AI assistant
James Bay Resources Limited — Proxy Solicitation & Information Statement 2026
Apr 8, 2026
46292_rns_2026-04-08_baee0fb9-0a02-469e-bb58-d1f8c9416bbe.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
INTERNATIONAL TOWER HILL MINES LTD.
Computershare
320 Bay Street, 14th Floor
Toronto, ON M5H 4A6
www.computershare.com
000001
Mr A Sample
Designation (if any)
Add1
Add2
add3
add4
add5
add6
Security Class
COMMON
Holder Account Number
C1234567890 IND
Fold
Form of Proxy - Annual General Meeting to be held on May 27, 2026
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.
Fold
Proxies submitted must be received by 9:30 AM, Pacific Daylight Time / 12:30 PM, Eastern Daylight Time on Monday May 25, 2026.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone
- Call the number listed BELOW from a touch tone telephone.
1-866-732-VOTE (8683) Toll Free
To Vote Using the Internet
- Go to the following web site: www.investorvote.com
- 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 123456789012345
0263PA
CPUQC01.E.INT/000001/i1234
+
MR SAM SAMPLE
C1234567890
XXX 123
+
Appointment of Proxyholder
I/We being holder(s) of securities of International Tower Hill Mines Ltd. (the "Company") hereby appoint: Karl Hanneman, the Chief Executive Officer.
OR
Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of International Tower Hill Mines Ltd. to be held at the offices of McCarthy Tetrault LLP, Suite 2400 – 745 Thurlow Street, Vancouver, British Columbia, on Wednesday, May 27, 2026 at 9:30 AM (Pacific Daylight Time) and at any adjournment or postponement thereof.
Shareholders are strongly encouraged to vote their Common Shares in advance of the Meeting rather than attending in person. Instructions for voting your Common Shares in advance of the Meeting by mail, telephone or through the Internet are detailed in the accompanying Information Circular/Proxy Statement. Shareholders who wish to observe proceedings at the Meeting will be able to join the Meeting by conference call at (844) 662-0632 or +1 437-703-4646, conference ID 884046163#. The only matters addressed at the Meeting will be the formal business of the Meeting described in this Notice. There will not be a follow-up corporate presentation or question period provided by management or the Chair of the Board.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
Fold
1. Election of Directors
| For | Withhold | For | Withhold | For | Withhold | |||
|---|---|---|---|---|---|---|---|---|
| 01. Andrew Cole | ☐ | ☐ | 02. Anton Drescher | ☐ | ☐ | 03. Karl Hanneman | ☐ | ☐ |
| 04. Stuart Harshaw | ☐ | ☐ | 05. Marcelo Kim | ☐ | ☐ | 06. Edel Tully | ☐ | ☐ |
| 07. Thomas Weng | ☐ | ☐ |
2. Appointment of Auditors
Appointment of Davidson & Company LLP as Auditors of the Company for the fiscal year ending December 31, 2026 and authorizing the Directors to fix their remuneration.
| For | Withhold | Against | |
|---|---|---|---|
| 3. Advisory Vote on Compensation of NEOs | |||
| To approve the compensation paid to the Company's NEOs on an advisory non-binding basis. | ☐ | ☐ | ☐ |
| 3. Year | 2 Years | 3 Years | Abstain |
| --- | --- | --- | --- |
| ☐ | ☐ | ☐ | ☐ |
4. Advisory Vote on Frequency of Shareholder's Votes on executive compensation.
To approve the frequency of shareholder's votes on executive compensation.
| For | Withhold | Against | |
|---|---|---|---|
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)
Signature
DD/MM/YY
Signing Capacity
ITHQ
390935
XXXX
AR0
9999999999999
+
0263QB