Banyan Gold Corp. — Proxy Solicitation & Information Statement 2025

Sep 9, 2025

BANYAN GOLD CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 20, 2025

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the Shareholders of Banyan Gold Corp. (the "Corporation", "Company" or "Banyan") will be held at 510, 1100 Melville Street Vancouver, British Columbia on Monday, October 20, 2025 at 10:00 a.m. (Pacific Time), for the purposes of:

A. to receive the audited consolidated financial statements of the Corporation for the year ended September 30, 2025, together with the auditor's report thereon;

B. to set the number of directors to be elected at the Meeting at five (5);

C. to elect directors for the ensuing year as described in the Management Information Circular;

D. to appoint De Visser Gray LLP, Chartered Professional Accountants as auditor of the Corporation until the next Annual General Meeting of Shareholders and to authorize the directors to fix the remuneration of such auditor;

E. to approve the Corporation's rolling share option plan which allows for the issuance of that number of common shares as is equal to 10% of the Corporation's issued and outstanding common shares at any given time; and

F. transacting such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

The details of all matters to be put before shareholders at the Meeting are set forth in the Management Information Circular accompanying this Notice of Meeting. At the Meeting, shareholders will be asked to consider and vote on each of the foregoing items.

The board of directors has fixed the close of business on August 29, 2025 as the record date for determining holders of Common Shares who are entitled to notice of and to attend and vote at the Meeting.

Registered Shareholders may vote in person at the Meeting or any adjournment or postponement thereof or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders unable to be present at the Meeting in person are requested to date and sign the enclosed form of proxy and mail it to or deposit it with our transfer agent, Computershare Trust Company of Canada ("Computershare"): (i) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6; (ii) by hand delivery to Computershare Trust Company of Canada, 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6; (iii) by facsimile to 1-866-249-7775 (inside North America) or (416) 263-9524 (outside North America); or (iv) you may vote by telephone at 1-866-732-8683 (inside North America) or (312) 588-4290 (outside North America). If you wish to vote through the internet, please go to www.investorvote.com and follow the instructions. You will require your control number found on your proxy form. In order to be valid and acted upon at the Meeting, forms of proxy must be received by Computershare not less than forty-eight (48) hours (October 16, 2025 10:00 a.m.) (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting or any adjournment or postponement thereof. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice.

DATED at Vancouver, British Columbia, September 3rd, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Tara Christie"

Tara Christie, Director and President & Chief Executive Officer

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BANYAN GOLD CORP.

ANNUAL & SPECIAL MEETING OF SHAREHOLDERS
NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notice-and-access notification (the "NA Notice") as Banyan Gold Corp. (the "Corporation") has decided to use the notice-and-access model for delivery of meeting materials to its beneficial holders ("Beneficial Shareholders") of common shares ("Common Shares") for the Annual & Special Meeting (the "Meeting") of holders of Common Shares which will be held on Monday, October 20th, 2025 at 10:00 a.m. (Vancouver time). Beneficial Shareholders will receive a proxy or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the notice of meeting and management information circular ("Information Circular"), Beneficial Shareholders receive this NA Notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally responsible as it will help reduce paper use and also will reduce the cost of printing and mailing materials to shareholders.

MEETING DATE AND LOCATION:

WHEN: Monday, October 20, 2025 at 10:00 a.m. (Vancouver time)
WHERE: Banyan Gold Corp.
510, 1100 Melville Street,
Vancouver, British
Columbia

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

Financial Statements: Although no vote is required, shareholders will receive and consider the Corporation's consolidated financial statements for the year ended September 30, 2025, together with the report of the auditors thereon.

Fixing Number of Directors: Shareholders will be asked to fix the number of directors to be elected at the Meeting to five (5) members. Information respecting fixing the number of directors may be found in the "Number of Directors" section of the Information Circular.

Election of Directors: Shareholders will be asked to elect five (5) directors for the ensuing year. Information respecting the election of directors may be found in the "Election of Directors" section of the Information Circular.

Appointment of Auditor: Shareholders will be asked to appoint De Visser Gray LLP, Chartered Professional Accountants, as the Corporation's auditor for the ensuing year and authorize the Corporation's directors to fix their remuneration. Information respecting the appointment of De Visser Gray LLP, Chartered Professional Accountants, may be found in the "Appointment of Auditor" section of the Information Circular.

Approval of the Share Option Plan: Shareholders will be asked to approve the Corporation's rolling share option plan. Information the approval of the share option plan may be found in the "Rolling Stock Option Plan" section of the Information Circular.

Other Business: Shareholders may be asked to consider other items of business that may be properly brought before the Meeting. Information respecting the use of discretionary authority to vote on any such other business may be found in the "Exercise of Discretion by Proxies" section of the Information Circular.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Meeting materials can be viewed online at www.sedarplus.ca or at the Corporation's internet address as follows: https://banyangold.com/investors/annual-general-meetings/

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Beneficial Shareholders may request that a paper copy of the Information Circular and/or financial information be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular

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was filed on SEDAR+ by:

• Visiting the following internet address:
  https://banyangold.com/investors/financial-statements
• Call toll-free in North America 1-888-629-0444; or
• Sending an email to info@banyangold.com

Requests should be received at least five (5) business days in advance of the proxy cut-off date and time set out in the accompanying proxy or voting instruction form in order to receive the Meeting materials in advance of such date and the date of the Meeting.

In relation to the Meeting, Registered Shareholders will receive a paper copy of the Information Circular and a form of proxy whereas Beneficial Shareholders will only receive this NA Notice and a proxy or voting instruction form. Furthermore, a paper copy of the Corporation's financial statements and related management's discussion and analysis for the most recently completed financial year end will be mailed to Registered Shareholders and only Beneficial Shareholders who responded to the supplemental mail card pursuant to National Instrument 51-102.

VOTING:

Beneficial Shareholders are asked to return their proxies or voting instruction forms using one of the methods as set out in the accompanying proxy or voting instruction form at least one (1) business day in advance of the proxy cut-off date (or earlier if sending by regular mail).

Shareholders with questions about notice-and-access can email the Corporation at info@banyangold.com or call toll free at 1-888-629-0444.