G Mining TZ Corp. — Proxy Solicitation & Information Statement 2024

Jun 13, 2024

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on July 9, 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 such stated signing capacity.

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, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour of, or withheld from voting on, 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.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Joint Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 10:00 AM, Eastern Time, on July 05, 2024.

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

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To Vote Using the Telephone To Vote Using the Internet

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

• Go to the following web site: www.investorvote.com

• 1-866-732-VOTE (8683) Toll Free

• Smartphone? Scan the QR code to vote now.

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

020BIB

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Appointment of Proxyholder

I/We, being holder(s) of securities of G Mining Ventures Corp. (the “Corporation”), hereby appoint: Louis Gignac Sr., or failing this person, Jason Neal, or failing this person, Louis-Pierre Gignac, or failing this person, Elif Lévesque (the “Management Nominees”)

Print the name of the person you are appointing if this person is someone OR 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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at Blake, Cassels & Graydon LLP in the St. Laurent Boardroom, Suite 3000 at 1 Place Ville Marie, Montreal, Québec H3B 4N8 on July 9, 2024 at 10:00 AM, Eastern Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

								For	Against
1. GMIN Arrangement Resolution
Approval of the resolution authorising the arrangement involving				the Corporation, Reunion Gold Corporation	and Greenheart Gold Inc. (formerly 15963982 Canada
Inc.), the full text of which is set forth in the accompanying Joint Management Information Circular.
								For	Against
2. GMIN Private Placements Resolutions
Approval of the resolution authorising the subscription price at which the Corporation will issue shares pursuant to proposed private placements, the full text of which is
set forth in the accompanying Joint Management Information Circular.
3. Election of Directors
	For	Against			For	Against		For	Against
01. Louis Gignac Sr.				02. Louis-Pierre Gignac			03. David Fennell
04. Elif Lévesque				05. Norman MacDonald			06. Karim Nasr
07. Jason Neal				08. Carlos Vilhena			09. Sonia Zagury
								For	Withhold
4. Appointment of Auditors
Appointment of PricewaterhouseCoopers LLP as auditors of the				Corporation for the ensuing year and authorizing the directors to fx their remuneration.
								For	Against

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5. Ratification of Amendments to GMIN’s By-Laws

Approval of the resolution ratifying certain amendments to the Corporation’s by-laws, the full text of which is set forth in the accompanying Joint Management Information Circular.

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Signature(s)

Date

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, this Proxy will be voted as recommended by Management.

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 NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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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.

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020BJD