McChip Resources Inc — Proxy Solicitation & Information Statement 2022

May 19, 2022

FOR WITHHOLD

McCHIP RESOURCES INC.

Appointee

I/We, being holders of McCHIP RESOURCES INC. (the “Corporation”) , hereby appoints: R. D. McCloskey, CEO and President, or failing him, E. G. Dumond, CFO and Corporate Secretary OR

___________________________________________________________________ To attend the meeting or to appoint someone to attend on your behalf, print that name here as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Corporation to be held on June 16, 2022 at 10:00 a.m. (Eastern Daylight Time) at Suite 1910 – 130 Adelaide Street West, Toronto, Ontario.

Shareholders are encouraged to vote using one of the methods described in the accompanying Circular.

2. Appointment of Auditors

Appointment of MNP LLP as auditors of the Company for the ensuing year and authorizing Directors to fix the auditors’ remuneration.

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Under Canadian securities law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to the TSX Trust website : www.tsxtrust.com/financialstatements and input code 4655A.

• I would like to receive quarterly financial statements

• I would like to receive annual financial statements

Without limiting the general authorization and power hereby given, the persons named above are specifically directed to vote all shares of the undersigned in the name of the undersigned as follows:

Management recommends voting FOR the following Resolutions. Please use dark black pencil or pen.

pencil or pen.
1. Election of Directors	FOR			WITHHOLD
01- Douglas C. Bolton
02-Edward G. Dumond			
03-Timothy M. Gould
04-Richard D. McCloskey
05-Gordon A. McCreary
06-Anthony D. Weldon

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted FOR a matter by Management’s appointees or, if you appoint another person, as such other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit.

_________________________________________________________ __________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m., (Toronto Time) June 14, 2022.

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Voting Instruction Form (VIF) – Annual Meeting of Shareholders of McCHIP RESOURCES INC. to be held on date June 16, 2022.

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the Information Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

How to Vote

• INTERNET TELEPHONE

• • Go to www.tsxtrust.com/voteUse any touch-tone phone, call toll proxy free in Canada and United States

• • Cast your vote online 1-888-489-5760 and follow the • View Meeting documents voice instructions

To vote by telephone or internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX OR EMAIL

• Complete and return your signed VIF in the envelope provided or send to:

  • TSX Trust Company, Proxy Department P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your VIF to TSX Trust Company at 416368-2502 or 1-866-781-3111 (toll free in North America) or scan and email to proxyvote@tmx.com .

An undated VIF is deemed to be dated on the day it was received by TSX Trust Company.

1. Your voting instructions will be recorded on receipt of the VIF.

2. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

All VIFs must be received by cut off date of 5:00 p.m. (Toronto Time) June 14, 2022.

1. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

2. This VIF should be read in conjunction with the Information Circular and other proxy materials provided by Management.