Shareholders' Meeting

MEETING DOCUMENTS

The following documents or Proxy Materials relating to the 2024 Meeting are available for download from SEDAR (www.sedarplus.ca) and from this website for a period of a year following the date of mailing.

VOTING YOUR SHARES

Shareholder wishing to vote their shares by proxy or in person at the Meeting, must follow the proper instructions for doing so, otherwise their vote may not be counted. The following document explains the different type of shareholders and the type of documents that they will receive. For more information contact the Secretary of the Company at 416-619-5304 or by e-mail to lafrance@vvcexploration.com, or if you are a registered shareholder, call the Company’s registrar and transfer agent, Computershare at 1-866- 393-4891.

Registered shareholders can vote online at www.investorvote.com. Non-Registered Shareholders in Canada having received a VIF from Broadridge can vote at: http://www.proxyvote.com. In either case you will need to enter the Control Number on your Proxy or VIF. If you received more than one Proxy and/or VIF, you will need to vote each separately.

All proxy voting must be done by 11:00 am ET on December 3, 2024.

TYPES OF SHAREHOLDERS

Please note that in Canada and the USA, pursuant to the applicable laws, policies, rules and regulations, shareholders fall in the following categories:

• Registered Shareholders – those shareholders whose name is contained on the Shareholders’ Registry maintained by the Company’s transfer agent, Computershare. Such shareholders are either in possession of a physical share certificate registered in their name or have designated a third party to hold the said physical share certificate in trust for them, or the shares were issued to them using the Direct Registration System ("DRS") maintained by Computershare.

• Non-registered Shareholders or Beneficial Shareholders - In many cases, Shareholders do not hold their Common Shares in their own name. Rather, their Common Shares are beneficially owned by the Shareholder (a “Beneficial Shareholder”) but are registered either (i) in the name of an intermediary (an “Intermediary”) that the Beneficial Shareholder deals with in respect of their Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a depository (a “Depository”), such as CDS Clearing and Depository Services Inc. (“CDS”) in Canada and The Depository Trust Corporation in the US (“DTCC”). 

• Canadian Beneficial Owner – those shareholders residing in Canada whose shares are registered in the name of either CDS & Co., a broker, a bank or another intermediary (the “Agent”), and held by the Agent for their benefit. Depending on the instructions provided to the broker or bank, Beneficial Owner will be classified as follows:
• Non-Objecting Beneficial Owner (“NOBO”) – those who have consented to having the details of their shareholdings disclosed to the Company for the purposes permitted under National Instrument 54-101
• Objecting Beneficial Owner (“OBO”) – those who have requested to remain anonymous and declined to having the details of their shareholdings disclosed to the Company for the purposes permitted under National Instrument 54-101.

• US Beneficial Owner (“USBO”) – those shareholders residing in the United States whose shares are registered in the name of either Cede & Co., CDS & Co., a broker, a bank or another intermediary (the “Agent”), and held by the Agent for their benefit. They are also classified as either Non-Objecting Beneficial Owner (“NOBO”) or Objecting Beneficial Owner (“OBO”), similar to in Canada.

• International Beneficial Owner (“IBO”) – those shareholders residing outside of Canada and the United States whose shares are registered in the name of another party and held in trust for their benefit.

Voting Instruction Document

Shortly after the mailing date, shareholders should receive the Information Circular Booklet (the “Circular”), and either a Proxy or a Voting Instruction Form (VIF), or if the Company elects to use Notice and Access, the Circular will be substituted with a notice containing the instructions on how to download a copy of the Circular and how to obtain a printed copy.

The type of document and the sender will depend on the category of shareholder:

▪ Registered Shareholders will receive a Proxy from Computershare and will be able to vote online, by fax, by mail or in person at the Meeting. Some Registered Shareholders will not receive a Proxy because their address of record is incorrect. Such Shareholders will need to contact Computershare to obtain a Proxy or an access code for online voting.

▪ Canadian NOBO Shareholders may receive a Voting Instruction Form (“VIF”) and will be able to vote online, by fax or by mail. However in order to attend the Meeting and vote in person, they must appoint themselves as proxyholder and ensure the VIF is received by Computershare at least 48 hours before the meeting as set out in the VIF. Some NOBO Shareholders will not receive a VIF because they requested to be excluded from such mailings. Such Shareholders will need to contact Computershare to obtain a VIF.

▪ The OBO Shareholders may receive either a proxy or a VIF (the “Voting Form”) mailed by the Broker or by his agent and will be able to vote online, by fax or by mail by following the specific instructions accompanying the Voting Form (these instructions are different from those received by the Registered and NOBO shareholders). However in order to attend the Meeting and vote in person, they must appoint themselves as proxyholder and ensure the Voting Form is received at least 48 hours before the meeting or such other earlier time as specified on the Voting Form. Some OBO Shareholders will not receive a Voting Form, because they requested to be excluded from such mailings. Such Shareholders will need to contact their broker to obtain a Voting Form.

▪ US Beneficial Owners and International Beneficial Owners will not be receiving a proxy form, voting instruction and Proxy Material. To vote by proxy or at the Meeting, you must first obtain a valid legal proxy from your Intermediary. After first obtaining a valid legal proxy from your Intermediary, you must submit a copy of your legal proxy to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 or Email: uslegalproxy@computershare.com. Such requests must be labeled as “Legal Proxy” and be received no later than December 3, 2024 by 11:00 a.m. (Toronto time).

If any shareholder appoints themselves or a third party as a proxyholder, that proxyholder must attend the meeting in order for the proxy votes to be counted. The proxyholder must also be registered at www.computershare.com/VVCExplorationCorporation, in order to get the required Invite Code to attend the Meeting.