TRU Precious Metals Corp. — Proxy Solicitation & Information Statement 2023

Jul 7, 2023

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TRU Precious Metals Corp.

(the “Corporation”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting July 31, 2023 at 11:00 a.m. EST 1194 Bloor Street West, Second Floor, Toronto, ON M6H 1N2 (the “Meeting”)

RECORD DATE: June 12, 2023 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: July 27, 2023 at 11:00 a.m. EST

VOTING METHOD

**VOTING METHOD **	**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Joel Freudman , whom failing Olga Nikitovic (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
	a) Manish Kshatriya
	b) Joel Freudman
	c) Brian Timmons
	d) David Hladky
2. Re-Appointment of Auditor		FOR						WITHHOLD
To re-appointMcGovern Hurley LLPas Auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration.
3. Approval of the Corporation's Stock Option Plan		FOR						AGAINST
To approve, by ordinary resolution, the Corporation’s stock option plan, including the reservation for issuance thereunder of all unallocated options, rights and other entitlements, in accordance with the rules of the TSX Venture Exchange ("TSXV"), in the form attached as Appendix “B” to the Circular.
4. Potential Voluntary Delisting from TSXV		FOR						AGAINST
To consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution authorizing the potential voluntary delisting of the common shares in the capital of the Corporation (the "Common Shares") from the TSXV.
**5. Potential Name Change **		FOR						AGAINST
To consider, and, if deemed advisable, to pass, with or without variation, a special resolution authorizing the potential change of the name of the
Corporation to “TRU Natural Resources Corp.”, or such other name as the board of directors of the Corporation, in its sole discretion, determines to be appropriate and which the Director appointed under the_Business Corporations Act_(Ontario) may accept.
6. Potential Consolidation of the Common Shares		FOR						AGAINST
To consider, and, if deemed advisable, to pass, with or without variation, a special resolution authorizing the potential consolidation of the Common Shares on the basis of one (1) post-consolidation Common Share for up to every ten (10) outstanding pre-consolidation Common Shares.
7. Creation of New Control Person		FOR						AGAINST
To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution, consenting to Ormonde Mining plc becoming a Control
Person of the Corporation, as such term is defined in TSXV Policy 1.1 - Interpretation, as a result of a non-brokered private placement offering of units of the Corporation.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

Request for Financial Statements In accordance with securities regulations, security holders may elect to receive Annual Financial Statements and MD&A. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Corporation and as such request the following:  [Annual Financial Statements with MD&A ] If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593

1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

TRU Precious Metals Corp. 2023

1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

2. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

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