Terreno Resources Corp. — Proxy Solicitation & Information Statement 2023

Sep 1, 2023

TERRENO RESOURCES CORP.

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XBIQ 000001

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual and Special Meeting to be held on Friday, September 29, 2023

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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. 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.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. 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.

5. 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.

6. 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.

7. 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.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 pm, Toronto Time, on Wednesday, September 27, 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 23456 78901 23456

XBIQ_PRX_357185/000001/000001/i

SAM SAMPLE

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C9999999999 C9999999999 C9999999999

IND C03

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Appointment of Proxyholder

I/We being holder(s) of securities of Terreno Resources Corp. (the OR “Company”) hereby appoint: George A. Brown, or failing this person, Carmen Yuen (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 and Special Meeting of shareholders of the Company to be held at Suite 1102, 44 Victoria Street, Toronto, Ontario on Friday, September 29, 2023 at 2:00 pm, Toronto 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 three (3).
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2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. George A. Brown		02. Joseph Del Campo		03. Richard Williams
					For	Withhold
3.Appointment of Auditor
Appointment of Simone & Company as Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
4.Continuation of the existing stock option plan					For	Against
The continuation of the existing stock option plan of the Company as described in the management				information circular dated August 28, 2023, be
and it is hereby approved.
5.Issuance of up to twenty million common shares to obtain the remaining forty percent interest in the Las Cucharas Project					For	Against
Subject to regulatory approval, the Company is authorized to seek approval to issue up to twenty million shares to acquire the remaining forty
percent interest in the Las Cucharas Project which may create a new control position and therefore				has the potential to represent a change of
control.
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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)

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Date

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X B I Q

3 5 7 1 8 5

1 P D I Z

A R 0

9 9 9 9 9

TERRENO RESOURCES CORP.

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XBIQ 000002

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual and Special Meeting to be held on Friday, September 29, 2023

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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. 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.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. 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.

5. 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.

6. 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.

7. 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.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 pm, Toronto Time, on Wednesday, September 27, 2023.

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

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----- Start of picture text -----

To Vote Using the Telephone
----- End of picture text -----

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----- Start of picture text -----

To Vote Using the Internet
----- End of picture text -----

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

• Go to the following web site: www.investorvote.com

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• Smartphone?

• 312-588-4290 Direct Dial 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 23456 78901 23456

XBIQ_PRX_357185/000002/000002/i

SAM SAMPLE

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C9999999999 C9999999999 C9999999999

IND C03

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Appointment of Proxyholder

I/We being holder(s) of securities of Terreno Resources Corp. (the OR “Company”) hereby appoint: George A. Brown, or failing this person, Carmen Yuen (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 and Special Meeting of shareholders of the Company to be held at Suite 1102, 44 Victoria Street, Toronto, Ontario on Friday, September 29, 2023 at 2:00 pm, Toronto 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 three (3).
							-------
2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. George A. Brown		02. Joseph Del Campo		03. Richard Williams
					For	Withhold
3.Appointment of Auditor
Appointment of Simone & Company as Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
4.Continuation of the existing stock option plan					For	Against
The continuation of the existing stock option plan of the Company as described in the management				information circular dated August 28, 2023, be
and it is hereby approved.
5.Issuance of up to twenty million common shares to obtain the remaining forty percent interest in the Las Cucharas Project					For	Against
Subject to regulatory approval, the Company is authorized to seek approval to issue up to twenty million shares to acquire the remaining forty
percent interest in the Las Cucharas Project which may create a new control position and therefore				has the potential to represent a change of
control.
							-------
							Fold

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)

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Date

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X B I Q

3 5 7 1 8 5

1 P D I Z

A R 0

9 9 9 9 9