Peruvian Metals Corp. — Proxy Solicitation & Information Statement 2022

Jun 7, 2022

PERUVIAN METALS CORP.

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Form of Proxy – Annual and Special Meeting to be held on June 28, 2022

Trader’s Bank Building 702, 67 Yonge Street Toronto, ON M5E 1J8

Appointment of Proxyholder

I/We being the undersigned holder(s) of Peruvian Metals Corp. hereby appoint Jeffrey J. Reeder or failing this person, Justin Bourassa OR

Print the name of the person you are appointing if this person is someone 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 holder 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 and Special Meeting of Peruvian Metals Corp. to be held at 250 Southridge, Suite 300, Edmonton, AB T6H 4M9 and virtually on-line at https://wildlaw-ca.zoom.us/j/88609815087 at 10:00 am (Edmonton time) or at any adjournment thereof.

1.	Election of Directors. ForWithhold ForWithhold	For	Withhold
	a. Steven Brunelle b. Oscar Pezo c. John P. Thompson
	d. Jeffrey J. Reeder e. Daniel Hamilton
2.	Appointment of Auditors.To approve the re-appointment of MNP LLP, Chartered Accountants, as the auditors of the Corporation for the For		Withhold
	ensuing year and authorizing the Directors to fix their renumeration.
3.	Continuance of Corporation.To approve a special resolution substantially in the form set out in the accompanying management information For		Against
	circular (the “Circular”) authorizing and approving the continuance (the “Continuance”) of the Corporation from the federal jurisdiction of Canada
	to the Province of Alberta in accordance with the Business Corporations Act (Alberta) (the“ABCA”).
4.	Stock Option Plan.To approve an ordinary resolution substantially in the form set out in the accompanying Circular re-approving the For		Against
	Corporation’s stock option plan (the “Plan”) and ratifying, approving and authorizing certain amendments to the Plan in accordance with the
	policies of the TSX Venture Exchange.

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 / /

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to RECEIVE Interim Financial Statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to DECLINE to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 10:00 a.m., Edmonton time, on June 24, 2022.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears 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 or withheld from voting, 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

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

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

Shareholder Address and Control Number Here

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. A return envelope has been enclosed for voting by mail.