Canadian Gold Corp. - Proxy Solicitation & Information Statement 2024

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NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO: All holders of common shares of CANADIAN GOLD CORP.

We will hold an annual and special general meeting of our shareholders (the “ Meeting ”) on Tuesday, June 18, 2024, at 401 Bay Street, Suite 2702, Toronto, Ontario at 2:00 p.m . ( Eastern) . We cordially invite you to attend and encourage you to do so.

At the meeting we will:

1) present the audited financial statements of the Company for the fiscal year ended December 31, 2023, together with the report of the auditor thereon;
2) set the number of directors and elect directors for the ensuing year;
3) appoint MNP LLP, Chartered Accountants, as auditor of Canadian Gold Corp. for the ensuing year and authorize the directors to fix their remuneration and terms of engagement;
4) give approval, as required by the policies of the TSX Venture Exchange, of Canadian Gold Corp.’s previously approved 2021 Stock Option Plan;
5) to consider, and if deemed appropriate, to pass, with or without variation, a special resolution approving the alternation to the Company’s Articles to change the quorum for the transaction of business at a meeting of shareholders; and
6) to transact any other business which may properly come before the Meeting or any adjournment thereof.

An Information Circular prepared by the management of Canadian Gold Corp. together with a form of a proxy accompanying this Notice of Meeting and should be read in conjunction with this Notice of Meeting.

Toronto, Ontario CANADIAN GOLD CORP. May 10, 2024

(signed) Peter Shippen By: Peter Shippen, Chairman

If you cannot attend, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions. Please complete, date and sign your form of proxy and return it by mail or fax to our transfer agent, TSX Trust Company, Suite 301, 100 Adelaide Street W, Toronto, Ontario M5H 4H1; facsimile number 416-595-9593. Or shareholders can vote online at www.voteproxyonline.com by entering the 12-digit control number found on the form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 2:00 p.m. (Eastern) on Friday, June 14, 2024 or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned Meeting. If shareholders have any questions, they may contact TSX Trust via email at [email protected] or call toll-free at 1- 866-600-5869.

If you are not a registered shareholder, please refer to the accompanying Information Circular for information on how to vote your shares.

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MANAGEMENT INFORMATION CIRCULAR

The information contained in this Information Circular, unless otherwise indicated, is as of May 10, 2024.

This Information Circular is being mailed by the management of Canadian Gold Corp. (“Canadian Gold” or the “Company”) to everyone who was a shareholder of record of our company on May 10, 2024, which is the date that has been fixed by the directors of Canadian Gold as the record date to determine the shareholders who are entitled to receive notice of the meeting.

We are mailing this Information Circular in connection with the solicitation of proxies by and on behalf of our management for use at the annual and special general meeting of the shareholders of Canadian Gold that is to be held on Tuesday, June 18, 2024, at 2:00 p.m. (Eastern) at 401 Bay Street, Suite 2702, Toronto, Ontario. The solicitation of proxies will be primarily by mail. Certain employees or directors of Canadian Gold may also solicit proxies by telephone or in person. The cost of solicitation will be borne by Canadian Gold

Under Canadian Gold’s Articles, a quorum for the transaction of business at a meeting of shareholders is one or more persons who are, or who represent by proxy, one or more shareholders who, in the aggregate, hold at least 10% of the issued shares of Canadian Gold entitled to be voted at the meeting. If such a quorum is not present in person or by proxy, we will reschedule the meeting.

PART 1 – VOTING

HOW A VOTE IS PASSED

All of the matters that will come to a vote at the meeting as described in the attached Notice of Meeting are ordinary resolutions which can be passed by a simple majority – that is, if more than half of the votes that are cast are in favour, then the resolution is approved, with the exception of the special resolution approving the Company to amend its articles to change the quorum for the transaction of business at a meeting of shareholders (the “Articles Amendment Resolution”), requiring a majority of not less than two-thirds of the votes cast by shareholders to vote in favour of the resolution.

See Part 3 – The Business of the Meeting for more details on the proposed resolutions to be put to shareholders at the meeting.

WHO CAN VOTE?

If you are a registered shareholder of Canadian Gold on May 10, 2024, you are entitled to attend the meeting and cast a vote for each share registered in your name on all resolutions put before the meeting. If the shares are registered in the name of a Company, a duly authorized officer of the Company may attend on its behalf but documentation indicating such officer’s authority should be presented at the meeting. If you are a registered shareholder but do not wish to, or cannot, attend the meeting in person, you can appoint someone who will attend the meeting and act as your proxyholder to vote in accordance with your instructions (see “Voting by Proxy”). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer, or other financial institution) you should refer to the section entitled “Non-Registered Shareholders” set out below.

It is important that your shares be represented at the meeting regardless of the number of shares you hold. If you will not be attending the meeting in person, we invite you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the meeting, you can still make your votes count by depositing the form of proxy, voting online, or by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote, or you can let him or her decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return the completed form of proxy by 2:00 p.m. (Eastern) on Friday, June 14, 2024 to our transfer agent, TSX Trust Company, Suite 301, 100 Adelaide Street W, Toronto, Ontario M5H 4H1; facsimile number 416-595-9593; online at www.voteproxyonline.com by entering the 12-digit control number found on your form of Proxy; or, if the meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned meeting.

What is a proxy?

A form of proxy is a document that authorizes someone to attend the meeting and cast your votes for you. We have enclosed a form of proxy with this Information Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a proxyholder

You can choose any individual to be your proxyholder . It is not necessary for the person whom you choose to be a shareholder of Canadian Gold. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are directors and/or officers of Canadian Gold.

Instructing your proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the meeting, your proxyholder can vote your shares as he or she thinks fit . If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares at the meeting as follows:

ü FOR setting the number of directors at 7;
ü FOR the appointment of MNP LLP as the auditor of Canadian Gold;
ü FOR the resolution giving annual approval, as required by the TSX Venture Exchange, of Canadian Gold’s previously approved 2021 Stock Option Plan;
ü FOR the Alteration to Articles Resolution (as later defined herein) approving the alteration to the Company’s Articles to change the quorum for the transaction of business at a meeting of shareholders.

For more information about these matters, please refer to Part 3 - The Business of the Meeting. The enclosed form of proxy gives the persons named in it the authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting. At the time of printing this Information Circular, the management of Canadian Gold is not aware of any other matter to be presented for action at the meeting. If, however, other matters do properly come before the meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing your mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Company’s registered office at Suite 530, 355 Burrard Street, Vancouver, British Columbia V6C 2G8 or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 4:00 pm (Eastern) on the last business day before the day of the meeting, or any adjournment thereof, or delivered to the person presiding at the meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the meeting in person.

NON-REGISTERED SHAREHOLDERS

If your shares are not registered in your own name, they will be held in the name of a “nominee” usually a bank, trust company, securities dealer or other financial institution and, as such, your nominee will be the entity legally entitled to vote your common shares and must seek your instructions as to how to vote your shares.

Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders’ meetings, you will have received this Information Circular from your nominee, together with a form of proxy or a request for voting instruction form (a “VIF”). If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the voting instruction form. If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive. Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a VIF. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the VIF must be completed, signed and returned in accordance with the directions on the form. Or, Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Although a Non-Registered Holder may NOT be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such NonRegistered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder’s or its nominee’s name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

The Notice of Meeting and this Information Circular, as well as a form of proxy or a request for voting instructions form, and a request for financial statements form, are being sent to both registered and non-registered owners of Canadian Gold’s common shares. If you are a non-registered owner and we have sent these materials to you directly, your name, address, and information about your holdings of Canadian Gold common shares have been obtained in accordance with applicable securities regulatory requirements from the nominee holding the securities on your behalf. By choosing to send these materials to you directly, Canadian Gold (and not your nominee) has assumed responsibility

for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions form, which is included with this Information Circular.

Canadian Gold has chosen to not use the notice-and-access delivery procedures provided by NI 54-101.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Canadian Gold has authorized voting capital of an unlimited number of common shares. Each shareholder is entitled to one vote for each common share registered in its, his or her name at the close of business on May 10, 2024, the date fixed by our directors as the record date for determining who is entitled to receive notice of and to vote at the meeting.

At the close of business on May 10, 2024, Canadian Gold had 175,036,879 common shares outstanding.

The following table lists those persons who, as of the date of this Information Circular and to the knowledge of our management, beneficially own or exercise control or direction over, directly or indirectly, 10% or more of Canadian Gold’s issued and outstanding common shares.

	Name Robert McEwen	Type of ownership Direct	Number of common shares 63,571,450	Percentage 36.3%

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

The audited financial statements of Canadian Gold for the year ended December 31, 2023 will be placed before you at the meeting. These financial statements and Management’s Discussion and Analysis for the year ended December 31, 2023, have been electronically filed with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca. Copies of our financial statements and Management’s Discussion and Analysis are also available upon request by any shareholder who wishes to receive a copy. You can contact Canadian Gold at 401 Bay Street, Suite 2702, Toronto, Ontario. Copies will also be available at the meeting.

ELECTION OF DIRECTORS

Directors of Canadian Gold are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the meeting and each of them, if elected, will serve until the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time.

Number of Directors

Under Canadian Gold’s Articles, the number of directors may be fixed or changed from time to time by ordinary resolution but shall not be fewer than three.

The Board of Directors believes that, at this stage of Canadian Gold’s development, 7 directors is a sufficient number to efficiently carry out the duties of the Board, as well as enhance the diversity of views, skills and experience the directors bring to the Board.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR setting the number of directors at 7.

Nominees for Election

The following are the nominees proposed for election as directors of Canadian Gold, together with the number of common shares that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each nominee. Each of the nominees has agreed to stand for election and we are not aware of any intention of any of

them not to do so. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

Voting for election of directors of Canadian Gold is by individual voting and not by slate voting. You can vote your shares for the election of all of these nominees as directors of Canadian Gold; or you can vote for some of these nominees for election as directors and withhold your votes for others; or you can withhold all of the votes attaching to the shares you own, and thus not vote for the election of any of these nominees as directors of Canadian Gold.

Canadian Gold has not, as yet, adopted an advance notice policy for nominations by shareholders of director nominees, nor has it adopted a majority voting policy for election of directors at uncontested shareholder meetings at which directors are to be elected. See Part 7 – Corporate Governance – Nomination and Election of Directors.

Name	Director since Number of common shares owned, controlled or directed(1)	Director since Number of common shares owned, controlled or directed(1)
Doug Flegg
Ontario, Canada	July 17, 2020	994,500
Director
Principal Occupation: Independent Businessman, including business advisor, Reunion Gold Corporation (since 2021),
former Managing Director Global Mining Sales with BMO Capital Markets, and more recently, a principal at Cairn
Merchant Partners LP.
Wes Hanson
Ontario, Canada	September 23, 2020	185,560
Director
Principal Occupation: Executive Chairman of Xplore Resources Corp. (since 2020); Chief		Executive Officer of Thunder
Gold Corp. (since 2022), Chief Operating Officer of Unigold Inc. (March 2013 to 2022).
Michael Swistun
Manitoba, Canada Director	Nominee	Nil
Principal Occupation: Chief Executive Officer of the Issuer.
Peter Shippen
Ontario, Canada Director	November 6, 2018	11,300,405
Principal Occupation: Chairman of the Board of Directors, Canadian Gold Corp., Chief Executive Officer, Britannia Life
Sciences, Independent businessman, and former director, Chief Executive Officer, and Chief Operating Officer of Redwood
Asset Management (2009-2018).
Jeff Kilborn
Ontario, Canada Director	September 23, 2020	62,980
Principal Occupation: Chief Financial Officer of a private technology company (since 2021), Business Advisor, High Impact
Firms and former BDC Advisory Services (2016-2021).
Alex McEwen
Alberta, Canada Director	March 30, 2023	30,000

Principal Occupation: Co-owner of Remote Power Corp., a private company supplying industrial electric power generation systems to the construction, energy, and mining sectors (since 2017).

James Downey Manitoba, Canada July 27, 2023 7,059 Director

Principal Occupation: Pres. J.E. Downey Ltd. Owner Farm/Business.

Management recommends that shareholders vote in favour of all of the nominees for election as directors. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the four nominees as directors of Canadian Gold for the ensuing year.

(1) Information as to ownership of shares has been taken from the list of registered shareholders maintained by TSX Trust Company, from insider reports filed by the individuals and available through the Internet on the System for Electronic Disclosure by Insiders (SEDI), or has been provided by the individuals.

APPOINTMENT OF THE AUDITOR

Shareholders will be requested to re-appoint MNP LLP, Chartered Accountants, as auditor of the Company to hold office until the next annual general meeting of shareholders. MNP LLP have served as the Company’s auditor since 2012.

The Company’s Articles provide that the directors may set the auditor’s remuneration.

Management recommends that shareholders vote in favour of the appointment of MNP LLP as Canadian Gold’s auditor for the ensuing year. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of MNP LLP as the auditor of Canadian Gold for the ensuing year.

ANNUAL APPROVAL OF STOCK OPTION PLAN

TSX Venture Exchange (the “Exchange”) policies require that rolling stock option plans that set the number of shares issuable under the plan at a maximum of 10% of the issued and outstanding shares from time to time must be approved and ratified by shareholders and submitted to the Exchange for approval on an annual basis. At the meeting, shareholders will be asked to consider and, if thought advisable, pass, by way of an ordinary resolution, approval of Canadian Gold’s 2021 Stock Option Incentive Plan (the “2021 Plan”) as required annually by the policies of the Exchange.

Summary of the 2021 Plan

The Board of Directors of Canadian Gold adopted the 2021 Plan and implemented it upon receipt of the required shareholder and Exchange approvals. The 2021 Plan must be approved and ratified by Canadian Gold’s shareholders and submitted to the Exchange for approval on an annual basis.

