TORR METALS INC — AGM Information 2021

Aug 11, 2021

DURO METALS INC.

Form of Proxy – Annual General and Special Meeting to be held on September 1, 2021

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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4

Appointment of Proxyholder

I/We being the undersigned holder(s) of Duro Metals Inc. hereby appoint Sean Mager, President, Chief Executive Officer and a Director of the Corporation , or failing this person, John Williamson, Chairman and a Director of the Corporation,

OR

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

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 all other matters that may properly come before the Annual General & Special Meeting (the " Meeting ") of Duro Metals Inc. to be held at 10545 – 45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9, Canada, on September 1, 2021 at 11:00 a.m. (MST) or at any adjournment thereof.

		ForAgainst	ForAgainst	ForAgainst	ForAgainst	ForAgainst
1.	NUMBER OF DIRECTORS.To fix the number of directors to be elected at the Meeting to atsix (6).
2.	ELECTION OF DIRECTORS. ForWithhold ForWithhold	ForWithhold
	a. Sean Mager b. John Williamson c. Justin Bourassa
	d. Jeremy Yaseniuk e. Mike Dufresne f. Jim Greig
3.	APPOINTMENT OF AUDITORS.To appointDale Matheson Carr-Hilton Labonte LLP, Chartered accountants, as auditors of the Corporation For			Withhold
	and to authorize the board of directors to fix the auditors' remuneration.
4.	STOCK OPTION PLAN.To consider and, if thought advisable, to approve, with or without amendment, an ordinary resolution, to ratify and re- For			Against
	approve the Corporation’sstock option plan, as more particularly described in the Corporation’s management information circular dated July 26,
	2021 (the“Information Circular”).
5.	NAME CHANGE.To consider and, if thought advisable, to approve a special resolution authorizing the Board to amend the Articles of For			Against
	Incorporation anytime over the next 12 months following the Meeting to change the name of the Corporation to any such name deemed
	appropriate by the board of directors and as may be acceptable to the TSX Venture Exchange and Alberta Corporate Registries.
6.	CONSOLIDATION OF SHARES.To consider and, if thought advisable, to approve a resolution authorizing the Board to complete a consolidation For			Against
	of the Shares in the capital of the Corporation on the basis of one (1) post-consolidation Share for 1.4538 pre-consolidation Shares anytime over
	the next 12 months following the Meeting, as more particularly described in the Corporation's Information Circular.
7.	CONTINUATION.To consider and, if thought advisable, to approve a resolution authorizing the Board to to continue the corporate existence of For			Against
	the Corporation from the_Alberta Business Corporation Act_to the_British Columbia Business Corporations Act_anytime over the next 12 months following the Meeting, as more particularly described in the Information Circular.

Authorized Signature(s) – This section must be completed for your	Signature(s):	Date
instructions to be executed.
I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby			/ /

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.

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to RECEIVE Interim Financial Statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to DECLINE to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 11:00am, MST, on August 30, 2021.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the ANNUAL GENERAL & SPECIAL Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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 appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

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, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, 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.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

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

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin and click on

. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

Shareholder Address and Control Number Here

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

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. A return envelope has been enclosed for voting by mail.