VIRGINIA MINES INC.
PROXY SOLICITED BY THE MANAGEMENT
The undersigned, shareholder of Virginia Mines Inc. (the “Corporation”), holding ___________ common shares, hereby designatesAndré Gaumond or failing him,André Lemire, or instead of them(1) (4) _______________________________________ as proxy to act and vote for the undersigned in respect of all matters that may come beforethe annual and special meeting of shareholders of the Corporation to be held in the Philippe de Comporté Room of the Auberge St-Antoine, 8 St. Antoine Street, Québec, Québecon Thursday, June 26, 2014 at 10:00 a.m. (Québec time), and at any postponement or adjournment thereof, with authority to vote as specified below and as provided in the management proxy solicitation circular:
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1) | To elect the directors of the Corporation: | |
| · André Gaumond | ☐ For ☐ Withhold from voting |
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| · André Lemire | ☐ For ☐ Withhold from voting |
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| · Claude St-Jacques | ☐ For ☐ Withhold from voting |
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| · Mario Jacob | ☐ For ☐ Withhold from voting |
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| · Pierre Labbé | ☐ For ☐ Withhold from voting |
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2) | To appoint the auditors and to authorize the Board of Directors to fix the auditors' remuneration | ☐ For ☐ Withhold from voting |
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3) | To obtain the approval of unallocated stock options | ☐ For ☐ Against |
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4) | To obtain the ratification of previously granted stock options | ☐ For ☐ Against |
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5) | To obtain the approval of amendments to the stock option plan | ☐ For ☐ Against |
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6) | To reconfirm the shareholders rights plan | ☐ For ☐ Against |
DATED: ____________________________2014 (2) | _____________________________________ Signature of shareholder (3) |
(Please see reverse for additional information)
NOTES:
(1)
Shareholders have the right to designate any other person (who need not be a shareholder), other than the persons indicated herein, to attend and act on their behalf at the meeting, by inserting such other person's name in the blank space provided.
(2)
If undated, this form of proxy shall be deemed to be dated as of the mailing date by the person making the solicitation.
(3)
This form of proxy must be signed by the shareholder or by his attorney duly authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized in writing.
(4)
The proxyholder may vote in the way he considers advisable on amendments and on new points brought before the meeting.
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To vote using a touch-tone telephone:
dial the following number: 1-888-489-7352 | To vote using the internet:
www.cstvotemyproxy.com |
If you vote by telephone or by internet, DO NOT mail back this proxy
Proxies may also be transmitted by email to the transfer agent at the following address:
proxy@canstockta.com
YOUR CONTROL NUMBER:
**If you want to vote by phone or internet, you will need your control number**