Vault Strategic Mining Corporation — Proxy Solicitation & Information Statement 2023

Mar 10, 2023

MARGARET LAKE DIAMONDS INC.

Security Class : Common Shares

FORM OF PROXY

Annual General and Special Meeting to be held on Thursday, April 6, 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 persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

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.

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 overleaf. 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.

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 10:00 am, Pacific Daylight Savings Time, on Tuesday April 4, 2023, 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.

excepted) before the time of the adjourned or postponed meeting.	excepted) before the time of the adjourned or postponed meeting.
VOTING METHODS
MAIL or HAND DELIVERY	Endeavor Trust Corporation702 – 777 Hornby StreetVancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day	604-559-8908
EMAIL	proxy@endeavortrust.com
ONLINE	As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email 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.

MARGARET LAKE DIAMONDS INC.

Appointment of Proxyholder

I/We, being holder(s) of Margaret Lake Print the name of the person you are Diamonds Inc. hereby appoint: Yari OR appointing if this person is someone other Nieken, Director, or, failing him, than the Management Nominee listed Andreas Schleich, Director herein.

as my/our proxyholder with full power of substitution and to attend, act and to 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 all other matters that may properly come before the Annual General and Special Meeting of shareholders of Margaret Lake Diamonds Inc. to be held at Suite 501, 3292 Production Way, Burnaby, BC on April 6, 2023, at 10:00 am Pacific Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors

The number of Directors shall be set to 3 (three).

2. Election of Directors i) Yari Nieken ii) Quinn Patrick Field-Dyte iii) Andreas Schleich

3. Appointment of Auditor

To appoint Dale Matheson Carr-Hilton Labonte, LLP, as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration.

4. Re-Approve Stock Option Plan

To consider and re-approve the Company's 10% rolling stock option plan, as more particularly set out in the accompanying Information Circular.

5. Approve Restricted Share Unit Plan

To consider and approve the Company's 2022 Restricted Share Unit Plan, as more particularly set out in the accompanying Information Circular.

6. Delisting of Common Shares

To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the shareholders of the Company authorizing the Company to make an application to voluntarily delist the common shares of the Company from the TSX Venture Exchange and to apply to list the Company's common shares on the Canadian Securities Exchange or other qualified stock exchange.

For Against □ □ For Withhold □ □ □ □ □ □ For Withhold □ □ For Against □ □ For Against □ □ For Against □ □

7. Share Consolidation

To approve an ordinary resolution consolidating the outstanding common shares of the Company on the basis of one post-consolidation common share for up to 10 pre-consolidation common shares, as more particularly set out in the accompanying Information Circular.

8. Transact Other Business

To transact such other business as may be properly brought before the Meeting or any adjournment thereof.

For Against □ □ For Against □ □

Authorized Signature(s) – This section must be completed Signature(s) 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 Print Name(s) & Signing Capacity(ies), if applicable instructions are indicated above, this Proxy will be voted as recommended by Management.

__________________________________ Date (MM-DD-YY) - THIS PROXY MUST BE DATED