Mirasol Resources Ltd. — Proxy Solicitation & Information Statement 2020

Jun 10, 2020

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Form of Proxy - Annual and Special General Meeting to be held on Wednesday, July 8, 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 10:00 am, PDT, on July 6, 2020.

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Appointment of Proxyholder

I/We being holder(s) of Mirasol Resources Ltd. hereby appoint(s): Dana Prince, or failing him, Norman Pitcher

OR Print the name of the person you are appointing if this person is someone 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 in accordance with the discretionary authority hereby conferred, to attend, act and to vote on all other matters that may properly come before the Annual and Special General Meeting of shareholders of Mirasol Resources Ltd. to be held at Suite 1150 – 355 Burrard Street, Vancouver, BC, on July 8, 2020 at 10:00 a.m., PDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors							For	Against
To set the number of Directors at six (6).
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2.Election of Directors	For	Withhold		For	Withhold		For	Withhold	Fold
01. Dana H. Prince			02. Nick DeMare			03. John Tognetti
04. Patrick C. Evans			05. Diane Nicolson			06. Norman Pitcher
							For	Withhold

3. Appointment of Auditors

Appointment of Davidson & Company, Chartered Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

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4.Approval of Stock Option Plan	For	Against
Approval of Stock Option Plan.
	For	Against

5. Approval of Restricted Share Unit Plan

Approval of Restricted Share Unit Plan.

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Authorized Signature(s) - This section must be completed for your Signature(s) instructions to be executed.

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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.

Date

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M S R Q