NFX GOLD INC. 55 Adelaide Street East, Suite 410 Toronto, Ontario,M5C 1K6 PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, SEPTEMBER 11th, 2008 THIS PROXY IS SOLICITED BY MANAGEMENT OF NFX GOLD INC. The undersigned shareholder of NFX Gold Inc. (the “Corporation”) hereby nominates, constitutes and appoints Thomas G. Larsen, President and Chief Executive Officer of the Corporation, or, failing him, Jorge Estepa, Vice-President and Secretary of the Corporation, or in the place and stead of any of the foregoing __________________________________________ (please print the name) as nominee of the undersigned, with full power of substitution, to attend, vote and otherwise act for and on behalf of the undersigned at the special meeting (the “Meeting”) of the shareholders of the Corporation to be held at the offices of the Corporation, located at Suite 410, 55 Adelaide Street East, Toronto, Ontario, M5C 1K6 on Thursday, September 11th, 2008, at the hour of 1:00 p.m., Toronto time, and at any adjournment thereof and, without limiting the generality of the power hereby conferred, the nominees are specifically directed to vote the shares represented by this Proxy as follows: 1. VOTE FOR [ ] or AGAINST [ ] the ordinary resolution approving the reservation for issuance of, and the issuance of up to, 92,687,578 common shares of the Corporation, subject to adjustment, if any, necessary to effect an arrangement involving the acquisition of all of the securities of Maximus Ventures Ltd. (“Maximus”) by the Corporation, all as more fully set forth in the accompanying management information circular of the Corporation (the “Circular”); 2. VOTE FOR [ ] or WITHHOLD FROM VOTING [ ] for the election as directors of the Corporation those nominees proposed by management of the Corporation in the Circular, such election to take effect as at and from the effective date of the Arrangement (the “Effective Date”); 3. VOTE FOR [ ] or WITHHOLD FROM VOTING [ ] on the acceptance of the resignation of Smith Nixon LLP, Chartered Accountants, as auditors of the Corporation, as at and from the Effective Date, and the appointment of Raymond Chabot Grant Thornton LLP, Chartered Accountants, as auditors of the Corporation, as at and from the Effective Date, and to authorize the directors of the Corporation to fix the auditors’ remuneration and terms of engagement; 4. VOTE FOR [ ] or AGAINST [ ] the ordinary resolution to approve a new 2008 stock option plan of the Corporation as more particularly described in the Circular; 5. VOTE FOR [ ] or AGAINST [ ] the special resolution approving an amendment to the Articles of Incorporation of the Corporation (the “Articles”) changing the name of the Corporation to Bear Lake Gold Ltd. on or following the Effective Date; 6. VOTE FOR [ ] or AGAINST [ ] the special resolution approving an amendment to the Articles to effect a two (2) for one (1) share consolidation of the shares of the Corporation if, and at such time following the Effective Date as, the directors may so determine; and 7. VOTE FOR [ ] or AGAINST [ ] the ordinary resolution approving the extension of the expiry date of stock options held by certain officers, directors and consultants to the Corporation whose engagement with the Corporation will be terminated as of the Effective Date. The undersigned shareholder is hereby revoking any proxy previously given in respect of the shares represented by this Proxy. Unless directed to the contrary, this Proxy will be voted FOR the matters enumerated herein. This Proxy confers discretionary authority on the proxy holder as to any amendments or variations proposed at the Meeting in respect of matters identified in the accompanying Notice of Meeting and as to any other matters that may properly come before the Meeting or any adjournment thereof. As of the date of such Notice, the management of the Corporation knows of no such amendment or other matters. DATED the _____ day of ______________ , 2008. _________________________________ Signature of Shareholder _________________________________ Name of Shareholder (please print) (Important – please see notes on the reverse side)ÅÍ ----------- Bahnfahrn macht Spaß!! |