Magna Mining Inc. — AGM Information 2022

May 19, 2022

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MAGNA MINING INC.

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Thursday, June 16, 2022

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 Management Nominees 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

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, and the proxy appoints the Management Nominees listed on the reverse, 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. If you have 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 and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

Proxies submitted must be received by 10:00 a.m. (Toronto time) on Tuesday, June 14, 2022.

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

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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

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• Go to the following web site:

• www.investorvote.com

• Smartphone? 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 securities of Magna Mining Inc. (the “Corporation”) hereby appoint: Jason Jessup, or failing this person, Derrick Weyrauch, or failing this person, Paul Fowler (the "Management Nominees")

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

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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 holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at 1300 Kelly Lake Road, Sudbury, Ontario P3E 5P4 on Thursday, June 16, 2022 at 10:00 a.m. (Toronto time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of DirectorsForWithholdForWithhold	For	Withhold
01. Jason Jessup02. Derrick Weyrauch03. Carl DeLuca
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04. John Seaman05. Vernon Baker06. Jonathan Goodman
	For	Withhold
2.Appointment of Auditors
Appointment of Baker Tilly WM LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
3.Stock Option Plan Resolution	For	Against
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in Schedule "A" to
the Information Circular, confirming and approving the stock option plan of the Corporation, and certain amendments to the stock option plan, all as
more particularly described in the Information Circular.
4.RSU Plan Resolution	For	Against
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is
set forth in Schedule "B" to the Information Circular, confirming and approving the restricted share unit plan of the Corporation, and certain
amendments to the restricted share unit plan, all as more particularly described in the Information Circular.
5.RSU Grant Resolution	For	Against
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is
set forth in Schedule "C" to the Information Circular, confirming and approving the prior grant of 318,000 restricted share units under the
Corporation's restricted share unit plan, all as more particularly described in the Information Circular.
	For	Against	-------Fold

6. Approval of Dundee Corporation Becoming a New Control Person

To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set forth in Schedule "D" to the Information Circular, approving Dundee Corporation becoming a new Control Person and the resulting Change of Control of the Corporation (as such terms are defined in the policies of the TSX Venture Exchange), as more particularly described in the Information Circular.

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Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

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Date

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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