VALKEA RESOURCES CORP. — Proxy Solicitation & Information Statement 2024

Aug 13, 2024

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Outback Goldfields Corp.

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

Form of Proxy – Annual and Special Meeting to be held on September 3, 2024

Appointment of Proxyholder

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

I/We being the undersigned holder(s) of Outback Goldfields Corp. hereby appoint Chris Donaldson or failing this person, Ota Hally or failing this person Jen Hanson. OR

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 and Special Meeting of Outback Goldfields Corp. to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BC at 11:00 AM PDT or at any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual and Special MeetingofOutback Goldfields Corp.to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BCat11:00 AM PDTor at any adjournment thereof.	been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual and Special MeetingofOutback Goldfields Corp.to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BCat11:00 AM PDTor at any adjournment thereof.	been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual and Special MeetingofOutback Goldfields Corp.to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BCat11:00 AM PDTor at any adjournment thereof.	been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual and Special MeetingofOutback Goldfields Corp.to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BCat11:00 AM PDTor at any adjournment thereof.	been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual and Special MeetingofOutback Goldfields Corp.to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BCat11:00 AM PDTor at any adjournment thereof.	been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual and Special MeetingofOutback Goldfields Corp.to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BCat11:00 AM PDTor at any adjournment thereof.	been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual and Special MeetingofOutback Goldfields Corp.to be held at Suite 600 – 1111 West Hastings Street, Vancouver, BCat11:00 AM PDTor at any adjournment thereof.
1Number of DirectorsTo set the number of directors to be elected at the Meetin to at five (5) ForAgainst
. .g .
2. Election of Directors (Incumbent Slate) to take Office Immediately Following the Meeting. ForWithhold ForWithhold ForWithhold a. Craig Parry b. Chris Donaldson c. Louis Archambeault d. Eric Zaunscherb e. Ota Hally 3. Election of Directors conditional on and effective upon the closing of the Acquisition (Conditional Slate) to replace the Incumbent Slate. ForWithhold ForWithhold ForWithhold a. Craig Parry b. Chris Donaldson c. Louis Archambeault d. Eric Zaunscherb e. Mark Bennett
4. Appointment of Auditors.Appoint D&H Group LLP as the Company’s auditor for the ensuing year and authorize the directors to determine the remuneration to be paid to ForWithhold
the auditor.
5. Omnibus Equity Compensation Plan.To consider and, if thought fit, approve by ordinary resolution an omnibus equity incentive compensation plan (the “Proposed Omnibus Equity Compensation Plan”)to replace the Company’s rolling10% stock optionplan(the “Current Stock Option Plan”), ForAgainst
6. Current Stock Option Plan.If the Proposed Omnibus Equity Compensation Plan is not approved by the Shareholders, to consider, and, if thought fit, pass an ordinary resolution approvingthe Current Stock Option Plan. ForAgainst
7. Acquisition.To consider and, if thought fit, to pass an ordinary resolution (the “Acquisition Resolution”) approving the acquisition by the Company of all the issued and outstanding shares of Sakumpu Exploration Oy (the “Acquisition”) from S2 Resources Ltd. (the “Vendor”), as more fully set forth in the accompanying management information circular. ForAgainst
8. Disposition.To consider and, if thought fit, to pass an ordinary resolution approving the grant by the Company to the Vendor of (a) an option to earn a 80% interest in the Company’s Silver Spoon, Ballarat West and Yuengroon projects, upon the exercise of which the parties will enter into a joint venture for further exploration of such projects, and (b) an option to earn a 51% interest in the Company’s Glenfine property, upon the exercise of which the parties will enter into a joint venture for further exploration of such project (collectively, the“Disposition”), as more fully set forth in the accompanying management information circular. ForAgainst
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.	Signature(s):	Date MM / DD / YY

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.

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 11:00 AM PDT, on August 29, 2024.

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 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.

4. 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.

5. 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.

6. 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.

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

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

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.