Pantera Silver Corp. — Proxy Solicitation & Information Statement 2020

Mar 6, 2020

------Fold

------Fold

==> picture [171 x 38] intentionally omitted <==

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

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Thursday, April 16, 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 1 o’clock p.m., Eastern Standard Time on Tuesday, April 14, 2020.

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

------Fold

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

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

Appointment of Proxyholder

I/We being holder(s) of Heritage Cannabis Holdings Corp. hereby OR Print the name of the person you are appoint(s): Clinton Sharples, Chief Executive Officer, President and a appointing if this person is someone Director of the Company or failing him, Elizabeth Thomas, Corporate other than Clinton Sharples or Secretary of the Company Elizabeth Thomas.

==> 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 Heritage Cannabis Holdings Corp. to be held at Yorkville Conference Centre, 150 Bloor St. W., Suite 201, Toronto, Ontario, Canada M5S 2X9, on Thursday, April 16, 2020 at 1 o’clock p.m. 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 For Withhold For Withhold 01. Donald Ziraldo 02. Clinton Sharples 03. Graeme L. Staley 04. Celine Arsenault

1.Election of Directors
	For	Withhold	For	Withhold		For	Withhold
01. Donald Ziraldo		02. Clinton Sharples			03. Graeme L. Staley
								-------
								Fold
04. Celine Arsenault
						For	Withhold
2.Appointment of Auditors
Appointment MNP LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year.
						For	Against

3. Number of Directors

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT the number of directors to be elected for the time being shall be four (4) and that the number of directors of the Company from time to time may be determined, within the minimum and maximum set out in the Company’s articles of continuance, by a resolution of the directors, subject to the limitations set out in the Business Corporations Act (Ontario).

==> picture [15 x 16] intentionally omitted <==

==> picture [15 x 16] 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)

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

Date

==> 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 <==

T J M Q

3 0 5 0 5 9

A R 1