Exhibit 99.3
 | TRX GOLD CORPORATION |  | |
Form of Proxy – Annual General and Special Meeting to be held on Thursday, February 27, 2025 | United Kingdom Building 350 – 409 Granville St Vancouver, BC V6C 1T2 | ||
Appointment of Proxyholder I/We being the undersigned holder(s) of TRX Gold Corporation hereby appoint Stephen Mullowney, CEO, or failing this person, Michael Leonard, CFO | 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 and Special Meeting of TRX Gold Corporation to be held at 10:00 a.m., Toronto time, virtually via Microsoft Teams or at any adjournment thereof.
| For | Against | ||
| 1. | Number of Directors. To set the number of directors at five. | ☐ | ☐ |
| 2. | Election of Directors. | For | Withhold | For | Withhold | For | Withhold | |||||
| a. | Norman Betts | ☐ | ☐ | b. | John McVey | ☐ | ☐ | c. | Stephen Mullowney | ☐ | ☐ | |
| d. | Shubo Rakhit | ☐ | ☐ | e. | Richard Steinberg | ☐ | ☐ | |||||
| For | Withhold | ||
| 3. | Appointment of Auditors. To appoint the auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor. | ☐ | ☐ |
| For | Against | ||
| 4. | Approval of Renewal of Omnibus Equity Incentive Plan. To approve the Omnibus Equity Incentive Plan as more particularly described in the accompanying Information Circular. | ☐ | ☐ |
| For | Against | ||
| 5. | Approval of Continuance to the Jurisdiction of British Columbia. To consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, approving the continuance of the Corporation from the Business Corporations Act (Alberta) to the Business Corporations Act (British Columbia). | ☐ | ☐ |
| Signature(s): | Date | ||||||
| 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. | MM | / | DD | / | YY | ||
| Interim Financial Statements – Check the box to the right if you would like to receive 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. | ☐ |
This form of proxy is solicited by and on behalf of Management.
Proxies must be received by 10:00 a.m., Toronto time, on February 25, 2025.
Notes to Proxy
| 1. | Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse. |
| 2. | If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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 appears on the proxy. |
| 4. | If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. |
| 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, this proxy will be voted as recommended by Management. |
| 6. | The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting. |
| 8. | This proxy should be read in conjunction with the accompanying documentation provided by Management. |
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
 | To Vote Your Proxy Online please visit: https://login.odysseytrust.com/pxlogin
You will require the CONTROL NUMBER printed with your address to the right.
You can attend the meeting virtually by visiting https://www.microsoft.com/microsoft-teams/join-a-meeting and entering the meeting ID: 267 494 595 097. For further information on the virtual AGM and how to attend it, please view the management information circular of the company. The Meeting Password will be case sensitive: "mA3RV3f7". | |
If you vote by Internet, do not mail this proxy.
To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com.
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. A return envelope has been enclosed for voting by mail. | ||