Silver Bear Resources Plc — Proxy Solicitation & Information Statement 2024

Dec 2, 2024

SILVER BEAR
RESOURCES Plc
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting (the "Meeting") to be held on 24 December 2024 at 8:00 a.m. EST

This Form of Proxy is solicited by and on behalf of Management ("Management") of Silver Bear Resources Plc Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the Meeting or any adjournment or postponement thereof to exercise all or any of their rights to attend, speak and vote on their behalf at the Meeting. 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). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box provided (see reverse) the number of shares in relation to which they are authorized to act as your proxy. If left blank your proxy will be deemed to be authorized in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) 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(s).

5. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 1-800-564-6253 (within North America) and 1-514-982-7555 (outside North America) or you may photocopy this form. Please indicate in the space provided (see reverse) the number of shares in relation to which they are authorized to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. You may not appoint more than one proxy to exercise rights attached to any one share. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

6. 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.

7. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, 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. The "Vote Withheld" option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.

8. The above is how your address appears on the Register of Shareholders. If this information is incorrect please ring the Register's helpline at 1-800-564-6253 (within North America) and 1-514-982-7555 (outside North America) to request a change of address form or go to www.investorvote.com to use the online Investor Centre service.

9. This proxy confers discretionary authority in respect of amendments or variations to matter identified in the notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponements thereof. The completion and return of this form will not preclude a shareholder from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

10. This proxy should be read in conjunction with the accompanying documentation provided by Management. To be effective, this form (together with any Power of Attorney or authority under which it is signed) must be lodged at the offices of the company's registrar at Computershare Investor Services Limited, c/o Computershare Investor Services Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6AY no later than 9:00 a.m. (EST) on 23 December 2024 or 24 hours before the adjourned Meeting.

Proxies submitted must be received by 8:00 a.m., Eastern Time, on 23 December 2024 or 24 hours before any adjourned meeting.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• To Vote Using the Telephone Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by the Internet, DO NOT mail back this proxy.

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.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose to vote using the Internet.

To vote by the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

021EVB

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☐ Please mark here to indicate if this Proxy appointment is one of multiple appointments being made.

Number of shares in respect of which this Proxy is appointed.

Appointment of Proxyholder

I/We, being holder(s) of Silver Bear Resources Plc (the “Corporation”) hereby appoint: Vadim Ilchuk, CEO, or failing him, Mikhail Ilyin, CFO

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 shareholder 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 Meeting of shareholders of the Corporation to be held at the Corporation’s Russian office, located at Business Centre Trekhprudny, per 9, Bld. 2, office 315-4 123001 Moscow, Russia on 24 December 2024 at 8:00 a.m. (Toronto time) / 4:00 p.m. (Moscow time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

	For	Withhold
1. Financial Statements
To receive and adopt the audited financial statements of the Corporation for the fiscal year ended December 31, 2023, together with the Directors’ report and the independent report of the auditors thereon.	☐	☐
2. Appointment of Auditors
To authorise the Directors to appoint Unicon JSC as auditor of the Corporation to hold office from the conclusion of the Meeting to the conclusion of the next annual general meeting at which accounts are to be laid before the Corporation, as more particularly described in the management information circular of the Corporation dated 25 November 2024 (the “Circular”).	☐	☐
3. Auditors’ Remuneration
To authorise the Directors to agree the auditors’ remuneration.	☐	☐
Election of Directors	☐	☐
4. Re-Elect Vadim Ilchuk
To re-elect Vadim Ilchuk as Director.	☐	☐
5. Re-Elect Alexey Sotskov
To re-elect Alexey Sotskov as Director.	☐	☐
6. Elect Nikolay Grigoriev
To elect Nikolay Grigoriev as Director.	☐	☐
	For	Against
7. Authority to Allot Shares
Allot relevant securities, as more particularly described in the Circular.	☐	☐
Special Resolutions	☐	☐
8. Disapplication of Pre-emptive Rights
Approve the disapplication of pre-emptive rights of the Corporation, as more particularly described in the 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.

Signature(s) Date

MM/DD/YY

In the case of joint holders, only one holder need sign but the vote of the person whose name appears first in the register of members will be accepted to the exclusion of other joint holders. In the case of a corporate entity the Proxy should be signed by a duly authorised official whose capacity should be stated or by an attorney.

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

YSBQ
374917
AR 6
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021EWB