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EGR Exploration Ltd. Proxy Solicitation & Information Statement 2022

May 9, 2022

46249_rns_2022-05-09_7b64cfb5-74a0-4ba1-8d04-29599b380f8c.PDF

Proxy Solicitation & Information Statement

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BROKER ADDRESS 123 ANY STREET ANY CITY/PROVINCE A1A 1A1

VOTING INSTRUCTION FORM

BROKER LOGO

JOHN A. SAMPLE 123 ANY STREET

ANYCITY PR A1A 1A1 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Annual General Meeting

Gambier Gold Corp. (the “Company”)

WHEN:

Wednesday, June 1, 2022 at 10:00 am PDT

WHERE:

The offices of Cozen O'Connor LLP #1008 - 550 Burrard Street Vancouver, BC V6C 2B5

About Voting

Instruction 1

A meeting is being held for the holders of the securities listed on the other side of this form. As a beneficial holder of the securities you have the right to vote on the item(s) being covered at the meeting, which are described in the Proxy Statement.

All proposals for this meeting are considered “routine”. We may vote in our discretion on all proposals, if your instructions are not received. If your securities are held by a bank, your securities cannot be voted without your specific instructions.

The control number has been assigned to you to identify your shares for voting.

You must keep your control number confidential and not disclose it to others other than when you vote using one of the voting options set out on this form. Should you send this form or provide your control number to others, you are responsible for any subsequent voting of, or subsequent inability to vote, your shares.

Instruction 2

In order for your securities to be represented at the meeting on one or more matters before the meeting, it will be necessary for us to have your specific voting instructions.

If your securities are held by a bank, your securities cannot be voted without your specific instructions.

Please read the Proxy Statement carefully and take note of any relevant proxy deposit date.

Instruction 3

We need to receive your voting instructions at least one business day before the proxy deposit date noted on the reverse.

In order for your securities to be represented at the meeting, it will be necessary for us to have your specific voting instructions.

If you have any questions, please contact the person who services your account. Instruction 4 We have been requested to forward to you the enclosed proxy material relative to securities held by us in your account but not registered in your name. Only we as the holder of record can vote such securities. We shall be pleased to vote your securities in accordance with your wishes, if you will execute the form and return it to us promptly in the enclosed business reply envelope. It is understood that if you sign without otherwise marking the form your securities will be voted as recommended in the Proxy Statement.

We have previously sent you proxy soliciting material pertaining to the meeting of shareholders of the company indicated. According to our latest records, we have not as of yet received your voting instruction on the matter(s) to be considered at this meeting and the company has requested us to communicate with you in an endeavor to have your securities voted.

**If you hold your securities through a Canadian broker or bank, please be advised that you are receiving the voting instruction form and meeting materials, at the direction of the issuer. Even if you have declined to receive securityholder materials, a reporting issuer is required to deliver these materials to you. If you have advised your intermediary that you object to the disclosure of your beneficial ownership information to the reporting issuer, it is our responsibility to deliver these materials to you on behalf of the reporting issuer.

For this meeting, the extent of our authority to vote your securities in the absence of your instructions can be determined by referring to the applicable voting instruction number indicated on the face of your form.

For margin accounts, in the event your securities have been loaned over record date, the number of securities we vote on your behalf has been or can be adjusted downward.

These materials are being sent at no cost to you.

