Valhalla Metals Inc. — Proxy Solicitation & Information Statement 2022

May 19, 2022

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Special Meeting to be held on June 21, 2022

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

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.

5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

6. 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, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, 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.

8. 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.

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

10. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 10:00 a.m., Pacific Daylight Time on June 17, 2022.

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

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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

• Call the number listed BELOW from a touch tone telephone.

1-866-734-VOTE (8683) Toll Free

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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

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• 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 VIF.

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

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

CONTROL NUMBER

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Appointee(s)

II/We being holder(s) of securities of Solidusgold Inc. (the “Company”) OR If you wish to attend in person or hereby appoint: Sorin Posescu, President, Chief Executive Officer and appoint someone else to attend on director of the Company, or failing this person, Rick Van Nieuwenhuyse, your behalf, print your name or the director and Chairman of the Board of the Company or failing this person, Raj name of your appointee in this space Chowdhry, director of the Company (the "Management Nominees") (see Note #3 on reverse). as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Special Meeting of shareholders of the Company to be held at Suite 2800, 666 Burrard Street, Vancouver, British Columbia, on June 21, 2022 at 10:00 a.m. (Pacific Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Reverse Takeover	For	Against
To consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, the full text of which is set out in the Management
Information Circular, to be approved by the disinterested shareholders of the Company, approving the reverse takeover of the Company by Valhalla
Metals, Inc. (the "Proposed RTO"), all as more particularly described in the Management Information Circular.
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2.Change of Capital Structure
To consider, and if deemed appropriate, pass, with or without variation, a special resolution authorizing and approving an amendment of the notice
of articles and the amendment and restatement of the articles of the Company, altering the rights and restrictions of the existing class of common
shares of the Company and re-designating such class as subordinate voting shares, and creating a class of multiple voting shares (the
"Amendment Resolution"), conditional on and effective following the closing of the Proposed RTO (other than conditions that may be or are
intended to be satisfied only after the Amendment Resolution is implemented).
3.New Control Person	For	Against
To consider and, if deemed appropriate, pass with or without variation an ordinary resolution, to be approved by the disinterested shareholders of
the Company, approving Valhalla Mining, LLC, an existing shareholder of Valhalla Metals, Inc., as a new “control person” of the Company within the
meaning of the applicable regulations of the TSX Venture Exchange, as more particularly described in the Management Information Circular.
4.New Control Person	For	Against
To consider and, if deemed appropriate, pass with or without variation an ordinary resolution, to be approved by the disinterested shareholders of
the Company, approving Marubeni Metals & Minerals (Canada) Inc. as a new “control person” of the Company within the meaning of the applicable
regulations of the TSX Venture Exchange, as more particularly described in the Management Information Circular.
	For	Against

1. Share Compensation Plan

To consider and, if deemed appropriate, pass with or without variation an ordinary resolution to adopt and approve the share compensation plan of the Company.

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Authorized Signature(s) – This section must be completed for your	Signature(s)	Date
instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any VIF previously given with respect to the meeting.If no voting instructions are
indicated above, and the VIF appoints the Management Nominees, this VIF will be voted
as recommended by Management.

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M N A Q

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