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Minera Alamos Inc. Proxy Solicitation & Information Statement 2025

Jun 16, 2025

44545_rns_2025-06-16_3f1972da-d1df-4ff4-aa6a-91ea2d024f6f.pdf

Proxy Solicitation & Information Statement

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MINERAL ALAMOS INC.

TMX

TSX TRUST

Appointment of Proxyholder – Form of Proxy

The undersigned, being a shareholder of Minera Alamos Inc. (the "Company"), hereby appoint: Darren Koningen, CEO of the Company or, failing him Janet O'Donnell, CFO of the Company.

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual and Special Meeting of Shareholders (the "Holders") of the Company to be held at 10:00 a.m. (EST) on July 16th, 2025 (the "Meeting") to be held at Suite 402, 55 York Street, Toronto, Ontario M5J 1R7 and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR Resolutions 1 to 4. Please use a dark black pencil or pen.

1. Election of Directors FOR AGAINST
1. Bruce Durham
2. Darren Koningen
3. Ruben Padilla
4. Doug Ramshaw
5. Kevin Small
2. Appointment of Auditors FOR WITHHOLD
--- --- ---
Re-appoint McGovern Hurley LLP as Auditors for the ensuing year and authorize the directors to fix the remunerations of the auditors.
3. Omnibus Incentive Plan FOR AGAINST
--- --- ---
To approve the continuation of the Omnibus Incentive Plan for the Company.

4. Consolidation

To consider and, if thought advisable, pass, with or without variation, a special resolution approving an amendment to the articles of the Company to consolidate the issued and outstanding common shares of the Company at a ratio of up to ten (10) pre-consolidation common shares for every one (1) post-consolidation common share, as and when determined by the board of directors of the Company in its sole discretion, as more fully described in the accompanying management information circular.

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, this Proxy will be voted FOR a matter by Management's appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

Signature(s) ____ Date ______

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received no later than 10:00 a.m. (EST) on July 14th, 2025.


MINERALAMOS INC.

Form of Proxy – Annual General and Special Meeting of Shareholders of Minera Alamos Inc., to be held on July 16th, 2025 (the "Meeting").

Notes to Proxy

  1. This proxy must be signed by a Holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the Holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

  2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

  3. Some Holders may own securities as both a registered and a beneficial Holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial Holder. Beneficial Holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial Holders should follow instructions for voting conveyed to them by their intermediaries.

  4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All Holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Company.

How to Vote

INTERNET TELEPHONE
• Go to www.meeting-vote.com Use any touch-tone phone, call toll free in Canada and United States 1-800-387-0825 and follow the voice instructions
• Cast your vote online
• View Meeting documents
To vote using your smartphone, please scan this QR Code

To vote by telephone or Internet you will need your 13 digit control number located on this proxy. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX or EMAIL

  • Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company
c/o Proxy Department
P.O. Box 721
Agincourt, ON M1S 0A1

  • You may alternatively fax your proxy to 416-595-9593 -or scan and email to [email protected]

An undated proxy is deemed to be dated on the day it was received by TSX Trust Company.

All proxies must be received by: 10:00 a.m. (EST) on Monday, July 14th, 2025.