Graycliff Exploration Limited — AGM Information 2024

Jul 16, 2024

PRODUCED BY:

, RAYCLIFF XPLOR:ATION LIMITED

ACMCONNECT

ANNUAL MEETING OF

SHAREHOLDERS

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14 August 2024 11:30AM (EST)

https://app.agmconnect.com

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All information related to the meeting can be found at www.agmconnect.com/Graycliff2024

NOTE TO VOTER

To be valid, your form of proxy must be received no later than 11:30AM (EST) on Monday, August 12, 2024.

• • • • --[DETAC] HH[ER] E-- - - - - - - - - - - -DETACHHERE-• - - - - - - - - - '-DETAC ERE- 1 - - - -

This proxy is solicited on behalf of the management of GRAYCLIFF EXPLORATION LIMITED (the "Company"). The undersigned, being a shareholder of the Company hereby appoints, James Macintosh , President, CEO and Director of the Company, or failing him, Julio DiGirolamo, CFO, Corporate Secretary and Director of the Company, or instead of either of them:

Name:---------------� and Email: ______________ �

as proxyholder for and 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 annual meeting of the shareholders of the Company to be held on AUGUST 14, 2024 at 11 :30AM EST {the "Meeting"), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Company recorded in the name of the undersigned as specified herein.

• 1. Fix Number of Directors

FOR AGAINST To fix the number of Directors at three (3). □ □ Election of Directors FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD 01. James Macintosh D □ 02. Julio DiGirolamo □ □ 03. Nicholas Konkin □□

To fix the number of Directors at three (3).

2. Election of Directors

3. Appointment of Auditors

FOR WITHHOLD

Re-appointment of Clearhouse LLP, as auditors of the Company for the ensuing year and authorizing the Directors to fix their □ □ renumeration.

This proxy revokes & supercedes all proxies of earlier date.

DATED this_ day of ,2024

Number of Shares:

Signature of Shareholder Name ofShareholder(Please Print)

Voter Information Sheet

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AGM

A ENDING THE MEETING

REGISTERED HOLDER

BENEFICIAL OWNER

Your Common Shares are registered in your name in the Your Common Shares are held by a nominee, such as a Company's register. securities broker, in your favour. 1) Appoint yourself or another as your proxy by either: BY INTERNET: Login to https://app.agmconnect.com using your -Appointing and filling out the form at: https://app.agmconnect.com unique login credentials found on the reverse page. - Mailing in provided envelope, including the proxy form below Click 'JOIN MEETING'. - Scan & email the proxy below to: voteproxy@agmconnect.com 2) Contact AGM Connect: +1855 839 3n5 BY PHONE: Call AGM Connect at +1 855 839 3715 3) Join the virtual meeting via https://app.agmconnect.com

VOTE YOUR SHARES You can vote and access the meeting via: All shareholders are encouraged to vote by proxy ahead of the AGM Proxies may be voted: - • Online via https://app.agmconnect.com � D B • by completing and returning the lower portion of this proxy form l Computer Smartphone or Calling: • by calling AGM Connect at+1.855 839 3715 Tablet + 1.855.839.3715

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NOTES AND INSTRUCTIONS

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

1. The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.

2. Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Corporation.

3. Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.

4. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation.

5. If the shareholder appoints any of the persons above, including persons other than Management Designees, as proxy to attend and act at the meeting:

   • (a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;

   • (b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly, and

   • (c) IF NO CHOICE IS SPECI Fl ED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WI LL BE VOTED FOR SUCH MATTERS

CONDITIONS

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.

To be valid, this proxy must be received by AGM Connect at 401 Bay Street, Suite 2704, Toronto, Ontario, M5H 2Y4, Fax Number: 416-222.4202, Email: voteproxy@agmconnect.com, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.