JX Energy Ltd. — Proxy Solicitation & Information Statement 2019

Nov 5, 2019

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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 ‘‘Company’’) and will be used at the Special Meeting (the ‘‘Meeting’’) of the holders (the ‘‘Shareholders’’) of common shares (the ‘‘Common Shares’’) in the capital of the Company to be held at Suite 3600, 888-3rd Street SW, Calgary, Alberta T2P 5C5, Canada on November 29, 2019 at 9:00 a.m. (Calgary 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, Jesse Meidl, Chief Financial Officer, 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 the Meeting 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 Common Shares of the undersigned at the said meeting as follows:

			FOR	AGAINST
1.	To consider and, if deemed advisable, to pass, with or without variation, an
	ordinaryresolutiongrantingtheboardaspecific	mandatefromthe
	Shareholdersapprovingtheallotmentandissuance	ofwarrantsand
	Common Shares upon the exercise of such warrants as more particularly
	described in the accompanying information circular.
2.	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 Common Shares in respect of which this proxy is given (if no number is specified, then this proxy is given

in respect of all Common Shares registered in the name of the Shareholder):

Dated this day of November, 2019.

Name of Shareholder (Please Print)

Signature of Shareholder

Please see notes to this Proxy on reverse.

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. Common 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 Company, 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 Company.

• (4) Any one of the joint holders of a Common Share may sign a form of proxy in respect of the Common 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 its Common Shares prior to October 28, 2019 and is registered as a Shareholder on the register of Shareholders in Canada on October 28, 2019 (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 its Common Shares on or after October 28, 2019 and is registered as a shareholder of the Company on the Hong Kong register 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 Company’s principal share registrar in Canada, being Computershare Trust Company of Canada, at 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 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 1-866-732VOTE (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 Company’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 (Hong Kong time) (excluding Saturdays, Sundays and public holidays in Hong Kong) prior to the time of the Meeting 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.