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Northern Superior Resources Inc. Proxy Solicitation & Information Statement 2022

Aug 25, 2022

43608_rns_2022-08-25_38ea735a-da92-450a-8a86-5178abb8fdcf.pdf

Proxy Solicitation & Information Statement

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General Meeting to be held on September 23, 2022

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 4:15 pm, Eastern Time (1:15 pm, Pacific Time), on September 21, 2022.

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

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 Northern Superior ResourcesInc. (the "Company") hereby appoint: François Perron, or failing thisperson, Thomas Morris, or failing this person, Daniel Rothberg (the"Management Nominees") reverse). If you wish to attend in person or appointsomeone else to attend on your behalf,print your name or the name of yourappointee in this space (see Note #3 on
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 by telephone conference call, on September 23, 2022 at 4:15 pm (Eastern Time) and at anyadjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For Against
1. Number of DirectorsTo fix the Number of Directors at seven (7).
2. Election of DirectorsForWithholdForWithhold For Withhold
01. François Perron 02. Thomas Morris 03. Andrew Farncomb
04. David Beilhartz 05. Michael Gentile 06. Gordon Morrison
07. David Medilek
For Withhold
3. Appointment of AuditorsAppointment of PricewaterhouseCoopers LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix theirremuneration.
For Against
4. Approval of 2022 Equity Incentive PlanBE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:1. the Company's 2022 Equity Incentive Plan, which provides for the award of equity incentives to eligible persons in the form of stock options,restricted share units, performance share units and deferred share units representing, in the aggregate, up to such number of common shares ofthe Company as is equal to ten (10%) percent of the issued and outstanding common shares as at the date of each award (the "2022 Plan"), in theform attached as Schedule "A" to the management information circular of the Company dated August 17, 2022, be and is hereby confirmed, ratifiedand approved, and the Company is hereby authorized to grant awards under the 2022 Plan;
2. the board of directors (the "Board") of the Company is hereby authorized to make such amendments to the 2022 Plan from time to time, as maybe required by the applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always thatsuch amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the2022 Plan, the approval of the Shareholders; and
3. any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to executeor cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered, all such other deeds, documents,instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Company, may benecessary or desirable to carry out the terms of the foregoing resolutions.
Authorized Signature(s) – This section must be completed for yourinstructions to be executed.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. Signature(s) Date
Interim Financial Statements - Mark this box if you wouldlike to receive Interim Financial Statements andaccompanying Management's Discussion and Analysis bymail. mail. Annual Financial Statements - Mark this box if you wouldlike to receive the Annual Financial Statements andaccompanying Management's Discussion and Analysis by
If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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