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

Nov 27, 2020

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PINEHURST CAPITAL II INC.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Intermediary

Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on December 14, 2020

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 this VIF is not dated, it will be deemed to bear the date on which it is 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, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. 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 or any adjournment thereof.

8. Your voting instructions will be recorded on receipt of the VIF.

9. 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.

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

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

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

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

• 1-866-734-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site: www.investorvote.com

• Smartphone? Scan the QR code to vote now.

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If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01O4SA

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Appointee(s)

Management Appointee(s) are: David Rosenkrantz, or failing him, Ilana Prussky, or failing her, Paul De Luca, or failing him, Tracy Graf

OR

If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

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 all other matters that may properly come before the Annual General and Special Meeting of securityholders 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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Original Slate of Directors:	For	Withhold For Withhold	Withhold For Withhold	Withhold For Withhold			For	For	Withhold	Withhold	For	Withhold
01. David Rosenkrantz			02. Ilana Prussky	03. Paul De		Luca				04. Tracy Graf
New Slate of Directors:
		For	Withhold		For	Withhold					For	Withhold
01. Bruce Bragagnolo			02. Francisco Manuel Cordova Celaya					03. Mike Petrina
04. Leslie L. Kapusianyk			05. Jesus Gutierrez					06. Thomas F. Fudge Jr.
											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.
											For	Against
4. Continuance under	theBusiness 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

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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. 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.

Signature(s) Date MM / DD / YY

Authorized Signature(s) - This section must be completed for your instructions to be executed. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

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

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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