G2 Goldfields Inc. — Proxy Solicitation & Information Statement 2021

Mar 5, 2021

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G2 Goldfields Inc.

(“G2”)

VOTING INSTRUCTION FORM (“VIF”)

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 VIF:

March 25, 2021 10:00 a.m. (Eastern Time)

VOTING METHOD

FILING DEADLINE FOR VIF: March 25, 2021 10:00 a.m. (Eastern Time)	FILING DEADLINE FOR VIF: March 25, 2021 10:00 a.m. (Eastern Time)
**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 management information circular.	FOR AGAINST
2. Stated Capital Reduction	FOR
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 that the 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.
	FOR AGAINST
3. S2 Minerals Inc. Stock Option Plan	FOR
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% stock option 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, 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 that the 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 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% stock option plan, subject to regulatory acceptance, as more fully described in the accompanying management information circular. 4. S2 Minerals Inc. Restricted Share Unit Plan 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 share unit plan, subject to regulatory acceptance, as more fully described in the accompanying management information circular.

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of beneficial owner(s) Date (MM/DD/YYYY)

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Voting Instructions – Guidelines and Conditions

Appointing yourself or someone else to vote your

securities

G2 is providing you the enclosed proxy-related materials for their security holder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form (‘‘VIF’’) is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.

We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions.

If you want to attend the Meeting and vote in person at the Meeting or appoint another person to do so, write your name or the name of the person attending the Meeting in the space labeled “ Please print appointee name ” on the VIF and return it. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. When you or your Appointee arrives at the Meeting, they should give their name to the scrutineers and state that they are a proxy appointee. The Appointee must attend the Meeting in order for your securities to be voted.

The completed VIF should be delivered to TSX Trust Company, in the envelope provided or by fax to 416-595-9593. Alternatively, if available, you may vote online at www.voteproxyonline.com. The matters to be voted on at the Meeting are set out on the reverse.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE DEADLINE SPECIFIED ON THE REVERSE IN THE UPPER LEFT SECTION OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

Voting Instructions and Authority - Notes

1. 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 Recommendation 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.

2. The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.

3. If internet voting is available, you can provide your voting instructions on the website noted on the reverse.

4. To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the security holders of G2.

5. This form does not convey any right to vote in person at the Meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted.

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

For assistance, please contact TSX Trust Company.

Mail: Telephone: Facsimile: Email:	TSX Trust Company 301 - 100 Adelaide Street West Toronto, ON M5H 4H1 416-361-0930 416-595-9593 TMXEInvestorServices@tmx.com

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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