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Gold Hunter Resources Inc. Proxy Solicitation & Information Statement 2024

Feb 23, 2024

47985_rns_2024-02-22_9a051ecc-573c-49f2-8a25-d392716eb183.pdf

Proxy Solicitation & Information Statement

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GOLD HUNTER RESOURCES INC. (the " Corporation ")

Annual General and Special Meeting March 15, 2024 at 10:00 AM (Canada/Pacific Standard) Clark Wilson LLP located at 900 – 885 W Georgia Street, Vancouver, British Columbia, V6C 3H1 @10am PT (the " Meeting ")

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Voting Instructions - Guidelines and Conditions

The Corporation is providing you the enclosed proxy-related materials for their securityholder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form ('VIF') is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.

We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

THIS VOTING INSTRUCTION FORM SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

Voting Instructions and Authority - Notes

  1. THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE CORPORATION.

  2. If you appoint the Management Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendation highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

  3. The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.

  4. If internet voting is available, you can provide your voting instructions on the website (see "Internet" section under "Voting Method").

  5. To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the securityholders of the Corporation.

  6. This form does not convey any right to vote in person at the Meeting.We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted. If you want to attend the meeting and vote in person, write your name in the place provided for that purpose on the reverse of this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, contact your advisor.

  7. Guidelines for proper execution of the VIF are available at www.stac.ca. Please refer to the Proxy Protocol.

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VOTING METHOD
Internet Go to www.voteproxyonline.com and enter the 12 digit
control number
FACSIMILE 416-595-9593
MAIL or HAND TSX Trust Company
DELIVERY 301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-866-600-5869
Email: [email protected]
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VOTING INSTRUCTION FORM (“VIF”)

GOLD HUNTER RESOURCES INC. (the " Corporation ") CONTROL NUMBER: «CONTROL_NUMBER» Annual General and Special Meeting March 15, 2024 at 10:00 AM (Canada/Pacific Standard) Clark Wilson LLP located at 900 – 885 W Georgia Street, Vancouver, British Columbia, V6C 3H1 @10am PT SECURITY CLASS: Common Shares RECORD DATE: Jan. 31, 2024 FILING DEADLINE FOR March 13, 2024 at 10:00 AM PROXY: (Canada/Pacific Standard)

APPOINTEES

The undersigned hereby appoints Sean Kingsley, CEO whom failing Penilla Klomp, Corporate Secretary (the “Management Nominees”) or instead of any of them, the following Appointee

PLEASE PRINT APPOINTEE NAME

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any,

RESOLUTIONS - - SEE VOTING GUIDELINES ON REVERSE -
VOTING RECOMMENDATIONS ARE INDICATED BY
HIGHLIGHTED
- SEE VOTING GUIDELINES ON REVERSE -
VOTING RECOMMENDATIONS ARE INDICATED BY
HIGHLIGHTED
- SEE VOTING GUIDELINES ON REVERSE -
VOTING RECOMMENDATIONS ARE INDICATED BY
HIGHLIGHTED
- SEE VOTING GUIDELINES ON REVERSE -
VOTING RECOMMENDATIONS ARE INDICATED BY
HIGHLIGHTED
TEXT ABOVE THE BOXES TEXT ABOVE THE BOXES
1. Number of Directors FOR AGAINST 2. Election of Directors FOR WITHHOLD
To set the number of Directors at 5 A) Sean Kingsley
B) Richard Macey
C) Brandon Schwabe
D) Michael Williams
E) John Theobald
3. Appointment of Auditor FOR WITHHOLD 4. Sale of Substantially all of the Assets FOR AGAINST
To appoint Manning Elliott LLP, Chartered To consider and, if deemed advisable, pass a
Professional Accountants, as the auditors of
the Company for the fscal year ending August
special resolution to approve the sale of
substantially all of the Company’s assets, as
31, 2024 and to authorize the directors of the
Company to fx the remuneration to be paid to
the auditors for the fscal year ending August
more particularly set out in the accompanying
management information circular
31, 2024
5. Plan of Arrangement FOR AGAINST
To consider, and if deemed advisable, pass a
special resolution to approve a statutory plan
of arrangement pursuant to Section 288 of the
Business Corporations Act (British Columbia)
whereby 90% of the common shares of FireFly
(the “FireFly Shares”), or such other number as
is determined by the Board, will be distributed
to the shareholders of the Company, with
Shareholders resident in Canada and U.S.
Accredited Investors (as defned in Rule 501(a)
of Regulation D of the U.S. Securities Act)
receiving a pro-rata distribution of FireFly
Shares determined by each such Shareholder’s
ownership percentage of the total issued and
outstanding common shares of the Company
as at the record date determined by the Board,
and in the case of Shareholders resident in the
Untied States who are not U.S. Accredited
Investors, receive a cash distribution in lieu of
the FireFly Shares

The VIF revokes and supersedes all earlier dated VIF and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s)

Date(MM/DD/YYYY)

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis.

Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management’s Discussion and Analysis.

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593