WINSTON RESOURCES INC.

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on Friday, May 10, 2019

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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
3.	This proxy should be signed in the exact manner as the name(s) appear(s) 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 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 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 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.
8.	This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 a.m., Pacific Time, on Wednesday, May 8, 2019.

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

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To Vote Using the Internet

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

To Vote Using the Telephone

•	Call the number listed BELOW from a touch tone telephone.
1-866-732-VOTE (8683) Toll Free

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

OR

I/We being holder(s) of Winston Resources Inc. hereby appoint(s): Quinn Field-Dyte, CEO, or failing him, Desmond M. Balakrishnan, Solicitor,

Print the name of the person you are 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 General and Special Meeting of shareholders of Winston Resources Inc. to be held at Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, Canada, on Friday, May 10, 2019 at 11:00 a.m. 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 fix the number of Directors at five.

2.	Election of Directors

1.	Quinn Field-Dyte

For	Withhold

2.	Suzette Ramcharan

For	Withhold

3.	Richard Grieve

For	Withhold

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4.	Natasha Emami	05. David Whitney

For	Withhold

3.	Appointment of Auditors
Appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as Auditors of the Company for the ensuing year.

For	Against

4.	Stock Option Plan
To pass an ordinary resolution to ratify and approve the Company’s 10% “rolling” stock option plan, as more particularly described in the	       accompanying Information Circular.

For	Against

5.	New Articles
To pass an ordinary resolution to approve the adoption of new form of Company Business Corporations Act (British Columbia) Articles, amongst	       other updates, including advance notice provisions, all as more particularly described in the accompanying Information Circular.

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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.

Signature(s)	Date

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

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

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