Teuton Resources Corp. — Proxy Solicitation & Information Statement 2022

Dec 29, 2022

Proxy

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF

Resolutions (For full details of each item, please see the enclosed Notice of Meeting and Information Circular)

TEUTON RESOURCES CORP.

TO BE HELD AT 2130 CRESCENT ROAD, VICTORIA, BRITISH COLUMBIA, CANADA, ON FRIDAY, JANUARY 20, 2023 AT 2:00 PM

The undersigned shareholder (“Registered Shareholder”) of the Company hereby appoints Dino Cremonese, the President and a Director of the Company, or failing this person, Robert Smiley, a Director of the Company, or in the place of the foregoing _______ (print the name), as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the aforesaid meeting of the Registered Shareholders of the Company (the “Meeting”) and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder was present at the said Meeting, or any adjournment thereof.

The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company recorded in the name of the Registered Shareholder as specified herein.

	For	Against	Withhold
1. To determine the number of directors at three (3)			N/A
2. To elect as director, Dino Cremonese, P.Eng., L.LB		N/A
3. To elect as director, Jeff Kyba, P. Geo.		N/A
4. To elect as director, Robert Smiley. L.LB		N/A
5. To appoint Manning Elliott LLP, Chartered Professional Accountants, as auditors of the Company		N/A
6. To authorize the directors to fix the Auditors’ remuneration		N/A
7. To grant the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous resolutions.			N/A

The undersigned Registered Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.

REGISTERED HOLDER SIGN HERE:

DATE SIGNED:

INSTRUCTIONS FOR COMPLETION OF PROXY

1 . This Proxy is solicited by the Management of the Company.

1. This form of proxy (“Instrument of Proxy”) must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

2. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy s even (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by the Company.

3. A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person , may simply register with the scrutineers before the Meeting begins.

4. A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions , may do the following:

(a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the Registered Shareholder had specified an affirmative vote;

OR

(b) appoint another proxyholder, who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

1. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

2. If a Registered Shareholder has submitted an Instrument of Proxy, the Registered Shareholder may still attend the Meeting and may vote in person . To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.

To be represented at the Meeting, voting instructions must be DEPOSITED at the office of “Teuton Resources Corp.” no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

The mailing address of Teuton Resources Corp., is 2130 Crescent Road, Victoria, B.C., V8S 2H3.

Fax Within or Outside North America: 1-250-387-1464 Email: dino@teuton.com