JX Energy Ltd. — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

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Persta Resources Inc.

(incorporated under the laws of Alberta with limited liability)

(HK stock code: 3395)

FORM OF PROXY

This form of proxy (the ‘‘Proxy’’) is solicited by management of Persta Resources Inc.. (the ‘‘Corporation’’) and will be used at the Annual General and Special Meeting (the ‘‘Meeting’’) of the holders (the‘‘Shareholders’’) of common shares (the ‘‘Shares’’) in the capital of the Corporation will be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong on June 9, 2017 at 9:00 a.m. (Hong Kong time), for the following purposes:

The undersigned Shareholder, hereby appoints Le Bo, President, Chairman of the Board, Chief Executive Officer and Executive Director,

or failing him, Yuan Jing, Non Executive Director, or instead of either of them,

of as proxyholder, with power of substitution, to attend and vote for and act on behalf of the undersigned at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong on June 9, 2017 at 9:00 a.m. (Hong Kong time) and any adjournments thereof, and at any poll(s) which may take place in consequence thereof, with the same powers that the undersigned would have if the undersigned were present at the Meeting or any adjournments thereof, and without limiting the foregoing, the said proxy is hereby instructed to vote for or against or withhold from voting the shares of the undersigned at the said meeting as follows:

		FOR	AGAINST
1.	Fixing the number of directors to be elected at the Meeting five (5).
2.	Electing or re-electing, as the case may be, the following individuals as directors of the	FOR	WITHHOLD FROM VOTING
	Corporation for the ensuing year:
	(a) Le Bo
	(b) Yuan Jing
	(c) Richard Dale Orman
	(d) Bryan Daniel Pinney
	(e) Peter David Robertson
3.	Re-appointing KPMG LLP, Chartered Professional Accountants as the auditors of the
	Corporation for the ensuing year and authorizing the directors of the Corporation to fix their
	remuneration as such.
		FOR	AGAINST
4.	To consider and, if deemed advisable, to pass, with or without variation, an ordinary
	resolution granting the Board a general and unconditional mandate to allot, issue and
	otherwise deal with the Shares allotted or agreed to be allotted not exceeding twenty percent
	(20%) of the aggregate issued and outstanding share capital of the Corporation as at the date
	of this resolution, the Issuing Mandate, as more particularly described in the management
	information circular of the Corporation dated April 27, 2017 (the ‘‘Circular’’).
5.	To consider and, if deemed advisable, to pass, with or without variation, an ordinary
	resolution granting the Board a general and unconditional mandate to exercise all the power of
	the Corporation to repurchase Shares not exceeding ten percent (10%) of the aggregate issued
	and outstanding share capital of the Corporation as at the date of this resolution, the Share
	Repurchase Mandate, as more particularly described in the Circular.
6.	To consider and, if deemed advisable, to pass, with or without variation, an ordinary
	resolution granting the Board a general and unconditional mandate to extend the Issuing
	Mandate by the aggregate number of Shares repurchased by the Corporation pursuant to the
	exercise of the Share Repurchase Mandate, as more particularly described in the Circular.
7.	To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Upon any amendment to or variation of the above matters or on any other matter properly brought before the Meeting, the proxyholder will have the discretion to act in such manner as such proxyholder, in his or her sole discretion, may determine.

The undersigned hereby revokes any proxies previously given for the Meeting referred to herein.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder):

Dated this day of , 2017.

Name of Shareholder (Please Print)

Signature of Shareholder

Please see notes on the next page of this Proxy

Notes:

• (1) Unless otherwise indicated, the persons named above, if appointed as proxyholder, will vote ‘FOR’ each of the above matters. If any amendments or variations to matters identified in the Notice of Meeting are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto. Shares represented by this Proxy will be voted for or against or withheld from voting in accordance with the instructions of the Shareholder represented hereby on any vote that may be called for at the Meeting.

• (2) Each Shareholder has the right to appoint a person, who need not be a Shareholder of the Corporation, to attend and to act for him and on his behalf at the Meeting, other than the persons designated above. To exercise such rights, the names of the persons designated by the management to act should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

• (3) This Proxy must be dated and must be executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized. A copy of such authorization should accompany this Proxy. Persons signing as executors, administrators, trustees, etc. should so indicate. If this Proxy is not dated, it shall be deemed to bear the date on which it was mailed to the Shareholder by the Corporation.

• (4) Any one of the joint holders of a common share may sign a form of proxy in respect of the share but, if more than one of them is present at the Meeting or represented by proxyholder, that one of them whose name appears first in the register of members in respect of the common share, or that one’s proxyholder, will alone be entitled to vote in respect thereof. Where the form of proxy is signed by a corporation, either its corporate seal must be affixed or the form should be signed by the corporation under the hand of an officer or an attorney duly authorized in writing.

• (5) If the Shareholder is a company or a corporation, this form of proxy should be executed by an officer or attorney thereof duly authorized.

• (6) If the Shareholder acquired their Shares prior to March 10, 2017 and is registered as a Shareholder on the register of Shareholders in Canada on April 24, 2017 (the ‘‘Record Date’’), such Shareholder’s records are maintained on the Canadian Register and the Proxy should be deposited in accordance with the instructions set out in Section 7(a) below. If the Shareholder acquired their Shares on or after March 10, 2017 and is registered as a member of the Corporation on the register of members in Hong Kong on the Record Date, such Shareholder’s records are maintained on the Hong Kong Register and the Proxy should be deposited in accordance with the instructions set out in Section 7(b) below.

• (7) To be effective, this Proxy must be completed, signed, dated and deposited, as applicable:

  • (a) if the Shareholder is on the Canadian Register, at the office of the Corporation’s principal share registrar in Canada, being Computershare Trust Company of Canada at, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Canada, so that it is received no later than 48 hours (Toronto time) (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting (i.e. 7:00 p.m. on June 6, 2017 (Calgary time)) or any adjournment thereof. Registered shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America). Shareholders are cautioned that the use of mail to transmit proxies is at each shareholder’s risk; or

  • (b) if the Shareholder is on the Hong Kong Register, at the office of the Corporation’s branch share registrar in Hong Kong, being Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, during regular business hours not later than 48 hours before the Meeting, excluding Saturdays, Sundays and public holidays in Hong Kong (i.e. 9:00 a.m. on June 7, 2017 (Hong Kong time)), or any adjournment thereof or, deposited with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting.

• (8) Completion and delivery of this Proxy will not preclude the Shareholder from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.