Royal Helium Ltd. — Proxy Solicitation & Information Statement 2020

Oct 30, 2020

ROYAL HELIUM LTD.

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Wednesday, November 25, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

• 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
• 1. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
• 1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, 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.
• 1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am (Saskatoon Time), on Monday, November 23, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

• • Go to the following web site: www.investorvote.com
• • Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder

I/We being holder(s) of Royal Helium Ltd. hereby appoint: Andrew OR Davidson, or failing him, Jeff Sheppard					Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Royal Helium Ltd. to be held solely by means of remote communication by telephone at Canada/USA Toll Free: 1-800-319-4610, Germany Toll Free: 0800-180-1954, International Toll: +1-604-638-5340 on Wednesday, November 25, 2020 at 10:00 am (Saskatoon Time) and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Number of Directors									For	Against
To set the number of Directors at five (5).
2. Election of Directors	For	Withhold			For	Withhold			For	Withhold	------- Fold
01. Andrew Davidson			02. Tom MacNeill				03. John Pringle
04. Sylvain Laberge			05. Campbell Becher
3. Appointment of Auditors Appointment of McGovern, Hurley, Cunningham, LLP, Chartered Professional Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.									For	Withhold
									For	Against
4. Annual Approval of Stock Option Plan To approve the Corporation's Stock Option Plan.
											------- Fold
Authorized Signature(s) - This section must be completed for your instructions to be executed.					Signature(s)			Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.