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Leviathan Metals Corporation — Proxy Solicitation & Information Statement 2024
Nov 28, 2024
47989_rns_2024-11-28_0b428b13-9da5-40bf-9c70-69ca3275aa05.pdf
Proxy Solicitation & Information Statement
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LEVIATHAN GOLD LTD.
ODYSSEY
United Kingdom Building
350 – 409 Granville Street
Vancouver BC V6C 1T2
Voting Instruction Form ("VIF") – Annual General and Special Meeting to be held on December 19, 2024
Appointment of Appointee
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:
I/We being the undersigned holder(s) of Leviathan Gold Ltd. (the “Company”) hereby appoint Luke Norman, or failing this person, Jonathan Richards, or failing this person, Krisztian Toth
as my/our appointee 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 appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Leviathan Gold Ltd. to be held at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, Suite 2400, Toronto, ON M5H 2T6 on December 19, 2024 at 3:00 p.m. (Toronto time) or at any adjournment thereof.
| 1. Number of Directors. To fix the number of directors of the Company for the ensuing year at four (4). | For | Against | ||||||
|---|---|---|---|---|---|---|---|---|
| 2. Election of Directors. | For | Withhold | For | Withhold | For | Withhold | ||
| a. Luke Norman | ☐ | ☐ | b. Jonathan Richards | ☐ | ☐ | c. Krisztian Toth | ☐ | ☐ |
| d. Jeffrey O'Neill | ☐ | ☐ | ||||||
| 3. Appointment of Auditors. To re-appoint Davidson & Company LLP, Chartered Accountants, as auditors for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditors. | For | Withhold | ||||||
| 4. Long-Term Incentive Plan. To re-approve, for the ensuing year, the Company's existing long-term incentive plan. | For | Against | ||||||
| Authorized Signature(s) – This section must be completed for your instructions to be executed. | Signature(s): | Date | ||||||
| I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Annual General and Special Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management. | ||||||||
| Interim Financial Statements – Check the box to the right if you would like to RECEIVE the Interim Financial Statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email. | ☐ Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email. |
INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
This VIF is solicited by and on behalf of Management. VIFs must be received by 3:00 PM (Toronto time), on December 17, 2024.
Notes to VIF
- Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Annual General and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.
- If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this VIF in the space provided on the reverse. 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 VIF with signing capacity stated.
- This VIF should be signed in the exact manner as the name appears on the VIF.
- If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
- The securities represented by this VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.
- The securities represented by this VIF will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
- This VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Annual General and Special Meeting.
- This VIF should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your VIF Online please visit: https://vote.odysseytrust.com
You will require the CONTROL NUMBER printed with your address to the right.
If you vote by Internet, do not mail this VIF.
To request the receipt of future documents via email and/or to
sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.
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. A return envelope has been enclosed for voting by mail.