Prospector Metals — Proxy Solicitation & Information Statement 2024

Apr 26, 2024

PROSPECTOR METALS CORP. (the " Company ")

Annual General Meeting May 23, 2024 at 11:00 AM (Canada/Pacific Daylight) Prospector Metals Corp., Suite 1012-1030 West Georgia St., Vancouver, BC V6E 2Y3 at 11:00 am PST (the " Meeting ")

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Voting Instructions - Guidelines and Conditions

The Company is providing you the enclosed proxy-related materials for their securityholder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form ('VIF') is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.

We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

THIS VOTING INSTRUCTION FORM SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

Voting Instructions and Authority - Notes

1. THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE COMPANY.

2. If you appoint the Management Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendation highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

3. The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.

4. If internet voting is available, you can provide your voting instructions on the website (see "Internet" section under "Voting Method").

5. To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the securityholders of the Company.

6. This form does not convey any right to vote in person at the Meeting.We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted. If you want to attend the meeting and vote in person, write your name in the place provided for that purpose on the reverse of this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, contact your advisor.

7. Guidelines for proper execution of the VIF are available at www.stac.ca. Please refer to the Proxy Protocol.

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VOTING METHOD
Internet Go to www.voteproxyonline.com and enter the 12 digit
control number
FACSIMILE 416-595-9593
MAIL or HAND TSX Trust Company
DELIVERY 301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-866-600-5869
Email: tsxtis@tmx.com
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VOTING INSTRUCTION FORM (“VIF”)

PROSPECTOR METALS CORP. (the " Company ") CONTROL NUMBER: «CONTROL_NUMBER» Annual General Meeting May 23, 2024 at 11:00 AM (Canada/Pacific Daylight) Prospector Metals Corp., Suite 1012-1030 West Georgia St., Vancouver, BC V6E 2Y3 at 11:00 am PST SECURITY CLASS: Common Shares RECORD DATE: April 12, 2024 FILING DEADLINE FOR May 21, 2024 at 11:00 AM PROXY: (Canada/Pacific Daylight)

APPOINTEES

The undersigned hereby appoints Robert Carpenter, President & CEO whom failing Danica Topolewki, Corporate Secretary (the “Management Nominees”) or instead of any of them, the following Appointee

PLEASE PRINT APPOINTEE NAME

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

RESOLUTIONS -	- SEE VOTING GUIDELINES ON REVERSE - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED	- SEE VOTING GUIDELINES ON REVERSE - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED	TEXT ABOVE THE BOXES	TEXT ABOVE THE BOXES
1. Number of Directors	FOR	AGAINST 2. Election of Directors		FOR	WITHHOLD
To set the number of Directors at 4		A) Robert Carpenter
		B) Craig Roberts
		C) Andrew Rockandel
		D) Ian Parkinson
3. Appointment of Auditor	FOR	WITHHOLD 4. Omnibus Incentive Plan		FOR	AGAINST
Appointment of Davidson & Company LLP, Chartered Professional Accountants as Auditor of the Company for the ensuing year and authorizing the Directors to fx their		To ratify, confrm and approve the Company's new 10% "rolling" omnibus incentive plan, as more particularly described in the accompanying information circular.
remuneration.

PLEASE PRINT NAME

The VIF revokes and supersedes all earlier dated VIF and MUST BE SIGNED Signature of registered owner(s)

Date(MM/DD/YYYY)

Interim Financial Statements – Mark this box if you would like to receive Annual Financial Statements – Mark this box if you would like Annual Interim Financial Statements and Management’s Discussion and Analysis. Financial Statements and Management’s Discussion and Analysis. If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593