The aggregate number of common shares reserved for issuance under the 2021 Plan, and common shares reserved for issuance under any other share compensation arrangement granted or made available by Canadian Gold from time to time, may not exceed 10% of the outstanding common shares of Canadian Gold at the time of grant. Options entitling the purchase of an aggregate 3,675,000 common shares are currently (as of the date of this Circular) outstanding under the 2021 Plan, and the number of common shares remaining available for future issuance pursuant to options to be granted under the 2021 Plan is 13,828,688.

The 2021 Plan is administered by Canadian Gold’s Board of Directors and provides for grants of options to directors, officers, employees of, and consultants to, Canadian Gold, and of eligible charitable organizations, all at the discretion of the Board. The exercise price of options granted under the 2021 Plan will be determined by the Board of Directors, but the exercise price must not be less than the Fair Market Value (as such term is defined in the 2021 Plan) of the option shares on the date of grant of the option. For so long as the Canadian Gold common shares are listed on the Exchange, the Fair Market Value is the lowest price permitted by the Exchange.

Pursuant to the terms of the 2021 Plan, options to acquire more than 2% of the issued and outstanding common shares of Canadian Gold may not be granted to any one consultant in any 12-month period and options to acquire more than an aggregate 2% of the issued and outstanding common shares of Canadian Gold may not be granted in any 12-month period to persons employed to provide Investor Relations Activities, as such term is defined by the policies of the Exchange. Options granted to eligible persons performing Investor Relations Activities must vest in prescribed stages over 12 months with no more than one-quarter of the number vesting in any three-month period. Options granted to eligible charitable organizations must not at any time exceed 1% of the outstanding common shares of Canadian Gold. Canadian Gold requires disinterested shareholder approval (as such term is defined by the policies of the Exchange) for: (i) the grant or grants of options to any one individual in any 12-month period entitling that person to acquire common shares of Canadian Gold exceeding 5% of the issued and outstanding common shares of Canadian Gold; (ii) amendments to the exercise price of an option for insider optionees; and (iii) where the aggregate number of shares reserved for issuance under stock options granted to insiders (as a group) at any point in time over a 12 month period exceeds 10% of Canadian Gold’s issued and outstanding shares.

The term of any options granted under the 2021 Plan will be fixed by the Board of Directors and may not exceed ten years. Any options granted pursuant to the 2021 Plan are non-transferrable and will terminate at the end of the period of time (to be determined in each instance by the Board of Directors at the time of grant), such period of time to not be in excess of one year after the option holder ceases to act as a director, officer, employee of, or consultant to, Canadian Gold or any of its affiliates, unless such cessation is on account of death, disability or termination of employment with cause; and if no such period of time is determined by the Board at the time of the grant, the 30[th] day after the optionee ceases to be an eligible person pursuant to the terms of the 2021 Plan for any reason other than death, disability or cause. If such cessation is on account of disability or death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment with cause, the options early terminate on the day prior to termination. The 2021 Plan also provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion, or exchange of Canadian Gold’s common shares. Our directors may, at their discretion at the time of any grant, impose a schedule over which period the option will vest and become exercisable by the optionee.

Subject to the approval of any stock exchange on which Canadian Gold’s securities are then listed, the Board may terminate, suspend or amend the terms of the 2021 Plan, provided that the Board may not do any of the following without obtaining, within 12 months either before or after the Board’s adoption of a resolution authorizing such action, shareholder approval, and, where required, disinterested shareholder approval as contemplated by the policies of the Exchange, or by the written consent of the holders of a majority of the securities of Canadian Gold entitled to vote:

increase the aggregate number of common shares which may be issued under the 2021 Plan;
materially modify the requirements as to the eligibility for participation in the 2021 Plan that would have the potential of broadening or increasing insider participation; and
materially increase the benefits accruing to participants under the 2021 Plan.

However, the Board may amend the terms of the 2021 Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including:

amendments to the 2021 Plan of a housekeeping nature;
a change to the vesting provisions of a security or the 2021 Plan; and
a change to the termination provisions of a security or the 2021 Plan which does not entail an extension beyond the original expiry date.

In certain cases where expiry of an option falls within a black-out period, the expiry date may be extended to the date that is not later than 10 days subsequent to the end of the black-out period.

Approval of the 2021 Plan

The 2021 Plan must be approved by Canadian Gold’s shareholders, as well as accepted by the Exchange annually. At the meeting, shareholders will be asked to pass a resolution in the following form:

“RESOLVED THAT:

1) the Company’s 2021 Stock Option Incentive Plan (the “2021 Plan”), all as more particularly described in the Company’s Information Circular dated May 10, 2024, is approved, ratified and confirmed; and
2) any director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

A copy of the 2021 Plan may be inspected at Canadian Gold’s office at 401 Bay Street, Suite 2702, Toronto, Ontario, during normal business hours at any time up to and including 48 hours prior to the meeting or any adjournment thereof, as well as at the meeting to which this Information Circular relates.

See also Part 5 - Securities Authorized for Issuance Under Equity Compensation Plans.

Recommendation

Management of Canadian Gold believes the 2021 Plan enables Canadian Gold to better align the interests of its directors, officers, employees and consultants with those of its shareholders and reduces the cash compensation Canadian Gold would otherwise have to pay. We recommend that shareholders vote FOR the resolution giving annual approval of the 2021 Plan. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the resolution giving approval of the 2021 Plan.

APPROVAL TO AMEND ARTICLES

At the meeting, shareholders will be asked to consider and, if deemed appropriate, to pass a special resolution altering the Company’s Articles to amend the quorum for the transaction of business at a meeting of shareholders.

The Company’s Articles currently provide that the quorum for the transaction of business at a meeting of shareholders is “one or more persons who are, or who represent by proxy, one or more shareholders who, in the aggregate, hold at least 10% of the issued shares of the Company entitled to be voted at the meeting”, which is not typical for a reporting issuer with public shareholders.

It is proposed that the Company’s Articles be altered by deleting Article 11.3 and replacing it in its entirety with the following:

“11.3 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares and to Article 11.4, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.”

Shareholder Approval

Pursuant to the provisions of the Business Corporations Act (British Columbia), the proposed alteration to the Company’s Articles must be approved by the Company’s shareholders by special resolution (the “ Alteration to Articles Resolution ”), which means that the Alteration to Articles Resolution must be passed by a special majority of at least two-thirds of the votes cast by shareholders on the resolution at the Meeting. The full text of the Alteration to Articles Resolution, as proposed, is as follows:

“RESOLVED, AS A SPECIAL RESOLUTION, THAT, subject to and effective on approval by the TSX Venture Exchange:

(1) the Articles of the Company be altered by deleting Article 11.3 and replacing it in entirety with the following:

“ 11.3 Quorum

(2) the directors of the Company are authorized, in their discretion, by resolution, to abandon the amendment to Article 11.3 of the Company’s Articles; and
(3) any one director or officer of the Company is authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable to carry out the foregoing.”

