Nickel 28 Capital Corp. — Proxy Solicitation & Information Statement 2020

May 22, 2020

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Conic Metals Corp. (the “Company”)

FORM OF PROXY (“PROXY”)

Annual General and Special Meeting June 19, 2020 at 9:00 a.m. (Toronto time) Offices of Conic Metals Corp., 4 King Street West, Suite 401 Toronto, Ontario, Canada, M5H 1B6 (the “Meeting”)

RECORD DATE: May 18, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: June 17, 2020 at 9:00 a.m. (Toronto time)

VOTING METHOD

FILING DEADLINE FOR PROXY: June 17, 2020 at 9:00 a.m. (Toronto time)	FILING DEADLINE FOR PROXY: June 17, 2020 at 9:00 a.m. (Toronto time)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Anthony Milewski , whom failing Justin Cochrane, or failing both of them Conor Kearns (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder 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 Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Number of Directors	1. Number of Directors	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
To Set the Number of Directors at 5.
2. Election of Directors		FOR					WITHHOLD
	a) Justin Cochrane
	b) Candace MacGibbon
	c) AnthonyMilewski
	d) Maurice Swan
	e) PhilipWilliams
3. Appointment of Auditor		FOR					WITHHOLD
Appointment ofBaker Tilly WM LLP, Chartered Professional Accountantsas Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
4. Approval of Omnibus LTIP		FOR					AGAINST
To consider and, if deemed advisable, pass an ordinary resolution, the full text of which is set out in the Management Information Circular of the Company, confirming and approving the omnibus long-term incentive plan of the Company.

To consider and, if deemed advisable, pass an ordinary resolution, the full text of which is set out in the Management Information Circular of the Company, confirming and approving the omnibus long-term incentive plan of the Company.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

 [Annual Financial Statements with MD&A ]

• [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

3. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

4. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

5. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

Conic Metals Corp. 2020

COVID-19 WARNING:

This year, to proactively deal with the unprecedented public health impact of the ongoing novel coronavirus disease outbreak (“ COVID19 ”), to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, and in order to comply with the measures imposed by the federal and provincial governments, shareholders of the Company are respectfully asked not to attend in person at the Meeting . The Company will be strictly restricting physical access to the Meeting and only registered shareholders and formally appointed proxy holders will be entitled to attend. In order to comply with government orders concerning the maximum size of public gatherings and required social distancing parameters, the Company may be unable to admit shareholders to the Meeting.

All shareholders of the Company are strongly encouraged to cast their vote by submitting this proxy prior to the Meeting by one of the means described in the accompanying Management Information Circular.

1. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register Online Now ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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