North Valley Resources Ltd. — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

United Kingdom Building 350 – 409 Granville Street Vancouver BC V6C 1T2

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North Valley Resources Ltd.

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Form of Proxy – Annual General Special Meeting to be held on April 25, 2024

Appointment of Proxyholder

I/We being the undersigned holder(s) of North Valley Resources Ltd. hereby appoint Kenneth Ellerbeck or failing this person, Quinn Ellerbeck 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 all other matters that may properly come before the Annual General Special Meeting of North Valley Resources Ltd. to be held at Kamloops, BC at 11:00 am PST or at any adjournment thereof.

Kam	loops, BCat11:00 am PSTor at any adjournmen	t thereof.
						For	Against
**1. **	Number of Directors.To set the number of directors to be elected at the Meeting to at four (4).
**2. **	Election of Directors. For Withhold For		Withhold			For	Withhold
a.	Kenneth Ellerbeck	b. Quinn Ellerbeck		c.	Robert Thompson
d.	Brian May
3.	Appointment of Auditors.To re-appoint DMCL LLP, Chartered Professional Accountants, as the independent directors of the Company until the 2025					For	Withhold
	annual general meeting and to authorize the directors to fix their renumeration.
4	Secial ResolutionTo consider and if thouht fit	to ass with or without variation an ordinar	esolution t	arove	the Coman’s Stock Otion Plan	For	Against

4. Special Resolution. To consider and, if thought fit, to pass, with or without variation, an ordinary resolution to approve the Company’s Stock Option Plan as further described in the accompanying information circular.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

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 as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Signature(s): Date

MM / DD / YY

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 PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 11:00 am PST, on April 23, 2024.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. 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 proxy 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 proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

4. 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, this proxy will be voted as recommended by Management.

5. The securities represented by this proxy 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.

6. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

7. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

To listen to the meeting by teleconference, dial +1 778-746-9814 PIN: 691 778 819#

If you vote by Internet, do not mail this proxy.

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.