Kestrel Gold Inc. — Proxy Solicitation & Information Statement 2024

May 24, 2024

==> picture [90 x 60] intentionally omitted <==

KESTREL GOLD INC.

(the “Corporation”)

FORM OF PROXY

Annual and Special Meeting to be held on June 19, 2024 at 10:00 a.m. (MDT) Suite 603, 734 – 7th Avenue SW, Calgary, AB

(the “Meeting”) Proxies must be received by 10:00 a.m. (MDT) on June 17, 2024

VOTING METHOD

	VOTING METHOD
INTERNET	Go tohttps://css.olympiatrust.com/pxloginand enter the 12-digit control number shown on reverse.
EMAIL	proxy@olympiatrust.com
FACSIMILE	(403) 668-8307
MAIL	Olympia Trust Company
	PO Box 128, STN M
	Calgary, AB T2P 2H6
	Attn: Proxy Dept.

The undersigned hereby appoints Robert H. Solinger, CEO, President of the Corporation, or failing Patrick Lynch, Director of the Corporation (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors	FOR	AGAINST
To set the number of directors to be elected at the Meeting at three (3).		
2. Election of Directors	FOR	WITHHOLD
a) Robert H. Solinger		
b) Scott C. Kellaway		
c) Patrick Lynch		
3. Appointment of Auditors	FOR	WITHHOLD
Appointment of Smythe LLP, Chartered Professional Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration		
4. Stock Option Plan	FOR	AGAINST
To ratify and approve the Corporation's Stock Option Plan, as set forth in the Management Information Circular accompanying this form of proxy.		

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

Request for Financial Statements In accordance with securities regulations, security holders may elect to receive Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR+ at www.sedarplus.ca. I am currently a security holder of the Corporation and as such request the following:	Request for Financial Statements In accordance with securities regulations, security holders may elect to receive Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR+ at www.sedarplus.ca. I am currently a security holder of the Corporation and as such request the following:
Interim Financial Statements with MD&A –Check the box to the right if you would like toRECEIVEinterim financial statements and accompanying Management’s Discussion & Analysis by mail.	Annual Financial Statements with MD&A –Check the box to the right if you would like toDECLINEto receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

==> picture [121 x 74] intentionally omitted <==

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

3. The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.

4. To be valid, this proxy should be signed in the exact manner as the name appears on the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

5. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date noted on the reverse, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

6. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.