NEWORIGIN GOLD CORP.

Security Class

Holder Account Number

-------

Fold

Form of Proxy - Annual General and Special Meeting to be held on December 8, 2023

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

Notes to proxy

  1. 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
  2. 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.-------

Fold

Proxies submitted must be received by 11:00 am, Eastern Standard Time on December 6, 2023.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

  • Go to the following web site: www.investorvote.com
  • Smartphone?
    Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet 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. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder

I/We being holder(s) of securities of NewOrigin Gold Corp. (the

OR

Print the name of the person you are

"Company") hereby appoint: Robert Valliant, or failing this person, Andrew

appointing if this person is someone

Thomson (the "Management Nominees")

other than the Management

Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 110 Yonge Street, Suite 1601, Toronto, Ontario, on December 8, 2023 at 11:00 am, EST and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

Withhold

Withhold

For

For

01. Robert Valliant

02. Jean-Pierre Janson

03. Andrew Thomson

2. Appointment of Auditors

Appointment of Stern and Lovrics LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

For

For

Withhold

-------

Withhold Fold

3. Approval of Stock Option Plan "BE IT HEREBY RESOLVED that:

  1. the stock option plan of the Company, as described in the Management Information Circular of the Company dated October 26, 2023, be and the same is hereby ratified, confirmed and approved as the stock option plan of the Company;
  2. any director or officer be and is hereby authorized to amend the stock option plan of the Company should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange; and
  3. any one director or officer of the Company be and is hereby authorized and directed to do all such things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution."

For

For

Against

Against

4. Approval of the Kinebik Transaction "BE IT HEREBY RESOLVED that:

  1. the Company be and is authorized to complete the Second Closing of the Transaction, as described in the Management Information Circular of the Company dated October 26, 2023; and
  2. any director or officer be and is hereby authorized to take all necessary acts and directed to do all such things and to execute and deliver all documents and instruments (whether under corporate seal of the Company or otherwise) as may be necessary or desirable to carry out the terms of this resolution."

5. Adoption of By-Law No. 3

To approve By-Law No. 3 as described in the Information Circular dated October 26, 2023.

For

-------

Fold

Against

Signature of Proxyholder

Signature(s)

Date

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. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

N G N Q

3 5 8 8 3 4

A R 1

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

NewOrigin Gold Corp. published this content on 03 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2023 02:08:07 UTC.