Q-Gold Resources Ltd. — Proxy Solicitation & Information Statement 2021

Aug 19, 2021

Q-Gold Resources Ltd.

(the “Corporation”)

VOTING INSTRUCTION FORM ("VIF")

Annual and Special Meeting September 8, 2021 at 11:00 a.m. EDT 198 Davenport Road, Toronto, Ontario M5R 1J2

(the “Meeting”)

RECORD DATE: July 22, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: September 3, 2021 at 11:00 a.m. EDT

VOTING METHOD

FILING DEADLINE FOR PROXY: September 3, 2021 at 11:00 a.m. EDT	FILING DEADLINE FOR PROXY: September 3, 2021 at 11:00 a.m. EDT
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Kenny Choi, Corporate Secretary of the Corporation, whom failing Deborah Battiston, CFO of the Corporation (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.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
	a) Evan Veryard
	b) Robert C. Bryce
	c) Tito Gandhi
	d) GregoryBiniowsky
2. Appointment of Auditor		FOR						WITHHOLD
Appointment ofMcGovern Hurley LLPas Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
3. Approval of Stock Option Plan		FOR						AGAINST
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT: 1. The Option Plan of the Corporation as described in the Circular, be and is hereby
ratified and re-approved, pursuant to which the board of directors of the Corporation may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Corporation and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of grant; 2. that any director of officer of the Company is hereby authorize and directed to execute and to deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such director or officer may be necessary or desirable to give effect to this resolution.

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
	a) Evan Veryard
	b) Robert C. Bryce
	c) Tito Gandhi
	d) GregoryBiniowsky
2. Appointment of Auditor		FOR						WITHHOLD
Appointment ofMcGovern Hurley LLPas Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
3. Approval of Stock Option Plan		FOR						AGAINST
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT: 1. The Option Plan of the Corporation as described in the Circular, be and is hereby
ratified and re-approved, pursuant to which the board of directors of the Corporation may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Corporation and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of grant; 2. that any director of officer of the Company is hereby authorize and directed to execute and to deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such director or officer may be necessary or desirable to give effect to this resolution.

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of beneficial owner(s) Date (MM/DD/YYYY)

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Voting Instructions – Guidelines and Conditions

The Corporation is providing you the enclosed proxy-related materials for their security holder 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.

Appointing yourself or someone else to vote your securities

If you want to attend the Meeting and vote in person at the Meeting or appoint another person to do so, write your name or the name of the person attending the Meeting in the space labeled “ Please print appointee name ” on the VIF and return it. 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. When you or your Appointee arrives at the Meeting, they should give their name to the scrutineers and state that they are a proxy appointee. The Appointee must attend the Meeting in order for your securities to be voted.

The completed VIF should be delivered to TSX Trust Company, in the envelope provided or by fax to 416-595-9593. Alternatively, if available, you may vote online at www.voteproxyonline.com. The matters to be voted on at the Meeting are set out on the reverse.

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 MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE DEADLINE SPECIFIED ON THE REVERSE IN THE UPPER LEFT SECTION 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. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management 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.

2. 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.

3. If internet voting is available, you can provide your voting instructions on the website noted on the reverse.

4. 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 security holders of the Corporation.

5. 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.

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

For assistance, please contact TSX Trust Company.

Mail: TSX Trust Company 301 - 100 Adelaide Street West Toronto, ON M5H 4H1 Telephone: 416-361-0930 Facsimile: 416-595-9593 Email : TMXEInvestorServices@tmx.com

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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