BULGOLD Inc. — Proxy Solicitation & Information Statement 2025

Apr 17, 2025

BULGOLD

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025

Shareholders of BULGOLD Inc. (the "Company") are receiving this notification as the Company is using the notice-and-access provisions ("Notice and Access") under the Canadian Securities Administrators' National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of Meeting Materials (as defined below) to its shareholders for its annual general and special meeting of shareholders to be held on Wednesday, May 21, 2025 (the "Meeting").

Under Notice and Access, instead of receiving paper copies of the Company's notice of meeting and information circular ("Circular") for the Meeting, shareholders are receiving this Notice and Access notification with information on how they may obtain a copy of the Meeting Materials (as defined below) electronically or request a paper copy. Registered shareholders will still receive a Proxy Form enabling them to vote at the Meeting. The use of Notice and Access procedures in connection with the Meeting helps reduce paper use, as well as the Company's printing and mailing costs. The Company will arrange to mail paper copies of the Meeting Materials to those registered shareholders who have existing instructions on their account to receive paper copies of the Company's meeting materials.

Meeting Date, Location and Purposes

The Meeting will be held on Wednesday, May 21, 2025 at 10:00 a.m. (Eastern time) at the offices of Fasken Martineau DuMoulin LLP, Bay Adelaide Centre, 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6. Shareholders may also access the Meeting via teleconference. In order to dial into the Meeting, shareholders will phone 1-833-455-0097 and enter the following Meeting ID and password: 801381113#. Please note that shareholders joining the Meeting via teleconference will be required to register beforehand and will not be able to vote their shares during the call.

The Meeting is being held for the following purposes, which are further described in the Circular:

1. Financial Statements and Auditor's Report: to receive and consider the audited financial statements of the Company for the financial years ended December 31, 2023 and December 31, 2024 (the "Financial Statements"), together with the auditor's reports thereon. For more information, see "Particulars of Matters to be Acted Upon – Financial Statements" in the Circular;
2. Election of Directors: to elect the directors of the Company that will hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. For more information, see "Particulars of Matters to be Acted Upon – Election of Directors" in the Circular;
3. Appointment of Auditor: to appoint McGovern Hurley LLP as auditor of the Company until the next annual meeting of shareholders at a remuneration to be fixed by the directors of the Company. For more information, see "Particulars of Matters to be Acted Upon – Appointment of Auditor" in the Circular;
4. Approval of Omnibus Plan: to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution ratifying and confirming the Company's 10% "rolling" equity incentive plan (the "Omnibus Plan") including the setting-aside, allotting and reserving 10% of the Company's outstanding Common Shares from time to time for issuance pursuant to the exercise of awards granted thereunder, the full text of which is set out in the Circular. For more information, see "Particulars of Matters to be Acted Upon – Ratification of Omnibus Plan" in the Circular; and

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1. Other Matters: to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

THE COMPANY URGES SHAREHOLDERS TO REVIEW THE CIRCULAR BEFORE VOTING.

Accessing Meeting Materials Online

The meeting materials, consisting of the Circular, the notice of meeting, the Proxy Form or Voting Instruction Form, the Financial Statements of the Company and the related management's discussion and analysis of financial condition and results of operations (collectively, the "Meeting Materials") can be viewed online under the Company's profile at www.sedarplus.ca and also at https://docs.tsxtrust.com/2401.

The Meeting Materials for the Meeting are also available at www.BULGOLD.com and will remain on the website for one year until April 17, 2026.

Requesting Printed Meeting Materials

Shareholders can request that printed copies of the Meeting Materials for the Meeting be sent to them by postal delivery at no cost to them for up to one year until April 17, 2026.

Shareholders may make their request without charge by contacting TSX Trust Company by email at tsxtis@tmx.com or by calling toll free at 1-866-600-5869.

To receive the Meeting Materials in advance of the proxy deposit date and Meeting date, shareholders must request printed copies at least five business days (i.e. by 5:00 PM on May 9, 2025) in advance of the proxy deposit date set out in the accompanying Proxy Form. Meeting Materials will be sent to such shareholders within three business days of their request if such requests are made before the Meeting.

Voting Process

Registered Shareholders

Only shareholders of record at the close of business on April 1, 2025 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Registered shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed Proxy Form promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated on the Proxy Form. To be used at the Meeting, proxies must be received by TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time that the Meeting is reconvened. If a registered shareholder receives more than one Proxy Form because such shareholder owns shares registered in different names or addresses, each Proxy Form should be completed and returned.

Non-registered shareholders

Non-Registered Holders should carefully follow the voting instructions of their intermediaries and their service companies, including instructions regarding when and where a voting instruction form is to be delivered.

Questions

Shareholders with questions about Notice and Access and the information contained in this notification or who require assistance in completing the Proxy Form may contact TSX Trust Company at tsxtis@tmx.com or by calling toll free at 1-866-600-5869.

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Dated as of the 1st day of April, 2025.

BY ORDER OF THE BOARD

"Sean Hasson"

Sean Hasson President
and CEO

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