TSX Venture Exchange Approval

If the Alteration to Articles Resolution is passed by the Company’s shareholders, then, in accordance with the policies of the TSX Venture Exchange, the alteration of the Company’s Articles requires prior approval by the TSX Venture Exchange, which the Company’s management proposes to seek following receipt of shareholder approval at the Meeting.

Recommendation

We recommend that shareholders vote in favour of the Alteration to Articles Resolution. Unless you give other instructions, the persons designated by management in the enclosed form of proxy intend to vote FOR the Alteration to Articles Resolution.

PART 4 – EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis is to provide information about Canadian Gold Corp. (“Canadian Gold” or the “Company”) and its executive compensation objectives and processes and to discuss compensation decisions relating to Canadian Gold’s named executive officers (“Named Executive Officers”) as listed in the Summary Compensation Table that follows. During our fiscal year ended December 31, 2023, the following individuals were Canadian Gold’s Named Executive Officers (as determined by applicable securities legislation):

Ian Ball, Chief Executive Officer (April 26, 2023 to October 17, 2023)
Ed Huebert, Chief Executive Officer (October 18, 2023 to April 5, 2024)
Jennifer Boyle, Executive Vice President (since April 26, 2023)
Julio DiGirolamo, Chief Financial Officer (since January 19, 2017); and

Canadian Gold is a mineral exploration and development company engaged in the acquisition, exploration, and evaluation of mineral properties. Canadian Gold has no significant revenues from operations and has, since its incorporation, operated administratively with limited financial resources to ensure that funds are available to complete scheduled exploration and drilling programs. As a result, our Board of Directors must consider not only the financial situation of Canadian Gold at the time of determination of executive compensation, but also the estimated financial situation of Canadian Gold in the mid- and long-term. An important element of executive compensation is that of incentive stock options, which do not require cash disbursement by Canadian Gold.

Additional information about Canadian Gold and its operations is available in our audited financial statements and Management’s Discussion & Analysis for the year ended December 31, 2023, which have been electronically filed with

regulators and are available for viewing under Canadian Gold’s Issuer Profile at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca

Compensation Objectives and Principles

The primary goal of our executive compensation process is to attract and retain the key executives necessary for our long-term success, to encourage executives to further the development of Canadian Gold and our operations, and to motivate qualified and experienced executives. The key elements of executive compensation awarded by Canadian Gold are: (i) base salary; (ii) potential annual incentive award; and (iii) incentive stock options. Our directors are of the view that all these elements should be considered when determining executive compensation, rather than any single element.

Compensation Process

Canadian Gold’s Board of Directors, as a whole, is responsible for determining all forms of compensation, including long-term incentives in the form of stock options to be granted to our Named Executive Officers, as well as to our directors, and for reviewing the recommendations respecting compensation for any other officers of Canadian Gold from time to time, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining compensation, the Board of Directors considers: (i) recruiting and retaining executives critical to Canadian Gold’s success and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and our shareholders; and (iv) rewarding performance, both on an individual basis and with respect to our operations in general.

Base Salary and/or Consulting Fees

Canadian Gold is an exploratory stage mining company and does not anticipate generating revenues from operations for a significant period of time. As a result, the use of traditional performance standards, such as corporate profitability, is not considered by our Board of Directors to be appropriate in the evaluation of corporate or Named Executive Officer performance. The compensation of our executive officers is based, in substantial part, on industry compensation practices, trends in the mining industry, as well as achievement in raising capital and follow through on Canadian Gold’s business plans and objectives.

Canadian Gold provides Named Executive Officers with base salaries and/or consulting fees, which represent their minimum compensation for services rendered during the fiscal year. Named Executive Officers’ base salaries or consulting fees depend on the scope of their experience, responsibilities, leadership skills and performance. Base salaries and/or consulting fees are reviewed annually by our Board of Directors. In addition to the above factors, decisions regarding salary or consulting fee amounts are impacted by each Named Executive Officers’ current salary or fee, general industry trends and practices competitiveness, and Canadian Gold’s existing financial resources.

Option Based Awards

Options to purchase common shares of Canadian Gold are intended to align the interests of our directors and executive officers with those of our shareholders, to provide a long-term incentive that rewards these individuals for their contribution to the creation of shareholder value, and to reduce the cash compensation Canadian Gold would otherwise have to pay. Canadian Gold’s Stock Option Plan is administered by our Board of Directors. In establishing the number of the incentive stock options to be granted to our Named Executive Officers, our Board of Directors considers the level of effort, time, responsibility, ability, experience and level of commitment of the executive officer in determining the level of incentive stock option compensation. Further, the Board of Directors also considers previous grants of options, the overall number of options that are outstanding relative to the number of outstanding common shares and the amount and term of any such grants.

See “Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards” below.

Benefits and Perquisites

Canadian Gold does not, as of the date of this Circular, offer any benefits or perquisites to its Named Executive Officers other than entitlement to incentive stock options as otherwise disclosed and discussed herein.

Risks Associated with Canadian Gold’s Compensation Practises

Canadian Gold’s Board of Directors has not considered the implications of any risks to Canadian Gold associated with decisions regarding compensation of Canadian Gold’s executive officers.

Hedging by Named Executive Officers or Directors

Canadian Gold has not, as yet, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted or awarded as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Circular, entitlement to grants of incentive stock options under Canadian Gold’s Option Plan is the only equity security element awarded by Canadian Gold to its executive officers and directors.

SUMMARY COMPENSATION TABLE

The following table provides a summary of the compensation earned by, paid to, or accrued and payable to, our Named Executive Officers during the fiscal years ended December 31, 2023, 2022, and 2021. Amounts reported in the table below are in Canadian dollars.

For the Black-Scholes option pricing model assumptions and estimates used for calculation of the grant date fair value of incentive stock options granted by Canadian Gold, see the Notes to Canadian Gold’s audited financial statements for the respective year, which are available for viewing on SEDAR+ at www.sedarplus.ca.

Non-equity incentive plan compensation ($)

						($)
Name and principalposition Ian Ball(9) Chief Executive Officer Jennifer Boyle(1) Executive Vice President Peter Shippen(2) Chairman Julio DiGirolamo(3) Chief Financial Officer Ed Huebert(4) Chief Executive Officer	Fiscal Year ended Dec 31 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021	Salary/ Fee ($) Nil Nil Nil 144,000 88,000 64,000 16,000 88,000 46,000 30,000 30,000 30,000 31,368 N/A N/A	Share- based awards ($) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil N/A N/A	Option- based awards ($) Nil Nil Nil Nil 45,000(5) 41,080(6) Nil 15,405(7) 19,425(8) Nil Nil Nil Nil N/A N/A	Annua l incenti ve plans Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil N/A N/A	Long-term incentive plans Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil N/A N/A	Pension value ($) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil N/A N/A	All other compensation ($) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil N/A N/A	Total Compensation ($)
									Nil Nil Nil 144,000 129,080 80,650 16,000 103,405 65,425 30,000 30,000 30,000 31,368 N/A N/A

(1) Ms. Boyle served as Executive Vice President since April 26, 2023. Boyle has served as President from January 10, 2018 and Chief Executive Officer from November 6, 2018 until April 26, 2023 (and from 2012 to 2016). Compensation payable to Ms. Boyle is to CapEx Group Inc., a private company controlled by Ms. Boyle. Fees for 2021, 2022 and 2023 each include $16,000 for director fees earned. Fees for 2023 includes a one-time lump sum payment of $40,000 and director fees of $16,000.

