Metalex Ventures Ltd. — AGM Information 2020

Nov 14, 2020

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Security Class

Holder Account Number

Form of Proxy - Annual General Meeting to be held on December 4, 2020

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 9:30 am, PST, on December 2, 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 Metalex Ventures Ltd. hereby appoint: Charles OR Print the name of the person you are Fipke, Chairman, or failing him, Chad Ulansky, President and CEO, or failing appointing if this person is someone him, Jennifer Irons, CFO and 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 Annual General Meeting of shareholders of Metalex Ventures Ltd. to be held at the Ramada Kelowna, 2170 Harvey Avenue, Kelowna, BC on Friday, December 4, 2020 at 9:30 am, PST and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

					For	Against
1.Number of Directors
To set the number of Directors at four (4).
2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	------- Fold
01. Charles E. Fipke		02. Chad S. Ulansky		03. Lorie Waisberg
04. Glenn Kent Nolan
					For	Withhold
3.Appointment of Auditors
To appoint Davidson & Company, LLP as		Auditors of the Company for the ensuing year.
4.Share Option Plan					For	Against
To ratify and approve the Company’s share option plan, dated for reference October 23, 2009, as amended on October 12, 2011, for continuation
until the next annual general meeting of the Company.
5.Consolidation of Common Shares					For	Against
To approve the ordinary resolution to alter the share structure of the Company to consolidate the Common Shares on a basis of up to twenty (20)
pre-consolidated Common Shares for one (1) post-consolidated Common Share, at the discretion of the Board of Directors of the Company and
without further shareholder approval, as such Consolidation of Common Shares is described in detail in the accompanying Information Circular.
					For	Against	------- Fold

6. Shares for Debt

To approve the ordinary resolution, by disinterested shareholder vote, to authorize the Board of Directors of the Company to proceed with the Shares for Debt Transaction as described in detail in the accompanying Information Circular.

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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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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 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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