Falco Resources Ltd. — Proxy Solicitation & Information Statement 2020

Oct 20, 2020

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Falco Resources Ltd.

(the “Corporation”)

FORM OF PROXY (“PROXY”)

Annual Meeting November 18, 2020 at 3:00 p.m. (Montréal Time) Conference line: 1-877-223-4471 (North America Toll Free) or 1-647-788-4922 (outside North America) followed by the Conference ID 8893969

(the “Meeting”)

RECORD DATE: October 12, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: Nov ember 16, 2020 at 3:00 p.m. (Montréal Time)

FILING DEADLINE FOR PROXY:Nov ember 16, 2020 at 3:00 p.m. (Montréal Time)	FILING DEADLINE FOR PROXY:Nov ember 16, 2020 at 3:00 p.m. (Montréal Time)
VOTING METHOD
INTERNET	Go towww.v oteproxy online.comand enter the 12digit control number abov e
FACSIMILE	416-595-9593
MAIL	TSX Trust Company301 - 100 Adelaide Street WestToronto,Ontario,M5H 4H1

The undersigned hereby appoints Luc Lessard, President and Chief Executive Officer of the Corporation, w hom failing Bryan A. Coates, Chair of the Board of the Corporation, or failing both of them André Le Bel, Vice President, Legal Affairs and Corporate Secretary of the Corporation (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned w ith the pow er 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 w ith the same pow er as if the undersigned w ere 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 -

- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -
	RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT ABOVE THE BOXES
			FORWITHHOLDFORWITHHOLDFORAGAINST
	1. Election of Directors		FOR					WITHHOLD
		a)Benoit Brunet
		b)Mario Caron
		c)Bryan A. Coates
		d)Paola Farnesi
		e)Luc Lessard
		f)Angelina Mehta
		g)Chantal Sorel
	2. Appointment of Auditor		FOR					WITHHOLD
	To appointPricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Corporation's independent auditor f or the f iscal y ear 2021and to authorize the directors to f ix their remuneration.
	3. Long Term Incentive Plan		FOR					AGAINST
	To consider and, if deemed adv isable, to pass, with or without amendments, an ordinary resolution to approv e the Corporation's existing long termincentiv e plan. The f ull text of the ordinary resolution is reproduced in the accompany ing management inf ormation circular.

This proxy rev okes 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.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Corporation and as such request the following:

Annual Financial Statements with MD&A  (Mark this box to NOT receive Annual Financial Statements and related MD&A)

Interim Financial Statements with MD&A  (Mark this box to receive Interim Financial Statements and related MD&A)

If you are casting your vote online and w ish to receive financial statements, please complete the online request for financial statements follow ing your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

 Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

By prov iding my email address, I hereby acknowledge and consent to all prov isions outlined in the f ollowing: https://www.tsxtrust.com/consent-to-electronicdeliv ery ?lang=en

Falco Resources Ltd. 2021

1. 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.

2. 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.

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

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com

VANCOUVER CALGARY TORONTO MONTRÉAL

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