Diversified Royalty Corp. — Proxy Solicitation & Information Statement 2023

May 12, 2023

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on June 21, 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.

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

VIFs submitted must be received by 9:00 a.m. (Vancouver Time), on Monday, June 19, 2023.

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:

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• 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

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Appointee(s)

I/We being holder(s) of securities of Diversified Royalty Corp. (the OR If you wish to attend in person or appoint “Corporation”) hereby appoint: Paula Rogers, Chair, or failing this someone else to attend on your behalf, person, Sean Morrison, President and Chief Executive Officer (the print your name or the name of your "Management Nominees") appointee in this space (see Note #3 on reverse).

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the voter 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 General and Special Meeting of shareholders of the Corporation to be held at the offices of Farris LLP, located at the 25th Floor of 700 West Georgia Street, Vancouver, British Columbia on Wednesday, June 21, 2023 at 9:00 a.m. (Vancouver Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1. Election of Directors

1.Election of Directors
For Withhold For Withhold	For	Withhold
01. Paula Rogers 02. Johnny Ciampi 03. Kevin Smith
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04. Garry Herdler 05. Roger Chouinard
	For	Withhold
2.Appointment of Auditors
To appoint KPMG LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration.
3.Amended and Restated Stock Option Plan	For	Against
To consider and, if thought advisable, to pass an ordinary resolution for the renewal and amendment and restatement of the Corporation’s
Amended and Restated Stock Option Plan, all as more particularly described in, and subject to the management information circular of the
Corporation dated May 11, 2023 (the “Circular”), the full text of which resolution is included as Schedule C to the Circular.
4.Amended and Restated Long Term Incentive Plan	For	Against
To consider and, if thought advisable, to pass an ordinary resolution for the renewal and amendment and restatement of the Corporation’s
Amended and Restated Long Term Incentive Plan, as more particularly described in, and subject to the Circular, the full text of which resolution is
included as Schedule D to the Circular.
5.Amendment to the Articles of the Corporation	For	Against
To consider and, if thought advisable, to pass an ordinary resolution to amend the Articles of the Corporation to (i) revise the quorum requirement
for meetings of shareholders of the Corporation to two or more persons who are, or who represent by proxy, shareholders who, in the aggregate,			-------
hold at least 10% (currently 25%) of the issued shares entitled to vote at the meeting and (ii) to make certain administrative amendments of a			Fold

To consider and, if thought advisable, to pass an ordinary resolution to amend the Articles of the Corporation to (i) revise the quorum requirement for meetings of shareholders of the Corporation to two or more persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 10% (currently 25%) of the issued shares entitled to vote at the meeting, and (ii) to make certain administrative amendments of a nonmaterial nature, as more particularly described in, and subject to the Circular, and the full text of which resolution is included as Schedule E to the Circular.

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

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.

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Date

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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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B E V Q

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