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Saltbae Capital Corp. Proxy Solicitation & Information Statement 2017

Feb 16, 2017

44032_rns_2017-02-16_6cc9c62b-11b7-4eb9-8f4e-8e4617f924a1.pdf

Proxy Solicitation & Information Statement

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STINA RESOURCES LTD.

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Security Class

Holder Account Number

Form of Proxy - Annual and Special General Meeting to be held on Friday, March 24, 2017

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. This Proxy is solicited by the Management of the Company.

  2. This form of proxy (“Instrument of Proxy”) must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

  3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by the Company.

  4. A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the scrutineers before the Meeting begins.

  5. A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:

  6. (a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified in this Instrument of Proxy; OR

  7. (b) appoint another proxyholder, who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder's instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

  8. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

  9. If a Registered Shareholder has submitted an Instrument of Proxy, the Registered Shareholder may still attend the Meeting and may vote in person. To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.

  10. To be represented at the Meeting, this proxy form, or other form of proxy, including legal proxies, restricted proxies, voting information forms (VIFs), which meet the proxy requirements set out in the Articles of the Company must be received at the office of the Transfer Agent of the Company, COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ON M5J 2Y1, by mail or by fax (1-866-249-7775) no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting.

Proxies submitted must be received by 10:00 AM, Pacific Time, on Wednesday, March 22, 2017.

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

To Vote Using the Telephone

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

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

  • 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

Appointment of Proxyholder

I/We being holder(s) of Stina Resources Ltd. hereby appoint: James OR Print the name of the person you are Corrigan, or failing him, Jim Wall, appointing if this person is someone other than the Chairman of the Meeting.

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 and Special General Meeting of shareholders of Stina Resources Ltd. to be held at Suite 1780, 400 Burrard Street, Vancouver, BC, V6C 3A6, on Friday, March 24, 2017 at 10:00 AM, Pacific Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. For Against
1.Number of Directors
To set the number of Directors at four (4).
2.Election of Directors
For
Withhold
For
Withhold
For -------
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Withhold
01. James Corrigan
02. Jim Wall
03. Al Doherty
04. Russell Corrigan
For Withhold
3.Appointment of Auditors
Appointment of Dale, Matheson, Carr-Hilton, Labonte, Chartered Accountants as Auditors of the Company for the ensuing year and authorizing the
Directors to fix their remuneration.
For Against
4.Stock Option Plan
Approval of the proposed Stock Option Plan (the “Plan”) of the Company more particularly described in the Information Circular and to authorize the
Directors to make modifications thereto in accordance with the Plan and the policies of the Canadian Securities Exchange.
For Against

5. Other Business

To approve such other business as may properly come before the meeting as the proxyholder, in his sole discretion, may see fit.

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Authorized Signature(s) - This section must be completed for your
instructions to be executed.
Signature(s) Date
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.

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