Kincora Copper Limited — Proxy Solicitation & Information Statement 2025

Jul 31, 2025

KINCORA COPPER LIMITED

Computershare

320 Bay Street, 14th Floor

Toronto, ON M5H 4A6

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on August 27, 2025

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 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.
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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. 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.
7. 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.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by 4:00 pm, PDT, on August 25, 2025.

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.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

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

023O1A

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Appointment of Proxyholder

(We being holder(s) of securities of Kincora Copper Limited (the "Company") hereby appoint: Jonathan (Sam) Spring, or failing this person, Yuying Liang (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 Company to be held at 400 - 837 West Hastings Street, Vancouver, BC V6C 3N6 on August 27, 2025 at 4:00 pm, PDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

						For	Against
2. Number of Directors
To set the number of Directors at five (5).						☐	☐
3. Election of Directors	For	Withhold		For	Withhold	For	Withhold
01. Jonathan (Sam) Spring	☐	☐	02. John Holliday	☐	☐	03. Cameron McRae	☐
04. Luke Murray	☐	☐	05. Jeremy Robinson	☐	☐		☐
						For	Withhold
4. Appointment of Auditor
Appointment of Manning Elliot LLP, CPA as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.						☐	☐
5. Approval of Issue of Placement Shares
To consider, if thought fit, to pass an ordinary resolution that, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 13,333,333 fully paid post consolidated ordinary shares, at an issue price of C$0.30 each, as described in the Explanatory Statement which accompanies and forms part of this Notice.			For	Against		For	Against
6. Approval of Issue of Placement Warrants
To consider, if thought fit, to pass an ordinary resolution that, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 13,333,333 post consolidated warrants exercisable at a price of C$0.50 each, as described in the Explanatory Statement which accompanies and forms part of this Notice.			☐	☐	10. Consolidation
To consider and, if thought fit, to pass a special resolution of Shareholders approving a share consolidation for up to 10 old common shares in exchange for 1 new common share.	☐	☐
7. Approval for the Company to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to ASX Listing Rule 7.1A
To consider, if thought fit, to pass an Special resolution that, for the purposes of Listing Rule 7.1A, the Shareholders approve the issue of up to 10% of the issued capital of the Company calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Information Circular.			☐	☐	11. Approval of Issuance of Post-Consolidated Options under EIP
To consider, if thought fit, to pass an ordinary resolution that, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve the prior issue of 3,266,927 options under the EIP to certain board, senior management and advisors to the Company, as described in the Explanatory Statement which accompanies and forms part of this Notice.	☐	☐
8. Re-Approval of the Equity Incentive Plan as Amended
To consider and, if thought fit, to pass an ordinary resolution re-approving of the existing equity incentive plan as amended as described further in the accompanying Information Circular.			☐	☐	12. Approval of Amendment to Company's Articles to Incorporate the Advance Notice Provisions
To consider and, if thought fit, to pass a special resolution of Shareholders approving an amendment to the Company's Articles to incorporate the Advance Notice Provisions as described further in the accompanying Information Circular.	☐	☐
9. Approve Shares for Services Agreement and adoption of Share-for-Services Plan
To consider, if thought fit, to pass an ordinary resolution re-approving of the existing shares for services agreements and shares-for-services plan as described further in the accompanying Information Circular.			☐	☐	13. Approval of Amendment to Company's Articles to Incorporate the Subdivision, Consolidation, and Name Change Provisions
To consider and, if thought fit, to pass a special resolution of Shareholders approving an amendment to the Company's Articles to incorporate the Subdivision, Consolidation and Name Change as described further in the accompanying Information Circular.	☐	☐
						Signature(s)
						Date
						DD/MM/YY

Signature of Proxyholder

(We authorize you to act in accordance with my/our instructions set out above. (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.

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.

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.

BSWQ

384054

AR1

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023O2C