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Azimut Exploration Inc. Proxy Solicitation & Information Statement 2025

Jan 20, 2025

43113_rns_2025-01-20_6b615449-0403-4f71-8f73-dad5d174f9c1.pdf

Proxy Solicitation & Information Statement

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AZIMUT EXPLORATION

TMX | TSX Trust

Appointment of Proxyholder

I/We, being holder(s) of common shares of Azimut Exploration Inc. (the “Corporation”) hereby appoint: Jean-Marc Lulin, or failing him, Moniroth Lim, or instead of either of them,

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General Meeting of Shareholders of the Corporation to be held at the Hotel Warwick Le Crystal, Room De la Montagne, 1100 de la Montagne Street, Montreal, (Québec), on February 20, 2025 at 10:00 a.m. (Eastern Time), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

MANAGEMENT’S VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

Please use a dark black pencil or pen.

  1. Election of Directors
# of # PO# WITHHOLD
1. Glenn J. Mullan
2. Jean-Marc Lulin
3. Jean-Charles Potvin
4. Jacques Simoneau
5. Michel Brunet
6. Christiane Bergevin
7. Vanessa Laplante
9. ☐
  1. Appointment of Auditors

To appoint auditors of the Corporation and authorize the Board of Directors to fix the auditors’ remuneration

PO# WITHHOLD

Under Canadian Securities Laws, you are entitled to receive certain investor documents. If you wish to receive such materials, please tick the applicable boxes below. You may also go to TSX Trust Company website https://services.tsxtrust.com/financialstatements and input code 1625a.

☐ I would like to receive quarterly financial statements and related MD&A
☐ I would like to receive annual financial statements and related MD&A

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 or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize you to vote as you see fit.

Signature(s) ____
Date
____

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Eastern Time) on February 18, 2025.


Form of Proxy – Annual General Meeting of Shareholders of Azimut Exploration Inc. (the “Corporation”) to be held on February 20, 2025 (the “Meeting”)

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

Notes

  1. Every holder of common shares of the Corporation (the “Common Shares”) has the right to appoint some other person or company of its choice, who need not be a holder of Common Shares, to attend and act on its 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 holder of Common Shares (for example, joint ownership, trustees, executors/liquidators), 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 and state your signing capacity, and you may be required to provide documentation evidencing your proxy signing authority.

  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 of Common Shares.

  5. The securities’ voting right represented by this proxy will be voted as directed by the holder of Common Shares, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  6. The proxyholder will exercise the securities’ voting right represented by this proxy by voting “for”, “against” or “withhold” for each of the matters described herein, as applicable, in accordance with the instructions of the holder of Common Shares on any ballot that may be called for and, if the holder of Common Shares 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 to matters identified in the notice of meeting or other matters that may properly be brought at the Meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the documentation prepared by management.

All proxies must be received by 10:00 a.m. (Eastern Time) on February 18, 2025.

How to Vote

INTERNET TELEPHONE
• Go to www.meeting-vote.com
• Cast your vote online
• View Meeting documents Use any touch-tone phone, call toll free in Canada and United States 1-888-489-7352, an agent will help you vote online.

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this proxy.

To vote using your smartphone, please scan this QR Code:

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MAIL, FAX or EMAIL

  • Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company
P.O. Box 721
Agincourt, ON M1S 0A1

  • You may alternatively fax your proxy to 416-595-9593 or scan and email to [email protected].