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Fireweed Metals Corp. Proxy Solicitation & Information Statement 2022

May 4, 2022

47416_rns_2022-05-03_21f9e53a-1a2e-4147-8b1d-1c206863bddb.pdf

Proxy Solicitation & Information Statement

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FIREWEED ZINC LTD.

Security Class : Common Shares

FORM OF PROXY

Annual General & Special Meeting to be held on Wednesday, May 25, 2022

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

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 overleaf. 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.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 am, Pacific Daylight Savings Time, on Monday, May 23, 2022, 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.

Proxies submitted must be received by 11:00 am, Pacific Dayli Proxies submitted must be received by 11:00 am, Pacific Dayli Proxies submitted must be received by 11:00 am, Pacific Dayli ght Savings Time, on Monday, May 23, 2022, or ght Savings Time, on Monday, May 23, 2022, or ght Savings Time, on Monday, May 23, 2022, or ght Savings Time, on Monday, May 23, 2022, or
in the case of any adjournment or postponement of the Meetand holidays excepted) before the time of the adjourned or po ing not less tha n 48 hours (Satu. rdays, Sundays
stponed meeting
VOTING METHO DS
MAIL or HAND DELIVERY Endeavor702 – 777 Trust CorporatiHornby Street on
Vancouv er, BC V6Z 1S4
FACSIMILE – 24 Hours a Day 604-559-8 908
EMAIL [email protected]
ONLINE As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

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Appointment of Proxyholder

I/We, being holder(s) of FIREWEED ZINC LTD. Print the name of the person you hereby appoint: Brandon MacDonald, Chief OR are appointing if this person is Executive Officer, or, failing him, George someone other than the Gorzynski, Executive Vice President Management Nominee listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of FIREWEED ZINC LTD. to be held at 1020 - 800 W. Pender Street, Vancouver, British Columbia, V6C 2V6, on May 25, 2022 at 11:00 am, Pacific Daylight Savings Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors For Against
The number of Directors shall be set to six (6);
2.Election of Directors For Withheld
i)JOHN ROBINS
ii)BRANDON MACDONALD
iii)GEORGE GORZYNSKI
iv)ADRIAN ROTHWELL
v)PETER HEMSTEAD
vi)MARCUS CHALK
3.Appointment of Auditor For Withheld
To appoint**DAVIDSON & COMPANY LLP, Chartered Professional Accountants,**as auditor of theCompany for the ensuing year and to authorize the directors to fix their remuneration.
4.Change of Name For Against
To approve by special resolution changing the name of the Company to “Fireweed Metals Corp.”, or
such other name as the board of directors in its sole discretion determines is appropriate from time totime and which may be approved by the TSX Venture Exchange and the Yukon Registrar of
Corporations
5.Stock Option Plan For Against
To approve the Company’s stock option plan.
6.Other Matters For Against
To transact such other business that may be brought properly before the Meeting and any adjournmentor postponement of the Meeting.

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

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Print Name(s) & Signing Capacity(ies), if applicable


Date (MM-DD-YY) THIS PROXY MUST BE DATED

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