Valhalla Metals Inc. — Proxy Solicitation & Information Statement 2022

May 19, 2022

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Security Class

Holder Account Number

Form of Proxy - Special Meeting to be held on June 21, 2022

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.

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.

Proxies 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.

1-866-732-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 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

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Appointment of Proxyholder

Appointment of Proxyholder
I/We being holder(s) of securities of Solidusgold Inc. (the “Company”)**hereby appoint:**Sorin Posescu, President, Chief Executive Officer and director of	OR	Print the name of the personyou are appointing if this person
the Company, or failing this person, Rick Van Nieuwenhuyse, director and		is someone other than the
Chairman of the Board of the Company or failing this person, Raj Chowdhry,		Management Nominees listed
director of the Company (the "Management Nominees")		herein.

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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 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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Signature of Proxyholder

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.

Signature(s)

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Date

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M N A Q

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