Thesis Gold Inc. — Proxy Solicitation & Information Statement 2025

Oct 29, 2025

ODYSSEY

Trader's Bank Building

1100, 67 Yonge Street

Toronto ON M5E 1J8

Thesis Gold Inc.

Form of Proxy – Annual General and Special Meeting to be held on December 2, 2025

Appointment of Proxyholder

I/We being the undersigned holder(s) of Thesis Gold Inc. hereby appoint Ewan Webster, Chief Executive Officer, President and Director, or failing this person, David Garratt, Chief Financial Officer.

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 all other matters that may properly come before the Annual General and Special Meeting of Thesis Gold Inc. to be held via Microsoft Teams - https://teams.microsoft.com/meet/2550767806715?p=aot0OoE6qaS05PVhBW, Meeting ID: 255 076 780 671 5; Passcode: Q2XK9Fu3 at 9:00 a.m. (Pacific Time) or at any adjournment thereof.

1. Number of Directors. To set the number of directors to be elected at the Meeting to at six (6).							For	Against
2. Election of Directors.	For	Withhold		For	Withhold		For	Withhold
a. Ewan Webster	☐	☐	b. Jody Shimkus	☐	☐	c. Thomas Mumford	☐	☐
d. Lisa Peterson	☐	☐	e. William Lytle	☐	☐	f. Russell Ball	☐	☐
3. Appointment of Auditors. To re-appoint Manning Elliott LLP, Chartered Professional Accountants, as auditors for Thesis for the ensuing financial year and to authorize the directors of the Company to fix their remuneration and terms of their engagement.							For	Withhold
4. Stock Option Plan. To consider and, if thought advisable, to pass an ordinary resolution ratifying and approving the adoption of Company's Omnibus Long-Term Incentive Plan, the full text of which is set out in Schedule "E" of the accompanying Management Information Circular.							For	Against

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.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Signature(s):

Date

MM / DD / YY

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

☐

---

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 9:00 a.m. (Pacific Time), on November 28, 2025.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Annual General and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.
3. This proxy should be signed in the exact manner as the name appears 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.
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, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted or withheld from voting, 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.
7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your Proxy Online please visit: https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to

sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.

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. A return envelope has been enclosed for voting by mail.