Red Pine Exploration Inc. — Proxy Solicitation & Information Statement 2020

Feb 11, 2020

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Red Pine Exploration Inc.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting March 11, 2020 at 10:00 a.m. (EST) Wildeboer Dellelce LLP, Suite 800 Wildeboer Dellelce Place 365 Bay Street, Toronto, ON M5H 2V1

(the “Meeting”)

RECORD DATE: January 27, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: March 9, 2020 at 10:00 a.m. (EST)

VOTING METHOD

FILING DEADLINE FOR PROXY: March 9, 2020 at 10:00 a.m. (EST)	FILING DEADLINE FOR PROXY: March 9, 2020 at 10:00 a.m. (EST)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	TSX Trust Company 301 – 100 Adelaide Street West Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Quentin Yarie , whom failing Gregory Duras , or failing both of them Eric Steffler (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
	a) Quentin Yarie
	b) Drew Anwyll
	c) Peter Kampian
	d) Robert Dodds
	e) Andrew Baumen
2. Appointment of Auditors		FOR						WITHHOLD
Appointment ofMNP LLP, Chartered Accountantsas Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
3. Re-Approval of Stock Option Plan		FOR						AGAINST
To consider, and if deemed advisable, pass an ordinary resolution re-approving the continued use of the Company's 10% rolling stock option plan, as more particularly described in the accompanying information circular.
4. Consolidation of Issued and Outstanding Securities on an up to 10:1 Basis		FOR						AGAINST
To consider, and if deemed advisable, pass a special resolution to consolidate the issued and outstanding securities of the Company on, at the
discretiion of the Board of Directors, an up to ten (10) old for one (1) new basis, as more particularly described in the accompanying information circular.

To consider, and if deemed advisable, pass an ordinary resolution re-approving the continued use of the Company's 10% rolling stock option plan, as
more particularly described in the accompanying information circular.
4. Consolidation of Issued and Outstanding Securities on an up to 10:1 Basis			FOR		AGAINST
To consider, and if deemed advisable, pass a special resolution to consolidate the issued and outstanding securities of the Company on, at the
discretiion of the Board of Directors, an up to ten (10) old for one (1) new basis, as more particularly described in the accompanying information
circular.

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 COMPANY.

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 Company.

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 Company.

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.

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management’s discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

Red Pine Exploration Inc. has elected to utilize notice-and-access and provide you with the following information:

Meeting materials are available electronically at www.sedar.com and also at http://docs.tsxtrust.com/2156

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869 or email TMXEInvestorServices@tmx.com. In order to receive a paper copy in time to vote before the meeting, your request should be received by March 2, 2020.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

 [Annual Financial Statements with MD&A ]

 [Interim Financial Statements with MD&A ]

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

 Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

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

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en

Red Pine Exploration Inc. 2020

To register, please visit www.tsxtrust.com/investorinsite

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

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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