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Centenario Gold Corp. Proxy Solicitation & Information Statement 2026

May 15, 2026

48040_rns_2026-05-15_c963e31c-bd4f-47e2-af4b-b5a10ab3a783.pdf

Proxy Solicitation & Information Statement

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ENDEAVOR TRUST CORPORATION
Suite 702 - 777 Hornby Street
Vancouver, BC, V6Z 1S4 Canada

Centenario Gold Corp.
Security Class: Common Shares

[name]
[address]
[city] [prov] [postal code]
[country]

FORM OF PROXY

Annual General & Special Meeting of the Common Shareholders to be held on Thursday, June 18, 2026 (the “Meeting”)

This Form of Proxy is solicited by and on behalf of the management of Centenario Gold Corp. (the “Company”)

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by the management to the holder.

If you appoint the Management Nominees, as defined herein, to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 a.m., Pacific Time, on Tuesday, June 16, 2026 or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

VOTING METHODS
MAIL or HAND DELIVERY Endeavor Trust Corporation
702 – 777 Hornby Street
Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day 604-559-8908
EMAIL [email protected]
ONLINE As listed on Form of Proxy or Voting Instruction Form

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy.


Login information for online voting
www.eproxy.ca
Control Number:
Password:

Appointment of Proxyholder

I/We, being holder(s) of certain common shares in the capital of Centenario Gold Corp. hereby appoint: DOUGLAS FULCHER, Chief Executive Officer, President and Director, or, failing this person, JOHN HAMILTON, Chief Financial Officer (the “Management Nominees”).

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominee listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the annual general and special meeting of shareholders of Centenario Gold Corp. to be held at 1150-1100 Melville St. Vancouver, British Columbia V6E 4A6 on Thursday, June 18, 2026 at 10:00 a.m., Pacific Time, and at any adjournment or postponement thereof.

MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

  1. Number of Directors
    ☐ To set the number of Directors to five (5);

  2. Election of Directors

    ☐ Withhold

i) Douglas Fulcher

ii) Xiao Qin (Mary) Ma

iii) Alain Roch Charest

iv) Kevin Milledge

v.) Pablo Mendez Alvidrez

  1. Ratification of Auditor

    ☐ Withhold

To ratify (i) the appointment of Mao & Ying LLP, Chartered Professional Accountants, as the auditor of the Company for the period from January 1, 2023 to December 8, 2023; (ii) the remuneration that was paid to Mao & Ying LLP, Chartered Professional Accountants for the period from January 1, 2023 to December 8, 2023; (iii) the appointment of De Visser Gray LLP, Chartered Professional Accountants, as the auditor of the Company for the period from December 8, 2023 to December 31, 2023 and for the fiscal years ended December 31, 2024 and December 31, 2025; and (iv) the remuneration that was paid to De Visser Gray LLP, Chartered Professional Accountants for the period from December 8, 2023 to December 31, 2023 and for the fiscal years ended December 31, 2024 and December 31, 2025;


  1. Appointment of Auditor

    ☐ Against

To appoint De Visser Gray LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;


  1. Approval of New 2026 Equity Incentive Plan

    ☐ Against

To consider and, if thought fit, to approve the Company's 2026 Equity Incentive Plan (the “Equity Incentive Plan”), which provides for (i) a rolling stock option plan permitting the issuance of up to 10% of the Company's issued and outstanding Shares from time to time, and (ii) a fixed plan permitting the issuance of up to an additional 10% of the Company's issued and outstanding Shares, as determined as at the effective date of the Equity Incentive Plan, for performance-based awards of restricted share units, performance share units and deferred share units (collectively, the “Equity Incentive Plan Resolution”), all as further described in the accompanying management information circular (the “Circular”);


  1. Approval of the Grant of Stock Options

    ☐ Against

Subject to the approval of the Equity Incentive Plan Resolution, to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of disinterested Shareholders ratifying and approving the previous grants of: (i) an aggregate of 310,000 conditional stock options on October 31, 2023, at an exercise price of $1.50 per Share; and (ii) an aggregate of 1,350,000 conditional stock options on March 12, 2026, at an exercise price of $0.30 per Share (the “Conditional Options Resolution”), under the Company's Equity Incentive Plan, as more particularly described in the Circular;


  1. Rectification of Inability to Comply with Business Corporations Act

    ☐ Against

To consider and, if thought fit, to pass a resolution authorizing the Company to make application to the Supreme Court of British Columbia pursuant to Section 229 of the Business Corporations Act (British Columbia), in order to rectify the Company's failure to hold an annual general meeting during the 2023, 2024 and 2025 calendar years.


Authorized Signature(s) – This section must be completed for your instructions to be executed.

Signature(s)

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting.

Print Name(s) & Signing Capacity(ies), if applicable

If no voting instructions are indicated above, this proxy will be voted as recommended by management.

Date (MM-DD-YY)
THIS PROXY MUST BE DATED

Financial Statements Request

In accordance with securities regulations, shareholders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

Interim Financial Reports – Mark the box to the right if you would like to RECEIVE internal financial statements and accompanying management’s discussion & analysis by mail.


Annual Financial Report – Mark the box to the right if you would like to RECEIVE annual financial statements and accompanying management’s discussion and analysis by mail.

To request the receipt of future documents via email, you may contact Endeavor Trust Corporation at [email protected]