Otso Gold Corp. — Proxy Solicitation & Information Statement 2020

Dec 22, 2020

------Fold

------Fold

OTSO GOLD CORP.

==> picture [106 x 59] intentionally omitted <==

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Wednesday, January 20, 2021

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, (Toronto Time), on January 18, 2021.

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

==> picture [180 x 38] intentionally omitted <==

----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

==> picture [179 x 38] intentionally omitted <==

----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

==> picture [43 x 44] intentionally omitted <==

• 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

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Appointment of Proxyholder

I/We being holder(s) of Otso Gold Corp. hereby appoint(s): Brian Wesson, or failing him, Clyde Wesson, or failing him, Mark Gelmon

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

==> picture [148 x 30] intentionally omitted <==

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 and Special Meeting of shareholders of Otso Gold Corp. to be held at the offices of Aird & Berlis LLP, Barristers & Solicitors, Brookfield Place, Suite 1800, 181 Bay Street, Toronto, Ontario, M5J 2T9, on January 20, 2021 at 10:00 am (Toronto Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

==> picture [557 x 8] intentionally omitted <==

1.Election of Directors
ForWithhold	ForWithhold	For	Withhold
01. Brian Wesson02. Clyde Wesson	03. Yvette Harrison
				-------
04. Christopher Towsey05. Vladimir Lelekov	06. Nicolas Pascault			Fold
07. Victor Koshkin08. Martin Smith
		For	Withhold
2.Appointment of Auditors
Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as Auditors of the Corporation for the ensuing year and authorizing the Directors
to fix their remuneration.
		For	Against
3.Approval of PFL Raahe Holdings LP as a New ‘Control Person’
RESOLVED THAT:
1. PFL be and is hereby authorized to become a new ‘Control Person’ (as defined in the policies of the TSXV) upon exercise of its conversion rights under the
Debentures it acquired in the 2020 Debenture Financing; and
2. Any one officer or director of the Corporation be and is hereby authorized for and on behalf of the Corporation to execute and deliver all such instruments and
documents and to perform and do all such acts and things as may be deemed advisable in such individual’s	discretion and for the purpose of giving effect to this
resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.
		For	Against
4.Approval of Brunswick Gold Ltd as a New ‘Control Person’ Upon Completion of Equity Financing
RESOLVED THAT:
1. The Investor be and is hereby authorized to become a new ‘Control Person’ (as defined in the policies of the TSXV) upon completion of the Equity Financing on
such terms as are more particularly described in the management information circular of the Corporation dated December 21, 2020; and
2. Any one officer or director of the Corporation be and is hereby authorized for and on behalf of the Corporation to execute and deliver all such instruments and
documents and to perform and do all such acts and things as may be deemed advisable in such individual’s	discretion and for the purpose of giving effect to this
resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.
				-------
		For	Against	Fold

5. Approval of Stock Option Plan

WHEREAS the policies of the TSXV require annual shareholder approval for the continuation of the rolling stock option plan of the Corporation (the “Plan”); RESOLVED THAT:

1. the Plan is hereby authorized and approved; and

2. any one officer and director of the Corporation be and is hereby authorized for and on behalf of the Corporation to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual’s discretion for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

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) Date

==> picture [148 x 29] intentionally omitted <==

==> picture [94 x 20] intentionally omitted <==

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.

==> picture [15 x 15] intentionally omitted <==

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.

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

F T R Q

3 1 9 4 8 3

A R 1