Xanadu Mines Ltd — Proxy Solicitation & Information Statement 2020

Sep 4, 2020

XANADU MINES
XANADU MINES LTD
Lodge your vote:
By Mail: Computershare Investor Services Inc.
Attention: Proxy Dept.
100 University Ave., 8th Floor,
Toronto, ON M5J 2YI Canada

Security Class

Holder Account Number

Proxy Form

For your vote to be effective it must be received by September 28th, 2020 at 8:00pm (EDT)

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

This proxy is solicited by or on behalf of management of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting Online

If you choose to participate online on the day of the meeting you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online you will need to either:

a) Visit https://web.lumiagm.com/375772387 on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible; or
b) Download the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.

To participate in the meeting, you will be required to enter the unique 9 digit Meeting ID provided below.

Meeting ID: 375772387

For further instructions on how to participate online please view the online meeting user guide at - www.investorvote.com.au/xam

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form →
| To view and update your securityholding:
www.investorcentre.com | Your secure access information is:
SRN/HIN: |
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

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Proxy Form

Please mark ☐ X to indicate your directions

STEP 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Xanadu Mines Ltd hereby appoint

☐ the Chairman of the Meeting
OR
[REDACTED]

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/XanaduMines and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Xanadu Mines Ltd to be held virtually on Thursday, 1 October 2020 at 10:00am (Sydney Time) and at any adjournment or postponement of that Meeting.

STEP 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Item	For	Against	Abstain
1 Ratification of Prior Issue of Tranche 1 Shares - 18 August 2020	☐	☐	☐
2 Approval of Issue of Tranche 2 Shares	☐	☐	☐

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

STEP 3 Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1
[REDACTED]

Securityholder 2
[REDACTED]

Securityholder 3
[REDACTED]

Sole Director and Sole Company Secretary
[REDACTED]

Director
[REDACTED]

Contact Name
[REDACTED]

Contact Daytime Telephone
[REDACTED]

Director/Company Secretary
[REDACT]

Date
[REDACTED]

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