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

Aug 19, 2021

Q-Gold Resources Ltd.

(the “Corporation”)

FORM OF PROXY (“PROXY”)

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 proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

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

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. 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 Recommendations 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.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

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

Investor inSite

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Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

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