AuQ Gold Mining Inc. — Proxy Solicitation & Information Statement 2025

Nov 5, 2025

AuQ

GOLD MINING INC.

Suite 1600 – 409 Granville Street

Vancouver, British Columbia

V6C 1T2

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting of the Shareholders of AUQ GOLD MINING INC. (hereinafter called the "Corporation") will be held at Boardroom B, Suite 111-409 Granville Street, Vancouver, BC V6C 1T2, on Wednesday, November 26, 2025 at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

1. To receive and consider the report of the directors and the audited financial statements of the Corporation together with the auditors’ report thereon for the financial year ended February 28, 2025.
2. To elect directors for the ensuing year.
3. To appoint the auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.
4. To consider and, if thought advisable, to pass an ordinary resolution to approve the Corporation’s new Equity Incentive Plan, particulars of which are as set out in the accompanying Information Circular under “Particulars of Matters to be Acted Upon”.
5. To transact such other business as may properly come before the meeting or any adjournment thereof.

The accompanying management information circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice. This notice is also accompanied by either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders, and a form that shareholders may use to request a copy of the Corporation’s interim and annual financial statements for financial year ending February 28, 2025 and February 29, 2024, and the management’s discussion and analysis of the financial statements. Shareholders are able to request to receive copies of the Corporation’s annual and/or interim financial statements and related management’s discussion and analysis by marking the appropriate box(es) on the request for financial statements. The audited financial statements and management’s discussion and analysis of the Corporation for the year ended February 28, 2025, are otherwise available upon request to the Corporation or they can be found under the Corporation’s profile on SEDAR+ at www.sedarplus.ca or on the Corporation’s website at www.auqgold.com.

Registered shareholders unable to attend the Meeting are requested to complete, date, sign and return their form of proxy in the enclosed envelope. If you are a non-registered shareholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

DATED at Vancouver, British Columbia, this 21st day of October, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

OF AUQ GOLD MINING INC.

“Glen C. Macdonald”

Glen C. Macdonald

Chief Executive Officer