Cassiar Gold Corp. — Proxy Solicitation & Information Statement 2026

Feb 24, 2026

CASSIAR GOLD CORP.

NOTICE OF THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
THURSDAY, MARCH 26, 2026

TO THE SHAREHOLDERS OF CASSIAR GOLD CORP.

Notice is hereby given that the annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Cassiar Gold Corp. (the “Company”) will be held at the offices of DLA Piper (Canada) LLP, 1133 Melville Street, Suite 2700, The Stack Building, Vancouver, BC V6E 4E5 on Thursday, March 26, 2026 at 11:00 a.m. (Vancouver time).

The Meeting is to be held for the following purposes, namely:

(a) to receive and consider the financial statements of the Company for the year ended September 30, 2025 and the auditor’s report thereon;

(b) to fix the number of directors to be elected at the Meeting for the ensuing year at six (6);

(c) to elect directors of the Company for the ensuing year;

(d) to appoint De Visser Gray LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the auditors’ remuneration as such;

(e) to ratify the Company’s rolling share option plan which allows for the issuance of that number of Common Shares as is equal to 10% of the Company’s issued and outstanding Common Shares at any given time;

(f) to consider and, if thought fit, to pass an ordinary resolution to approve a new share compensation plan pursuant to which the aggregate number of Common Shares that may be reserved for issuance on the exercise and settlement of equity-based incentive awards in the forms of stock options, restricted share units and deferred share units, at any time, shall not exceed 10% of the issued and outstanding Common Shares as at such time. If Shareholder approval is obtained, the new share compensation plan will replace the rolling share option plan indicated above and the Company’s current share unit plan, subject to the final approval of the TSX Venture Exchange. See details provided in the management information circular dated February 12, 2026 (the “Circular”); and

(g) to transact such further and other business as may be properly brought before the Meeting or any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular. Please read the Circular carefully.

The record date for the determination of Shareholders entitled to receive notice and to vote at the Meeting is February 9, 2026 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of such Shareholder’s Common Shares after such date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and requests, by 4:30 p.m. (Vancouver time) not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

Notice-and-Access

The Company has elected to use the notice and access (“Notice and Access”) provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102

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Continuous Disclosure Obligations to distribute Meeting materials to the Shareholders. Notice and Access allows issuers to post electronic versions of proxy related materials on the Canadian System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) and on one additional website, rather than mailing paper copies to their shareholders. Shareholders have the right to request hard copies of any proxy related materials posted online by the Company under Notice and Access.

Meeting materials, including the Circular, are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and also at www.cassiargold.com. The Company will provide to any Shareholder, free of charge, upon request to the Company’s transfer agent, Odyssey Trust Company (“Odyssey Trust”), at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America), a paper copy of the Circular and any financial statements or management’s discussion and analysis of the Company filed with the applicable securities regulatory authorities during the past year. In order to allow reasonable time for you to receive and review a paper copy of the Circular or other document prior to the proxy deadline, you should make your request for a paper copy to Odyssey Trust by March 10, 2026.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular.

To be effective, the enclosed form of proxy must be mailed so as to reach or be deposited with Odyssey Trust, Proxy Department, Trader’s Bank Building, 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8 so that it is received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions using the 12 digit control number, which is a combination of numbers and letters located at the bottom of your proxy or vote by fax at 1-800-517-4553.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder’s attorney authorized in writing or, if the Shareholder is a company, under its corporate seal by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are directors and/or officers of the Company. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to attend and to act for such Shareholder and on such Shareholder’s behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

DATED at Vancouver, British Columbia this 12th day of February, 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF CASSIAR GOLD CORP.

(signed) “Marco Roque”

Marco Roque
President, Chief Executive Officer and a Director