Tarku Resources Ltd.

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on March 9, 2021

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

Notes to proxy

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).
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.
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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.
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.
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.
This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 pm, Montreal Time, on March 5, 2021.

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

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To Vote Using the Telephone
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To Vote Using the Internet
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Call the number listed BELOW from a touch tone telephone.
Go to the following web site: www.investorvote.com
Smartphone?
1-866-732-VOTE (8683) Toll Free 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

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Appointment of Proxyholder

I/We being holder(s) of Tarku Resources Ltd hereby appoint(s): Julien Davy, or failing him, Bernard Lapointe

OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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as my/our proxyholder, with full power of substitution, to attend, act and 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 with respect to all other matters that may properly come before the Annual and Special Meeting of shareholders to be held via a conference call, on March 9, 2021 at 11:00 am (Montreal Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of Directors	1.Election of Directors	1.Election of Directors	1.Election of Directors	1.Election of Directors	1.Election of Directors	1.Election of Directors
01. Julien Davy For Withhold 02. Jeff Sheppard For Withhold 03. Kyle Appleby 04. Bernard Lapointe 05. David Watkinson	For	Withhold	For	Withhold		For

1.Election of Directors
	For	Withhold	For	Withhold	For	Withhold
01. Julien Davy		02. Jeff Sheppard		03. Kyle Appleby
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04. Bernard Lapointe		05. David Watkinson
					For	Withhold
2.Appointment of Auditors
To appoint the Davidson & Company LLP		auditor of the Corporation and to authorize the Board	of Directors to fix its remuneration.
3.Resolution / Stock Option Plan					For	Against
To consider and, if deemed advisable,	adopt a resolution to ratify and confirm the stock option plan			of the Corporation.
					For	Against

4. Resolution / Issuance of Shares

To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the issuance of up to 5,275,000 common shares of the Corporation to 2176423 Ontario Ltd., a company controlled by Mr. Eric Sprott, on the exercise of a convertible debenture previously issued to 2176423 Ontario Ltd., which could result in a new “Control Person” of the Corporation, as such term is defined in the policies of the TSX Venture Exchange, as more particularly set out in the accompanying Circular.

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For Against

5. Resolution / Continuance

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To consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Continuance Resolution”), the full text of which is set out in Appendix B to the accompanying management information circular (the “Information Circular”), approving the continuance of the Corporation (the “Continuance”) into the federal jurisdiction of Canada under the Canada Business Corporations Act (the “CBCA”) and the repeal and replacement of the existing by-laws of the Corporation with a new By-Law upon completion of the Continuance.

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Authorized Signature(s) - This section must be completed for your instructions to be executed.

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.

Signature(s)

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Date

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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I T U Q

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AI assistant

Tarku Resources Ltd. AGM Information 2021

46971_rns_2021-02-09_14a8c47d-22c4-476f-883f-6024e08f3b3e.pdf