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SILVER SPRUCE RESOURCES INC. — Proxy Solicitation & Information Statement 2026
Apr 2, 2026
44626_rns_2026-04-02_f06050b3-1766-472e-a4e9-ab517adc28a7.pdf
Proxy Solicitation & Information Statement
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Silver Spruce Resources Inc.
(the "Corporation")
Annual and Special Meeting
April 28, 2026 at 2:00pm (Atlantic Daylight Time)
Suite 1300, 1969 Upper Water Street,
Halifax, NS B3J 2V1
(the "Meeting")
| VOTING METHOD | |
|---|---|
| INTERNET | Go to https://www.meeting-vote.com and enter the 13 digit control numbers above |
| FACSIMILE | 416-607-7964 |
| MAIL or HAND DELIVERY | TSX Trust Company |
| BY MAIL: Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1 | |
| BY HAND: 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 | |
| Investor Central | |
| TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions. | |
| To register, please visit: https://www.tsxtrust.com/icreg and complete the registration form. | |
| For assistance, please contact TSX TRUST INVESTOR SERVICES. | |
| Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 | |
| Tel: 1-800-387-0825 or 416-682-3860 | |
| Email: [email protected] |
Proxy Voting – Guidelines and Conditions
- THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.
- THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
- If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
- This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the meeting or any adjournment or postponement thereof.
- The securityholder has a right to appoint a person or company to represent the securityholder at the meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Corporation.
- To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
- To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
- If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
- Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
TMX
TSX TRUST
FORM OF PROXY ("PROXY")
Silver Spruce Resources Inc.
(the "Corporation")
Annual and Special Meeting
April 28, 2026 at 2:00pm (Atlantic Daylight Time)
Suite 1300, 1969 Upper Water Street,
Halifax, NS B3J 2V1
SECURITY CLASS: Common Shares
RECORD DATE: March 19, 2026
FILING DEADLINE FOR PROXY: April 24, 2026 at 2:00pm (Atlantic Daylight Time)
APPOINTEES
The undersigned hereby appoints Kevin O'Connor, whom failing Paul K. Smith (the "Management Nominees"), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Election of Directors | FOR | AGAINST |
|---|---|---|
| a) Michael Kinley | ☐ | ☐ |
| b) Kevin O'Connor | ☐ | ☐ |
| c) Kevin Thieneman | ☐ | ☐ |
| d) Paul K. Smith | ☐ | ☐ |
| 2. Appointment of Auditor | FOR | WITHHOLD |
| Appointment of Charlton & Company as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. | ☐ | ☐ |
| 3. Approval of the Second Amended and Restated Stock Option Plan | FOR | AGAINST |
| To approve the second amended and restated Stock Option Plan of the Company. | ☐ | ☐ |
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s)
Date (MM/DD/YYYY)