Deepspatial Inc. — Proxy Solicitation & Information Statement 2023

Mar 1, 2023

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Intermediary

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Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on March 29, 2023

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

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1. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 11:00 am, Pacific Time, on March 27, 2023.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone To Vote Using the Internet

• Call the number listed BELOW from a touch tone telephone.

• 1-866-734-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 VIF.

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01VYGA

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Appointee(s)

I/We being holder(s) of securities of Orea Mining Corp. (the “Company”) If you wish to attend in person or appoint someone hereby appoint: Daniela Freitas, or failing this person, Jorge Martinez, or failing else to attend on your behalf, print your name or this person, Ivonne Maldonado (the “Management Nominees”) OR the name of your appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 1090 Hamilton Street, Vancouver, BC V6B 2R9 on March 29, 2023 at 11:00 am (Pacific Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

							For	Against
1. Number of Directors
To set the number of Directors at four (4).
2. Election of Directors
	For	Withhold		For	Withhold		For	Withhold
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01. Michel Jebrak			02. Peter Gianulis			03. Robert Giustra
04. Rock Lefrançois
							For	Withhold
3. Appointment of Auditors Appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants (“DMCL”) as Auditors of the Company for the ensuing year and authorizing the Directors to fx their
remuneration.
							For	Against

4. Continuation of Existing Share Option Plan

RESOLVED, that:

1. The Company’s Option Plan, dated for reference May 30, 2017, as amended and restated effective September 1, 2017, as amended effective February 23, 2023, be ratified and approved for continuation until March 29, 2026;

2. All unallocated options under the Option Plan be and are hereby approved;

3. The Company has the ability to continue granting options under the Option Plan until March 29, 2026, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought; and

4. Any director or officer of the Company be and is hereby authorized to do such things and to sign, execute and deliver all documents that such director and officer may, in their discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution.

5. Approval of New Shareholder Rights Plan

RESOLVED THAT:

(a) The New Shareholder Rights Plan as approved by the Board on February 23, 2023, is hereby approved, confirmed and ratified for adoption immediately after the current Shareholder Rights Plan expires and for continuation until the end of the annual meeting of the shareholders of the Company to be held in 2026. (b) Any director or officer of the Company is hereby authorized and directed, for and on behalf of the Company, to do all things and execute and deliver all such agreements, documents and instruments necessary or desirable in connection with the foregoing.

6. Approval of New Articles

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RESOLVED THAT:

(a) The existing Articles of the Company be altered by deleting them in their entirety and adopting the Articles approved by directors in substitution therefor, such alteration not to take effect until the date and time that this resolution is received for deposit at the Company’s records office and the Notice of Articles of the Company be altered accordingly.” (b) Any director or officer of the Company is hereby authorized and directed, for and on behalf of the Company, to do all things and execute and deliver all such agreements, documents and instruments necessary or desirable in connection with the foregoing.

7. Other Business

To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof. Management is not currently aware of any other matters that could come before the Meeting.

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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

Signature(s) Date MM / DD / YY

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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A R 1

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01VYHA