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Cassiar Gold Corp. — Proxy Solicitation & Information Statement 2026
Feb 24, 2026
46664_rns_2026-02-23_e086c845-bc85-4049-bde8-1a13fc0499f8.pdf
Proxy Solicitation & Information Statement
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CASSIAR GOLD
CASSIAR GOLD CORP.
ODYSSEY
Trader's Bank Building
1100, 67 Yonge Street
Toronto ON M5E 1J8
Form of Proxy – Annual Meeting to be held on March 26, 2026
Appointment of Proxyholder
I/We being the undersigned holder(s) of Cassiar Gold Corp. hereby appoint Marco Roque, President and Chief Executive Officer or failing this person, Michael Wood, Chief Financial Officer
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:
as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder 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 Meeting of Cassiar Gold Corp. (the "Company") to be held at the offices of DLA Piper (Canada) LLP, 1133 Melville Street, Suite 2700, The Stack Building, Vancouver, BC V6E 4E5 on Thursday, March 26, 2026 at 11:00am (Vancouver Time) (the "Meeting") or at any adjournment thereof.
| 1. Number of Directors. To fix the number of directors to be elected at the Meeting for the ensuing year at six (6). | For | Against | ||||||
|---|---|---|---|---|---|---|---|---|
| 2. Election of Directors. | For | Withhold | For | Withhold | For | Withhold | ||
| a. Marco Roque | ☐ | ☐ | b. Stephen Letwin | ☐ | ☐ | c. Christopher Stewart | ☐ | ☐ |
| d. Stephen Robertson | ☐ | ☐ | e. Michael Wood | ☐ | ☐ | f. James Maxwell | ☐ | ☐ |
| 3. Appointment of Auditors. To appoint De Visser Gray LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors to fix the auditors' remuneration. | For | Withhold | ||||||
| 4. Rolling Stock Option Plan. To ratify and approve the Company's rolling share option plan which allows for the issuance of that number of common shares as is equal to 10% of the Company's issued and outstanding common shares at any given time. | For | Against | ||||||
| 5. New Share Compensation Plan. To consider and, if thought fit, to pass an ordinary resolution to approve a new share compensation plan pursuant to which the aggregate number of common shares of the Company that may be reserved for issuance on the exercise and settlement of equity-based incentive awards in the forms of stock options, restricted share units and deferred share units, at any time, shall not exceed 10% of the Company's issued and outstanding common shares as at such time. If shareholder approval is obtained, the new share compensation plan will replace the rolling share option plan indicated above and the Company's current share unit plan, subject to the final approval of the TSX Venture Exchange. See details provided in the management information circular dated February 12, 2026. | For | Against |
Authorized Signature(s) – This section must be 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 previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.
Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.
Signature(s):
Date
MM / DD / YY
Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
This form of proxy is solicited by and on behalf of Management. Proxies must be received by 11:00am, Vancouver Time, on March 24, 2026.
Notes to Proxy
- Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
- If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
- This proxy should be signed in the exact manner as the name appears 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.
- The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
- The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
- This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.
- This proxy should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your Proxy Online please visit: https://vote.odysseytrust.com
You will require the CONTROL NUMBER printed with your address to the right.
If you vote by Internet, do not mail this proxy.
To request the receipt of future documents via email and/or to
sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.