Exhibit 99.3
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Aris Mining Corporation | |||
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Form of Proxy – Annual General Meeting to be held on May 7, 2026 |
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Trader’s Bank Building 1100, 67 Yonge Street Toronto ON M5E 1J8 |
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| Appointment of Proxyholder I/We being the undersigned holder(s) of Aris Mining Corporation hereby appoint Douglas Bowlby, President of the Company, or failing this person, Ashley Baker, Chief Legal Officer of the Company (the “Management Nominees”) |
OR | Print the name of the person you are appointing if this person is someone 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 all other matters that may properly come before the Annual General Meeting of Aris Mining Corporation to be held at 2900 - 550 Burrard St Vancouver, BC at 10:00 AM PST or at any adjournment thereof.
| 1. Election of Directors. | For | Withhold | For | Withhold | For | Withhold | ||||||||||
| a. Neil Woodyer |
☐ | ☐ | b. David Garofalo |
☐ | ☐ | c. Germán Arce Zapata |
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| d. Daniela Cambone |
☐ | ☐ | e. Mónica de Greiff |
☐ | ☐ | f. Gonzalo Hernández Jiménez |
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| g. Adriaan Roux
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☐ | ☐ | h. Brigitte Baptiste |
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2. Appointment of Auditors. To appoint KPMG LLP as the auditor of the Company for the 2026 fiscal year and to authorize the Board of Directors of the Company to set their remuneration.
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For ☐ |
Withhold ☐ | ||||||||||||||
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3. RSU Plan Resolution. To consider, and if deemed advisable, pass an ordinary resolution approving the Company’s amended and restated restricted share unit plan, the full text of which is attached to the accompanying Circular as Schedule “C”, and all unallocated share units, rights or other entitlements pursuant to such restricted share unit plan, as more particularly described in the Circular.
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For ☐ |
Against ☐ | ||||||||||||||
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4. PSU Plan Resolution. To consider, and if deemed advisable, pass an ordinary resolution approving the Company’s amended and restated performance share unit plan, the full text of which is attached to the accompanying Circular as Schedule “D”, and all unallocated share units, rights or other entitlements pursuant to such performance share unit plan, as more particularly described in the Circular.
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For ☐ |
Against ☐ | ||||||||||||||
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5. Option Plan Resolution. To consider, and if deemed advisable, to pass an ordinary resolution approving the Company’s amended and restated incentive stock option plan, the full text of which is attached to the accompanying Management Information Circular (the “Circular”) as Schedule “F” and all unallocated options, rights or other entitlements pursuant to such stock option plan, as more particularly described in the Circular.
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For ☐ |
Against ☐ | ||||||||||||||
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6. Say on Pay Advisory Resolution. To consider, and if deemed advisable, pass a non-binding advisory resolution on the Company’s approach to executive compensation, as more particularly described in the Circular.
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For ☐ |
Against ☐ | ||||||||||||||
| Authorized Signature(s) – This section must be completed for your instructions to be executed.
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, this Proxy will be voted as recommended by Management. |
Signature(s):
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MM / DD / YY |
| Interim Financial Statements – Check the box to the right if you would like to recieve interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email. | ☐ | Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email. | ☐ |
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