Western Gold Exploration Ltd. — Proxy Solicitation & Information Statement 2020

Sep 24, 2020

CASSOWARY CAPITAL CORPORATION LIMITED INSTRUMENT OF PROXY - COMMON SHARES

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 20, 2020 OR ANY ADJOURNMENT THEREOF .

The undersigned holder (the " Shareholder ") of common shares (the " Common Shares ") in the capital of Cassowary Capital Corporation Limited (the " Corporation "), or their attorney authorized in writing, hereby nominates, constitutes and appoints Stuart Olley, Chief Executive Officer of the Corporation, or failing him, Gordon Chmilar, Chief Financial Officer of the Corporation, or in the place and stead of the foregoing, _____

, as proxyholder of the undersigned, with full power of substitution, to act and vote for and on behalf of the undersigned, in respect of all Common Shares held by the undersigned, at the annual general and special meeting of the shareholders of the Corporation to be held in Calgary, Alberta, but in a virtual meeting format only, by way of a live webcast and teleconference as set forth below on October 20, 2020 at 10 a.m. (Calgary time), and any adjournment(s) thereof (the " Meeting "), and without limiting the general authorization and power herein given, to vote on behalf of the undersigned as follows, OR IF NO CHOICE IS SPECIFIED, THEN THE VOTE WILL BE IN FAVOUR OF ALL MATTERS TO BE CONSIDERED AT THE MEETING . SHAREHOLDERS ARE STONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING, AS IN-PERSON VOTING AT THE TIME OF THE MEETING WILL NOT BE POSSIBLE.

This Meeting will be held online in a virtual meeting format only, by way of the following:

Live Webcast Link: https://gowlingwlgca.zoom.us/j/97004967475?pwd=RVFncENHL2x3aVBSY3MvTmhzRW5WQT09

Passcode: 976737

or by:
Telephone	Canada Toll Free: 855 703 8985	USA Toll Free: 877 853 5247	UK Toll Free: 0 800 031 5717
	Webinar ID: 970 0496 7475	Passcode: 976737

In order to be effective, the form of proxy, together with the power of attorney or other authority, if any, under which it was signed, must be: (i) mailed so as to be deposited at the office of BIRD’s transfer agent, Alliance Trust Company, 1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3; or (ii) completed online at www.alliancetrust.ca/shareholders/, not later than 48 hours preceding the time of the Meeting or deposited with the Chairman of the Meeting on the day of the Meeting via email at inquiries@alliancetrust.ca prior to the commencement of the Meeting.

	ID: 970 0496 7475Passcode: 976737	ID: 970 0496 7475Passcode: 976737
	he form of proxy together with the power of attorney or other authority if any under which it wa
	, , ,deposited at the office of BIRD’s transfer agent, Alliance Trust Company, 1010, 407 - 2nd Streetompleted online atwww.alliancetrust.ca/shareholders/, not later than 48 hours preceding the timeChairman of the Meeting on the day of the Meeting via email atinquiries@alliancetrust.c
	eting.
1.FIXING THE NUMBER OF DIRECTORSFixing the number of directors of the Corporation to be elected at the Meeting for the ensuing year at four (4)members.))2.ELECTION OF DIRECTORSIn respect of the following as directors of the Corporation to hold office until the earlier of: (i) the next annualmeeting of the shareholders of the Corporation, (ii) their successors are elected or appointed, or (iii)completion of the Qualifying Transaction (as defined in and more particularly described in the accompanyingmanagement information circular of the Corporation dated September 21, 2020 (the “Circular”):Stuart Olley)Gordon Chmilar)Martin Mix)Guy Lander)and subject to and conditional upon completion of the Qualifying Transaction, in respect of the election of thefollowing as directors of the Corporation to hold office effective upon completion of the Qualifying Transactionuntil the next annual meeting of the shareholders of the Corporation or until their successors are elected orappointed:David H.W. (Harry) Dobson)Ross McLellan)Willie McLucas)Stuart M. Olley)	R OF DIRECTORS	FOR
3.APPOINTMENT OF AUDITORS
Appointment of Kenway Mack Slusarchuk Stewart LLP, Chartered Accountants, as the auditors of theCorporation for the ensuing year and authorizing the directors to fix their remuneration.))
4.APPROVAL OF THE OPTION PLAN
To consider and, if thought advisable, to approve, with or without variation, an ordinary resolution, the full textof which is set forth in the accompanying Circular, approving the Corporation’s Stock Option Plan.))
5.APPROVAL OF THE TRANSACTION RESOLUTION
To consider and, if thought advisable, to approve, by Majority of the Minority Shareholder Approval (as suchterm is defined in the Circular), with or without variation, the Transaction Resolution (the full text of which isset forth in Appendix A to the Circular) to approve: (i) the transaction (the “Transaction”) involving theCorporation, Western Gold Exploration Limited (“WGE”) and the shareholders of WGE, wherein theCorporation will acquire all of the issued and outstanding shares of WGE, substantially as set out in the)))))

