Conquest Resources Limited — Proxy Solicitation & Information Statement 2020

Aug 10, 2020

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PROXY SOLICITED BY THE MANAGEMENT OF THE CORPORATION

For the Annual and Special Meeting of Shareholders in 2020

The undersigned shareholder of Conquest Resources Limited (the " Corporation ") hereby appoints John F. Kearney, Chairman, or failing him, Robert Kinloch, President or instead of the foregoing persons, ______________________________, as proxy of the undersigned to attend and act at the Annual and Special Meeting of Shareholders of the Corporation to be held by Teleconference on Monday, the 31[st] day of August 2020, at 11:00 a.m. (Toronto time) and at any adjournment or adjournments thereof and to vote the number of shares in the Corporation's capital that the undersigned would be entitled to vote if personally present:

Management recommend shareholders VOTE FOR the matters set out it items (a) (b) (c) and (d) below.

The undersigned specifies that all of the voting shares owned by the undersigned and represented by this form of Proxy shall be:

• (a) VOTED FOR ( ) or AGAINST ( ) in respect of the Special Resolution approving an amendment to the Articles to implement the consolidation of all of the issued and outstanding common shares of the Corporation at a consolidation ratio of one (1) new post-consolidation share for every two and one half (2.5) pre-consolidation shares;

• (b) VOTED FOR or WITHHELD FROM VOTING in respect of the election of the following directors:

	For	Withhold
1. John F. Kearney	( )	( )
2. Robert Kinloch	( )	( )
3. Gerald Gauthier	( )	( )
4. Terence N. McKillen	( )	( )
5. Peter Palframan	( )	( )
6. Neil J.F. Steenberg	( )	( )
7. Thomas Obradovich	( )	( )
8. Jamie Levy	( )	( )

• (c) VOTED FOR ( ) or WITHHELD FROM VOTING ( ) in respect of the appointment of McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Corporation and authorizing the directors to fix their remuneration;

• (d) VOTED FOR ( ) or AGAINST ( ) in respect of the Ratification of the Corporation’s current Stock Option Plan; and

• (e) At the discretion of the said Proxyholder, to vote upon any amendments or variation of the above matters or any other matter that may properly brought before the Meeting or any adjournment thereof.

This Proxy is solicited on behalf of the Management of the Corporation and will be voted as directed in the space provided above or, if no direction is given, it will be voted FOR each resolution. The persons named in this Proxy are officers of the Corporation. Each shareholder has the right to appoint a person, who need not be a shareholder, to attend and to act for and on behalf of such shareholder at the Meeting, other than the persons designated above. To exercise such rights, the names of the persons designated by Management to act should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided. DATED this day of , 2020

Signature of Shareholder

Shareholder’s Name (Please Print)

NOTES

• In the event that the date is not completed, this Proxy will be deemed to be dated upon the day that it is mailed by the Corporation to the securityholder.

1. In the event that the date is not completed, this Proxy will be deemed to be dated upon the day that it is mailed by the Corporation to the securityholder. 2. This Proxy will not be valid and will not be acted upon or voted unless it is signed and delivered, by email to general@ConquestResources.com, or by regular mail to Conquest Resources Limited, Investor Communications – AGM Proxy, 1805-55 University Avenue, Toronto, Ontario, M5J 2H7 no later than 11:00 a.m. on August 31, 2020. An enclosed envelope is included with this Proxy.

1. In addition to any revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the securityholder or his attorney duly authorized in writing or, if the securityholder is a company, under its corporate seal by an officer or attorney thereof duly authorized and deposited at the registered office of the Corporation, at any time before 11:00 a.m. on August 31, 2020, or any adjournment thereof, at which the Proxy is to be used, or with the Chairman at the Meeting on the date of the Meeting, or any adjournment thereof, and upon such deposit, the Proxy is revoked.

1. If the appointee is a corporation, the Proxy must be exercised under its corporate seal or signed by an officer or attorney duly authorized. Persons signing as executors, administrators, trustees, etc. should so indicate.