Euro Sun Mining Inc. — Proxy Solicitation & Information Statement 2023

Jan 4, 2023

Euro Sun Mining Inc. (the “Corporation”)

FORM OF PROXY (“PROXY”)

Special Meeting Tuesday, January 31, 2023 at 11:00 a.m. EST 198 Davenport Road Toronto, Ontario M5R 1J2

(the “Meeting”)

RECORD DATE: December 28, 2022 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: Friday, January 27, 2023 at 11:00 a.m. EST

VOTING METHOD

FILING DEADLINE FOR PROXY: Friday, January 27, 2023 at 11:00 a.m. EST	FILING DEADLINE FOR PROXY: Friday, January 27, 2023 at 11:00 a.m. EST
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Ryan Ptolemy , whom failing Neil Said (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
	a) Grant Sboros
	b) Neil Said
	c) Deborah Battiston
	d) Scott Moore
	e) Martin Schuermann
2. Approval of Conversion Rights		FOR						AGAINST
To consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested Shareholders approving the right of Lind
Global Fund II, LP (“Lind”) to exercise warrants and conversion rights under a convertible security funding agreement between Lind and the Corporation (the “CFSA”), notwithstanding that such exercise may result in Lind owning more than 19.9% of the outstanding shares of the Corporation.
3. Approval of Share Issuance to Lind		FOR						AGAINST
To consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested shareholders approving the issuance of greater than 43,723,878 shares of the Corporation to Lind, pursuant to the terms of the CFSA.
4. Approval of Debt Settlement		FOR						AGAINST
To consider, and if deemed advisable, to pass with or without variation, an ordinary resolution to issue up to an aggregate of 8,000,000 common shares of the Corporation in settlement of debts of up to $2,348,333 owed to certain officers and directors.

To consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested Shareholders approving the right of Lind
Global Fund II, LP (“Lind”) to exercise warrants and conversion rights under a convertible security funding agreement between Lind and the Corporation
(the “CFSA”), notwithstanding that such exercise may result in Lind owning more than 19.9% of the outstanding shares of the Corporation.
3. Approval of Share Issuance to Lind			FOR				AGAINST
To consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested shareholders approving the issuance of
greater than 43,723,878 shares of the Corporation to Lind, pursuant to the terms of the CFSA.
4. Approval of Debt Settlement			FOR				AGAINST
To consider, and if deemed advisable, to pass with or without variation, an ordinary resolution to issue up to an aggregate of 8,000,000 common shares
of the Corporation in settlement of debts of up to $2,348,333 owed to certain officers and directors.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

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