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Q2 Metals Corp. Proxy Solicitation & Information Statement 2020

Oct 7, 2020

46625_rns_2020-10-06_dcd8c76b-2f20-454c-b29e-ed5bcca54d42.pdf

Proxy Solicitation & Information Statement

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MINFOCUS EXPLORATION CORP.

Voting Instruction Form (“VIF”) – TYPE OF MEETING to be held on DATE OF MEETING

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United Kingdom Building 323 – 409 Granville St Vancouver, BC V6C 1T2

Appointee(s)

I/We being the undersigned holder(s) of Minfocus Exploration Corp. hereby appoint Alicia Milne or failing this person, Jody Bellefleur OR

Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:

as my/our appointee 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 appointee sees fit) and all other matters that may properly come before the Annual and Special Meeting (the “Meeting”) of Minfocus Exploration Corp. (the “Corporation”) to be held at Suite 440, 755 Burrard Street, Vancouver, BC Canada at 10:00 am (Vancouver Time) or at any adjournment thereof.

For Against
1. Number of Directors.To set the number of directors to be elected at the Meeting at five (5).
2. Election of Directors.
For Withhold For Withhold For Withhold
a.
Alicia Milne
b.
Jody Bellefleur
c.
Kenneth De Graaf
d.
Graham Wilson
e.
Leo Power
3. Appointment of Auditors. For Withhold
To appoint De Visser Gray LLP as Auditors of the Corporation for the ensuing year and authorize the directors to fix their remuneration.
4. Stock Option Plan. For Against
To consider and, if thought appropriate, to pass, with or without amendment, an ordinary resolution to approve the Corporation’s Stock Option Plan.
5. Repricing of Stock Options. For Against

5. Repricing of Stock Options. To consider and, if thought appropriate, to pass, with or without amendment, an ordinary resolution by the majority of disinterested shareholders approving the re-pricing of 542,857 stock options previously granted to insiders of the Corporation as described in the Information Circular.

Authorized Signature(s) – This section must be completed for your Signature(s): Date instructions to be executed. I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby / / revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management. Interim Financial Statements – Check the box to the right if you Annual Financial Statements – Check the box to the right would like to receive interim financial statements and accompanying if you would like to receive the Annual Financial Statements and Management’s Discussion & Analysis by mail. See reverse for accompanying Management’s Discussion and Analysis by mail. instructions to sign up for delivery by email. See reverse for instructions to sign up for delivery by email.

MM / DD / YY

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

VIFs must be received by 10:00am, Pacific time, on October 26, 2020

Notes to VIF

  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 appointee 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 holders must sign this VIF 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 VIF with signing capacity stated.

  3. This VIF should be signed in the exact manner as the name appears on the VIF.

  4. If this VIF 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 VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.

  6. The securities represented by this VIF 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 VIF 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 VIF should be read in conjunction with the accompanying documentation provided by Management.

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

To Vote Your VIF Online please visit:

http://odysseytrust.com/Transfer-Agent/Login and click

on . You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this VIF.

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 .

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.