FPX Nickel Corp. — Proxy Solicitation & Information Statement 2022

Apr 29, 2022

------Fold

------Fold

==> picture [171 x 38] intentionally omitted <==

==> picture [106 x 59] intentionally omitted <==

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on May 26, 2022

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

Notes to proxy

1. 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

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

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

Proxies submitted must be received by 2:00 p.m., Pacific Time on Tuesday, May 24, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

==> picture [144 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Telephone
----- End of picture text -----

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

==> picture [144 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Internet
----- End of picture text -----

==> picture [43 x 44] intentionally omitted <==

• Go to the following web site:

• www.investorvote.com

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Appointment of Proxyholder

I/We being holder(s) of securities of FPX Nickel Corp. (the “Company”) hereby appoint: Peter M. D. Bradshaw, or failing this person, Martin Turenne, or failing this person, J. Christopher Mitchell (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

==> picture [148 x 30] intentionally omitted <==

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder 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 Company to be held at Suite 320 – 1155 West Pender Street, Vancouver, B.C., on May 26, 2022 at 2:00 p.m., Pacific Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

					For	Against
1.Number of Directors
To set the number of Directors at seven.
2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	------- Fold
01. Peter M.D. Bradshaw		02. Anne Currie		03. James S. Gilbert
04. Peter J. Marshall		05. William H. Myckatyn		06. Robert B. Pease
07. Martin Turenne
					For	Withhold
3.Appointment of Auditors
Appointment of DeVisser Gray LLP as	Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
					For	Against

4. Annual Approval of the 2016 “Rolling 10%” Stock Option Plan

“RESOLVED , as an ordinary resolution, that:

1. the stock option plan (the “ Plan ”) as summarized in the Circular dated April 27, 2022, as such plan is amended to incorporate “cashless” and “net” exercises of stock options in accordance with the provisions of Section 4.8 of TSX Venture Exchange Policy 4.4 – Security Based Compensation be and is hereby approved, subject to the acceptance for filing thereof by the TSX Venture Exchange and the grant of options thereunder in accordance therewith, be approved; 2. the number of Common Shares reserved for issuance under the Plan shall be no more than 10% of the Company’s issued and outstanding share capital at the time of any stock option grant;

2. the Board of the Company be authorized to make any changes to the Plan as may be required or permitted by the TSX Venture Exchange; 4. any director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing; and 5. notwithstanding that this resolution has been duly passed by the shareholders of the Company, the Plan is conditional upon receipt of final approval from the TSX Venture Exchange and the directors of the Company are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Company, at any time if such revocation is considered necessary or desirable by the directors.”

==> picture [15 x 16] intentionally omitted <==

==> picture [15 x 16] intentionally omitted <==

==> picture [12 x 8] intentionally omitted <==

----- Start of picture text -----

-------
Fold
----- End of picture text -----

Signature of Proxyholder

Signature of Proxyholder Signature(s) Date 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, and the proxy appoints the Management Nominees, this Proxy 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.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

F P X Q

3 4 0 2 1 9

A R 1