Halcones Precious Metals Corp. — Proxy Solicitation & Information Statement 2022

Mar 24, 2022

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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

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Form of Proxy - Special Meeting to be held on April 14, 2022

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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

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

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

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, and the proxy appoints the Management Nominees listed on the reverse, 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. If you have 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 and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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 10:00 am EST, on April 12, 2022.

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.

1-866-732-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.

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

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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

01T9UD

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Appointment of Proxyholder

I/We being holder(s) of securities of Pinehurst Capital II Inc. (the “Corporation”) hereby appoint: David Rosenkrantz, or failing this person, Ilana Prussky, or failing this person, Paul De Luca, or failing this person, Tracy Graf (the “Management Nominees”)

Print the name of the person you are appointing if this person is someone OR 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 holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Special Meeting of shareholders of the Corporation to be held at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4 on April 14, 2022 at 10:00 am (Toronto Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

1. 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 defned in Policy 2.4	– Capital Pool
Companies of the Corporate Finance Manual of the TSX Venture Exchange) with Halcones Precious Metals Inc. (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 information circular in respect of the Meeting (the “Circular”)
Original Slate of Directors: For Withhold For Withhold	For	Withhold
01. David Rosenkrantz 02. Ilana Prussky 03. Paul De Luca			Fold
04. Tracy Graf
2. Election of Directors
New Slate of Directors: For Withhold For Withhold	For	Withhold
01. David Gower 02. Lawrence Guy 03. Vernon Arseneau
04. Paul Pint
	For	Withhold
3. Appointment of Auditors Appointment of McGovern Hurley LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fx their remuneration.
	For	Against
4. 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 “Pinehurst Precious Metals Corp.” or such other name as the directors may in their sole discretion determine, as
more particularly described in the Circular.
	For	Against
5. 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			Fold
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 defned in the Circular), with the fnal ratio to be determined jointly by the Corporation and Pinehurst Precious Metals Corp.
	For	Against

6. Stock Option 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 stock option plan of the Resulting Issuer, as more particularly described in the Circular.

Signature of Proxyholder 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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Signature(s)	MM /DD /YY Date

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01T9VC