Highbank Resources Ltd. — Proxy Solicitation & Information Statement 2023

Jul 29, 2023

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615 – 800 West Pender Street, Vancouver, BC, V6C 2V6 Phone: Gary Musil (604-787-7356) Gary Musil - Email: gmusil@HighbankResources.com

PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD AUGUST 28, 2023

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE COMPANY

The undersigned shareholder ("Registered Shareholder") of HIGHBANK RESOURCES LTD. (the "Company") hereby appoints Gary Musil , a director of the Company, or failing him William (Bill) Loucks , a director of the Company, or instead of the foregoing ___ as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the Meeting of the Registered Shareholders of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.

1. To consider and, if thought fit, to pass an ordinary resolution ratifying and approving the Company’s Advance Notice Policy, as described in the Information Circular.

VOTE FOR AGAINST

1. Approval of such other business as may properly come before the meeting as the proxyholder, in his sole discretion, may see fit.

VOTE FOR AGAINST

The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Registered Shareholder as specified herein.

1. To appoint Crowe MacKay LLP, Chartered Accountants, of Vancouver, British Columbia, as auditors for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the auditor.

The shares represented by this proxy may be voted on the above items by marking an "X" in the space provided for that purpose.

The undersigned Registered Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.

VOTE FOR WITHHELD

DATED and SIGNED this day of , 2023.

1. To fix the number of directors at four (4).

VOTE FOR AGAINST

NAME (Please Print)

1. Election of the following persons to the Board of Directors of the Company.

SIGNATURE

Gary Musil VOTE FOR WITHHELD William (Bill) Loucks VOTE FOR WITHHELD Thomas O’Connor VOTE FOR WITHHELD Mark Luchinski VOTE FOR WITHHELD

Address of Shareholder

1. To consider and, if thought fit, to pass an ordinary resolution to ratify, confirm and approve the Company's Stock Option Plan, as described in the Information Circular.

Number of shares held

VOTE FOR AGAINST

INSTRUCTIONS FOR COMPLETION OF PROXY NOTES

2. This Proxy is solicited by the Management of the Company.

3. This form of proxy ("Instrument of Proxy") must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative , the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

4. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by the Company.

5. A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the scrutineers before the Meeting begins.

6. A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:

7. (a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified in this Instrument of Proxy; OR

8. (b) appoint another proxyholder, who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder's instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

9. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

If a Registered Shareholder has submitted an Instrument of Proxy, the Registered Shareholder may still attend the Meeting and may vote in person . To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.

To be represented at the Meeting, this proxy form must be received at the office of the Transfer Agent of the Company, TSX Trust Company, Proxy Department, POX Box 721 Agincourt, ON, M1S 0A1 or via fax (416) 368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to ProxyVote@TMX.com no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting.