CHESAPEAKE GOLD CORP

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 2025

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of shareholders of Chesapeake Gold Corp. (the “Company”) will be held at Hotel LeSoleil, Les Etoiles Room, 567 Hornby Street, Vancouver, British Columbia on Wednesday, June 18, 2025 at 11:00 a.m. (Vancouver time) for the following purposes:

to receive the audited consolidated financial statements of the Company for the year ended December 31, 2024, and the auditor’s report thereon;
to fix the number of directors to be elected at the Meeting at six and to elect six directors for the ensuing year;
to appoint the Company’s new auditor for the ensuing year;
to approve the Company’s “rolling 10%” stock option plan;
to approve the Company’s advance notice policy for nomination of directors; and
to transact such other business as may properly come before the Meeting or any adjournment thereof.

All matters set forth above for consideration at the Meeting are more particularly described in the accompanying management information circular (“Information Circular”).

The Company is using the notice-and-access provisions (“Notice and Access”) under the Canadian Securities Administrators’ National Instrument 54-101 for the delivery of its Information Circular to its shareholders for the Meeting. Under Notice and Access, instead of receiving paper copies of the Information Circular, shareholders will be receiving a Notice and Access notification with information on how they may obtain a copy of the Information Circular electronically or request a paper copy. Registered shareholders will still receive a Proxy form enabling them to vote at the Meeting. The use of the alternative Notice and Access procedures in connection with the Meeting helps reduce paper use, as well as the Company’s printing and mailing costs. The Company will arrange to mail paper copies of the Information Circular to those registered shareholders who have existing instructions on their account to receive paper copies of the Company’s meeting materials.

The Information Circular and other Meeting materials will be available on the Company’s website at https://chesapeakegold.com/agm-2025/ as of May 8, 2025 and will remain on the website for one full year thereafter. Meeting materials are also available upon request, without charge, by email at [email protected] or by calling toll free at +1 888-439-3096 (Canada and U.S.A.) or at +1-778-731-1362, or can be accessed online on SEDAR+ at www.sedarplus.ca, as of May 8, 2025.

Only shareholders of record at the close of business on April 28, 2025 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed Proxy form promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated on the Proxy form. To be used at the Meeting, proxies must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 no later than 48 hours (excluding Saturdays, Sundays or holidays) before the time of the Meeting, or any adjournment thereof, or received by the chairman of the Meeting before the commencement of the Meeting, or any adjournment thereof. If a registered shareholder receives more than one Proxy form because such shareholder owns shares registered in different names or addresses, each Proxy form should be completed and returned.

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The Meeting may also be accessed remotely via live conference call and audio webcast as detailed below, and further under the heading "Solicitation of Proxies" on page 1 of the Information Circular.

Dial in: 1-844-763-8274 (Toll-free in Canada and the U.S.)
1-647-484-8814 (International Toll)

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=sDf8Dj3g

Dated at Vancouver, British Columbia this 6th day of May, 2025.

BY ORDER OF THE BOARD
"P. Randy Reifel"

P. RANDY REIFEL
Executive Chairman

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CHESAPEAKE GOLD CORP.

Interim Chief Executive Officer's Letter

Dear Shareholders,

Firstly, I wish to take this opportunity to convey my sincere appreciation for your continued support and confidence in our company. I am pleased to share the important events over the past year.

June 2024 marked a significant milestone for Chesapeake with the purchase of the intellectual property rights of certain proprietary oxidative leach technologies. As such, we have 100% ownership and control to manage the intellectual property development, advance Metates metallurgical work, and capitalize on corporate opportunities testing third-party refractory sulphide deposits.

Metates metallurgical test work achieved gold recovery rates exceeding 70%, verifying that our proprietary oxidative leach technology is working as planned. In perspective, only a 33% gold recovery was realized without the technology (no pre-oxidation). The next stage of metallurgical activities will move to larger diameter columns to provide final conditions for pilot plant and commercial operations.

At our wholly owned Lucy gold project, positive initial metallurgical test results with up to 97% gold recoveries were achieved within 24 hours, highlighting the gold was in the oxide form. These results indicate that a simple conventional processing pathway may be viable through a standard tank leach type process. Subsequently, a follow-up drill program extended the continuous mineralized corridor to 700 metres, which remains open along strike and at depth. Soil geochemistry and magnetic geophysics surveys provided further insights into the formation and larger scale of Lucy's footprint.

The one setback in 2024 was the late-year 2-1 split decision ruling on San Vicente 3 by the Federal Court of Administrative Justice. This decision has not wavered our commitment to the legal process, and we filed an appeal before the Collegiate Court to exercise our rights and pursue all legal remedies available to protect and defend our position with respect to San Vicente 3.

As we look ahead, I remain excited about the further advancement of the technology with Metates and the beginning of testwork on other third-party refractory projects. 2024 was a strategic staging year to begin our growth from a technology perspective. I firmly believe that our technology will attract the attention of investors and industry as we begin to transform the process flow sheet and unlock economic value in refractory gold deposits.

Sincerely,

Jean-Paul Tsotsos

Jean-Paul Tsotsos
Interim Chief Executive Officer
May 6, 2025

Chesapeake Gold Corp.
www.chesapeakegold.com
PHONE: +1 778.731.1362
Suite 201 - 1512 Yew Street
Vancouver, BC, Canada V6K 3E4

CHESAPEAKE GOLD CORP.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
INFORMATION CIRCULAR

GENERAL INFORMATION

This Information Circular is furnished to the holders (“shareholders”) of common shares (“Common Shares”) of Chesapeake Gold Corp. (the “Company”) by management of the Company in connection with the solicitation of proxies to be voted at the annual general meeting (the “Meeting”) of the shareholders to be held at Hotel LeSoleil, Les Etoiles Room, 567 Hornby Street, Vancouver, British Columbia, at 11:00 a.m. (Vancouver time) on Wednesday, June 18, 2025 and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting.

PROXIES

Solicitation of Proxies

The enclosed Proxy is solicited by and on behalf of management of the Company. The persons named in the enclosed Proxy form are management-designated proxyholders. A registered shareholder desiring to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting may do so either by inserting such other person’s name in the blank space provided in the Proxy form or by completing another form of proxy. To be used at the Meeting, proxies must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment thereof, or received by the chairman of the Meeting before the commencement of the Meeting, or any adjournment thereof. Solicitation will be primarily by mail, but some proxies may be solicited personally or by telephone by regular employees or directors of the Company at a nominal cost. The cost of solicitation by management of the Company will be borne by the Company.

A live teleconference line and audio webcast will be made available to the Company’s shareholders in order to enable the participation and engagement of shareholders. To access the teleconference or audio webcast, shareholders may call one of the following numbers (callers should dial in 5 to 10 minutes prior to the scheduled start time and simply ask to join the call) or follow the URL listed below:

Live audio conference call and audio webcast details:

Dial in: 1-844-763-8274 (Toll-free in Canada and the U.S.)
1-647-484-8814 (International Toll)

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=sDf8Dj3g

The Company will accept and address questions during a formal question-and-answer session that will take place at the conclusion of business of the Meeting. Questions can be asked both via the teleconference line and live audio webcast provided by Chorus Call. Instructions for asking questions via the teleconference line and audio webcast will be provided by the teleconference operator, and instructions for submitting written questions utilizing the audio webcast will be available on the webcast site shortly before and during the Meeting. Chorus Call will provide details for technical assistance should help be required.

For attendance and voting to be counted at the Meeting, shareholders accessing the Meeting by telephone or audio webcast must still deposit a completed proxy as described above. Shareholders with questions about the teleconference or audio webcast and the information contained in this Information Circular or requiring assistance in completing the Proxy form may contact the Company at [email protected] or at 778-731-1362.

Notice and Access Process

The Company has decided to take advantage of the notice-and-access provisions (“Notice and Access”) under the Canadian Securities Administrators’ National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”)

for the delivery of the Information Circular to its shareholders for the Meeting. The use of the alternative Notice and Access procedures in connection with the Meeting helps reduce paper use, as well as the Company's printing and mailing costs.

Under Notice and Access, instead of receiving printed copies of the Information Circular, shareholders receive a notice ("Notice and Access Notification") with information on the Meeting date, location and purpose, as well as information on how they may access the Information Circular electronically or request a paper copy. The Company will arrange to mail paper copies of the Information Circular to those registered and beneficial shareholders who have existing instructions on their account to receive paper copies of the Company's proxy-related materials.

Non-Registered Holders

Only registered holders of Common Shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Common Shares beneficially owned by a holder (a "Non-Registered Holder") are registered either:

(a) in the name of an Intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (CDS)) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as "OBOs".

In accordance with the requirements of NI 54-101, the Company has elected to send the Notice and Access Notification in connection with the Meeting indirectly to Non-Registered Holders.

Intermediaries which receive the Notice and Access Notification are required to forward the Notice and Access Notification to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive it. Intermediaries often use service companies to forward the proxy-related materials to Non-Registered Holders.

The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents (including the Notice and Access Notification). Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO's Intermediary assumes the costs of delivery.

Generally, Non-Registered Holders who have not waived the right to receive proxy-related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy-related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non-Registered Holder in accordance with the Intermediary's directions on the voting instruction form. In some cases, such Non-Registered Holders will instead be given a proxy which 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. This form of proxy does not need to be signed by the Non-Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Computershare Investor Services Inc. as described under "Solicitation of Proxies".

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form.

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

Revocability of Proxies

A registered shareholder who has given a Proxy may revoke it by an instrument in writing that is:

(a) executed by the shareholder or by the shareholder's attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and
(b) delivered either to the registered office of the Company (19th Floor, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H4) at any time up to and including the last business day before the day of the Meeting, or any adjournment thereof, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof before any vote in respect of which the Proxy is to be used shall have been taken, or in any other manner provided by law.

Non-Registered Holders who wish to revoke a voting instruction form or a waiver of the right to receive proxy-related materials should contact their Intermediaries for instructions.

Voting of Proxies

Common Shares represented by a shareholder's Proxy form will be voted or withheld from voting in accordance with the shareholder's instructions on any ballot that may be called for at the Meeting and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any instructions, the management-designated proxy agent named on the Proxy form will cast the shareholder's votes in favour of the passage of the resolutions set forth herein and in the Notice of Meeting.

The enclosed Proxy form confers discretionary authority upon the persons named therein with respect to (a) amendments or variations to matters identified in the Notice of Meeting and (b) other matters which may properly come before the Meeting or any adjournment thereof. At the time of printing of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Only Common Shares carry voting rights at the Meeting, with each Common Share carrying the right to one vote. The board of directors of the Company ("Board of Directors" or "Board") has fixed April 28, 2025 as the record date ("Record Date") for the determination of shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting. As of the Record Date, 68,393,384 Common Shares were issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors or executive officers of the Company, as at the Record Date, no person beneficially owned, or controlled or directed, directly or indirectly, shares carrying 10% or more of the voting rights attached to the Company's issued and outstanding Common Shares, except for the following:

Name	Number of Common Shares	Percentage of Outstanding Common Shares
Peter Palmedo(1)	7,175,013	10.49%
Eric Sprott(2)	9,183,499	13.43%
Alan Pangbourne(3)	7,456,000	10.90%

