Gold Mountain Mining Corp. — Proxy Solicitation & Information Statement 2022

May 17, 2022

Security Class : Common Shares

GOLD MOUNTAIN MINING CORP.

FORM OF PROXY

Annual General & Special Meeting to be held on Wednesday, June 15th, 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 Corporation 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 Corporation 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 8:00 am, Pacific Standard Time, on Monday June 13th, 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 8:00 am, Pacific Standard Time, on Monday June 13th, 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 8:00 am, Pacific Standard Time, on Monday June 13th, 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.
VOTING METHODS
MAIL or HAND DELIVERY	Endeavor Trust Corporation 702 – 777 Hornby Street Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day	604-559-8908
EMAIL	proxy@endeavortrust.com
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 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, 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.

GOLD MOUNTAIN MINING CORP.

Appointment of Proxyholder

I/We, being holder(s) of GOLD Print the name of the person you are MOUNTAIN MINING CORP. hereby OR appointing if this person is someone other appoint: Kevin Smith, CEO, or, failing him than the Management Nominee listed Alexander Bayer, General Counsel. 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 GOLD MOUNTAIN MINING CORP. to be held at Suite 1000 – 1285 West Pender Street, Vancouver, BC, on June 15, 2022, at the hour of 8:00 a.m. Pacific Standard 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 5 (five); □ □ 2. Election of Directors For Withheld i) Kevin Smith □ □ ii) Howard Jones □ □ iii) David Tafel □ □ iv) Keith Minty □ □ v) Blake Steele □ □ 3. Appointment of Auditor For Withheld To appoint PricewaterhouseCoopers LLP as auditor of the Corporation for the ensuing year and to □ □ authorize the directors to fix their remuneration. 4. Approval of an increase the reserve limit of Fixed Share Awards For Against To pass an ordinary resolution of shareholders the full text which is set forth in the management information circular, approve an increase to the reserve limit of Fixed Share Awards available for grant □ □ under the Equity Incentive Plan to 8,752,250. 5. Approval of certain amendments to the Company’s Equity Incentive For Against To pass an ordinary resolution of shareholders the full text of which is set forth in the management information circular, approving certain amendments to the Equity Incentive Plan incidental to the □ □ Company’s up-listing from the TSXV to the TSX; 6. To approve the new Articles of Incorporation of the Company For Against To consider and, if deemed advisable, to pass, with or without variation, a special resolution to approve the amendment of the existing Articles of the Corporation, more fully set forth in the management □ □ information circular. 7. Other Matters For Against To transact such other business that may be brought properly before the Meeting and any □ □ adjournment or postponement of the Meeting.

Authorized Signature(s) – This section must be Signature(s) 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.

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

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