Magna Gold Corp. — Proxy Solicitation & Information Statement 2021

May 29, 2021

MAGNA GOLD CORP.

FORM OF PROXY

FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS MONDAY, JUNE 21, 2021

This proxy is solicited on behalf of the management of Magna Gold Corp. (the " Corporation "). The undersigned, being a shareholder of the Corporation, hereby appoints Arturo Bonillas, President, Chief Executive Officer and a director of the Corporation, or failing him, Colin Sutherland, the Chief Financial Officer and a director of the Corporation (the " Management Designees "), or instead of either of them, the following appointee: ___________________________________________________ as proxyholder for and 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 annual and special meeting (the " Meeting ") of the shareholders of the Corporation to be held at the offices of Bennett Jones LLP, One First Canadian Place, Suite 3400, 100 King Street West, Toronto, Ontario, M5X 1A4, at 1:00 p.m. (Eastern Daylight Time) on Monday, June 21, 2021, and at any adjournment(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment(s) thereof. The undersigned hereby directs the proxyholder to vote the shares of the Corporation recorded in the name of the undersigned as specified herein.

1.	FOR	□	The election of Arturo Bonillas as a director of the Corporation for the ensuing year.
	WITHHOLD	□
2.	FOR	□	The election of Colin Sutherland as a director of the Corporation for the ensuing year.
	WITHHOLD	□
3.	FOR	□	The election of Miguel Bonilla as a director of the Corporation for the ensuing year.
	WITHHOLD	□
4.	FOR	□	The election of Alexander Tsakumis as a director of the Corporation for the ensuing year.
	WITHHOLD	□
5.	FOR	□	The election of Laura Diaz as a director of the Corporation for the ensuing year.
	WITHHOLD	□
6.	FOR	□	The election of Parviz Farsangi as a director of the Corporation for the ensuing year.
	WITHHOLD	□
7.	FOR	□	The appointment of Baker Tilly WM LLP as the auditor of the Corporation for the ensuing year
	WITHHOLD	□	and authorizing the directors of the Corporation to fix the remuneration of the auditor.
8.	FOR	□	To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution
	AGAINST	□	confirming and approving the stock option plan of the Corporation.
9.	FOR	□	To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution
	AGAINST	□	confirming the new By-Law No. 1 of the Corporation and the repeal of the former By-Law No.
			1 of the Corporation.

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment(s) thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment(s) thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person. To be valid, this proxy must be received by the Corporation's transfer agent, Capital Transfer Agency ULC, by mail at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, by facsimile at (416) 350-5008 or by email at voteproxy@capitaltransferagency.com, not later than 1:00 p.m. (Eastern Daylight Time) on Thursday, June 17, 2021 (or no later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to any reconvened Meeting in the event of an adjournment thereof). Late proxies may be accepted or rejected by the Chair of the Meeting in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

This proxy revokes and supersedes all proxies of an earlier date.

DATED this _____ day of ____________________, 2021. Online Voting Instructions:

Signature of Shareholder

Name of Shareholder (Please Print)

Number of Shares Held

NOTES AND INSTRUCTIONS

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION

1. The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above-named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment(s) thereof.

2. Each shareholder has the right to appoint a person other than Management Designees specified above to represent them at the Meeting or any adjournment(s) thereof. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Corporation.

3. To be valid, this proxy must be signed. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.

4. Please date the proxy. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation.

5. If the shareholder appoints any of the persons designated above, including persons other than Management Designees as proxy to attend and act at the Meeting:

(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;

(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and

(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.