Graycliff Exploration Limited — AGM Information 2021

Jul 21, 2021

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ANNUAL GENERAL MEETING OF SHAREHOLDERS

THURSDAY

19 AUGUST 2021 10:00AM (EST)

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You can attend the meeting virtually using the login credentials below at: https://app.agmconnect.com

VOTER ID: MEETING ACCESS CODE:

All information related to the meeting can be found at

www.agmconnect.com/Graycliff2021

NOTE TO VOTER To be valid, your form of proxy must be received no later than 10:00AM (EST) on Tuesday, August 17, 2021.

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This proxy is solicited on behalf of the management of Graycliff Exploration Limited. (the “Corporation”). The undersigned, being a shareholder of the Corporation hereby appoints, James Macintosh, President and Chief Executive Officer of the Corporation, or failing him, Julio DiGirolamo, Chief Financial Officer of the Corporation (the “Management Designees”) or instead of either of them:

Name: _______, and Email: __________,

as proxyholder for and 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 of the shareholders of the Corporation to be held on August 19, 2021 at 10:00AM EST (the “Meeting”), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Corporation recorded in the name of the undersigned as specified herein.

FOR AGAINST 1. Fix the Number of Directors Set the number of directors of the Corporation to 4 (four) for the ensuing year.
2. Election of Directors 01.James Macintosh FOR WITHOLD	02.Julio DiGirolamo FOR WITHOLD	3.Samuel Hardy FOR WITHOLD	4.David Lees FOR WITHOLD
FOR WITHOLD 3. Re-Appointment of the Auditors Re-appoint Clearhouse LLP (formerly, SDVC LLP), as the Auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to f x the remuneration to be paid to the Auditors.
FOR AGAINST 4 Additional Business
. Decision towards any further business as properly brought before the meeting or any adjournment thereof.

1. Additional Business

Decision towards any further business as properly brought before the meeting or any adjournment thereof.

This proxy revokes & supercedes all proxies of earlier date.

DATED this ___ day of __, 2021 Number of Shares: _____

Signature of Shareholder

Name of Shareholder (Please Print)

Voter Information Sheet

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ATTENDING THE MEETING

REGISTERED HOLDER

BENEFICIAL OWNER

Your Common Shares are registered in your name in the Your Common Shares are held by a nominee, such as a Company's register. securities broker, in your favour. BY INTERNET: Login to https://app.agmconnect.com using your 1) Appoint yourself or another as your proxy by either: - Appointing and filling out the form at: https://app.agmconnect.com unique login credentials found on the reverse page. - Mailing in provided envelope including the form below Click 'JOIN MEETING'. - Scan & email this document to: voteproxy@agmconnect.com 2) Contact AGM Connect: +1.416.222.4202 BY PHONE: Call AGM Connect at +1.416.222.4202 3) Join the vitual meeting via https://app.agmconnect.com

VOTE YOUR SHARES

All shareholders are encouraged to vote by proxy ahead of the AGM. Proxies may be voted:

• Online via https://app.agmconnect.com

• by completing and returning the lower portion of this proxy form

• by calling AGM Connect at +1.416.222.4202

You can vote and access the meeting via: ... computer ... Smartphone or calling: Tablet +1.855.839.3715

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NOTES AND INSTRUCTIONS

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

1. The securities represented by this proxy will be voted. Where a choice is specified, this proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on this proxy. This proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting acCorporationing this proxy or such other matters which may properly come before the Meeting.

2. Each shareholder has the right to appoint a person other than the Management Designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Corporation.

3. Each shareholder must sign this proxy. Please date this proxy. If the shareholder is a corporation, this proxy must be executed by an officer or attorney thereof duly authorized.

4. If this proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation.

5. If the shareholder appoints any of the persons above, including persons other than the Management Designees, as proxy to attend and act at the Meeting:

6. (a) the securities represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for; (b) where the shareholder specifies a choice in this proxy with respect to any matter to be acted upon, the securities represented by the proxy shall be voted accordingly, and

7. (c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THIS PROXY WILL BE VOTED FOR SUCH MATTERS

CONDITIONS

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting this proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.

To be valid, this proxy must be received by AGM Connect at 401 Bay Street, Suite 2704, Toronto, Ontario, M5H 2Y4, Fax Number: 416222.4202, Email: voteproxy@agmconnect.com, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. 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.