(2) Mr. Shippen serves as Executive Chairman from January 4, 2019 to March 30, 2023, and Chairman since March 30, 2023. Fees for 2021. Fees include $16,000 per annum director fees paid to a private company controlled by Mr. Shippen.

(3) Mr. DiGirolamo was appointed as Canadian Gold’s Chief Financial Officer on January 19, 2017.

(4) Ed Huebert served as Chief Executive Officer and President from October 18, 2023, to April 5, 2024. Fees for 2023 include $3,243 for director fees earned.

(5) Grant date fair value of incentive stock options entitling the purchase of 300,000 common shares in the capital of Canadian Gold at a per share price of $0.15 until April 20, 2027, estimated using the Black-Scholes option pricing model.

(6) Grant date fair value of incentive stock options entitling the purchase of 400,000 common shares in the capital of Canadian Gold at a per share price of $0.15 until March 30, 2026, estimated using the Black-Scholes option pricing model.

(7) Grant date fair value of incentive stock options entitling the purchase of 350,000 common shares in the capital of Canadian Gold at a per share price of $0.075 until June 9, 2025, estimated using the Black-Scholes option pricing model.

(8) Grant date fair value of incentive stock options entitling the purchase of 150,000 common shares in the capital of Canadian Gold at a per share price of $0.15 until March 30, 2026, estimated using the Black-Scholes option pricing model.

(9) Ian Ball served as Chief Executive Officer and President from April 26, 2023, to October 17, 2023.

Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards

The following table sets out details of option-based awards granted to Canadian Gold’s Named Executive Officers by Canadian Gold that were outstanding as at the fiscal year ended December 31, 2023.

Named Executive Officer Jennifer Boyle Peter Shippen	Option-based Awards outstanding at December 31, 2023	Option-based Awards outstanding at December 31, 2023	Option-based Awards outstanding at December 31, 2023	Value of unexercised in-the-money options(1) ($) 1,500 2,000 24,000 86,625 28,000 750	Share-based Awards outstanding at December 31, 2023	Share-based Awards outstanding at December 31, 2023	Share-based Awards outstanding at December 31, 2023
	Number of shares underlying unexercised options (#) 300,000 400,000 300,000 825,000 350,000 150,000	Option exercise price per common share ($) $0.15 $0.15 $0.075 $0.05 $0.075 $0.15	Option expiry date April 20, 2027 Mar 30, 2026 Jun 9, 2025 Jan 4, 2024 Jun 9, 2025 Mar 30, 2026		Number of shares or units of shares that have not vested (#) N/A N/A N/A N/A N/A N/A	Market or payout value of share-based awards that have not vested ($) N/A N/A N/A N/A N/A N/A	Market or payout value of vested share-based awards not paid out or distributed ($)
							N/A N/A N/A N/A N/A N/A

(1) The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the TSX Venture Exchange on December 31, 2023. The closing price of the common shares on December 31, 2023 was $0.155.

Other than incentive stock options, no other share-based or non-equity incentive plan compensation has been awarded to the Named Executive Officers by Canadian Gold.

Incentive Plan Awards – Value Vested or Earned During the Year

The value of options vested is represented by the aggregate dollar value that would have been realized if options had been exercised on the vesting date – that is, the difference between the market price of the underlying shares and the option exercise price on the vesting date. The value of options exercised is the difference between the option exercise price and the market price of the underlying security on the date of exercise.

Options granted by Canadian Gold to its Named Executive Officers are typically fully vested and exercisable on the date of grant and, as such:

unless the option exercise price is less than the market price of the underlying shares on the date of grant, there is no value earned by the Named Executive Officers during the fiscal year in which the options are granted; and
there is no value earned by the Named Executive Officers during a subsequent fiscal year as options granted during a prior fiscal year would have fully vested during the year of grant.

The following table summarizes the value to Canadian Gold’s Named Executive Officers of equity and non-equity incentive plan compensation during Canadian Gold’s fiscal year ended December 31, 2023.

Named Executive Officer(2) Jennifer Boyle Peter Shippen Julio DiGirolamo	Option-based awards – Value vested(1)during the year ended Dec 31/2023 ($) Nil Nil Nil	Share-based awards - Value vested during the year ended Dec 31/2022 ($) N/A N/A N/A	Non-equity incentive plan compensation – Value earned during the year ended Dec 31/2021 ($)
			N/A N/A N/A

(1) Represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date - that is, the difference between the market price of the underlying shares and the option exercise price on the vesting date.

(2) Ed Huebert and Ian Ball each had Nil incentive plan awards.

TERMINATION AND CHANGE OF CONTROL BENEFITS

As of December 31, 2023, Canadian Gold was not a party to any contract, agreement, plan or arrangement with its Named Executive Officers that provide for payments to Named Executive Officers at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of Canadian Gold or a change in a Named Executive Officer’s responsibilities, other than Jennifer Boyle who is paid a monthly fee in the amount of $8,000 per month, and Julio DiGirolamo who is paid a monthly fee of $2,500 per month.

DIRECTOR COMPENSATION

Beginning in the fourth quarter of 2019, Canadian Gold began paying its directors a cash fee for acting as such. Directors are also entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors. Canadian Gold may, from time to time, grant options to purchase common shares to its directors, and invoke varying compensation bonuses for special situations.

The following table sets forth information concerning the compensation in respect of the directors of the Company, other than the Named Executive Officers who may also serve as directors, during the financial year ended December 31, 2023. For details of the compensation for Ed Huebert, Ian Ball, Jennifer Boyle and Peter Shippen see the disclosure above in the “Summary Compensation Table”.

Name of Director Doug Flegg(1) Wes Hanson(2) Jeff Kilborn(3) Alex McEwen(4) James Downey(5)	Fiscal Year ended Dec 31 2023 2022 2023 2022 2023 2022 2023 2023	Director Fees earned ($) 16,000 16,000 16,000 16,000 16,000 16,000 12,090 6,893	Share- based awards ($) Nil Nil Nil Nil Nil Nil Nil Nil	Option- based awards ($) Nil Nil Nil Nil Nil 33,750(6) Nil Nil	Non-equity incentive plan compensation ($) Nil Nil Nil Nil Nil Nil Nil Nil	Pension value ($) Nil Nil Nil Nil Nil Nil Nil Nil	All other compensation ($) Nil Nil Nil Nil Nil Nil Nil Nil	Total ($)
								16,000 16,000 16,000 16,000 16,000 49,750 12,090 6,893

(1) Mr. Flegg was appointed as a director of Canadian Gold July 17, 2020.

