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Lucky Minerals Inc. Proxy Solicitation & Information Statement 2020

Feb 7, 2020

46442_rns_2020-02-07_50769a13-810b-4e6f-b67c-937d9e356467.pdf

Proxy Solicitation & Information Statement

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Voting Instruction Form (“VIF”) – ANNUAL GENERAL AND SPECIAL MEETING to be held on Thursday, the 5th day of March, 2020, at 10:00 A.M. (Pacific time)

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United Kingdom Building 323 – 409 Granville St Vancouver, BC V6C 1T2

Appointee(s)

I/We being the undersigned holder(s) of Lucky Minerals Inc. (the “ Company ”) hereby appoints Adrian Rothwell, Chief Executive Officer and Director of the Company, or failing this OR person, Steve Cozine, Secretary of the Company

Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:

as my/our appointee with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting (the “ Meeting ”) of the Company to be held at Suite 1015, 789 West Pender Street, Vancouver, British Columbia, at 10:00 A.M. (Pacific time) or at any adjournment thereof.

1. Election of Directors. For Withhold For Withhold For Withhold a. Adrian Rothwell b. Joao Carello c. Robert Rosner d. Shaun Dykes e. Francois Perron For Withhold 2. Appointment of Auditors. To appoint Dale Matheson Carr Hilton Labonte LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors of the Company to fix their remuneration. 3. Stock Option Plan. To consider and, if thought fit, to pass an ordinary resolution, providing for the required annual re-approval of the Company’s For Against rolling stock option plan and reserving for the grant of options of up to 10% of the issued and outstanding shares of the Company at the time of any stock option grant, as more particularly described in the Information Circular. 4. Continuance. To consider and, if thought fit, to pass, with or without amendment, a special resolution (the “ Continuance Resolution ”) authorizing For Against the continuance of the Corporation into British Columbia under the Business Corporations Act ( British Columbia) (the “ Continuance ”), as more particularly described in the accompanying Information Circular. 5. Shares for Debt Transaction . To consider and, if thought fit, approve an ordinary resolution of disinterested shareholders approving the issuance For Against of 2,281,144 common shares of the Company in settlement of $114,057 of debt owed to certain creditors, directors and officers of the Company, all as more particularly described in the accompanying Information Circular. For Against

6. Other Business. To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

Signature(s):

Date / / MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

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This form of VIF is solicited by and on behalf of Management.

VIFs must be received by 10:00 A.M. (Pacific time), on March 3, 2020.

Notes to VIF

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.

  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the holders must sign this VIF in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

  3. This VIF should be signed in the exact manner as the name appears on the VIF.

  4. If this VIF 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 VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.

  6. The securities represented by this VIF will be voted or withheld from voting, 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 VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

  8. This VIF should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your VIF Online please visit:

http://odysseytrust.com/Transfer-Agent/Login and click

on . You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this VIF.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at [email protected] .

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. A return envelope has been enclosed for voting by mail.

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