Fitzroy Minerals Inc. — Proxy Solicitation & Information Statement 2024

Jan 26, 2024

Pharma Cielo

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on Tuesday, February 20, 2024

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

Notes to proxy

1. 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 Management Nominees 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 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have 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 or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 am, Eastern Time, on Thursday, February 15, 2024.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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.

Voting by mail or by Internet 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. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

---

Appointment of Proxyholder

I/We being holder(s) of securities of PharmaCielo Ltd. (the "Corporation") hereby appoint: William Petron, or failing this person, Ian D. Atacan, or failing this person, Doug Bache (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than Marc Lustig and Henning von Koss.

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 on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held at the offices of DSA Corporate Services Inc., 82 Richmond Street East, Toronto, Ontario M5C 1P1 on Tuesday, February 20, 2024 at 11:00 am (Eastern), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

						For	Against
1. Number of Directors
To set the number of Directors at four (4).						☐	☐
2. Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. William B. Petron	☐	☐	02. Douglas Bache	☐	☐	03. Marc Lustig	☐
04. Ian D. Atacan	☐	☐
						For	Withhold
3. Appointment of Auditors
Appointment of BDO Canada LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.						☐	☐
						For	Against
4. Approval of Amendment to Stock Option Plan Fixing Common Shares Reserved for Issuance
That the Stock Option Plan is hereby amended, fixing the number of Common Shares to be reserved for issuance thereunder, together with any other share compensation plan at 25,000,000, being 14.78% of the 169,135,718 issued and outstanding Common Shares as of January 16, 2024.						☐	☐
						For	Against
5. Approval of Amendment to RSU Plan Fixing Common Shares Reserved for Issuance
That the RSU Plan is hereby amended, fixing the number of Common Shares to be reserved for issuance thereunder, together with any other share compensation plan at 25,000,000, being 14.78% of the 169,135,718 issued and outstanding Common Shares as of January 16, 2024.						☐	☐
						For	Against
6. Approval of Amendments to DSU Plan Fixing Common Shares Reserved for Issuance
That the DSU Plan is hereby amended, fixing the number of Common Shares to be reserved for issuance thereunder, together with any other share compensation plan at 25,000,000, being 14.78% of the 169,135,718 issued and outstanding Common Shares as of January 16, 2024.						☐	☐

Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

Date

DD/MM/YY

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting.

☐

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

PHEQ

360312

AR1