(2) Mr. Hanson was appointed as a director of Canadian Gold September 23, 2020.

(3) Mr. Kilborn was appointed as a director of Canadian Gold September 23, 2020.

(4) Mr. McEwen was appointed as a director of Canadian Gold February 28, 2023.

(5) Mr. Downey was appointed as a director of Canadian Gold July 27, 2023.

(6) Grant date fair value of incentive stock options entitling the purchase of 225,000 common shares in the capital of Canadian Gold at a per share price of $0.15 until April 20, 2027, estimated using the Black-Scholes option pricing model.

Incentive Plan Awards - Outstanding Option-Based Awards

The following table sets out details of option-based awards granted to non-executive directors by Canadian Gold that were outstanding at the fiscal year ended December 31, 2023.

Name Doug Flegg Wes Hanson Jeff Kilborn		Option-based Awards outstanding at December 31, 2023	Option-based Awards outstanding at December 31, 2023	Value of unexercised in-the-money options(1) ($) 32,000 1,500 30,000 2,000 500 1,125	Share-based Awards outstanding at December 31, 2022	Share-based Awards outstanding at December 31, 2022	Share-based Awards outstanding at December 31, 2022
	Number of common shares underlying unexercised options (#) 400,000 300,000 400,000 400,000 100,000 225,000	Option exercise price per common share ($) 0.075 0.15 0.075 0.15 0.15 0.15	Option expiry date July 15, 2025 March 30, 2026 July 15, 2025 March 30, 2026 March 30, 2026 April 20, 2027		Number of shares or units of shares that have not vested (#) N/A N/A N/A N/A N/A N/A	Market or payout value of share-based awards that have not vested ($) N/A N/A N/A N/A N/A N/A	Market or payout value of vested share-based awards not paid out or distributed ($)
							N/A N/A N/A N/A N/A N/A

(1) The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the TSX Venture Exchange on December 31, 2023. The closing price of the common shares on December 31, 2023 was $0.155.

Incentive Plan Awards – Value Vested or Earned During the Year

Options granted by Canadian Gold to its directors are typically fully vested and exercisable on the date of grant and, as such:

unless the option exercise price is less than the market price of the underlying shares on the date of grant, there is no value earned by the directors during the fiscal year in which the options are granted; and
there is no value earned by the directors during a subsequent fiscal year as options granted during a prior fiscal year would have fully vested during the year of grant.

The following table summarizes the value to Canadian Gold’s directors of equity and non-equity incentive plan compensation during Canadian Gold’s fiscal year ended December 31, 2023.

Name Peter Shippen Jennifer Boyle Doug Flegg Wes Hanson Jeff Kilborn	Option-based awards – Value vested during the year end December 31, 2023(1) ($) Nil Nil Nil Nil Nil	Share-based awards - Value vested during the year ended December 31, 2023 ($) N/A N/A N/A N/A N/A	Non-equity incentive plan compensation – Value earned during the year ended December 31, 2023 ($)
			N/A N/A N/A N/A N/A

(1) Represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date - that is, the difference between the market price of the underlying shares and the option exercise price on the vesting date.

A total of 275,000 options at a price of $0.05 per share were exercised by Canadian Gold’s directors during the fiscal year ended December 31, 2023.

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following information is as of December 31, 2023, Canadian Gold’s most recently completed financial year. The following table sets out information as at December 31, 2023, with respect to the Company’s Stock Option Plan, which is the only compensation plan under which equity securities of the Company are authorized for issuance to employees or non-employees such as directors and consultants. For further information regarding the Stock Option Plan, see Part 3 – The Business of the Meeting – Annual Approval of Stock Option Plan.

Plan Category Equity compensation plans approved by securityholders(1) .............................................................. Equity compensation plans not approved by securityholders ..............................................................	Number of securities(2)to be issued upon exercise of outstanding options, warrants and rights (a) 4,500,000 N/A	Weighted-average exercise price of outstanding options, warrants and rights (b) N/A N/A	Number of securities(2) remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
			12,921,188 N/A

(1) The Canadian Gold Stock Option Incentive Plan (as previously described herein, the “2021 Plan”) is the only compensation plan under which equity securities of the Company are authorized for issuance to directors, officers, employees or consultants. See Part 3 – Business of the Meeting – Annual Approval of Stock Option Plan.

(2) Underlying securities are common shares in the capital of Canadian Gold Corp.

At the meeting to which this Circular relates, shareholders will be asked to give approval of the Canadian Gold Stock Option Incentive Plan, as required by the policies of the TSX Venture Exchange. See Part 3 – Business of the Meeting –Approval of Stock Option Plan.

PART 6 – AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

The Charter of the Audit Committee of Canadian Gold’s Board of Directors is attached as Schedule A to this Information Circular.

AUDIT COMMITTEE MEMBERS

As of the date of this Circular, the Audit Committee of Canadian Gold’s Board of Directors was comprised of Jeff Kilborn, Peter Shippen and Doug Flegg. The Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Canadian Gold’s financial statements. Doug Flegg and Jeffrey Kilborn are considered by Canadian Gold’s Board of Directors to be “independent” applying the guidelines in and the requirements of applicable securities legislation. See “Reliance on Certain Exemptions” below.

RELEVANT EDUCATION AND EXPERIENCE

The Audit Committee members are business people with experience in financial matters and each has an understanding of accounting principles used to prepare financial statements and experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavor. In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their experience as directors of public companies other than Canadian Gold.

The following sets out the education and experience of the members of the Audit Committee:

Jeff Kilborn : Mr. Kilborn currently holds the position of Chief Financial Officer at a private technology company, and previously held the position of Business Advisor, High Impact Firms, BDC Advisory Services, and also Chief Financial Officer of Canadian Gold Corp. during the period 2011 through to 2016. Jeff has over nineteen years of finance experience, having held progressively senior positions at Canadian subsidiaries of two U.S.-based investment banks as well as well as a mid-market Canadian private equity firm. Mr. Kilborn has broad financial experience, including debt and equity capital raising and mergers and acquisitions advisory.

Peter Shippen: Mr. Shippen is the Chief Executive Officer of Britannia Life Sciences, and is the former director, Chief Executive Officer, and Chief Operating Officer of Redwood Asset Management during the period 2009 through to its sale and subsequent amalgamation in 2018 with Purpose Investments Inc. Prior to that, Mr. Shippen was the founder of Ark Fund Management and its affiliated entities from September, 2007 until its amalgamation with Redwood Asset Management Inc. in 2010. Mr. Shippen is a CFA Charterholder, holder of CAIA Designation, and holds a B.A. in Economics.

