Northcliff Resources Ltd. — AGM Information 2023

Apr 11, 2023

NORTHCLIFF RESOURCES LTD.

Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General Meeting to be held on April 28, 2023

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

• 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.
• 1. 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, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
• 1. Unless prohibited by law, 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.
• 1. 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.
• 1. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
• 1. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 10:00 a.m., Pacific Time, on Wednesday, April 26, 2023.

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

To Vote Using the Telephone

• • Call the number listed BELOW from a touch tone telephone.
  • 1-866-734-VOTE (8683) Toll Free

• • 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 VIF.

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointee(s)

I/We being holder(s) of securities of Northcliff Resources Ltd. (theIf you wish to attend in person or appointOR"Company") hereby appoint: Andrew Ing, Chief Executive Officer, orsomeone else to attend on your behalf,print your name or the name of yourfailing this person, Marchand Snyman, Chairman and Director, or failingappointee in this space (see Note #3 onthis person, Trevor Thomas, Secretary of the Company (thereverse)."Management Nominees")
	as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that mayproperly come before the Annual General Meeting of shareholders of the Company to be held at 14th Floor, 1040 West Georgia Street, Vancouver, B.C. on April 28, 2023 at 10:00 a.m.(Pacific Time), and at any adjournment or postponement thereof.
	VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Number of Directors
To fix the number of persons to be elected Directors of the Company at seven (7).
2. Election of Directors	For	Withhold		ForWithhold						For	Withhold
01. Robert A. Dickinson			02. Michael Wolley						03. Peter C. Mitchell
04. T. Barry Coughlan		05. Scott D. Cousens							06. Marchand Snyman
07. Andrew Ing
													For	Withhold
3. Appointment of Auditor
To appoint Deloitte LLP as Auditor of the Company for the ensuing year and to authorize the Directors to fix their remuneration.
														Against
4. Deferred Share Unit Plan
To approve the ordinary resolution to ratify and approve the Non-Employee Director Deferred Share Unit Plan (the "DSU Plan"), as approved by theBoard of Directors on March 30, 2023, for continuation for a three-year period, as more particularly described in the accompanying InformationCircular.
														Against
5. Restricted Share Unit Plan
To approve the ordinary resolution, to ratify and approve the Restricted Share Unit Plan (the "RSU Plan"), as approved by the Board of Directors onMarch 30, 2023 as amended, for continuation for a three-year period, as particularly described in the accompanying Information Circular.
Authorized Signature(s) – This section must be completed for yourinstructions to be executed.						Signature(s)Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any VIF previously given with respect to the Meeting. If no voting instructions areindicated above, and the VIF appoints the Management Nominees, this VIF will be votedas recommended by Management.

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