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Western Gold Exploration Ltd. Proxy Solicitation & Information Statement 2021

Sep 29, 2021

47618_rns_2021-09-29_549dd7c7-ecd8-4c52-b279-f70ff7c4a301.pdf

Proxy Solicitation & Information Statement

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WESTERN GOLD EXPLORATION LTD. INSTRUMENT OF PROXY - COMMON SHARES

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 21, 2021 OR ANY ADJOURNMENT THEREOF .

The undersigned holder (the " Shareholder ") of common shares (the " Common Shares ") in the capital of Western Gold Exploration Ltd. (the " Corporation "), or their attorney authorized in writing, hereby nominates, constitutes and appoints Ross McLellan, Chief Executive Officer of the Corporation, or failing him, Jim O’Neill, 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 21, 2021 at 9 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://us06web.zoom.us/j/89231280064?pwd=YzhMbDV6Q1RET2F6Y2hDb2VvZEJPZz09 Passcode: 681706 or by Telephone: Canada +1: 204-272-7920; 438-809-7799; 587-328-1099; 647-374-4685; 647-558-0588; 778-907-2071 United Kingdom +44: 330-088-5830; 131-460-1196; 203-481-5237; 203-481-5240; 203-901-7895; 208-080-6591; 208-080-6592

In order to be effective, the form of proxy, together with the power of attorney or other authority, if any, under which it wassigned, must be: (i) mailed so as to be deposited at the office of the Corporation’s transfer agent, Alliance Trust Company,1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3; or (ii) completed online atwww.alliancetrust.ca/shareholders/, notlater than 48 hours preceding the time of the Meeting or deposited with the Chairman of the Meeting on the day of theMeeting via email [email protected] to the commencement of the Meeting. In order to be effective, the form of proxy, together with the power of attorney or other authority, if any, under which it wassigned, must be: (i) mailed so as to be deposited at the office of the Corporation’s transfer agent, Alliance Trust Company,1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3; or (ii) completed online atwww.alliancetrust.ca/shareholders/, notlater than 48 hours preceding the time of the Meeting or deposited with the Chairman of the Meeting on the day of theMeeting via email [email protected] to the commencement of the Meeting.
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, or (ii) their successors are elected or appointed:David HW (Harr) Dobson FORAGAINSTFORWITHHOLDFORWITHHOLDFORAGAINST
.. y)Ross McLellan)Willie McLucas)Stuart M. Olley)
FOR
3.APPOINTMENT OF AUDITORS
Appointment of Simone & Company, Chartered Professional Accountants, as the auditors of the Corporationfor the ensuing year and authorizing the directors to fix their remuneration.))
4.APPROVAL OF THE STOCK 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 Management Information Circular of the Corporation datedSeptember 16, 2021, approving the Corporation’s Stock Option Plan.))

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 _______________, 2021.

(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 September 16, 2021 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 the Corporation’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 [email protected] prior to the commencement of the Meeting.