GOLDCLIFF RESOURCE CORPORATION — Proxy Solicitation & Information Statement 2021

May 26, 2021

Discovery Silver Corp. (the “Company”)

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FORM OF PROXY (“PROXY”)

Annual Meeting June 25, 2021 at 11:00 a.m. EDT - https://virtual meetings.tsxtrust.com/1111 Password: discovery2021 (case sensitive) (the “Meeting”)

RECORD DATE: May 11, 2021 CONTROL NUMBER: SEQUENCE #:

FILING DEADLINE FOR PROXY: June 23, 2021 at 11:00 a.m. EDT

VOTING METHOD

VOTING METHOD	VOTING METHOD
INTERNET	Go towww.voteproxyonline.comand enter the 12 digitcontrol numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Taj Singh, President and Chief Executive Officer of the Company, whom failing Andreas L'Abbé, Chief Financial Officer of the Company (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	HIGHLIGHTED TEXT ABOVE THE BOXES	HIGHLIGHTED TEXT ABOVE THE BOXES	HIGHLIGHTED TEXT ABOVE THE BOXES	HIGHLIGHTED TEXT ABOVE THE BOXES	HIGHLIGHTED TEXT ABOVE THE BOXES	HIGHLIGHTED TEXT ABOVE THE BOXES	HIGHLIGHTED TEXT ABOVE THE BOXES	HIGHLIGHTED TEXT ABOVE THE BOXES
	1.	Number of Directors				FOR			AGAINST				WITHHOLD
	To set the number of directors at 7.
	2.	Election of Directors								FOR			WITHHOLD
		a)MurrayJohn
		b)Mark O'Dea
		c)Jeff Parr
		d)Moira Smith
		e)Daniel Vickerman
		f)Jennifer Wagner
		g)TajSingh
	3.	Appointment of Auditor				FOR			AGAINST				WITHHOLD
	Appointment ofPricewaterhouseCoopers, Chartered Accountantsas Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
	4.	Re-Approval of Stock Option Plan				FOR			AGAINST				WITHHOLD
	Re-Approval of Stock Option Plan of the Company.
	5.	Re-Approval of Restricted Share Unit Plan and Deferred Share Unit Plan				FOR			AGAINST				WITHHOLD
	Re-Approval of Restricted Share Unit Plan and Deferred Share Unit Plan of the Company.

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 THE COMPANY.

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.

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management’s discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

Discovery Silver Corp. has elected to utilize notice-and-access and provide you with the following information:

Meeting materials are available electronically at www.sedar.com and also at https://docs.tsxtrust.com/2242

1. 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.

2. 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 the Company.

3. 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 the Company.

4. 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.

5. 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.

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

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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