(1) According to public filings, the Common Shares disclosed are held by Peter Palmedo (as to 72,500 Common Shares), Sun Valley Gold Company (as to 2,312,375 Common Shares) and Sun Valley Gold Master Fund, Ltd. (as to 4,790,138 Common Shares). Palmedo Holdings LLLP and Mr. Palmedo are the managing members of Sun Valley Gold LLC. Sun Valley Gold Company, a company in which Mr. Palmedo is the majority shareholder, is the majority securityholder of Palmedo Holdings LLLP. Sun Valley Gold International, Ltd., of which Sun Valley Gold LLC is the Investment Manager, and Sun Valley Gold, L.P., of which Sun Valley Gold LLC is the General Partner, are the sole holders of the common shares of Sun Valley Gold Master Fund, Ltd., a client account over which Sun Valley Gold LLC has discretionary authority.
(2) According to public filings, the Common Shares disclosed are held through 2176423 Ontario Ltd. of which Mr. Sprott is the beneficial owner.
(3) 7,400,000 of Mr. Pangbourne's Common Shares are held through Alderley Edge Investments Ltd. of which Mr. Pangbourne is the beneficial owner.

VOTES NECESSARY TO PASS RESOLUTIONS AT THE MEETING

Under the Company’s Articles, the quorum for the transaction of business at the Meeting is two shareholders, whether present in person or represented by proxy, holding in the aggregate at least 5% of the issued Common Shares. A simple majority of the votes cast at the Meeting (in person or by proxy) is required in order to pass the resolutions referred to in the accompanying Notice of Meeting.

APPOINTMENT OF AUDITOR

Doane Grant Thornton LLP is the current auditor of the Company. Further to a resolution of the Board of Directors dated April 28, 2025, the Company has nominated BDO Canada LLP as successor auditor of the Company upon the expiry of Doane Grant Thornton LLP’s term as auditor on June 18, 2025. At the Meeting, shareholders will be asked to vote on the appointment of BDO Canada LLP as successor auditor of the Company effective June 18, 2025. The management-designated proxyholders named in the enclosed Proxy form intend to vote for the appointment of BDO Canada LLP as the auditor of the Company to hold office until the next annual general meeting of shareholders.

The Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) specifies certain reporting requirements that apply when there is a change in the auditor of a reporting issuer. NI 51-102 requires the Company to prepare a Notice of Change of Auditor and obtain letters from the former and successor auditors and send copies of these documents to relevant securities regulators and to the shareholders of the Company. Copies of these documents are attached to this Information Circular in Appendix A.

The Company is not aware of any reportable event (i.e. disagreement, consultation or unresolved issue) in connection with the change of auditor of the Company.

ELECTION OF DIRECTORS

The number of directors of the Company is currently fixed at seven. At the Meeting, shareholders will be asked to fix the number of directors at six and elect six directors. The persons named below are the six nominees of management for election as directors, all of whom (other than Paul West-Sells) are current directors of the Company. Christian Falck will not be standing for re-election to the Board at the Meeting and Alan Pangbourne resigned as a director on May 5, 2025. Each director elected will hold office until the next annual general meeting or until the director’s successor is elected or appointed unless the director’s office is earlier vacated under any of the relevant provisions of the Articles of the Company or the Business Corporations Act (British Columbia). It is the intention of the persons named as proxyholders in the enclosed Proxy to vote for the election to the Board of Directors of those persons hereinafter designated as nominees for election as directors. The Board of Directors does not contemplate that any of such nominees will be unable to serve as a director; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in such shareholder’s Proxy that such shareholder’s Common Shares are to be withheld from voting in the election of directors.

The following table sets out the name of each of the persons proposed to be nominated for election as a director; all positions and offices in the Company currently held by the nominee; the nominee’s current principal occupation or employment (and, in the case of Mr. West-Sells, who is being nominated for election as a director of the Company at a shareholders’ meeting of the Company for the first time, also his principal occupation and employment for at least the last five years); the period during which the nominee has served as a director; and the number of Common Shares of the Company and of Gunpoint Exploration Ltd., the Company’s subsidiary (“GUN”), that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Record Date:

Name, place of residence and positions with the Company	Principal occupation, business or employment	Period served as a director	Common Shares beneficially owned or controlled^{(5)}
RANDY BUFFINGTON^{(1)(2)(3)}
Elko, Nevada, USA
Director	President and Chief Executive Officer of Nevada Copper Corp. from October 2021 to June 2024	Since January 19, 2021	51,551
Nil GUN

