Excellon Resources Inc. — Proxy Solicitation & Information Statement 2020

Mar 18, 2020

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Excellon Resources Inc.

(“Excellon”)

FORM OF PROXY (“PROXY”)

Special Meeting April 17, 2020 at 12:00 p.m. (Toronto time) 10 King Street East, Suite 200 Toronto, Ontario M5C 1C3 (the “Meeting”)

RECORD DATE: March 13, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: April 15, 2020 at 12:00 p.m. (Toronto time)

VOTING METHOD

FILING DEADLINE FOR PROXY:April 15, 2020 at 12:00 p.m. (Toronto time)	FILING DEADLINE FOR PROXY:April 15, 2020 at 12:00 p.m. (Toronto time)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12digit control numberabove
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	TSX Trust Company301 - 100 Adelaide Street WestToronto, Ontario,M5H 4H1

The undersigned hereby appoints Brendan Cahill whom failing Anna Ladd-Kruger (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. Share Issuance Resolution	1. Share Issuance Resolution	1. Share Issuance Resolution	1. Share Issuance Resolution	FOR	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set out in Schedule "A" –
"Resolutions to be Approved at the Excellon Meeting"to the accompanying joint management information circular dated March 13 2020 (the
"Circular") to authorize and approve the issuance of up to 44714450 common shares of Excellon ("Excellon S	hares") in c	,onnection w	ith the proposed
,, plan of arrangement under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) to be completed pursuant to theterms and subject to the conditions of the arrangement agreement dated February 24, 2020 between Excellon and Otis Gold Corp. (as may bemodified or amended in accordance with its terms), all as more particularly described in the Circular.
2. Consolidation Resolution				FOR						AGAINST
To consider, and if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set out in Schedule "A" –

To consider, and if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set out in Schedule "A" – "Resolutions to be Approved at the Excellon Meeting" to the accompanying Circular, to approve the consolidation of all of the issued and outstanding Excellon Shares on the basis of a consolidation ratio to be selected by the board of directors of Excellon, in its sole discretion, provided that the consolidation ratio shall be no smaller than one new post-consolidation Excellon Share for each five (5) pre-consolidation Excellon Shares and no larger than one new post-consolidation Excellon Share for each ten (10) pre-consolidation Excellon Shares, all as more particularly described in the Circular.

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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 EXCELLON.

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 Excellon.

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 Excellon.

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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