Goldstake Explorations Inc. — Proxy Solicitation & Information Statement 2024

Feb 14, 2024

GOLDSTAKE EXPLORATIONS INC. (the " Corporation ")

Special Meeting March 15, 2024 at 01:00 PM (Canada/Eastern Standard) Virtual Meeting; EST (the " Meeting ")

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Voting Instructions - Guidelines and Conditions

The Corporation is providing you the enclosed proxy-related materials for their securityholder 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. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.

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 SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE 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. THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE CORPORATION.

2. If you appoint the Management Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the 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.

3. 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.

4. If internet voting is available, you can provide your voting instructions on the website (see "Internet" section under "Voting Method").

5. 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 securityholders of the Corporation.

6. 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. If you want to attend the meeting and vote in person, write your name in the place provided for that purpose on the reverse of this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. 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. If you require help, contact your advisor.

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

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 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.

GOLDSTAKE EXPLORATIONS INC. has elected to utilize notice-and-access and provide you with the following information: Meeting materials are available electronically at www.sedarplus.ca and also at https://docs.tsxtrust.com/2403.

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869. In order to receive a paper copy in time to vote before the Meeting, your request should be received by March 6, 2024.

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VOTING METHOD
Internet Go to www.voteproxyonline.com and enter the 12 digit
control number
FACSIMILE 416-595-9593
MAIL or HAND TSX Trust Company
DELIVERY 301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-866-600-5869
Email: tsxtis@tmx.com
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VOTING INSTRUCTION FORM (“VIF”)

GOLDSTAKE EXPLORATIONS INC. (the " Corporation ") CONTROL NUMBER: «CONTROL_NUMBER» Special Meeting March 15, 2024 at 01:00 PM (Canada/Eastern Standard) Virtual Meeting; EST SECURITY CLASS: Common Shares RECORD DATE: Feb. 2, 2024 FILING DEADLINE FOR March 13, 2024 at 01:00 PM PROXY: (Canada/Eastern Standard)

APPOINTEES

The undersigned hereby appoints Robert Cleaver, Chairman or instead, 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,

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Goldstake Transaction Resolution	FOR	AGAINST	2. Goldstake Bylaw Resolution	FOR	AGAINST
To consider, and if deemed advisable, approve			To consider and if deemed advisable, to
a special resolution (the “Goldstake			approve, an ordinary resolution ratifying the
Transaction Resolution”), the full text of which			amendment of the by-laws of Goldstake to set
is set forth in Appendix A to the accompanying			the quorum for transaction of business at a
joint management information circular (the			meeting of its shareholders to two
“Circular”), of Goldstake authorizing the sale			shareholders, or two proxyholders
(the “Transaction”) of the interests of			representing shareholders, or any combination
Goldstake in the Clay Property located in the			thereof entitled to vote at the meeting (the
Larder Lake Mining Division in Ontario, Canada			“Goldstake Bylaw Resolution” and together
(the “Property”), which represents a sale of all			with the Goldstake Transaction Resolution, the
or substantially all of the property of Goldstake			“Goldstake Resolutions”) the full text of which
in accordance with the terms of the asset			is set forth in Appendix B to the Circular, as
purchase agreement dated December 7, 2023 among Goldstake, Transpacifc Resources Inc. (“Transpacifc”), Gatling Exploration Inc.			required by the Asset Purchase Agreement.
(“Gatling”), and MAG Silver Corp. (“MAG
Silver”) (as amended, supplemented or otherwise modifed from time to time, the
“Asset Purchase Agreement”), as more
particularly described in the Circular.
3. Other Matters	FOR	AGAINST
To transact such other business as may
properly come before the Goldstake Meeting
or any adjournment or postponement thereof.

The VIF revokes and supersedes all earlier dated VIF and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s)

Date(MM/DD/YYYY)

Interim Financial Statements – Mark this box if you would like to receive Annual Financial Statements – Mark this box if you would like Annual Interim Financial Statements and Management’s Discussion and Analysis. Financial Statements and Management’s Discussion and Analysis. If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593