Sylla Gold Corp. — Proxy Solicitation & Information Statement 2023

Feb 1, 2023

==> picture [97 x 31] intentionally omitted <==

SCRYB INC.

4. Approval of Omnibus Incentive Plan

To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s omnibus long term incentive plan.

FOR AGAINST

Appointee

I/We, being holders of common shares of Scryb Inc. (the “Corporation”) , hereby appoint: W. Clark Kent, President of the Corporation, or failing him, Chris Irwin, Corporate Secretary OR

_____________________________________________________________________________________ To attend the meeting or to appoint someone to attend on your behalf, print that name here

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 of the Company to be held on Friday, March 3, 2023, at the hour of 10:30 a.m. (Eastern time) at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2 (the “Meeting”), 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.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted FOR a matter by Management’s appointees or, if you appoint another person, as such other person sees fit. On any amendments or variations proposed or any new business submitted properly 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 VIF. Please see reverse for additional instructions. All VIFs must be received by 10:30 a.m. (Eastern time) on Wednesday, March 1, 2023.

Management recommends voting FOR the following Resolutions. Please use dark black pencil or pen.

1. Appointment of Auditor

To appoint Jackson & Co., LLP, Chartered Professional Accountants as the Auditor of the Company for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the Auditor

FOR	WITHHOLD
FOR	WITHOLD

		FOR	WITHOLD
2.	Election of Directors1. W. Clark Kent
	2. Michael Minder
	3. Greg Van Staveren
	4. Sudhir Thomas
	5. Medhanie Tekeste
		FOR	AGAINST
3.	Adoption of New General By-Law No. 1To consider and, if deemed advisable, pass, with or without variation, a
	resolution confirming the repeal of all existing by-laws of the Company
	and the enactment of a new by-law no. 1 of the Company.

Voting Instruction Form (VIF) – Annual Meeting of Shareholders of

Scryb Inc. Friday, March 3, 2023, at the hour of 10:30 a.m. (Eastern time) at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2 (the “Meeting”)

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the Information Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

1. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

2. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

3. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

How to Vote

TELEPHONE

INTERNET

Use any touch-tone phone, call toll free in Canada and United States 1-888-489-5760 and follow the voice instructions

Go to www.tsxtrust.com/vote-proxy Cast your vote online View Meeting documents

==> picture [62 x 60] intentionally omitted <==

To vote using your smartphone, please scan this QR Code 

To vote by telephone or Internet you will need your control number. 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 P.O. Box 721 Agincourt, ON M1S 0A1

You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@tmx.com.

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

If you wish to receive investor documents electronically in future, please visit https://services.tsxtrust.com/InvestorServices/edelivery to enrol.

All VIFs must be received by 10:30 a.m. (Eastern time) on Wednesday, March 1, 2023.

1. Your voting instructions will be recorded on receipt of the VIF.

2. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

3. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

4. This VIF should be read in conjunction with the Information Circular and other proxy materials provided by Management.