Doug Flegg: Mr. Flegg holds an M.B.A. and a B.Sc. Honours Geology, and has over 32 years in mining finance, including experience in equity research, investment management, equity sales and corporate management and advisory. Since 2016 Doug has been a principal at Cairn Merchant partners where he has worked closely with several mining companies in a corporate advisory roll. Prior to that Doug spent 10 years as Managing Director Global Mining Sales with BMO Capital Markets.

PRE-APPROVED POLICIES AND PROCEDURES FOR NON-AUDIT SERVICES

Canadian Gold’s Audit Committee Charter provides that the Audit Committee review and pre-approve any engagements for non-audit services to be provided to Canadian Gold by Canadian Gold’s external auditor, in light of the estimated fees and impact on the external auditor’s independence, prior to engaging the external auditor to perform such non-audit services.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of Canadian Gold’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

EXTERNAL AUDITOR SERVICE FEES

Aggregate audit, audit-related and tax fees invoiced by MNP LLP, Chartered Accountants, Canadian Gold’s external auditor during the fiscal years ended December 31, 2023 and 2022, were as follows:

Audit fees ................................................................................. Audit related fees ..................................................................... Tax fees(1)................................................................................. Other non-audit related services ...............................................	Fiscal year ended December 31, 2023 $36,750 $Nil $2,887.50 $Nil	Fiscal year ended December 31, 2022
		$28,000 $Nil $2,100 $Nil

(1) Professional services rendered for preparation of corporate tax returns, including assistance with filings review.

RELIANCE ON CERTAIN EXEMPTIONS

As Canadian Gold is a “Venture Issuer” pursuant to relevant securities legislation, Canadian Gold is relying on the exemption in Section 6.1 of National Instrument 52-110 - Audit Committees from the reporting requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.

At no time since the commencement of its most recently completed financial year ended December 31, 2023, has Canadian Gold relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-Audit Services), or the exemptions in Section 6.1.1 of NI 52-110 with respect to composition of an audit committee of a venture issuer ( Circumstance Affecting the Business or Operations of the Venture Issuer , Events Outside Control of Member and Death, Incapacity or Resignation ), or an exemption from National Instrument 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

PART 7 – CORPORATE GOVERNANCE

Composition of the Board of Directors

As of the date of this Circular, Doug Flegg, Jeff Kilborn, Wes Hanson, James Downey, and Alex McEwen are considered by Canadian Gold’s Board to be independent of management having applied the guidelines contained in applicable securities legislation. In determining whether a director is independent, the Board considers, for example, whether a director has a relationship which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management. Jennifer Boyle, in her capacity as Executive Vice President of Canadian Gold, and Peter Shippen, as Chairman, are not considered to be independent of management.

Board consideration and approval is required for all material contracts, business transactions and all debt and equity financing proposals. The Board delegates to management, through the President and Chief Executive Officer, responsibility for meeting defined corporate objectives, evaluating new business opportunities and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations with respect to corporate objectives.

Directorships in other Public Companies as at the date of this Circular

Certain directors of Canadian Gold also serve as directors of other reporting issuers. The following table identifies both the director (current and those proposed for election) and the other issuers.

Name of Director	Name of Reporting Issuer
Peter Shippen	Britannia Life Sciences Inc.
Doug Flegg	Vendetta Mining Corp.
	Chesapeake Gold Corp.
Wes Hanson	Xplore Resources Corp.
	Thunder Gold Corp.

Orientation and Education of Directors

Canadian Gold has not yet developed an official orientation or training program for new directors. New directors will be provided, through discussions and meetings with other directors and with officers and employees of and/or consultants to Canadian Gold, with a thorough overview of Canadian Gold’s business and operations. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board.

Canadian Gold’s management endeavours to provide a continuous flow of information to its directors for continuing education purposes relating to Canadian Gold’s business and operations, as well as information and other initiatives intended to keep the Board abreast of new developments and challenges that Canadian Gold may face.

Ethical Business Conduct

Canadian Gold’s Board of Directors has not yet adopted a written code of business conduct and ethics. The Board’s unwritten mandate includes satisfying itself as to the integrity of Canadian Gold’s executive officers and, in all dealings, endeavours to reflect a culture of integrity and ethical business conduct. As Canadian Gold matures as a corporate entity and its corporate governance practices evolve, it is the Board’s intention to adopt a code of business conduct and ethics which will address issues such as conflicts of interest, protection and proper use of corporate assets and opportunities, confidentiality of corporate information, fair dealing with shareholders, partners, suppliers, competitors and employees, compliance with laws, rules and regulations and reporting of any illegal or unethical behaviour, as well as monitoring compliance with such a code. In the meantime, our Board strives to promote integrity and at all times encourages directors to exercise independent judgment in considering transactions or agreements in respect of which a director or officer has a material interest, and all such transactions or agreements must be approved by the Board of Directors as a whole.

Nomination and Election of Directors

Canadian Gold has not yet implemented a nominating committee. Accordingly, the Board of Directors, as a whole, is responsible for considering the Board’s size and the number of directors to recommend to Canadian Gold’s shareholders for election at annual general meetings, taking into account the number of directors required to carry out the Board’s duties effectively, and to maintain a majority of independent directors and a diversity of skills, views and experience. Canadian Gold’s directors have determined that a Board of three is an appropriate size and, as such, three nominees are being put forward by management for election as directors at the meeting to which this Information Circular relates.

We have not yet considered adopting an advance notice policy requiring that a shareholder proposing to nominate a person for election as a director at a meeting of shareholders must provide Canadian Gold with advance notice of, and prescribed details concerning, the proposed nominee.

Voting for election of directors of Canadian Gold is by individual voting and not by slate voting. Canadian Gold has not, as yet, adopted a majority voting policy for election of directors at uncontested shareholder meetings at which directors are to be elected.

Compensation

See Part 4 – Executive Compensation.

Board Committees

The Board of Directors of Canadian Gold has, to date, established one committee, the Audit Committee (see Part 6 – Audit Committee).

Assessments

The Board of Directors of Canadian Gold has not, as yet, established procedures to formally review the contributions of individual directors. At this point, the directors believe that the Board’s current size facilitates informal discussion and evaluation of members’ contributions within that framework.

PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year ended December 31, 2023, and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of Canadian Gold, nor any nominee for election as a director of Canadian Gold, nor any associate of any such person, was indebted to Canadian Gold during the most recently completed financial year ended December 31, 2023, nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Canadian Gold.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No proposed nominee for election as a director, and no director or officer of Canadian Gold who has served in such capacity since the beginning of the last financial year of Canadian Gold, and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of Canadian Gold’s outstanding common shares, and none of the respective associates or affiliates of any of the foregoing, had any interest in any transaction with Canadian Gold since the beginning of the last completed financial year, or has any interest in any proposed transaction, that has materially affected Canadian Gold, or is likely to do so.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON AT THE MEETING

Except as otherwise disclosed herein, none of the directors or executive officers of Canadian Gold, no proposed nominee for election as a director of Canadian Gold, none of the persons who have been directors or executive officers of Canadian Gold since the commencement of Canadian Gold’s last completed financial year, none of the other insiders of Canadian Gold and no associate or affiliate of any of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting other than the election of directors and annual approval of the 2021 Plan (see Part 3 – The Business of the Meeting).

