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Kuya Silver Corporation Proxy Solicitation & Information Statement 2020

Aug 19, 2020

47381_rns_2020-08-18_abcfaaff-b0ab-417a-a55c-b7ce90035cd2.pdf

Proxy Solicitation & Information Statement

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Security Class

Holder Account Number

Form of Proxy - Special Meeting to be held virtually on Monday, September 14, 2020 at 11:00 am, PDT

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

Notes to proxy

  1. Every holder 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 securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered 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 to the holder.

  5. The securities 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.

  6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions 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 securities 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.

Proxies submitted must be received by 11:00 am, PDT on Thursday, September 10, 2020

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

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To Vote Using the Telephone
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To Vote Using the Internet
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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 securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a 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

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Appointment of Proxyholder

I/We being holder(s) of Miramont Resources Corp. hereby appoint(s): OR Print the name of the person you are Tyson King, President and CEO, or failing him, Lesia Burianyk, CFO, or failing appointing if this person is someone her, Leah Hodges, Corporate Secretary other than the Chairman of the Meeting.

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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 Miramont Resources Corp. to be held virtually via teleconference, dial in number 1-877-407-2991 on Monday, September 14, 2020 at 11:00 am, PDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

, dial in number 1-877-407-2991 on Monday, September 14, 2020 at 11:00 am, PDT and at any adjournment or postponement thereof.
OMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
1.Miramont
To consider
Miramont, 27
“Particulars o
2.Resulting
To consider
Miramont po
section of the
Resolution”.
3.Resulting
To consider
Hennigh, Dal
of the closing
to be Acted
Fundamental Change Resolution
and, if thought advisable, approve, with or without variation, an ordinary resolution authorizing the business combination among
57974 Ontario Inc. and Kuya Silver Corp., as more particularly set out in the section of the accompanying information circular e
f Matters to be Acted Upon at the Miramont Meeting – Miramont Fundamental Change Resolution”.
ntitled
For
-------
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Against
Against
Against
Against
Issuer Board Resolution
and, if thought advisable, approve, with or without variation, an ordinary resolution authorizing the setting of the number of direc
tors of
For
st-Transaction at five, to be conditional on and effective following the closing of the Transaction, as more particularly set out in t
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accompanyng normaon crcuar ene arcuars o aers o e ce pon a e ramon eeng – esung ssu r oar
For
Issuer Director Election Resolution
and, if thought advisable, approve, with or without variation, an ordinary resolution approving the election of David Stein, Quinto
e Peniuk, Andres Recalde, and Maura Lendon as directors of the Resulting Issuer, conditional on and to take effect only in the
of the Transaction, as more particularly set out in the section of the accompanying information circular entitled “Particulars of M
Upon at the Miramont Meeting – Resulting Issuer Director Election Resolution”.
n
event
atters

For
Issuer Auditor Resolution
avidson & Company LLP, Chartered Professional Accountants as the auditors of the Resulting Issuer to hold office conditional
wing the closing of the Transaction and to authorize the directors of the Resulting Issuer to fix the remuneration of the auditor s
on and
o
s more particularly set out in the section of the accompanying information circular entitled Particulars of Matters to be Acted Up
t Meeting – Resulting Issuer Auditor Resolution”.
on at

4. Resulting Issuer Auditor Resolution

To appoint Davidson & Company LLP, Chartered Professional Accountants as the auditors of the Resulting Issuer to hold office conditional on and effective following the closing of the Transaction and to authorize the directors of the Resulting Issuer to fix the remuneration of the auditor so appointed, as more particularly set out in the section of the accompanying information circular entitled “Particulars of Matters to be Acted Upon at the Miramont Meeting – Resulting Issuer Auditor Resolution”.

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

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.

Signature(s)

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Date

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M Q I Q

3 1 3 4 8 0

A R 0