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

Mar 24, 2022

PINEHURST CAPITAL II INC.

SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Pinehurst Capital II Inc. (the " Corporation "):

NOTICE IS HEREBY GIVEN that the Special Meeting (the " Meeting ") of the shareholders of the Corporation will be held on April 14, 2022 at 10:00 a.m. (Toronto Time) at Northbridge Place, 105 Adelaide Street West, Toronto, ON M5H 1P9 for the following purposes:

1. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors to fix the remuneration of the auditor;

2. 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 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 ”);

3. 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;

4. 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;

5. 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 (the " Common Shares ") 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 Halcones Precious Metals Inc.; and

6. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular.

Only shareholders of record of Common Shares at the close of business on March 9, 2022 are entitled to notice of and to attend the Meeting or any adjournments thereof and to vote thereat.

Registered holders of Common Shares who are unable to be present at the Meeting are requested to date and sign the enclosed form of proxy and return it to Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof.

Beneficial shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by Computershare Investor Services Inc. at 100

University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof.

Non-registered beneficial shareholders should follow the instructions of their intermediaries in order to vote their shares.

DATED as of the 23[rd] day of March, 2022.

"David Rosenkrantz"

David Rosenkrantz Chief Executive Officer, Pinehurst Capital II Inc.