Goldrea Resources Corp. — Proxy Solicitation & Information Statement 2020

Oct 9, 2020

GOLDREA RESOURCES CORP.

Security Class : Common Shares

FORM OF PROXY

Annual General Meeting to be held on Friday October 30, 2020

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

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 11:00 am, Pacific Daylight Savings Time, on Wednesday October 28, 2020, 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	VOTING METHODS
MAIL or HAND DELIVERY		National Securities Administrators Ltd.
		702 – 777 Hornby Street
		Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day		604-559-8908
EMAIL		proxy@transferagent.ca
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.

GOLDREA RESOURCES CORP.

Appointment of Proxyholder

I/We, being holder(s) of Goldrea Print the name of the person you are Resources Corp. hereby appoint: James OR appointing if this person is someone other Elbert, CEO than the Management Nominee listed 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 Meeting of shareholders of Goldrea Resources Corp. to be held at #950-777 Hornby Street, Vancouver, British Columbia on October 30, 2020 at 11:00 am, Pacific Daylight Savings Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors

The number of Directors shall be set to 5 (five);

2. Election of Directors

i) John Abu-Ulba ii) James Elbert iii) Allan Eratie iv) Larry Reaugh

iv) David R. Robinson

For Against □ □ For Withheld □ □

□ □ □ □ □ □ □ □

3. Appointment of Auditor

Appointment of Auditor For Withheld To appoint Mao & Ying LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing □ □ year and to authorize the directors to fix their remuneration; Amendment of Stock Option Plan & Ratification of Options For Against a) The stock option plan of Goldrea Resources Corp. (the “Company”) be amended to increase the number □ □

4. Amendment of Stock Option Plan & Ratification of Options

a) The stock option plan of Goldrea Resources Corp. (the “Company”) be amended to increase the number of shares reserved for stock options to that number equal to 20% of the total issued and outstanding common shares of the Company on October 30, 2020.

b) The stock options previously granted to certain individuals and described in the Company’s management information circular dated October 1, 2020 are hereby ratified, confirmed and approved.

c) Any one director or officer of the Company is authorized and directed, on behalf of the Company to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to the foregoing resolutions.

5. Other Matters

To transact such other business that may be brought properly before the Meeting and any adjournment or postponement of the Meeting.

For Against □ □

GOLDREA RESOURCES CORP.

Authorized Signature(s) – This section must be 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.

Signature(s)

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

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