Borealis Exploration Limited Proxy Form for Fiscal Year 2016 Annual General Meeting

SOLICITED BY MANAGEMENT

I/We ______________________________________being a member of the above Company with shares HEREBY APPOINT Rodney T. Cox, Isaiah W. Cox, Wayne S. Marshall and Suresh Mahtani, each with full power to act without the others and each with full power of substitution, or in lieu of the foregoing _________________________________________ to be my/our proxy to vote for me/us at the meeting of members to be held in Gibraltar, and simultaneously on the Internet at www.borealis.gi on the 3rd day of January 2017, at the hour of 17:00 hours (Gibraltar Time), or at any adjournment thereof.

(a) VOTED FOR ( ) AGAINST ( ) WITHHELD FROM VOTING ( ) the election of Isaiah W. Cox,

Director, for a three year term.

(b) VOTED FOR ( ) AGAINST ( ) WITHHELD FROM VOTING ( ) the election of Jan Váňa,

Director, for a three year term.

(c) VOTED FOR ( ) AGAINST ( ) WITHHELD FROM VOTING ( ) the appointment of Moore Stephens Limited, Chartered Accountants, Gibraltar, for Auditors of the Company for the year ending 30 September 2017.

(d) VOTED FOR ( ) AGAINST ( ) WITHHELD FROM VOTING ( ) to approve and ratify all acts and resolutions of the Board of Directors since the last annual meeting of the members of the Company.

Signed this ______ day of ___________________ 201_ ___________________________________

Signature of Member (name to be written exactly as it appears to the left, or on your share certificate, or Signature of Member and Intermediary's Name in which the shares are held)

Number of shares owned:

For voting on-line, you will need: Username: Password:

Shareholders are requested to confirm or provide the following information:

Citizenship:

Occupation:

Phone #:

Email:

NOTE:

(1) EACH MEMBER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A MEMBER, TO ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS SPECIFIED ABOVE. Such right may be exercised by inserting the name of the person to be appointed in the space provided after "in lieu of the foregoing," or by completing another proper form of Proxy. Each member can vote their proxy and attend the meeting and vote in person or vote electronically. The Record Date for the meeting is xx DECEMBER 2016.

(2) If this form of Proxy is to be utilized, it must be dated and signed by the member, or by an Attorney duly authorized in writing, or, if the member is a Corporation, under its Corporate Seal or under the hand of an Officer or Attorney thereof duly authorized. This proxy is acceptable if sent by electronic form to proxy@borealis.gi, and also can be voted at the Borealis Web Site www.borealis.gi from xx DECEMBER 2016. Faxed copies are acceptable if sent to +1.503.296.2163, or any of the Borealis corporate offices.

(3) Unless otherwise specified, the shares represented by this Proxy instrument will be voted. If the choice is specified with respect to the matter to be dealt with at the meeting referred to above, such shares will be voted in accordance with the specifications made. IF NO CHOICE IS SPECIFIED, it is presently intended to vote such shares for the approval of all matters set out in the notice; including the election of Isaiah W. Cox and Jan Váňa, each for a 3-year term, the appointment of MOORE STEPHENS LIMITED, Chartered Accountants, as auditors, and THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO DO SO. This Proxy also confers authority for the above named to vote in his/their discretion with respect to amendments or variations to the matters identified in the Notice of Annual Meeting accompanying this Proxy instrument or matters which may properly come before the meeting.