Boundary Gold and Copper Mining Ltd. — Proxy Solicitation & Information Statement 2021

Feb 3, 2021

BOUNDARY GOLD & COPPER MINING LTD.

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Form of Proxy - Annual General and Special Meeting to be held on Tuesday, February 23, 2021

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.

Proxies submitted must be received by 10:00 am (Pacific Time), on Friday, February 19, 2021.

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Appointment of Proxyholder

I/We being holder(s) of Boundary Gold & Copper Mining Ltd. hereby OR Print the name of the person you are appoint(s): Yuying Liang, or failing her, Danilen Villanueva appointing if this person is someone other than the Chairman of the Meeting.

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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 General and Special Meeting of shareholders of Boundary Gold & Copper Mining Ltd. to be held at 400 - 837 West Hastings Street, Vancouver, BC V6C 3N6 on Tuesday, February 23, 2021 at 10:00 am, (Pacific Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors					For	Against
To set the number of Directors at four (4).
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2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. Russell Vanskiver		02. Yuying Liang		03. David Jenkins
					For	Withhold
3.Appointment of Auditors
Appointment of DMCL LLP, as Auditors of the Corporation for the ensuing year and authorizing the				Directors to fix their remuneration.
4.Stock Option Plan					For	Against
To consider, and if deemed advisable,	ratify, confirm and approve the Corporation’s stock option plan for continuance until the Corporation’s next
annual general meeting.
5.Share Consolidation					For	Against
To consider and, if deemed advisable,	to pass a special resolution to ratify, confirm and approve a consolidation of the Common Shares of the
Corporation on a basis of up to 20 pre-consolidation Common Shares to 1 post-consolidation Common Share, and in substantially the form set out
in the management information circular dated January 22, 2021.
6.Shares for Debt					For	Against
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To consider and, if deemed advisable,	to pass a special resolution to ratify, confirm and approve a shares for debt transaction with a related party of

To consider and, if deemed advisable, to pass a special resolution to ratify, confirm and approve a shares for debt transaction with a related party of the Company, and in substantially the form set out in the management information circular dated January 22, 2021.

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

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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.

Date

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