Form of Proxy

Board Size Resolution: To consider and, if deemed appropriate, to approve an ordinary resolution (the “Board Size Resolution”) to fix the number of directors of the Company at the greater of: (i) three (3) directors; and (ii) the number of directors remaining on or elected to the board of directors of the Company (the “Board”) following the consideration of the Potter Removal Resolution, the Greentree Removal Resolution and the proposed elections of Peter Crooks and Matthew Antill, in either case subject to such increase as may be permitted by the articles of the Company and applicable law.

Director Removal Resolution: To consider and, if deemed appropriate, to approve an ordinary resolution (the “Potter Removal Resolution”) to remove David Potter from the Board.

Dissident Removal Resolution: To consider and, if deemed appropriate, to approve an ordinary resolution (the “Greentree Removal Resolution”) to remove Matthew Greentree from the Board.

Election of Dissident Nominees: To consider and, if deemed appropriate, to elect Peter Crooks as a director of the Company until the next annual meeting of shareholders of the Company or until his successor is elected or appointed.

Election of Dissident Nominees: To consider and, if deemed appropriate, to elect Matthew Antill as a director of the Company until the next annual meeting of shareholders of the Company or until his successor is elected or appointed.

Continuance Resolution: To consider and, if deemed appropriate, to approve a special resolution, the full text of which is set forth in Schedule “C” to the Circular, approving the Company’s continuation from a corporation governed under the Canada Business Corporations Act to a corporation governed under the Business Corporations Act (British Columbia).

Dissident Advisory Resolution: To consider and, if deemed appropriate, to approve certain advisory resolution relating to the Gold Purchase Agreement signed between the Company and Quantum Metal Recovery Inc., dated May 8, 2023, the full text of which are set forth in Schedule “F” to the accompanying Circular.