DFR Gold Inc. — Proxy Solicitation & Information Statement 2022

May 9, 2022

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DIAMOND FIELDS RESOURCES INC.

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on Thursday, June 9, 2022

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 Nominee, 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.

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

11. THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON .

VIFs submitted must be received by 8:00 a.m. Pacific Daylight Time (4.00 P.M. (London time)), on Tuesday, June 7, 2022.

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

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To Vote Using the Telephone
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• Call the number listed BELOW from a touch tone telephone.

1-866-734-VOTE (8683) Toll Free

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To Vote Using the Internet
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• 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 appointee 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

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Appointee(s)

I/We being holder(s) of securities of Diamond Fields Resources Inc. OR If you wish to attend in person or appoint (the “Corporation”) hereby appoint: Al Gourley, Director (the someone else to attend on your behalf, "Management Nominee") print your name or the name of your appointee in this space (see Note #3 on reverse).

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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 Corporation to be held at 15th Floor,125 Old Broad Street, London, EC2N 1AR, United Kingdom on Thursday, June 9, 2022 at 8:00 a.m. Pacific Daylight Time (4.00 P.M. (London 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 eight (8).
2.Election of Directors	For	Withhold	For		Withhold	For	Withhold	------- Fold
01. Sybrand van der Spuy		02. Norman Roderic Baker			03. Al Gourley
04. Bertrand Boulle		05. Francois Colette			06. David Reading
07. Philip Murphy		08. John McGoin
						For	Withhold
3.Appointment of Auditors
Appointment of Davidson & Company LLP, as Auditors of the Corporation for the ensuing year and				authorizing the Directors to fix their
remuneration.
						For	Against
4.Fixed Stock Option Plan
Approval to fix the number of shares reserved for the Fixed Stock Option Plan at 8,000,000 Shares.
5.Transaction – Fundamental Acquisition						For	Against
To consider and if deemed advisable to approve the Transaction, a Fundamental Acquisition pursuant to					the rules of the TSXV comprising four
principal elements as more particularly described in the Corporation’s Information Circular and summarized as follows: (i) the acquisition of an 80% interest in Moydow; (ii) the completion of Financings aggregating US$4,469,236; (iii) the addition of Brian Kiernan as a New Control Person of the Corporation; and (iv) entering into two (2) joint venture agreements with Panthera Resources Plc governing the ongoing exploration and								------- Fold
development of the Labola Gold Project and the Other Moydow Properties.
6.Settlement of Debt						For	Against
To approve the settlement of US$30,000 of debt owed to Jean Charles and the settlement of US$87,500 consideration for the issuance of an aggregate of 746,125 DFR Shares priced at $0.20 per DFR Share.					of debt owed to John McGloin in
Authorized Signature(s) – This section must be completed for your Signature(s)					Date

Authorized Signature(s) – This section must be completed for your instructions to be executed.

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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 Nominee, this VIF will be voted as recommended by Management.

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

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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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D F I Q

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