Starr Peak Mining : 2022 Proxy

STARR PEAK MINING LTD.

Form of Proxy - Annual and Special Meeting to be held on May 18, 2022

Appointment of Proxyholder

I/We being the undersigned holder(s) of Starr Peak Mining Ltd. hereby appoint Cyrus Driver or failing this person, Marion McGrath.

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

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

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 and Special Meeting of Starr Peak Mining Ltd. to be held at Suite 300- 1055 W. Hastings Street, Vancouver, BC, on Wednesday, May 18, 2022, at the hour of 10:00 a.m. or at any adjournment thereof.

2. Election of Directors.

For	Against
For	Withhold
For	Withhold
3. Appointment of Auditors. Appointment of Crowe MacKay LLP, Chartered Accountants as Auditors of the Corporation for the ensuing year and
authorizing the Directors to fix their remuneration.
For	Against
4. Stock Option Plan. To approve the Company's 10% Rolling Stock Option Plan more particularly described in the accompanying Information
Circular

c. Ronald Bourgeois

1. Number of Directors. To set the number of directors to be elected at the Meeting to at Four (4).

• a. Johnathan More

• d. Reagan Glazier

For

Withhold

For

Withhold

b. Cyrus Driver

Signature(s):Authorized Signature(s) - This section must be completed 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 instructions are indicated above, this Proxy will be voted as recommended by Management.

Date

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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 Report - Check the box to the right if you would like to DECLINE to receive the Annual Report 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 10:00am, PST, on May 16, 2022.

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 and 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:

To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right.

Shareholder Address and Control Number Here

If you vote by Internet, do not mail this proxy.

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