Name, place of residence and positions with the Company	Principal occupation, business or employment	Period served as a director	Common Shares beneficially owned or controlled(5)
DOUG FLEGG(1)Markdale, ON, CanadaDirector	Principal, Cairn Merchant Partners LP since June 2016	Since January 18, 2021	Nil Nil GUN
LIAN LI(2)Vancouver, BC, CanadaDirector	International Business Consultant	Since December 18, 2013	108,500 Nil GUN
JOHN PERSTON(2)(3)Castletown, Isle of ManDirector	President, JWP Consulting (geological consulting firm)	Since April 18, 2002	397,800 60,000 GUN
P. RANDY REIFELVancouver, BC, CanadaDirector and Executive Chairman	Executive Chairman of the Company and President of Gunpoint Exploration Ltd.	Since April 18, 2002	5,091,278(5) 6,578,501 GUN(6)
PAUL WEST-SELLSVancouver, BC, CanadaDirector Nominee	Adjunct Professor, Materials Engineering, at University of British Columbia since 2016; President and Chief Executive Officer of Western Copper and Gold Corporation (a mineral exploration company) from 2016 to 2024.	N/A	Nil Nil GUN

(1) Member of the Audit Committee.
(2) Member of Corporate Governance and Compensation Committee.
(3) Member of Technical Advisory Committee.
(4) The information as to country of residence, principal occupation and number of Common Shares beneficially owned by the nominees (directly or indirectly or over which control or direction is exercised) is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
(5) 300,000 Common Shares are held by Brant Investments Ltd., a company controlled by Mr. Reifel ("Brant"), and 463,900 Common Shares are held by Beggar Pacific Holding Corp., a company controlled by Mr. Reifel.
(6) Of these common shares in GUN (the "GUN Common Shares"), 2,058,333 are held through Brant and 66,500 are held through Grim Estates Ltd., companies controlled by Mr. Reifel.

Pursuant to the Advance Notice Policy of the Company adopted by the Board of Directors on February 25, 2025, any additional director nominations for the Meeting must be received by the Company in compliance with the Advance Notice Policy by May 13, 2025. The Company will publish details of any such additional director nominations through a public announcement in accordance with the Advance Notice Policy.

None of the proposed directors are, as at the date of this Information Circular, or have been, within the ten years preceding the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to a cease trade or similar order or 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 (collectively, an "Order"), when such Order was issued while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company; or
(b) was subject to an Order that was issued after such person ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company.

Other than as disclosed herein, no proposed director is, as at the date of this Information Circular, or has been, within the ten years preceding the date of this Information Circular, a director or executive officer of any company (including the Company) 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.

Randy Buffington was the Chief Executive Officer of Allied Nevada Gold Corp. (“Allied Nevada”) when Allied Nevada, on March 10, 2015, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On October 22, 2015, Allied Nevada completed its financial restructuring and emerged from Chapter 11 proceedings under the name Hycroft Mining Corporation.

No proposed director has, within the ten years preceding the date of this Information 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 that person.

No proposed director 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.

CORPORATE GOVERNANCE DISCLOSURE

The following description of the corporate governance practices of the Company is provided further to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) and the disclosure prescribed for “Venture Issuers” such as the Company.

Board of Directors

The Board currently consists of six directors (five of whom will be standing for re-election). NI 58-101 distinguishes independent and non-independent directors. Four of the six current members of the Board are considered independent directors. The independent directors are Christian Falck, Doug Flegg, Lian Li and John Perston. Randy Reifel is not an independent director as he is an executive officer of the Company. Randy Buffington was independent for the financial year ended December 31, 2024, but is no longer considered independent as he received consulting fees in 2025. Assuming the election of the director nominees at the Meeting, the Board will still consist of a majority of independent directors.

