Carlton Precious Inc. — Proxy Solicitation & Information Statement 2025

Jun 7, 2025

CARLTON
Precious Inc.

CARLTON PRECIOUS INC.

(the "Company")

VOTING INSTRUCTION FORM ("VIF")

Annual and Special Meeting to be held on Thursday, July 3, 2025 at 10:00 a.m. (EDT)
Suite 3680, 130 King Street West, Toronto, Ontario
(the "Meeting")

VIFs must be received by 10:00 a.m. (EDT) on June 30, 2025

The undersigned hereby appoints Marc Henderson, Chairman of the Company, or failing Martin Walter, Chief Executive Officer of the Company (the "Management Nominees"), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT
1. Number of Directors	FOR	AGAINST
To set the number of directors to be elected at the Meeting at five (5).	☐	☐
2. Election of Directors	FOR	WITHHOLD
a) Matthew Andrews	☐	☐
b) Marc Henderson	☐	☐
c) Markus Janser	☐	☐
d) Campbell Smyth	☐	☐
e) Martin Walter	☐	☐
3. Appointment of Auditors	FOR	WITHHOLD
Appointment of DeVisser Gray LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.	☐	☐
4. Re-Approval of Stock Option Plan	FOR	AGAINST
To consider and, if thought advisable, pass an ordinary resolution approving the Company's stock option plan.	☐	☐

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME	Signature of registered owner(s)	Date (MM/DD/YYYY)
Request for Financial Statements
In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.
Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR+ at www.sedarplus.ca.
I am currently a security holder of the Company and as such request the following:
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Interim Financial Statements with MD&A – Check the box to the right if you would like to RECEIVE interim financial statements and accompanying Management’s Discussion & Analysis by mail.	☐	Annual Financial Statements with MD&A – Check the box to the right if you would like to RECEIVE annual financial statements and accompanying Management’s Discussion & Analysis by mail.

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OLYMPIA TRUST COMPANY

VIF Voting – Guidelines and Conditions

1. THIS VIF IS SOLICITED BY MANAGEMENT OF THE COMPANY.
2. THIS VIF SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
3. 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 on the reverse. 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.
4. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a security holder of the Company.
5. The VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.
6. To be valid, this VIF should be signed in the exact manner as the name appears on the VIF. If the VIF is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.
7. To be valid, this VIF must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date noted on the reverse, 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.
8. Guidelines for proper execution of the VIF are available at www.stac.ca. Please refer to the Proxy Protocol.

Voting Methods

| INTERNET | Go to https://css.olympiatrust.com/pxlogin and enter the 12-digit control number shown above.
To vote using your smartphone, please scan this QR code below: |
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| EMAIL | proxy@olympiatrust.com |
| FACSIMILE | (403) 668-8307 |
| MAIL | Olympia Trust Company
PO Box 128, STN M
Calgary, AB T2P 2H6 |