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Gabriel Resources Ltd. — Proxy Solicitation & Information Statement 2025
Nov 24, 2025
43912_rns_2025-11-24_edf9afec-f35b-4d70-9edc-74fc9f87a947.pdf
Proxy Solicitation & Information Statement
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GABRIEL RESOURCES LTD.
Computershare
320 Bay Street, 14th Floor
Toronto, ON M5H 4A6
www.computershare.com
Security Class
Holder Account Number
Form of Proxy - Annual General and Special Meeting to be held on December 18, 2025
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
- 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).
- 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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
- This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
- 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.
- 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.
- 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.
- 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.
- This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 9:00 am (Pacific Time), on December 16, 2025.
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Appointment of Proxyholder
I/We being holder(s) of securities of Gabriel Resources Ltd. (the "Corporation") hereby appoint: Dax Moir, or failing this person, Alex Bonner (the "Management Nominees")
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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at the offices of Slikeman Elliott LLP, 666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8 Canada on December 18, 2025 at 9:00 am (Pacific Time), and at any adjournment or postponement thereof. |
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VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| 1. Election of Directors | For | Withhold | For | Withhold | For | Withhold |
|---|---|---|---|---|---|---|
| 01. Jeffrey Couch | ☐ | ☐ | 02. Dag Cramer | ☐ | ☐ | 03. Anna El-Erian |
| 04. Ali Erfan | ☐ | ☐ | 05. James Lieber | ☐ | ☐ | 06. Dragos Tanase |
| 07. Bogdan Juravle | ☐ | ☐ | ||||
| For Withhold | ||||||
| 2. Appointment of Auditors | ||||||
| To re-appoint Ernst & Young LLP, Chartered Accountants, as Auditors of the Corporation for the ensuing year and to authorize the Directors to fix their remuneration. | ☐ ☐ | |||||
| For Against | ||||||
| 3. Approval of New Stock Option Plan | ||||||
| To approve a new stock option plan of the Corporation, as more particularly described in the accompanying Management Information Circular accompanying this proxy (the "Circular). | ☐ ☐ | |||||
| For Against | ||||||
| 4. Cancellation and Grant of Stock Options | ||||||
| To approve, confirm and ratify the cancellation of certain previously granted incentive stock options and the grant of new incentive stock options to certain directors and officers of the Corporation, each as more particularly described in the Circular. | ☐ ☐ |
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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
Signature(s)
Date
DD/MM/YY
Signing Capacity
Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.
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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.
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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.
GBUQ
380390
AR1
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