Headwater Exploration Inc. — Proxy Solicitation & Information Statement 2020

Feb 7, 2020

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CDHQ 000001

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Special Meeting of Corridor Resources Inc. to be held on Wednesday, March 4, 2020

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

Notes to proxy

1. Every registered holder of common shares of Corridor Resources Inc. 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).

2. If the common shares are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.), then all those registered holders 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.

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

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management of Corridor Resources Inc. to the holder.

5. The common shares 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 of Corridor Resources Inc.

6. The common shares represented by this proxy will be voted in favour or voted against each of the matters described herein, in accordance with the direction 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 common shares will be voted accordingly.

7. 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.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management of Corridor Resources Inc.

Proxies submitted must be received by 10:00 am, Mountain Time, on Monday, March 2, 2020

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

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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

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

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

• Smartphone?

• 1-866-732-VOTE (8683) Toll Free 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 common shares held in the name of a corporation or common shares being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a registered 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 23456 78901 23456

CDHQ_PRX_304239/000001/000001/i

SAM SAMPLE

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C9999999999

IND C02

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Appointment of Proxyholder

I/We being ("Shareholders" or "holders") of common shares ("Common OR Print the name of the person you are Shares") of Corridor Resources Inc. ("Corridor") hereby appoint(s): J. appointing if this person is someone Douglas Foster, Chairman of Corridor, or failing him, Stephen Moran, Chief other than the Management Executive Officer and President of Corridor Nominees listed herein.

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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 Special Meeting of Shareholders of Corridor to be held at the offices of Bennett Jones LLP, 4500 Bankers Hall East, 855 - 2nd Street SW, Calgary, Alberta on Wednesday, March 4, 2020 at 10:00 am (Mountain Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Share Issuance

To consider, and if thought appropriate, pass with or without variation, an ordinary resolution approving the issuance by Corridor of 21,739,130 units (" Units ") at a price of $0.92 per Unit, with each Unit comprised of one Common Share and one warrant entitling the holder to purchase one Common Share at a price of $0.92 per Common Share, subject to certain terms and conditions, as set forth in the Information Circular of Corridor dated February 3, 2020 (the " Circular ").

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For Against

2. Amendment to Articles

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To consider, and if thought appropriate, pass with or without variation, a special resolution to amend the articles of Corridor to change the name of Corridor to "Headwater Exploration Inc." or such other name as may be reasonably determined by Corridor, as set forth in the Circular.

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

Signature(s)

Date

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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.

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C D H Q

3 0 4 2 3 9

1 P R

A R 0

9 9 9 9 9

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CDHQ 000002

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Special Meeting of Corridor Resources Inc. to be held on Wednesday, March 4, 2020

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

Notes to proxy

1. Every registered holder of common shares of Corridor Resources Inc. 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).

2. If the common shares are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.), then all those registered holders 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.

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

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management of Corridor Resources Inc. to the holder.

5. The common shares 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 of Corridor Resources Inc.

6. The common shares represented by this proxy will be voted in favour or voted against each of the matters described herein, in accordance with the direction 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 common shares will be voted accordingly.

7. 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.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management of Corridor Resources Inc.

Proxies submitted must be received by 10:00 am, Mountain Time, on Monday, March 2, 2020

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

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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

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

312-588-4290 Direct Dial

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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

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• 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 common shares held in the name of a corporation or common shares being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a registered 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 23456 78901 23456

CDHQ_PRX_304239/000002/000002/i

SAM SAMPLE

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C9999999999

IND C02

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----- Start of picture text ----- C9999999999C9999999999----- End of picture text -----

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Appointment of Proxyholder

I/We being ("Shareholders" or "holders") of common shares ("Common OR Print the name of the person you are Shares") of Corridor Resources Inc. ("Corridor") hereby appoint(s): J. appointing if this person is someone Douglas Foster, Chairman of Corridor, or failing him, Stephen Moran, Chief other than the Management Executive Officer and President of Corridor Nominees listed herein.

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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 Special Meeting of Shareholders of Corridor to be held at the offices of Bennett Jones LLP, 4500 Bankers Hall East, 855 - 2nd Street SW, Calgary, Alberta on Wednesday, March 4, 2020 at 10:00 am (Mountain Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Share Issuance

To consider, and if thought appropriate, pass with or without variation, an ordinary resolution approving the issuance by Corridor of 21,739,130 units (" Units ") at a price of $0.92 per Unit, with each Unit comprised of one Common Share and one warrant entitling the holder to purchase one Common Share at a price of $0.92 per Common Share, subject to certain terms and conditions, as set forth in the Information Circular of Corridor dated February 3, 2020 (the " Circular ").

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For Against

2. Amendment to Articles

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To consider, and if thought appropriate, pass with or without variation, a special resolution to amend the articles of Corridor to change the name of Corridor to "Headwater Exploration Inc." or such other name as may be reasonably determined by Corridor, as set forth in the Circular.

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

Signature(s)

Date

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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.

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C D H Q

3 0 4 2 3 9

1 P R

A R 0

9 9 9 9 9