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Mammoth Resources Corp. — Proxy Solicitation & Information Statement 2025
Dec 18, 2025
46769_rns_2025-12-17_2033cf7c-c8f2-4c53-864a-8bcabf78ecf8.pdf
Proxy Solicitation & Information Statement
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MAMMOTH RESOURCES CORP.
Form of Proxy
This Form of Proxy is solicited by and on behalf of the management of Mammoth Resources Corp. (the “Company”) for use at the general and special meeting of shareholders of the Company (the “Meeting”) to be held at 11:00 a.m., EST on January 19, 2026 via a Zoom teleconference call, at the following: https://us04web.zoom.us/j/74872414922?pwd=oabbErqUb2bmU67W0bb2rDax8uRY1Q.1 Meeting ID: 748 7241 4922, Passcode: 9cbYEr
The undersigned holder of common shares of the Company hereby appoints Thomas Atkins, Chief Executive Officer and Director of the Company, failing whom Paul O'Brien, Director of the Company, or, instead of either of the foregoing, strike out the preceding names and print the name of the alternative nominee in the space below,
______ as proxyholder of the undersigned, with full power of substitution, to attend, vote and otherwise act for and on behalf of the undersigned in respect of all matters that may come before the Meeting, and any adjournments thereof.
COMPLETE THIS SECTION TO PROVIDE VOTING INSTRUCTIONS
Please vote my common shares as indicated below:
| 1. | Election of Directors: To elect the following directors of the Company to hold office until the next general meeting of shareholders or until their successors are appointed: | FOR | OR | WITHHOLD | |
|---|---|---|---|---|---|
| (i) | Thomas Atkins | ☐ | ☐ | ||
| (ii) | Richard Simpson | ☐ | ☐ | ||
| (iii) | Paul O'Brien | ☐ | ☐ | ||
| (iv) | Jose Antonio Berlanga Balderas | ☐ | ☐ | ||
| (v) | Jose Antonio Berlanga Lopez | ☐ | ☐ | ||
| (vi) | Edgardo Espinosa Velasco | ☐ | ☐ | ||
| 2. | Appointment and Remuneration of Auditors: To appoint Kreston GTA and to authorize the directors to determine their remuneration. | FOR | OR | WITHHOLD | |
| --- | --- | --- | --- | --- | |
| ☐ | ☐ | ||||
| 3. | Stock Option Plan: To re-approve the stock option plan of the Company, as required by the policies of the TSX Venture Exchange and as set forth in the Information Circular. | FOR | OR | AGAINST | |
| --- | --- | --- | --- | --- | |
| ☐ | ☐ |
This proxy revokes and supersedes all proxies of earlier date.
DATED this _ day of _____, 2026.
Name of shareholder: _______
Signature of shareholder or authorized representative: _______
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NOTES AND INSTRUCTIONS
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You have the right to appoint a person, who need not be a shareholder of the Corporation, to represent you at the Meeting other than the persons named on this form of proxy. Such right may be exercised by striking out the names of management's nominees and inserting in the blank space provided the name of the person to be appointed.
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Your proxyholder will attend the meeting and vote your shares on your behalf. Make sure that the proxyholder is aware that he or she has been appointed and attends the Meeting. The shares represented by this proxy will be voted for or against or withheld from voting in accordance with your instructions on any ballot that may be called for at the Meeting. If you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly. If you do not specify how you want your shares voted in respect of any matter, they will be voted as recommended by management of the Corporation.
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Your proxyholder may vote your shares as he or she sees fit on any amendments or variations to matters identified in the notice of annual and special meeting and on any other items that may properly come before the Meeting or any adjournment.
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Your proxyholder has the same rights you would have if you attended the meeting in person, including the right to appoint a substitute proxyholder.
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YOU MUST SIGN THIS PROXY FORM. When you sign this proxy form, you authorize the proxyholder to act and vote your shares on your behalf at the Meeting and any adjournment and to carry out your voting instructions. If you are an individual shareholder, you or your authorized attorney must sign the form. Your attorney may have to provide proof of your authorization. For shares registered in the name of two or more owners (for example, trustees, executors, etc.), all joint owners must sign. For shares registered in the name of a body corporate, an authorized officer or attorney must sign. This person may have to provide proof that he or she is authorized to sign. If you do not include a date, we will deem it to be the date that we mailed this form to you.
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TO BE VALID, this form of proxy must be received not later than 10:00 a.m. (Toronto time) on January 15, 2026 by Computershare Investor Services Inc. at 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Attention: Proxy Department, or it may be hand-delivered to the registration table on the day of the Meeting prior to the commencement of the Meeting. Alternatively, you may vote by telephone at 1-866-732-8683 (toll-free within North America) or 1-312-588-4290 (outside North America), by facsimile at 1-866-249-7775 or 1-416-263-9524 (outside North America), or by internet using the 15-digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any adjournment thereof.
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The website may be used to appoint a proxy holder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxy holder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above. If you vote by internet, your vote must be received not later than 10:00 a.m. (Toronto time) on January 15, 2026 or 48 hours prior to the time of the Meeting or any thereof.
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This website may be used to appoint a proxy holder (the "proxy holder") to attend and vote on your behalf at the Meeting and to convey your voting instructions. Complete proxy instructions are found in the Company's information circular. Please note that if you appoint a proxy holder and submit your voting instructions and subsequently wish to change your appointment or voting instructions, you may resubmit their proxy, prior to the cut off time noted above. When resubmitting a proxy, the latest proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that your latest proxy is submitted within the timeframe noted above.