Xanadu Mines Ltd — Proxy Solicitation & Information Statement 2025

Mar 29, 2025

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 7:00 PM (EDT) on Tuesday, 8 April 2025.

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

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

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 →
| View the Annual Report, 24 hours a day, 7 days a week:
www.xanadumines.com | |
| --- | --- |
| To view and update your securityholding:
www.investorcentre.com | Your secure access information is:

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. |

0223VB

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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).

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 at Royal Automotive Club of Victoria, Level 1, 501 Bourke Street, Melbourne Victoria 3000 on Friday 11 April 2025 at 11:00 AM (AEDT) 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.

First	Beginners	Abstain
Resolution 1	Approval to exercise 25% Put Option in respect of Khuiten Metals Pte Ltd	☐ ☐ ☐
Resolution 2	Ratification of prior issue of 110,000,004 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
[Redacted]

Date
[Redacted]

Contact
[Redacted]

Telephone
[Redacted]

Date
DD/MM/YY

XNAQ
378570
0223WB