Teuton Resources Corp. — Proxy Solicitation & Information Statement 2025

Mar 14, 2025

TEUTON RESOURCES CORP.

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 to be held on April 4, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. 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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. 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. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by 10:00 am, Vancouver Time, on April 2, 2025.

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

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 telephone or 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 one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

02219B

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Appointment of Proxyholder

I/We being holder(s) of securities of Teuton Resources Corp. (the "Company") hereby appoint: Dino Cremonese, or failing this person, Robert Smiley (the "Management Nominees")

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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at #506 - 889 West Pender Street, Vancouver, BC on April 4, 2025 at 10:00 am, Vancouver Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HONORABLE TO THE BOXES.

						For	Against
1. Number of Directors
To set the number of Directors at four (4).						☐	☐
2. Election of Directors
	For	Withhold	For	Withhold	For	Withhold
01. Dino Cremonese	☐	☐	02. Robert Smiley	☐	☐	03. Jeff Kyba	☐
04. Jeremy Zall	☐	☐					☐
						For	Withhold
3. Appointment of Auditors
Appointment of Charlton & Company, Chartered Professional Accountants, as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.						☐	☐
4. Adoption of Omnibus Equity Incentive Plan
1. Teuton Resources Corp. (the "Company") adopt the omnibus equity incentive plan (the "Omnibus Plan") as set out in the accompanying information circular;						For	Against
2. The reservation of up to 11,549,376 common shares in the capital of the Company for issuance pursuant to exercise or settlement of Awards (as such term is defined in the Omnibus Plan) granted under the Omnibus Plan is hereby authorized and approved;						☐	☐
3. The Company is hereby authorized to make any changes to the Omnibus Plan as may be required by the TSX Venture Exchange; and
4. Any one Director or officer of the Company is hereby authorized and directed to do all acts and things, to execute, under the common seal of the Company or otherwise, and to deliver all agreements, documents and instruments, to give all notices and to deliver, file and distribute all documents and information which such person determines to be necessary or desirable in connection with or to give effect to or carry out any of the foregoing resolutions.
5. Approval of Plan of Arrangement
1. The arrangement, as it may be or has been amended (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia), involving Teuton Resources Corp. ("Teuton"), its securityholders and Luxor Metals Ltd. ("Luxor") is hereby authorized, approved and adopted;						For	Against
2. The arrangement agreement dated January 23, 2025 between Teuton and Luxor (the "Arrangement Agreement") and all transactions contemplated therein, the actions of Teuton's directors in approving the Arrangement, and the actions of Teuton's directors and officers in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified, authorized, and approved;						☐	☐
3. The plan of arrangement, as it may be or has been amended (the "Plan of Arrangement"), involving Teuton, its securityholders and Luxor as set out in Schedule 1 of the Arrangement Agreement, is hereby authorized, approved and adopted;
4. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by Teuton's securityholders or that the Arrangement has been approved by the Supreme Court of British Columbia, Teuton's directors are hereby authorized and empowered, without further notice to or approval of Teuton's securityholders to: (a) amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, as applicable; or (b) not proceed with the Arrangement, subject to the terms of the Arrangement Agreement;						For	Against
5. Any one or more officer or director of Teuton is hereby authorized and directed, for and on behalf of Teuton, to execute and deliver all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents, and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the performance of any such act or thing.						For	Against
6. Adoption of the Luxor Stock Option Plan						For	Against
1. Subject to completion of the Arrangement, the Luxor Stock Option Plan, details of which are set forth in the accompanying information circular, be and is hereby approved, confirmed and ratified for adoption by Luxor;						☐	☐
2. Any director or officer of Luxor be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution.
Signature of Proxyholder
Signature(s)						Date
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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.						DD/MM/YY
Signing Capacity

TUOQ

377772

AR0

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0221AC