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Vault Strategic Mining Corporation Proxy Solicitation & Information Statement 2024

Oct 31, 2024

46808_rns_2024-10-31_9f6c075b-e19a-4c81-a559-3852f6f05aec.pdf

Proxy Solicitation & Information Statement

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MARGARET LAKE DIAMONDS INC.

Security Class: Common Shares

FORM OF PROXY

Annual General & Special Meeting to be held on Wednesday, November 27, 2024

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

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 persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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 Time, on Monday, November 25, 2024 or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

oned meeting. oned meeting.
VOTING METHODS
MAIL or HAND DELIVERY Endeavor Trust Corporation702 – 777 Hornby StreetVancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day 604-559-8908
EMAIL [email protected]
ONLINE As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email 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.

Login information for online voting www.eproxy.ca Control Number: Password:

Appointment of Proxyholder

I/We, being holder(s) of Margaret Lake Diamonds Inc. hereby Print the name of the person you are appoint: Yari Nieken, Director, or, failing this person, Andreas OR appointing if this person is someone other Schleich, Director ( the “Management Nominees”). than the Management Nominee listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 shareholders of Margaret Lake Diamonds Inc. to be held at Suite 501, 3292 Production Way, Burnaby, BC, V5A 4R4 on November 27, 2024 at 10:00 A.M., Pacific Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of DirectorsFor 1. Number of DirectorsFor Against
The number of Directors shall be set to 3 (three).
2. Election of DirectorsFor Withhold
i)Yari Nieken
ii)Quinn Patrick Field-Dyte
iii)Andreas Schleich
3. Appointment of AuditorFor Withhold
To appointAdam Sung Kim Ltd., Chartered Professional Accountants, as auditor of the Company for the ensuing year and
to authorize the directors to fix their remuneration.
4. Re-Approve Stock Option PlanFor Against
To consider and re-approve the Company's 10% rolling stock option plan, as more particularly set out in the accompanying
information circular.
5. Re-Approve Restricted Share Unit PlanFor Against
To consider and approve the Company's Restricted Share Unit Plan, as more particularly set out in the accompanying
information circular.
6. Delisting of Common SharesFor Against
To consider and, if thought appropriate, pass with or without variation, a resolution of a majority of the minority of
shareholders authorizing the Company to delist the common shares from trading on the TSX Venture Exchange, as more
particularly described in the accompanying information circular.
7. Share ConsolidationFor Against
To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution consolidating the
outstanding common shares of the Company on the basis of one (1) post-consolidation common share for up to 10 pre-
consolidation common shares, as more particularly described in the accompanying information circular.
8. Termination of Joint VentureFor Against
To consider, and if thought fit, to pass an ordinary resolution to approve the termination of the joint venture with Arctic
Star Exploration Corp., as more particularly described in the accompanying information circular.
9. Transact Other BusinessFor Against
To transact such other business as may be properly brought before the Meeting or any adjournment thereof.
Authorized Signature(s) – This section must be completed for your instructionsSignature(s)
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.

Print Name(s) & Signing Capacity(ies), if applicable

If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

__________________________________ Date (MM-DD-YY) THIS PROXY MUST BE DATED

Financial Statements Request

In accordance with securities regulations, shareholders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

Interim Financial Reports – Mark the box to the right if you would like to RECEIVE  Annual Financial Report – Mark the box to the right if you would like to RECEIVE Annual  Interim Financial Statements and accompanying Management’s Discussion & Analysis by Financial Statements and accompanying Management’s Discussion and Analysis by mail. mail.

To request the receipt of future documents via email, you may contact Endeavor Trust Corporation at [email protected].