Share Exchange Agreement dated July 14, 2020 among the Corporation, WGE and holders of a majority of ) the outstanding shares of WGE (the “ Transaction Agreement ”), all as more particularly described in the accompanying Circular; and (ii) the Transaction Agreement.

6. APPROVAL OF THE CONSOLIDATION RESOLUTION FOR AGAINST Subject to approval of the Transaction Resolution, to consider and if deemed advisable to pass, with or ) without variation, a special resolution, the full text of which is set forth under “Consolidation Resolution” in ) Appendix A to the Circular, authorizing the board of directors of the Corporation, in its sole discretion at any ) time up to one year following the date of the Meeting, to consolidate the Common Shares at a ratio of 2.5, or such lesser number as is determined by the board of directors of the Corporation, to 1. 7. APPROVAL OF THE NAME CHANGE RESOLUTION FOR AGAINST Subject to approval of the Transaction Resolution, to consider, and, if deemed appropriate, to pass with or ) without variation, a special resolution approving an amendment to the Articles of Incorporation of the ) Corporation to change the name of the Corporation to “Western Gold Exploration Ltd.” or such other name as ) may be determined and acceptable to the board of directors of the Corporation and the applicable regulatory authorities.

This Instrument of Proxy is solicited on behalf of the management of the Corporation. The Common Shares represented by this Instrument of Proxy will be voted and, where the shareholder has specified a choice with respect to the above matters, will be voted as directed above or, if no direction is given, will be voted in favour of the above matters.

Each shareholder has the right to appoint a proxyholder, other than the persons designated above, who need not be a shareholder, to attend and to act for it and on its behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

Upon any amendment to or variation of the above matters or on any other matter properly brought before the Meeting, the proxyholder will have the discretion to act in such manner as such proxyholder, in his sole discretion, may determine.

THE UNDERSIGNED HEREBY REVOKES ANY PROXIES PREVIOUSLY GIVEN.

Dated this _____ day of _______________, 2020.

(signature of Shareholder)

(name of Shareholder – please print)

NOTES TO PROXY:

1. This proxy must be dated and the signature of the Shareholder should be exactly the same as the name in which the Common Shares are registered.

2. If this proxy is not dated, it shall be deemed to be dated on the day on which it is mailed.

3. Persons signing as executors, administrators, trustees, etc. should so indicate.

4. If the Shareholder is a company or a corporation, this form of proxy should be under its corporate seal and executed by an officer or attorney thereof duly authorized.

5. Only shareholders of record on August 31, 2020 who complete and deliver a form of proxy in the manner specified and subject to the provisions set out in the Circular will be entitled to have their Common Shares voted at the Meeting. To the extent that a registered Shareholder has transferred the ownership of any Common Shares subsequent to the aforementioned date, the transferee of such Common Shares shall not be entitled to vote such Common Shares unless the transferee produces properly endorsed share certificates, or otherwise establishes that they own the Common Shares and requests, not later than 10 days before the Meeting that their name be included on the shareholder list.

6. This proxy should be read in conjunction with the Circular.

7. In order to be effective, the form of proxy, together with the power of attorney or other authority, if any, under which it was signed, must be: (i) mailed so as to be deposited at the office of BIRD’s transfer agent, Alliance Trust Company, 1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3; or (ii) completed online at www.alliancetrust.ca/shareholders/, not later than 48 hours preceding the time of the Meeting or deposited with the Chairman of the Meeting on the day of the Meeting via email at inquiries@alliancetrust.ca prior to the commencement of the Meeting.