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Freegold Ventures Limited Proxy Solicitation & Information Statement 2025

May 28, 2025

43358_rns_2025-05-28_23a93cbc-f5fd-4b3c-b3cf-82736810b7d6.pdf

Proxy Solicitation & Information Statement

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FREEGOLD VENTURES LIMITED

ODYSSEY

United Kingdom Building

350 – 409 Granville St

Vancouver, BC V6C 1T2

Voting Instruction Form ("VIF") – ANNUAL AND SPECIAL MEETING to be held on June 27, 2025

Appointee(s)

I/We being the undersigned holder(s) of Freegold Ventures Limited (the "Company") hereby appoint Kristina Walcott or failing this person, Alvin Jackson (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:

as my/our appointee 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 appointee sees fit) and all other matters that may properly come before the Annual and Special Meeting (the "Meeting") of the Company to be held at 888 – 700 West Georgia Street, Vancouver, BC V7Y 1G5, June 27, 2025 at 10:00 a.m. (Vancouver Time) or at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY THE HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors. For Withhold For Withhold For Withhold
a. Kristina Walcott b. Alvin Jackson c. David Knight
d. Garnet Dawson e. Ron Ewing f. Glen Dickson
g. Reagan Glazier h. Maurice Tagami i. Vivienne Artz
2. Appointment of Auditors. Appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Company and to authorize the directors of the Company to fix the remuneration of the auditors For Withhold
3. Omnibus Plan. To consider and, if deemed advisable, to pass, with or without variation, a resolution to approve the Company's new omnibus equity incentive plan, as more fully described in the management information circular in respect of the Meeting. 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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

Signature(s):

Date

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.

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.


This form of VIF is solicited by and on behalf of Management.

VIFs must be received by 10:00 a.m. PST, on June 25, 2025.

Notes to VIF

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the Management Nominees, please insert the name of your chosen appointee in the space provided on the reverse.
  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the holders must sign this VIF 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 VIF with signing capacity stated.
  3. This VIF should be signed in the exact manner as the name appears on the VIF.
  4. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
  5. The securities represented by this VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.
  6. The securities represented by this VIF 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.
  7. This VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the Meeting
  8. This VIF should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your VIF Online please visit: https://login.odysseytrust.com/pxlogin and click on

VOTE

You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this VIF.

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 www.odysseycontact.com.

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.