Critical One Energy Inc. — Proxy Solicitation & Information Statement 2020

May 26, 2020

MADISON METALS INC.

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1717, 25 Adelaide St E Toronto, ON M5C 3A1

Form of Proxy – Special Meeting to be held on June 22, 2020

Appointment of Proxyholder

I/We being the undersigned holder(s) of Madison Metals Inc. hereby appoint Duane Parnham or failing this person, Eric Myung.

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 all other matters that may properly come before the Special Meeting of Madison Metals Inc. (the “Corporation”) to be held at Suite 1050 – 400 Burrard Street, Vancouver, British Columbia V6C3A6 to be held by teleconference by dialing Canada/USA: 1-800-319-4610, Toronto: +1-416-915-3239 or International: +1-604-638-5340 on Monday, June 22, 2020 at 10:00 a.m. (Vancouver Time) or at any adjournment thereof.

1. Transaction Resolution

The sale or disposition of all or substantially all of the undertaking of the Corporation, being 100% of the issued shares of Broadway Gold Corp., pursuant to the terms and conditions of a share purchase agreement dated April 14, 2020 among the Corporation and American Pacific Mining Corp., be and is hereby authorized and approved.

For Withhold  

2. Distribution Resolution

The Corporation is authorized to reduce the stated capital account maintained for the common shares in the capital of the Corporation by an amount of $1,100,000, effective as of the date hereof, for the purpose of distributing such amount to the shareholders of the common shares of the Corporation as a return of capital.

For Withhold  

Signature(s):

Date

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 of the Corporation.

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to RECEIVE Interim Financial Statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.



Annual Financial Statements – Check the box to the right if you would like to DECLINE to receive the Annual Financial  Statements and accompanying Management’s Discussion and Analysis by mail.

This form of proxy is solicited by and on behalf of management of the Corporation.

Proxies must be received by 10:00am, Vancouver Time, on June 18, 2020.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

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

6. The securities represented by this proxy will be voted or withheld from voting, 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by management of the Corporation.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your Proxy Online please visit:

http://odysseytrust.com/Transfer-Agent/Login and click

on . You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

Shareholder Address and Control Number Here

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseycontact.com/ .

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. A return envelope has been enclosed for voting by mail.