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Labrador Gold Corp. — Proxy Solicitation & Information Statement 2026
Jan 23, 2026
43641_rns_2026-01-23_d0c5f86a-2c12-409c-adff-1ef712403bd6.pdf
Proxy Solicitation & Information Statement
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LABRADOR GOLD CORP.
(the "Corporation")
Annual General and Special Meeting Tuesday, February 24, 2026 at 11:00 A.M. (Toronto Time) Gardiner Roberts LLP, Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 3600, Toronto, Ontario, M5H 4E3, in the Islands Boardroom (the "Meeting")

BLUE PROXY
Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:
- After you vote online at www.voteproxyonline.com using your control number.
- Through TSX Trust's online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login.
For details go to www.tsxtrust.com/consent-to-electronic-delivery.
Notice-and-Access
The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management's discussion and analysis, on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.
Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.
LABRADOR GOLD CORP. has elected to utilize notice-and-access and provide you with the following information:
Meeting materials are available electronically at www.sedarplus.ca and also at www.TheFutureofLAB.com.
If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call TSX TRUST INVESTOR SERVICES at1-866-600-5869. In order to receive a paper copy in time to vote before the Meeting, your request should be received by February 12, 2026.
| VOTING METHOD | |||||
|---|---|---|---|---|---|
| INTERNET | Go to www.voteproxyonline.com and | ||||
| enter the 12 digit control number | |||||
| FACSIMILE | 416-595-9593 | ||||
| MAIL or HAND DELIVERY | TSX Trust Company | ||||
| 301 - 100 Adelaide Street West | |||||
| Toronto, Ontario, M5H 4H1 |
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
To register, please visit: https://www.tsxtrust.com/t/investorhub/forms/investor-insite-registration and complete the registration form
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]
Proxies submitted must be received by 11:00 am, Toronto Time, on Friday, February 20, 2026 or if the Meeting is postponed or adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting.
BLUE Proxy Voting – Guidelines and Conditions
- 1. THIS BLUE FORM OF PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.
- 2. THIS BLUE FORM OF PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS
- OF THE CORPORATION PROVIDED BY MANAGEMENT PRIOR TO VOTING. 3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations 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. 4. This BLUE Form of Proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the BLUE Form of Proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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- Every registered holder of Common Shares of the Corporation 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 persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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- If the Corporation Common Shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this BLUE Form of 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 BLUE Form of 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 BLUE Form of Proxy should be signed in the exact manner as the name(s) appear(s) on the BLUE Form of Proxy. Please date the BLUE Form of Proxy. If the BLUE Form of Proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
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- To be valid, this BLUE Form of Proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice.
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- Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
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BLUE FORM OF PROXY ("PROXY")
LABRADOR GOLD CORP. (the "Corporation")
Annual General and Special Meeting Tuesday, February 24, 2026 at 11:00 A.M. (Toronto Time) Gardiner Roberts LLP, Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 3600, Toronto, Ontario, M5H 4E3, in the Islands Boardroom (the "Meeting")
BLUE PROXY
| CONTROL NUMBER: | |
|---|---|
| ----------------- | -- |
$email\ at\ contactus\ @\ kings dalead visors.com.$
| SECURITY CLASS: Common Shares RECORD DATE: January 15, 2026 | )26 | FILING DEADLINE FOR PROXY: Friday, February 20, 2026 at 11:00 A.M. (Toronto Time) | |||||
|---|---|---|---|---|---|---|---|
| APP | OINTEES | ; | |||||
| signed hereby appoints Roger Moss, F ent Nominees"), or instead of any of the | on, whom | failing William R. Johnstone, C | orporate Secretary | of the Cor | poration (the | ||
| Please | e print appointee name | ||||||
| as proxyho | older on behalf of the undersigned with t | ||||||
| ome before the Meeting and at any adjo present at the said Meeting or such adj |
/ere | ||||||
| - SEE VOTING GUID | ELINES | ON REVERSE - | |||||
| RESOLUTIONS - VOTII | NG RECOMMENDATIONS ARE | INDICAT | TED BY HIGHLIGHTED TEXT | ABOVE THE BOX | ES | ||
| 1. ELEC | CTION OF DIRECTORS | FOR | WITHHOLD | ||||
| To elect | Directors as nominated by Management. | ||||||
| a) | JAMES BORLAND | ||||||
| b) | LEO KARABELAS | ||||||
| c) | ROGER MOSS | ||||||
| d) | KEVIN RAMSAY | . 🏻 | |||||
| OINTMENT OF AUDITOR int DeVisser Gray LLP, Chartered Profe |
secional Accountants, as auditors of | the Corpo | ration for the enguing year and to a | uthorizo tho | FOR | WITHHOLD | |
| s to fix their remuneration. | ssional Accountants, as auditors of | trie Corpo | ration for the ensuing year and to a | dunonze trie | |||
| IFICATION OF THE STOCK OPTIO | FOR | AGAINST | |||||
| the Corporation's 2023 Stock Option Plan | ). |
. 🗀 | |||||
| ROVAL OF THE COB | th or without variation, an ordinary rea | alution (th | "COR Pasalution") of the Corner | ration, the full toyt of | FOR | AGAINST | |
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "COB Resolution") of the Corporation, the full text of which is set forth in the management information circular of the Corporation dated January 15, 2026, approving the Change of Business of the Corporation from a mining issuer to a Mining/Investment Issuer. | |||||||
| To consi approvin |
.NGE OF NAME ider and if deemed advisable, to pass, with g an amendment to the Corporation's Arti such other name as the board of directors es. | cles to effect the change of the Corpo | oration's na | me From "Labrador Gold Corp." t | o "Exin Ventures | FOR | AGAINST |
| 6. DISSIDENT RESOLUTION: DIRECTOR REMOVAL RESOLUTION | FOR | AGAINST | |||||
| To consider the following ordinary resolution of the Dissident (the "Dissident Resolution: Director Removal Resolution") to remove as directors of the Corporation James Borland, Trevor Boyd, and Roger Moss (or their appointed successor(s)). | . $\square$ | Ш_ | |||||
| SIDENT RESOLUTION TO SET THE | io possed | nana the following ordinary recolu | tion to fix the | FOR | AGAINST | ||
| d that the Dissident Resolution: Director Re of directors of the Corporation at five (5). |
emoval Resolution (RESOLUTION 6) | is passed | , pass the following ordinary resolu | tion to fix the | ш | ш | |
| SIDENT NOMINEES | FOR | WITHHOLD | |||||
| d that the Dissident Resolution: Director Romalhi, Ronald Wortel, Jean Lafleur, and T | tion to elect | ||||||
| This p | roxy revokes and supersedes all e | arlier dated proxies ar | nd MUST BE | E SIGNED | |||
| · | |||||||
| PLEASE | PRINT NAME | Signa | ture of registered owner(s) | L | Date (MM/L | DD/YYYY) | |
| rim Financial Statements – Mark this rim Financial Statements and Managem | al Financial Statements – Mark Il Financial Statements and Mana |
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| re casting your vote online and wish to it ions. If the cut-off time has passed, pleater | e complete | the online request for financial s | statements following | your voting | l | ||
| Questions | ? Need Help Voting? | ||||||
| Advisors, th | n Shareholders who need assistance with vot ne Corporation's strategic advisor by telephor rica) or 1-647-251-9740 (text and call enabled |
ne at 1-888-518-6813 (toll-free in |