QuestEx Gold pper : Form of Proxy (Shareholder)

QUESTEX GOLD & COPPER LTD.

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on May 25, 2022

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

Notes to proxy

• 1. 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

• 2. 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 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(s) appear(s) on the proxy.

• 4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

• 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

• 6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have 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 or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

Proxies submitted must be received by 10:00 a.m., Pacific Time, on May 20, 2022.

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

To Vote Using the Telephone

To Vote Using the Internet

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

  • • Go to the following web site:www.investorvote.com

• 1-866-732-VOTE (8683) Toll Free

• • Smartphone?

  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

01TRQA

Appointment of Proxyholder
I/We being holder(s) of securities of QuestEx Gold & Copper Ltd. (the	Print the name of the person you are
"Corporation") hereby appoint: Joseph Mullin, Chief Executive Officer	appointing if this person is someone
and Director, or failing this person, Tim Theissen, Chief Financial Officer	OR	other than the Management Nominees
(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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at the offices of DuMoulin Black LLP, 10th Floor, 595 Howe Street, Vancouver, BC V6C 2T5 on May 25, 2022 at 10:00 a.m. and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For

Against

1. Arrangement Resolution

To consider and, if deemed appropriate, to pass, with or without variation, a special resolution, authorizing and approving an arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), the full text of which is set forth in Appendix "A" to the Corporation's management information circular dated April 22, 2022.

For

Against

2. Number of Directors

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To set the number of Directors at four.

3. Election of Directors

For

Withhold

For

Withhold

For

Withhold

01. Joseph Mullin

02. Cecil R. Bond

03. Ann Fehr

04. Bryan Wilson

For

Withhold

4. Appointment of Auditors

Appointment of Dale Matheson Carr-Hilton Labonte LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

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Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

MM / DD / YY

Interim Financial Statements - Mark this box if you	Annual Financial Statements - Mark this box if you
would like to receive Interim Financial Statements and	would like to receive the Annual Financial Statements and
accompanying Management's Discussion and Analysis	accompanying Management's Discussion and Analysis
by mail.	by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

ZCOQ

335088

AR1

01TRRB