Cantex Mine Development Corp. — Proxy Solicitation & Information Statement 2020

Jan 6, 2020

CANTEX MINE DEVELOPMENT CORP.

Annual Meeting of Shareholders

to be held at 1:00 p.m. (Pacific Time) on January 30, 2020 (the “ Meeting ”) at the Ramada Hotel and Conference Centre, 2170 Harvey Avenue, Kelowna, British Columbia.

PROXY

Appointment of Proxyholder

The undersigned, being a Shareholder of Cantex Mine Development Corp., hereby appoints Chad Ulansky, President and Chief Executive Officer, OR failing him, Jennifer Irons, Chief Financial Officer, OR instead of any of them,

___________________________________________________________________,

as proxyholder with full power of substitution to attend, act and to vote for and on behalf of the undersigned 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 Meeting of shareholders of Cantex Mine Development Corp. (the “Meeting”) to be held at The Ramada Hotel and Conference Centre, 2170 Harvey Avenue, Kelowna, British Columbia, on January 30, 2020 at 1:00 p.m. (Pacific Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES

FOR AGAINST FOR WITHHOLD

1. Set the Number of Directors

To set the number of Directors to be elected at the Meeting at five (5).

FOR AGAINST

4. Approval of Share Option Plan, Amended 2019

To pass the ordinary resolution to ratify and approve the Corporation’s share option plan, as amended December 16, 2019, for continuation, as more particularly described in the accompanying Management Proxy Circular.

FOR AGAINST 5. Alternative Approval of Share Option Plan, Amended 2012

In the alternative, to pass the ordinary resolution to ratify and approve the Corporation’s share option plan, as amended January 27, 2012, for continuation, as more particularly described in the accompanying Management Proxy Circular.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointee or, if this Proxy appoints another person, as that other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/we authorize you to vote as you see fit.

______________________________ _____________________ Signature(s) Date

Please sign exactly as your name(s) appear below. Please see reverse for additional instructions. All Proxies must be delivered as indicated on the back of this Proxy and must be received by AST Trust Company (Canada), the Corporation’s Transfer Agent, no later than 1:00 p.m. (Pacific Time) on January 28, 2020.

2. Election of Directors

01 Charles Fipke

02 Chad Ulansky

03 Kathrine MacDonald

04 Vernon Frolick

05 Thomas J. Obradovich

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FOR WITHHOLD

3. Appointment of Auditors

To approve the ordinary resolution appointing Davidson & Company LLP as the auditors of the Corporation for the ensuing year and authorizing the directors to fix their remuneration.

Control Number

Form of Proxy – Annual Meeting of Shareholders of Cantex Mine Development Corp. to be held at the Ramada Hotel and Conference Centre, 2170 Harvey Avenue, Kelowna, British Columbia, at 1:00 p.m. (Pacific Time) on January 30, 2020 (the “ Meeting ”).

HOW TO VOTE

NOTES:

INTERNET

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

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 must provide documentation evidencing your power to sign this Proxy.

3. If this Proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the Shareholder.

4. The shares represented by this Proxy will be voted or withheld from voting, in accordance with the instructions given on any ballot that may be called for. If the Shareholder has specified a choice with respect to any of the items above by marking an "X" in the space provided for that purpose, the shares will be voted in accordance with that choice. In the absence of instructions made on a Form of Proxy, the Proxy confers discretionary authority on the proxyholder with respect to such matter. It is the intention of the Management designee, if named as proxyholder, to vote in favour of each matter referred to in the Proxy and for the nominees of Management for directors and for auditor.

5. This Proxy confers discretionary authority in respect of amendments or variations to matters described in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof.

• Go to https://astvotemyproxy.com

• Cast your vote online

• View meeting documents

TELEPHONE

Use any touch-tone phone, call toll free in Canada and the United States of America 1-888-489-5760 and follow the voice instructions.

To vote by internet or telephone you will need your control number. If you vote by internet or telephone, do not return this Proxy.

MAIL, FAX or EMAIL

• Complete and return your signed Proxy in the envelope provided or send to:

• AST Trust Company (Canada), P.O. Box 721, Agincourt, ON, M1S 0A1

• You may alternatively fax your Proxy toll free to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com

An undated Proxy is deemed to be dated on the day it was received by AST Trust Company (Canada).

6. In addition to revocation in any manner permitted by law, a Proxy may be revoked by an instrument in writing signed by the Shareholder or by his, her or its attorney duly authorized in writing or, if the Shareholder is a corporation or association, the instrument in writing must be executed by an attorney or other representative individual duly authorized in writing, and deposited at the registered office of the Corporation, 203-1634 Harvey Avenue, Kelowna, British Columbia V1Y 6G2 at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or, as to any matter in respect of which a vote shall not already have been cast pursuant to such Proxy, with the Chairman of the Meeting on the day of the Meeting, or at any adjournment thereof, and upon either of such deposits, the Proxy is revoked.

7. The Proxy should be read in conjunction with the accompanying documentation provided by Management.

8. This proxy is solicited by and on behalf of Management of the Corporation.

9. To be effected, a Proxy must be deposited with the Corporation’s registrar and transfer Agent, AST Trust Company (Canada), in a manner indicated herein, no later than 1:00 p.m. (Pacific Time) on January 28, 2020.