Halcones Precious Metals Corp. — Proxy Solicitation & Information Statement 2020

Nov 27, 2020

PINEHURST CAPITAL II INC.

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Form of Proxy - Annual General and Special Meeting to be held on December 14, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. 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).

1. 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.

2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

3. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. 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.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 1:00 p.m. (Toronto Time), on December 10, 2020.

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Appointment of Proxyholder

I/We being holder(s) of Pinehurst Capital II Inc. hereby appoint(s): Print the name of the person you are David Rosenkrantz, or failing him, Ilana Prussky, or failing her, Paul De Luca, OR appointing if this person is someone or failing him, Tracy Graf other than the Management Nominees 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 and Special Meeting of shareholders of Pinehurst Capital II Inc. to be held at the Exchange Tower, 130 King St. West, Suite 2210, Toronto, Ontario, M5X 1E4 on December 14, 2020 at 1:00 p.m. (Toronto Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Number of Directors

To increase the number of directors of the Corporation within the minimum and maximum numbers provided for in the articles of the Corporation from four (4) to six (6) upon the Effective Time, as more particularly described in the management information circular in respect of the Meeting (the “ Circular ”)

2. Election of Directors

To elect the directors of the Corporation for the ensuing year and, subject to and conditional on the completion of the Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange) with Alliant Gold Corp. (formerly 1252201 B.C. Ltd.) (the “ Transaction ”) to elect the directors of the Corporation as it exists immediately following the completion of the Transaction (the “ Resulting Issuer ”) for the ensuing year, as more particularly described in the Circular.

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01. David Rosenkrantz For Withhold 02. Ilana Prussky For Withhold 03. Paul De Luca For Withhold 01. Bruce Bragagnolo For Withhold 04. Leslie L. Kapusianyk 02. Francisco Manuel Cordova Celaya For Withhold 05. Jesus Gutierrez 03. Mike Petrina For Withhold 06. Thomas F. Fudge Jr. Original Slate of Directors: New Slate of Directors: 04. Tracy Graf For Withhold	01. David Rosenkrantz For Withhold 02. Ilana Prussky For Withhold 03. Paul De Luca For Withhold 01. Bruce Bragagnolo For Withhold 04. Leslie L. Kapusianyk 02. Francisco Manuel Cordova Celaya For Withhold 05. Jesus Gutierrez 03. Mike Petrina For Withhold 06. Thomas F. Fudge Jr. Original Slate of Directors: New Slate of Directors: 04. Tracy Graf For Withhold	01. David Rosenkrantz For Withhold 02. Ilana Prussky For Withhold 03. Paul De Luca For Withhold 01. Bruce Bragagnolo For Withhold 04. Leslie L. Kapusianyk 02. Francisco Manuel Cordova Celaya For Withhold 05. Jesus Gutierrez 03. Mike Petrina For Withhold 06. Thomas F. Fudge Jr. Original Slate of Directors: New Slate of Directors: 04. Tracy Graf For Withhold
For Withhold
3. Appointment of Auditors Appointment of MNP LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fx their remuneration.
	of Auditors LP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fx their remuneration.
		For Against
	under theBusiness Corporations Act (British Columbia) out amendment, but subject to and conditional on the completion of the Transaction, a special resolution approving the continuance of the Corporation’s corporate ness Corporations Act(Ontario) to the_Business Corporations Act_(British Columbia), as more particularly described in the Circular.
	Name Change med appropriate, approve with or without amendment, but subject to and conditional on the completion of the Transaction, a special resolution authorizing the change of to “Aurea Mining Inc.” or such other name as the directors may in their sole discretion determine, as more particularly described in the Circular. lidation med appropriate, approve with or without amendment, but subject to and conditional on the completion of the Transaction, a special resolution approving an amendment
	oration of the Corporation to consolidate all of the issued and outstanding common shares of the Corporation on the basis of the Consolidation Ratio (as that term is with the fnal ratio to be determined jointly by the Corporation and Alliant Gold Corp.

4. Continuance under the Business Corporations Act (British Columbia)

To approve, with or without amendment, but subject to and conditional on the completion of the Transaction, a special resolution approving the continuance of the Corporation’s corporate existence from the Business Corporations Act (Ontario) to the Business Corporations Act (British Columbia), as more particularly described in the Circular.

5. Approval of Name Change

To consider and, if deemed appropriate, approve with or without amendment, but subject to and conditional on the completion of the Transaction, a special resolution authorizing the change of the Corporation’s name to “Aurea Mining Inc.” or such other name as the directors may in their sole discretion determine, as more particularly described in the Circular.

6. Share Consolidation

To consider and, if deemed appropriate, approve with or without amendment, but subject to and conditional on the completion of the Transaction, a special resolution approving an amendment to the articles of incorporation of the Corporation to consolidate all of the issued and outstanding common shares of the Corporation on the basis of the Consolidation Ratio (as that term is defined in the Circular), with the final ratio to be determined jointly by the Corporation and Alliant Gold Corp.

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7. Omnibus Equity Incentive Plan

To consider and, if deemed appropriate, approve with or without amendment, but subject to and conditional on the completion of the Transaction, an ordinary resolution approving the omnibus equity incentive plan of the Resulting Issuer, as more particularly described in the Circular.

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)	MM /DD /YY Date

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