Royalties Inc. — Proxy Solicitation & Information Statement 2022

May 18, 2022

==> picture [141 x 30] intentionally omitted <==

PROXY SOLICITED BY THE MANAGEMENT OF THE CORPORATION

For the Annual and Special Meeting of Shareholders in 2022

The undersigned shareholder of Xtierra Inc. (the " Corporation ") hereby appoints Timothy Gallagher, President, or failing him, Gerald Gauthier, Director, or instead of the foregoing persons, _________________________________________________, as proxy of the undersigned to attend and act at the Annual and Special Meeting of Shareholders of the Corporation to be held by Zoom Call link only, on Monday, the 20[th] day of June 2022, at 11:00 a.m. (Toronto time) and at any adjournment or adjournments thereof and to vote the number of shares in the Corporation's capital that the undersigned would be entitled to vote if personally present:

Management recommends shareholders VOTE FOR the matters set out it items (a) (b) and (c) below.

The undersigned specifies that all of the voting shares owned by the undersigned and represented by this form of Proxy shall be:

• (a) VOTED FOR or WITHHELD FROM VOTING in respect of the election of the following directors:

For Withhold 1 Timothy Gallagher ( ) ( ) 2 Gerald Gauthier ( ) ( ) 3 Andrew Robertson ( ) ( ) 4 Paul O’Brien ( ) ( )

• (b) VOTED FOR ( ) OR WITHHOLD ( ) in respect of the appointment of McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Corporation and authorizing the directors to fix their remuneration;

• (c) VOTED FOR ( ) OR AGAINST ( ) in respect of the Ratification of the Corporation’s Stock Option Plan; and

• (d) At the discretion of the said Proxyholder, to vote upon any amendments or variation of the above matters or any other matter that may properly brought before the Meeting or any adjournment thereof.

This Proxy is solicited on behalf of the Management of the Corporation and will be voted as directed in the space provided above or, if no direction is given, it will be voted FOR each resolution. The persons named in this Proxy are officers of the Corporation. Each shareholder has the right to appoint a person, who need not be a shareholder, to attend and to act for and on behalf of such shareholder at the Meeting, other than the persons designated above. To exercise such rights, the names of the persons designated by Management to act should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

DATED this day of , 2022

Signature of Shareholder

Shareholder’s Name (Please Print)

NOTES

• In the event that the date is not completed, this Proxy will be deemed to be dated upon the day that it is mailed by the Corporation to the securityholder.

1. This Proxy will not be valid and will not be acted upon or voted unless it is signed and delivered to Xtierra Inc., Investor Communications – AGM Proxy, 1805-55 University Avenue, Toronto, Ontario, M5J 2H7 no later than 11:00 a.m. on June 17, 2022. An enclosed envelope is included with this Proxy.

2. In addition to any revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the securityholder or his attorney duly authorized in writing or, if the securityholder is a company, under its corporate seal by an officer or attorney thereof duly authorized and deposited at the registered office of the Corporation, at any time up to and including 11:00 a.m. on the last Business Day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used, or with the Chairman at the Meeting on the date of the Meeting, or any adjournment thereof, and upon such deposit, the Proxy is revoked.

3. If the appointee is a corporation, the Proxy must be exercised under its corporate seal or signed by an officer or attorney duly authorized. Persons signing as executors, administrators, trustees, etc. should so indicate.