PPX Mining — Proxy Solicitation & Information Statement 2024

Mar 6, 2024

==> picture [131 x 28] intentionally omitted <==

Instrument of Proxy for the 2024 Annual & Special Meeting of Shareholders

This Instrument of Proxy is solicited on behalf of management of PPX Mining Corp. (the “Corporation”) in connection with the 2024 Annual & Special Meeting of Shareholders to be held on March 28, 2024, at 10:00 a.m. (Toronto Time) at 82 Richmond Street East, Toronto, Ontario, and any adjournments or postponements thereof (the “Meeting”).

____________ The undersigned shareholder(s) of the Corporation hereby appoints Pompeyo Gallardo, Chief Financial Officer of the Corporation or failing this person Brian Imrie, Executive Chairman and a Director of the Corporation, or instead of either of the foregoing, the person named below as proxy of the undersigned, with full powers of substitution and to vote in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Meeting. The shares represented by this Instrument of Proxy will be voted for, withheld or against from voting in accordance with the instructions of the shareholder on any ballot that may be called for, and where the shareholder has specified a choice with respect to the matters below will be voted as directed below or, if no direction is given, will be voted in favour of the matter.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES

FOR AGAINST FOR WITHHOLD

1. Number of Directors To set the number of Directors to be elected at the Meeting at five for the ensuing year. 2. Election of Directors 01 Brian Imrie 02 John Menzies 03 John Thomas 04 Fernando Pickmann Dianderas 05 Bruno Kaiser

FOR WITHHOLD FOR AGAINST

3. Appointment of Auditor

To re-appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year at a remuneration to be fixed by the directors.

4. Ratification of Approved Stock Option Plan

To consider and, if thought fit, to pass an ordinary resolution to ratify, confirm and approve the Corporation’s stock option plan, as more particularly described in the accompanying Information Circular.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another person, as that other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit.

______ ___ Signature(s) Date

Please sign exactly as your name(s) appear below. Please see reverse for additional instructions. All Proxies must be received by 10:00 am (Toronto Time) on Tuesday, March 26, 2024.

==> picture [325 x 47] intentionally omitted <==

Form of Proxy – Annual & Special Meeting of Shareholders of PPX Mining Corp. to be held at 10:00 a.m. (Toronto Time) on March 28, 2024 (the “ Meeting ”).

NOTES:

1. Each shareholder has the right to appoint a proxy, other than the persons designated above, who need not be a shareholder, to attend and act and vote for him or her and on his or her behalf at the Meeting. To exercise such right, the name of the shareholder's appointee should be legibly printed in the blank space provided. The person appointed proxy must be present at the Meeting to vote.

2. If the shareholder is a corporation, its corporate seal must be affixed or this Instrument of Proxy must be signed by an officer or attorney thereof duly authorized.

3. This Instrument of Proxy must be dated and signed by the shareholder, or by his or her attorney authorized in writing, and the signature hereon should be exactly the same as the name in which the shares are registered. If this Instrument of Proxy is undated, it will be deemed to be dated the date on which it was received by or on behalf of the Corporation.

HOW TO VOTE

INTERNET

• Go to www.meeting-vote.com

• Cast your vote online

• View meeting documents

To vote by internet you will need your control number. If you vote by internet, do not return this Proxy.

MAIL, FAX or EMAIL

• Complete and return your signed Proxy in the envelope provided or send to:

TSX Trust Company, Attention: Proxy Department P.O. Box 721, Agincourt, ON, M1S 0A1

• You may alternatively fax your Proxy to 416-595-9593 or scan and email to proxyvote@tmx.com

An undated Proxy is deemed to be dated on the day it was received by TSX

4. Persons signing this Instrument of Proxy as executors, administrators, trustees, etc. should so indicate and give their full title as such.

5. This Instrument of Proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and submitted to TSX Trust Company any time up to 10:00 a.m. (Toronto Time) on March 26, 2024, or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment(s) or postponement(s) of the Meeting (the " Proxy Deadline ").

All PROXIES must be received by 10:00 am (Toronto Time), Tuesday, March 26, 2024

6. If you appoint a proxy holder and submit your voting instructions and subsequently wish to change your appointment or voting instructions you may resubmit your proxy, any time up to the Proxy Deadline. When resubmitting a proxy, the latest proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that your latest proxy is submitted any time up to the Proxy Deadline.

7. For further information, see "Voting By Proxy", “Appointment of Proxyholder” and “Completion and Return of Proxy” in the Information Circular.

8. A proxy is valid only at the meeting in respect of which it is given or any adjournment(s) or postponement(s) of that meeting.

9. The proxyholder has discretionary authority on any amendments or variations to the matters set forth herein and any other matters that may properly come before the Meeting. As at February 16, 2024, management of the Corporation was not aware that any such amendments, variations or other matters that are to be presented at the Meeting.