Tearlach Resources Limited

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on March 24, 2023

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 Management Nominees 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
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, and the proxy appoints the Management Nominees listed on the reverse, 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. If you have 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 and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am (Vancouver Time), on March 22, 2023.

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

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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 securities of Tearlach Resources Limited (the “Company”) hereby appoint: Charles Ross, Chief Financial Officer and a director of the Company, or failing this person, Morgan Lekstrom, Chief Executive Officer and a director of the Company (the "Management Nominees")

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 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 proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Suite 610 - 700 West Pender Street, Vancouver, BC V6C 1G8 on March 24, 2023 at 10:00 am (Vancouver 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 seven (7).
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2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. John Massie Bean		02. Lindsay Bottomer		03. Paul Chow
04. Charles E. Ross		05. Raymond Strafehl		06. William J. Yelder
07. Morgan Lekstrom
					For	Withhold
3.Appointment of Auditors
Appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as Auditors of the Company for the ensuing year
and authorizing the Directors to fix their remuneration.
4.Ratify Appointment of Auditor					For	Against
To ratify the appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants (“DMCL”), as auditors of the Company
for the financial year ended September 30, 2022 and to ratify the remuneration that was paid to the				auditors of the Company for the financial year
ended September 30, 2022.
					For	Against	-------
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5. Omnibus Incentive Plan

To consider and, if thought fit, to approve the adoption of the Company’s 2023 Omnibus Incentive Plan (the “2023 Plan”), including approval of a 10% “rolling” plan for stock options and a 10% “fixed” plan for performance-based awards, such that the aggregate number of shares that: (i) may be issued upon the exercise or settlement of options granted under the 2023 Plan shall not exceed 10% of the Company’s issued and outstanding shares from time to time; and (ii) may be issued in respect of performance-based awards shall not exceed 8,144,350, all as further described in the management information circular.

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Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s) 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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Tearlach Resources Limited Proxy Solicitation & Information Statement 2023

44227_rns_2023-03-02_bb29792e-c7dc-46a1-af86-081be1b8afde.pdf