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Pelangio Exploration Inc. Proxy Solicitation & Information Statement 2020

May 27, 2020

46380_rns_2020-05-27_7c7fd971-5723-4edf-99bf-339743e4dd0e.pdf

Proxy Solicitation & Information Statement

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PELANGIO EXPLORATION INC.

Form of Proxy - Annual General Meeting to be held on June 29, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. At the Meeting, holders of common shares (“Common Shares”) of the Corporation are entitled to vote by virtue of the rights attached to such shares. Holders of Common Shares are entitled to one vote for every Common Share held. It is expected that the solicitation of proxies will be primarily by mail. Proxies may also be solicited personally or by telephone by directors, officers or employees of the Corporation at nominal cost. The cost of this solicitation will be borne by the Corporation.

  2. This form of proxy (“Instrument of Proxy”) must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation or association, by a duly authorized officer or attorney of the corporation or association, and if executed by an officer or attorney, the original or notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

  3. A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the scrutineers before the Meeting begins.

  4. A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may: (a) appoint one of the management designated proxyholders named on the Instrument of Proxy, by leaving the wording and appointing a nominee as is. Where no choice is specified by a Registered Shareholder with respect to a matter set out in the Instrument of Proxy, a management designated appointee acting as a proxyholder will vote in favour of each matter identified in this Instrument of Proxy; OR (b) appoint another proxyholder, who need not be a Registered Shareholder of the Corporation, to vote according to the Registered Shareholder’s instructions, by striking out the management designated proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder or by completing another proper form of proxy and delivering same to the Toronto office of the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada (“Computershare”). If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

  5. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for. If the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. In the absence of instructions made on an Instrument of Proxy, it is the intention of the Management designee, if named as proxyholder, to vote in favour of all of the matters referred to in the Notice of Meeting and Management Information Circular. This Proxy confers discretionary authority with respect to amendments or variations of the matters identified in the Notice of Meeting and Management Information Circular and with respect to other matters which might properly come before the Meeting. The securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

  6. If a Registered Shareholder has submitted an Instrument of Proxy, the Registered Shareholder may still attend the Meeting and may vote in person. To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, his/her prior proxy.

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  1. In addition to revocation in any manner permitted by law, a proxy may be revoked by an instrument in writing signed by the Registered Shareholder or attorney duly authorized in writing and deposited with the registered office of Pelangio Exploration Inc. at any time up to and including the last business day preceding the day of the Meeting or with the Chair of the Meeting on the day of the Meeting. See Management Information Circular.

  2. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am, Eastern Time, on Thursday, June 25, 2020.

01MD4A

Appointment of Proxyholder

I/We, being holder(s) of Pelangio Exploration Inc. (the “Corporation”) Print the name of the person you are hereby appoint: Ingrid Hibbard , President and Chief Executive Officer of appointing if this person is someone the Corporation, or failing her, Paul Rokeby , Chief Financial Officer OR other than the Management Nominees listed herein.

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 Meeting (the “Meeting”) of shareholders (“Shareholders”) of the Corporation to be held at 4139 Britannia Road, Burlington, Ontario L7M 0R8 on Monday, June 29, 2020 at 10:00 am (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

1. Election of Directors
For Withhold For Withhold For Withhold
01. Ingrid Hibbard 02. Carl Nurmi 03. David Mosher
04. David Paxton 05. Jean Claude St.-Amour 06. Kevin Thomson Fold
For Withhold
2. Appointment of Auditors
Appointment of McGovern Hurley LLP, Chartered Professional Accountants, as Auditors of the Corporation.
For Against

3. Remuneration of Auditors

Authorizing the Directors of the Corporation to fix the remuneration of the Auditors.

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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)
MM /DD /YY
Date

P G N Q

2 9 7 6 0 6

01MD5A