Please note that under a rule amendment adopted by the New York Stock Exchange for To attend the meeting and vote your shares in person or virtually (as applicable) shareholder meetings held on or after January 1, 2010, brokers are no longer allowed to vote If you wish to attend the meeting, mark the appropriate box on the other side of this form, and securities held in their clients’ accounts on uncontested elections of directors unless the a legal proxy will be issued and mailed to you. The legal proxy will grant you or your designate client has provided voting instructions (it will continue to be the case that brokers cannot the right to attend the meeting and vote in person or virtually (as applicable), subject to any vote their clients’ securities in contested director elections). Consequently, if you want us to rules described in the Proxy Statement applicable to the delivery of a proxy. vote your securities on your behalf on the election of directors, you must provide voting instructions to us. Voting on matters presented at shareholder meetings, particularly the election The legal proxy will be mailed to the name and address of the beneficial holder noted above. of directors is the primary method for shareholders to influence the direction taken by a You need to submit and deliver the legal proxy in accordance with the proxy deposit date publicly-traded company. We urge you to participate in the election by returning the enclosed and any instructions or disclosures noted in the Proxy Statement. You or your designate voting instruction form to us with instructions as to how to vote your securities in this election. must attend the meeting for your vote to be counted. If your securities are held by a broker who is a member of the New York Stock Exchange Allow sufficient time for the mailing and return of the legal proxy by the proxy deposit date to (NYSE), the rules of the NYSE will guide the voting procedures. These rules provide that if the issuer or its agent. instructions are not received from you prior to the issuance of the first vote, the proxy may Please be advised that if you, the beneficial holder, ask for a legal proxy to be issued, you may be given at the discretion of your broker (on the tenth day, if the material was mailed at least have to take additional steps in order for the proxy to be fully effective under applicable law. 15 days prior to the meeting date or on the fifteenth day, if the proxy material was mailed For example, it may be necessary that you deposit the legal proxy with the issuer or its agent 25 days or more prior to the meeting date). In order for your broker to exercise this in advance of the meeting. Further, if a legal proxy is issued, all other voting instructions given discretionary authority, proxy material would need to have been mailed at least 15 days on this voting instruction form will not be effective. prior to the meeting date, and one or more of the matters before the meeting must be This Voting Instruction Form confers discretionary authority to vote on such other business as deemed “routine” in nature according to NYSE guidelines. If these two requirements are met may properly come before the meeting or any adjournment thereof. and you have not communicated to us prior to the first vote being issued, we may vote your securities at our discretion on any matters deemed to be routine. We will Disclosure of Information – Electing to Receive Financial Statements or Requesting nevertheless follow your instructions, even if our discretionary vote has already been given, Meeting Materials provided your instructions are received prior to the meeting date. By electing to receive the financial statements or requesting meeting materials, your name and address may be provided to the issuer (or its agent) for mailing purposes.

If you wish to attend the meeting, mark the appropriate box on the other side of this form, and a legal proxy will be issued and mailed to you. The legal proxy will grant you or your designate the right to attend the meeting and vote in person or virtually (as applicable), subject to any rules described in the Proxy Statement applicable to the delivery of a proxy.

Please be advised that if you, the beneficial holder, ask for a legal proxy to be issued, you may have to take additional steps in order for the proxy to be fully effective under applicable law. For example, it may be necessary that you deposit the legal proxy with the issuer or its agent in advance of the meeting. Further, if a legal proxy is issued, all other voting instructions given on this voting instruction form will not be effective.

The following instructions provide specifics regarding the meeting for which this voting form applies.

B-05022021

PLEASE SEE OVER

VOTING INSTRUCTION FORM Gambier Gold Corp. (the “Company”)

MEETING TYPE: Annual General Meeting MEETING DATE: Wednesday, June 1, 2022 at 10:00 am PDT RECORD DATE: April 25, 2022 PROXY DEPOSIT DATE: May 30, 2022 ➔ A/C

STEP 1

ONLINE: VOTE AT PROXYVOTE.COM USING YOUR COMPUTER OR MOBILE DATA DEVICE.

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SCAN TO VIEW MATERIAL AND VOTE NOW

REVIEW YOUR VOTING OPTIONS

BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT:

BY MAIL: THIS VOTING INSTRUCTION FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED.

REMINDER: PLEASE REVIEW THE INFORMATION / PROXY CIRCULAR BEFORE VOTING. SEE VOTING INSTRUCTION NO. 2 ON REVERSE

WE NEED TO RECEIVE YOUR VOTING INSTRUCTIONS AT LEAST ONE BUSINESS DAY BEFORE THE PROXY DEPOSIT DATE.

0-R1B

STEP 2

COMPLETE YOUR VOTING DIRECTIONS

02 ELECTION OF DIRECTORS: VOTING RECOMMENDATION: FOR
VOTING RECOMMENDATION: FOR
ALL THE NOMINEES PROPOSED AS DIRECTORS (FILL IN ONLY ONE BOX “ “ PER NOMINEE IN BLACK OR BLUE INK)
FOR WITHHOLD
01 Michael Schuss
02 Geoffrey Balderson
03 Casey Forward
04 Tor Bruland

ITEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY

HIGHLIGHTED TEXT OVER THE BOXES (FILL IN ONLY ONE BOX “ ” PER ITEM IN BLACK OR BLUE INK)

01 The number of Directors shall be set to 4 (four).
FOR AGAINST
03 To appointMackay LLP Chartered Professional Accountantsas auditor
of the Company for the ensuing year and to authorize the directors to fix their FOR WITHHOLD
remuneration.
04 To approve the Company’s 10% Rolling Stock Option Plan, as more particularly
set out in the accompanying circular. FOR AGAINST
05 To transact such other business that may be brought properly before the
Meeting and any adjournment or postponement of the Meeting. FOR AGAINST

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FILL IN THE BOX “ “ TO THE RIGHT IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON.

STEP 3 THIS DOCUMENT MUST BE SIGNED AND DATED

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INVALID IF NOT SIGNED

SIGNATURE(S)

M

M D D Y Y