BULGOLD Inc. — Proxy Solicitation & Information Statement 2025

Apr 17, 2025

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BULGOLD INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (“Meeting”) of the holders (“Shareholders”) of common shares of BULGOLD Inc. (the “Company”) will be held at the offices of Fasken Martineau DuMoulin LLP, Bay Adelaide Centre, 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6 on May 21, 2025 at 10:00 a.m. (Eastern Time).

The Meeting is being held for the following purposes, which are further described in the Company’s accompanying management information circular dated April 1, 2025 (the “Circular”):

1. to receive and consider the audited financial statements of the Company for the financial years ended December 31, 2023 and December 31, 2024 (collectively, 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. 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. 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. 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
5. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Shareholders should refer to the Circular for more detailed information with respect to the matters to be considered at the Meeting.

The board of directors of the Company (the “Board”) has set the close of business (Eastern Time) on April 1, 2025 as the date of record (the “Record Date”) for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Only persons shown on the register of Shareholders at the close of business (Eastern Time) on the Record Date, or their duly appointed proxyholders, will be entitled to receive notice of the Meeting and vote on the matters to be considered at the Meeting.

A registered Shareholder (as defined in the Circular) may attend the Meeting or may be represented by proxy at the Meeting. All Shareholders are encouraged to attend the Meeting and to date, sign and return the accompanying instrument of proxy (“Instrument of Proxy”) for use at the Meeting or any adjournment or postponement thereof. To be effective, the Instrument of Proxy must be mailed so as to reach or be deposited with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, ON M5H 4H1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournment or postponement thereof. Shareholders may also confirm their proxy vote online at www.voteproxyonline.com. Full voting instructions are included within the Instrument of Proxy.

If you are not a registered Shareholder of the Company and received this Notice of Meeting and accompanying materials through your broker or another Intermediary (an “Intermediary”, which include, among other entities and individuals, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered

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RRSPs, RRIFs, RESPs and similar plans), please complete and return the accompanying Instrument of Proxy or Voting Instruction Form provided to you by such broker or other Intermediary, in accordance with the instructions provided therein.

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 Company has elected to use notice-and-access procedures to deliver proxy materials to Shareholders in connection with the Meeting. The meeting materials, consisting of the Circular, this Notice of Meeting, the Instrument of Proxy or Voting Instruction Form, the Financial Statements, and the related management's discussion and analysis of financial condition and results of operations (collectively, the "Meeting Materials"), are available on the Company's website (www.BULGOLD.com) and under the Company's profile on SEDAR+ at www.sedarplus.ca. Shareholders are reminded to review the Meeting Materials before voting.

Shareholders may obtain paper copies of the Circular, the Financial Statements and/or the related management's discussion and analysis free of charge by contacting TSX Trust Company by email at tsxtis@tmx.com or by calling toll free at 1-866-600-5869. Requests by Shareholders for paper copies of any Meeting Materials must be made no later than 5:00 PM (Eastern Time) on May 9, 2025, in order to allow sufficient time for Shareholders to receive the requested paper copies and vote before the Meeting. For more information on notice-and-access, please contact 1-866-600-5869 or visit https://docs.tsxtrust.com/2401.

DATED this 1st day of April, 2025

BY ORDER OF THE BOARD OF DIRECTORS OF BULGOLD INC.

(signed) “Sean Hasson”

President and Chief Executive Officer