Avanti Gold Corp. — Proxy Solicitation & Information Statement 2022

Dec 3, 2022

VALOREM RESOURCES INC.

Security Class : Common Shares

FORM OF PROXY

Annual General and Special Meeting to be held on Friday, December 23, 2022

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

Notes to proxy

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.

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.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

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.

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

Proxies submitted must be received by 10:00, Pacific Standard Time, on Wednesday, December 21, 2022, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

holidays excepted) before the time of the adjourned or postponed meeting.	holidays excepted) before the time of the adjourned or postponed meeting.
VOTING METHODS
MAIL or HAND DELIVERY	Endeavor Trust Corporation702 – 777 Hornby StreetVancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day	604-559-8908
EMAIL	proxy@endeavortrust.com
ONLINE	As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email 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.

VALOREM RESOURCES INC.

Appointment of Proxyholder

I/We, being holder(s) of Valorem Print the name of the person you are Resources Inc. hereby appoint: TONY OR appointing if this person is someone other LOUIE, Director, or, failing him, DREW than the Management Nominee listed BRASS, Director herein.

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 Valorem Resources Inc. to be held at Clark Wilson LLP, 900 - 885 West Georgia Street, Vancouver, BC on December 23, 2022 at 10:00AM, Pacific Standard Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors

1. Number of Directors For Against The number of Directors shall be set to 3 (three); □ □

2. Election of Directors

i) Tony Louie ii) Drew Brass

iii) Young Yuen

For Withheld □ □ □ □ □ □

3. Ratify Appointment of Auditor

1. Ratify Appointment of Auditor For Withheld To ratify the appointment of WDM Chartered Professional Accountants of the Company for the financial year ending April 30, 2021 □ □ and to ratify the remuneration that was paid to the auditors for the financial years ending April 30, 2021. 4. Appointment of Auditor For Withheld To appoint WDM Chartered Professional Accountants as the auditors of the Company for the fiscal year ending April 30, 2023 and to □ □ authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending April 30, 2023. 5. Approval of the Omnibus Equity Incentive Plan For Against To consider and, if thought fit, to pass an ordinary resolution (not including votes attaching to securities beneficially owned by related □ □

To consider and, if thought fit, to pass an ordinary resolution (not including votes attaching to securities beneficially owned by related persons (as such term is defined in National Instrument 45-106 Prospectus Exemptions) to whom securities may be issued as compensation or under the Company’s Omnibus Equity Incentive Plan), to ratify, confirm and approve the adoption of the Company’s Omnibus Equity Incentive Plan, as described in the accompanying information circular.

6. Approval of Section 229 of the Business Corporation Act Application

To consider and, if thought fit, to pass a resolution authorizing the Company to make application to the Supreme Court of British Columbia pursuant to Section 229 of the Business Corporations Act, British Columbia, for rectification of any omissions, defects, errors or irregularities that have occurred in the conduct of the business or affairs of the Company including the failure of the Company to hold an annual general meetings during calendar years of 2021 and distribute interim and annual financial statements.

For Against □ □

Authorized Signature(s) – This section must be Signature(s) 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 Print Name(s) & Signing Capacity(ies), if applicable previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. __________________________________

__________________________________ Date (MM-DD-YY) THIS PROXY MUST BE DATED