MANAGEMENT CONTRACTS

The management functions of Canadian Gold are performed by our directors and executive officers and we have no management agreements or arrangements under which such management functions are performed by persons other than the directors and officers of Canadian Gold.

CEASE TRADE ORDERS AND BANKRUPTCY

As at the date of this Information Circular, no proposed nominee for election as a director of Canadian Gold is, or has been, within 10 years before the date of this Information Circular:

1) a director, chief executive officer or chief financial officer of any company (including Canadian Gold and any personal holding company of the proposed director) that, while that person was acting in that capacity:
(a) was subject to:

(i) a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order); or
(ii) an order similar to a cease trade order; or
(iii) an order that denied the relevant company access to any exemption under securities legislation;

that was in effect for a period of more than 30 consecutive days (an “Order”); or

2) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

PENALTIES AND SANCTIONS

As at the date of this Information Circular, no proposed director of Canadian Gold (nor any of his or her personal holding companies) has been subject to:

a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

PERSONAL BANKRUPTCY

As at the date of this Information Circular and to the knowledge of the directors and officers of Canadian Gold, no nominee for election as a director of Canadian Gold:

is, or has been, within 10 years before the date of this Circular, a director or executive officer of any company (including Canadian Gold and any personal holding company of the proposed director) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

OTHER MATTERS

Management of Canadian Gold is not aware of any other matters to come before the meeting other than as set forth in the Notice of Meeting that accompanies this Information Circular. If any other matter properly comes before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

You may obtain financial information about Canadian Gold in our audited financial statements and Management’s Discussion and Analysis for the year ended December 31, 2023, which have been electronically filed with regulators and are available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca Additional copies of the financial information may be obtained without charge upon request to us at 401 Bay Street, Suite 2702, Toronto, Ontario, M5H 2Y4. You may also access our disclosure documents on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca .

SCHEDULE A TO THE INFORMATION CIRCULAR OF CANADIAN GOLD CORP.

Charter of the Audit Committee

A. Role and Objective

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing: the financial reports and other financial information provided by Canadian Gold to any governmental body or other stakeholders; the Company’s systems of internal controls regarding finance, accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures, and practices at all levels. The Audit Committee’s primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.
Review and appraise the performance of the Company’s external auditors.
Provide an open avenue of communication among the Company’s auditor, financial and senior management and the Board of Directors.

B. Composition

The Audit Committee shall be comprised of three directors as determined by the Board, a majority of whom shall be independent directors, free from any relationship which, in the view of the Board, could reasonably interfere with the exercise of their independent judgment as members of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Audit Committee shall be financially literate and have a working familiarity with basic finance and accounting practices. The definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The definition of “accounting or related financial management expertise” is the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with Canadian generally accepted accounting principles.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

C. Meetings

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee should meet at least annually with the person acting in the role of Chief Financial Officer and the independent auditors in separate sessions.

D. Responsibilities

To fulfill its responsibilities and duties, the Audit Committee shall:

i) Documents/Reports Review
1) Review and update this Charter annually.
2) Review the organization’s annual financial statements and any reports or other financial information (other than quarterly financial statements, which are reviewed by the full Board of Directors) and submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the independent auditors. It is noted that the organization’s quarterly financial statements are reviewed by the full Board of Directors.
ii) External Auditors
1) Review annually the performance of the external auditors and ensure their independence after reviewing all significant relationships they have with the Company.
2) Recommend to the Board of Directors the selection of the independent auditors and approve the fees and other compensation to be paid.
3) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the organization’s financial statements.
4) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
5) Review and pre-approve all audit and audit-related services.

iii) Financial Reporting Processes

1) In consultation with the external auditors, review with management the integrity of the organization’s financial reporting process, both internal and external.
2) Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its’ financial reporting.
3) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.
4) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
5) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
6) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
7) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
8) Review any complaints or concerns about any questionable accounting or auditing matters.
9) Review certification process.
10) Review any related-party transactions.

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Canadian Gold Corp. — Proxy Solicitation & Information Statement 2024

46983_rns_2024-05-27_a5c9ac73-4d67-4f76-90e4-35575fd3157c.pdf

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO: All holders of common shares of CANADIAN GOLD CORP.

MANAGEMENT INFORMATION CIRCULAR

PART 1 – VOTING

HOW A VOTE IS PASSED

WHO CAN VOTE?

VOTING BY PROXY

What is a proxy?

Appointing a proxyholder

Instructing your proxy

Changing your mind

NON-REGISTERED SHAREHOLDERS

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Number of Directors

Nominees for Election

APPOINTMENT OF THE AUDITOR

ANNUAL APPROVAL OF STOCK OPTION PLAN

Summary of the 2021 Plan

Approval of the 2021 Plan

Recommendation

APPROVAL TO AMEND ARTICLES

“11.3 Quorum

Shareholder Approval

“ 11.3 Quorum

TSX Venture Exchange Approval

Recommendation

PART 4 – EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Objectives and Principles

Compensation Process

Base Salary and/or Consulting Fees

Option Based Awards

Benefits and Perquisites

Risks Associated with Canadian Gold’s Compensation Practises

Hedging by Named Executive Officers or Directors

SUMMARY COMPENSATION TABLE

Non-equity incentive plan compensation ($)

Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

TERMINATION AND CHANGE OF CONTROL BENEFITS

DIRECTOR COMPENSATION

Incentive Plan Awards - Outstanding Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

PART 6 – AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE MEMBERS

RELEVANT EDUCATION AND EXPERIENCE

PRE-APPROVED POLICIES AND PROCEDURES FOR NON-AUDIT SERVICES

AUDIT COMMITTEE OVERSIGHT

EXTERNAL AUDITOR SERVICE FEES

RELIANCE ON CERTAIN EXEMPTIONS

PART 7 – CORPORATE GOVERNANCE

Composition of the Board of Directors

Directorships in other Public Companies as at the date of this Circular

Orientation and Education of Directors

Ethical Business Conduct

Nomination and Election of Directors

Compensation

Board Committees

Assessments

PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON AT THE MEETING

MANAGEMENT CONTRACTS

CEASE TRADE ORDERS AND BANKRUPTCY

PENALTIES AND SANCTIONS

PERSONAL BANKRUPTCY

OTHER MATTERS

ADDITIONAL INFORMATION

SCHEDULE A TO THE INFORMATION CIRCULAR OF CANADIAN GOLD CORP.

Charter of the Audit Committee

A. Role and Objective

Canadian Gold Corp. Proxy Solicitation & Information Statement 2024