Bocana Resources Corp. — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

BOCANA RESOURCES CORP.
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special Meeting to be held on JANUARY 30, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by 10:00 am, Calgary time, on Tuesday January 28, 2024.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

021KUA

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Appointment of Proxyholder

I/We, being holder(s) of Common Shares of Bocana Resources Corp. (the "Corporation") hereby appoint: Timothy J. Turner, Chief Executive Officer and Director, or failing him, Miles Nagamatsu, Chief Financial Officer,

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

For	Against

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of the Shareholders of the Corporation to be held at the offices of Bocana Resources Corp. 20 Adelaide Street East, Suite 200, Toronto ON M5C 2T6, Canada on Thursday, January 30, 2025 at 1:00 pm, Toronto time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY [RONLIGHTED TEXT] OVER THE BOXES.

	For	Against
1. Number of Directors
To fix the number of directors of the Corporation at five (5).	☐	☐
2. Election of Directors
---	---	---
	For	Withhold
01. Timothy J. Turner	☐	☐
03. Miles Nagamatsu	☐	☐
04. Eldon Christian Shomber	☐	☐
3. Appointment of Auditors
---	---
To appoint RSM Canada LLP as the auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration.	☐ ☐
4. Approval of Option Plan
---	---
To approve the Option Plan of the Corporation with or without variation, the full text of which is set forth in the Information Circular (the "Information Circular") under the heading the "Bocana Resources Corp. Option Plan";
For	Against
5. Stock Consolidation
---	---
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve a consolidation of the issued and outstanding Common Shares (the "Share Consolidation") on the basis of up to ten (10) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (the "Consolidation Ratio"), as and when determined by the Board in its sole discretion.	☐ ☐
6. Transaction other business
---	---
To transact such further or other business as may properly come before the Bocana Resources Corp. Meeting or any adjournments or postponements thereof.
☐	☐

Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

MM/DD/YY

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

UHOQ

343534

AR1

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021KVD