G2 Goldfields Inc. — Proxy Solicitation & Information Statement 2021

Mar 5, 2021

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G2 Goldfields Inc.

(“G2”)

FORM OF PROXY (“PROXY”)

Special Meeting March 29, 2021 10:00 a.m. (Eastern Time) 141 Adelaide Street West, Suite 1101 Toronto, Ontario, M5H 3L5 And Via Teleconference, Toronto: 647.723.3981 Canada or U.S.: 1.800.747.5150, Access Code: 8480107# (the “Meeting”)

RECORD DATE: February 15, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: March 25, 2021 10:00 a.m. (Eastern Time)

	**VOTING METHOD **	**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 Paul Murphy , whom failing Daniel Noone (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. Arrangement Resolution	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
To consider and, if thought fit, to pass, with or without variation, a special resolution approving an arrangement pursuant to Section 192 of the_Canada__Business Corporations Act_among G2, the G2 shareholders, and S2 Minerals Inc., as more fully described in the accompanying managementinformation circular.
2. Stated Capital Reduction	FOR					AGAINST
To consider and, if thought fit, to pass, with or without variation, a special resolution approving a reduction in the stated capital of the common shares of
G2, without any distribution to the G2 shareholders, by such amount as the board of directors of G2 determines at the relevant time is required so thatthe realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the common shares of G2.
3. S2 Minerals Inc. Stock Option Plan	FOR					AGAINST
To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the adoption by S2 Minerals Inc. of a rolling 10% stockoption plan, subject to regulatory acceptance, as more fully described in the accompanying management information circular.
4. S2 Minerals Inc. Restricted Share Unit Plan	FOR					AGAINST
To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the adoption by S2 Minerals Inc. of a restricted shareunit plan, subject to regulatory acceptance, as more fully described in the accompanying management information circular.

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 G2.

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 G2.

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 G2.

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.

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.

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