Great Atlantic Resources Corp. — Proxy Solicitation & Information Statement 2021

Nov 5, 2021

GREAT ATLANTIC RESOURCES CORP.

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on November 30, 2021

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. 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 VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in 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, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting.

8. 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.

9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

10. 10.This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 2:00 pm, Vancouver Time, on Friday, November 26, 2021.

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Appointee(s)

Appointee(s)
I/We being holder(s) of securities of Great Atlantic Resources Corp. (the “Company”) hereby appoint:Christopher R. Anderson, or failing	OR	If you wish to attend in person or appoint someone else to attend on your behalf,
this person, Scott Kent, Chief Financial Officer, or failing this person,		print your name or the name of your
Monita Faris, Corporate Administrator (the "Management Nominees")		appointee in this space (see Note #3 on
		reverse).

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as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 1100-1111 Melville Street, Vancouver, B.C., on Tuesday, November 30, 2021 at 2:00 pm.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

								For	Against
1.Number of Directors
To set the number of Directors at 3.
2.Election of Directors	For	Withhold			For	Withhold		For	Withhold	------- Fold
01. Christopher R. Anderson			02. Allan Beaton				03. Scott Kent
								For	Withhold
3.Appointment of Auditors
Appointment of WDM Chartered Accountants of Vancouver, B.C. as Auditors of the Company for the ensuing year and authorizing the Directors to
fix their remuneration.
4.Reapproval of Option Plan								For	Against
To reapprove the Stock Option Plan for the Company, the details of which are more particularly described in the accompanying Notice of Meeting
and Information Circular.
5.Approval of the New RSU Plan								For	Against
To consider an ordinary resolution approving and adopting the 10% RSU Plan, as more				particularly		described in the accompanying Information
Circular and to authorize the Directors	to make modifications thereto in accordance with			the RSU Plan and the policies of the TSX Venture
Exchange.
6.Approval of New Control Person								For	Against
To approve the ordinary resolution of disinterested shareholders as more particularly set forth in					the Management Information Circular approving
the creation of a new control person of the Company.										------- Fold
								For	Against
7.Approval of Other Business
Approval of such other business as may properly come before the Meeting as the proxyholder, in his sole discretion, may see fit.
Authorized Sinature(s) – This s	ec	ion must be	completed for our	Signatu	re(s	)	Date

Authorized Signature(s) – This section must be completed for your instructions to be executed.

Signature(s)

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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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