Val-D'Or Mining Corporation — Proxy Solicitation & Information Statement 2024

Oct 3, 2024

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VAL-D’OR MINING CORPORATION

Form of Proxy – Annual General and Special Meeting to be held on Friday, October 18, 2024

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United Kingdom Building 350 – 409 Granville St Vancouver, BC V6C 1T2

Appointment of Proxyholder

I/We being the undersigned holder(s) of Val-d’Or Mining Corporation (the “Company”) hereby appoint(s) Glenn J. Mullan, the Chairman of the Board, President, Chief Executive Officer, OR and a director of the Company, or failing this person, Rico De Vega, the Chief Financial Officer and Corporate Secretary of the Company

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 (the “Meeting”) of the Company to be held at 2772 chemin Sullivan, Val-d’Or, Québec, and by telephone conference call at 3:00 p.m. Eastern time, on October 18, 2024 or at any adjournment or postponement thereof.

277	2 chemin Sullivan, Val-d’Or, Québec, and by telephone conference callat3:00 p.m. Eastern time, on October 18, 202	4or at any adjournment or	post	ponement thereof.
1.	Election of Directors. ForWithhold ForWithhold		For	Withhold
	a. Louis Doyle b. Deborah Honig c.	Glenn J. Mullan
	d. Lukas (Luke) C.W. Shewchuk e. C. Jens Zinke
		For		Withhold
2.	Appointment of Auditors.To appoint McGovern Hurley LLP as the Auditor of the Company for the ensuing year.
3.	Approval of Alteration to Articles – Nomination of Directors.To consider and, if deemed appropriate, pass, with or without variation, a special For			Against
	resolution approving an alteration to the Company’s Articles such that the Articles, as altered, will include mandatory procedures for nominations of
	persons for election as directors, including advance notice and disclosure requirements for nominations by shareholders, all	as more particularly
	described in the Company’s Information Circular dated September 13, 2024.
4	Al f Stk Oti Iti PlT i l l t th C’ Stk Oti Iti Pl ll	till For		Against

4. Approval of Stock Option Incentive Plan. To give annual approval to the Company’s Stock Option Incentive Plan, all as more particularly described in the Company’s Information Circular dated September 13, 2024.

Signature(s):

Date

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.

MM / DD / YY

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 3:00 pm, Eastern Time, on Wednesday, October 16, 2024.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Meeting or any adjournment or postponement thereof. 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 must sign this proxy with signing capacity stated and you may be required to provide documentation evidencing your power to sign this proxy.

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, 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 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 or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

9. Please complete, date and sign your form of proxy and return it to our transfer agent, Odyssey Trust Company, Suite 350, 409 Granville Street, Vancouver, British Columbia V6C 1T2, Attention: Proxy Department; or by facsimile: 1-800-517-4553.

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

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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 www.odysseycontact.com.

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.