Comet Lithium Corporation — Proxy Solicitation & Information Statement 2023

Apr 21, 2023

Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on May 19, 2023

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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
• 1. 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
• 1. 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. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
• 1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 p.m., Eastern Time, on May 17, 2023.

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

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

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

I/We being holder(s) of securities of X-TERRA RESOURCES INC. (the "Corporation") hereby appoint: Michael Ferreira, or failing this person, Sylvain Champagne (the "Management Nominees")				OR		Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held at the Registered Office of the Corporation at 147 Avenue Québec (Back Door), Rouyn-Noranda, Québec J9X 6M8, on May 19, 2023 at 10:00 a.m. (the "Meeting") and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors - Vote FOR or AGAINST for the following nominees proposed by Management for election as directors of the Corporation
	For	Against				For	Against					For	Against
01. Michael Ferreira			02. Sylvain Champagne							03. Jordan William Potts
04. Sébastien Bellefleur			05. Jean-François Madore
												For		Withhold
2. Appointment of Auditors
Vote FOR or WITHHOLD from voting for the appointment of Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, as auditors of the Corporation.
												For	Against
3. Resolution
Vote FOR or AGAINST the resolution ratifying, approving and confirming the Corporation's omnibus equity incentive compensation plan, in the form annexed as Schedule "B" to the Management Information Circular of the Corporation dated April 20, 2023 (the "Circular").
												For	Against
4. Special Resolution for Change of Corporate Name
Vote FOR or AGAINST the special resolution annexed as Schedule "C" to the Circular, authorizing an amendment to the Articles of the Corporation so as to change the name of the Corporation to " Comet Lithium Corp. / Corp. Comète Lithium" or such other name as may be selected by the board of directors of the Corporation in its discretion, as more particularly described in the Circular.
Signature of Proxyholder						Signature(s)					Date
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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.
Interim Financial Reports - Mark this box if you would like to receive Interim Financial Reports and accompanying Management's Discussion and Analysis by mail.			Annual Financial Statements - Mark this box if you would NOT 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.
C X E Q		3 5 2 2 5 3							A R 2

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