The Board considers that management is effectively supervised by the independent directors on an informal basis, as the independent directors are actively and regularly involved in reviewing and supervising the operations of the Company and have regular and full access to management. The independent directors are able to meet at any time without any members of management, including the non-independent director, being present. At the present time, the Board believes that the knowledge, experience and qualifications of its independent directors are sufficient to ensure that the Board can function independently of management and discharge its responsibilities.

Directorships

The current and proposed directors of the Company who are presently directors of other reporting issuers in Canada or elsewhere are set out below:

Director	Reporting Issuer
P. Randy Reifel	Gunpoint Exploration Ltd.
Doug Flegg	Canadian Gold Corp.
Vendetta Mining Corp.
John Perston	Gunpoint Exploration Ltd.
Randy Buffington	Gunpoint Exploration Ltd.
Paul West-Sells	Surge Copper Corp.

Orientation and Continuing Education

The Board currently has not established criteria for the orientation or continuing education of directors. While the Company does not have formal orientation and training programs, new Board members spend time with senior management in regard to the Company's properties, operations and internal controls. Board meetings include presentations by the Company's management and/or employees to give the directors additional insight into the Company's business. Board members are encouraged to communicate with management, the auditor and technical consultants to keep themselves current with industry trends, developments and changes in legislation. Board members have full access to the Company's records.

Ethical Business Conduct

The Company has adopted a Code of Business Conduct and Ethics which applies to the directors, officers and employees of the Company. The Board expects that fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law, as well as provisions under corporate legislation for required disclosures by directors and senior officers to the Company of transactions with the Company in which they may have an interest and of any other conflicts of duties and interests, will also ensure that these persons conduct themselves in the best interests of the Company.

Nomination of Directors

Periodically, the Board as a whole informally assesses the size and composition of the existing Board and the contribution of individual directors. Individual directors are invited to propose new nominees to the Board having regard to the Company's business strategy and the current composition of the Board.

Compensation

The Company has a Corporate Governance and Compensation Committee consisting of Randy Buffington, Christian Falck, Lian Li and John Perston, three of whom are considered independent directors. Randy Buffington is not considered independent as he received consulting fees in 2025.

The independent members of the Corporate Governance and Compensation Committee must approve any compensation paid to a director or an executive officer of the Company. The Corporate Governance and Compensation Committee reviews annually, and submits to the Board for its approval, the compensation to be paid to members of the Board as directors after taking into account any director compensation guidelines established by the Board. With respect to the executive officers, the Corporate Governance and Compensation Committee is responsible for reviewing and considering corporate goals and objectives relevant to compensation for the executive officers, evaluating the performance of the executive officers in light of those corporate goals and objectives, and determining the level of compensation for the executive officers based on this evaluation. See "Director and Named Executive Officer Compensation".

Other Board Committees

On December 31, 2024, the Company had an Audit Committee, a Corporate Governance and Compensation Committee and a Technical Advisory Committee. The Board established the Technical Advisory Committee on February 23, 2021 for the purpose of providing advice and support to management on technical matters following the acquisition of Alderley Gold Corp. The Technical Advisory Committee is comprised of Randy Buffington (Chair), John Perston and Christian Falck.

Assessments

The Board has adopted a Mandate which authorizes the Board to annually review the performance of the Board and its committees against their respective charters and mandates and to annually evaluate the performance of individual directors, the Chair and any lead director. The Board intends to follow these procedures for the evaluation of the effectiveness of the Board, its committees, the Chair and individual directors.

AUDIT COMMITTEE DISCLOSURE

Pursuant to the Business Corporations Act (British Columbia) and National Instrument 52-110 - Audit Committees ("NI 52-110"), the Company is required to have an audit committee.

Audit Committee Charter

Pursuant to NI 52-110, the Company’s Audit Committee is required to have a charter. A copy of the Company’s Audit Committee Charter is set out in Appendix B to this Information Circular.

The Audit Committee assists the Board of Directors in fulfilling its responsibilities relating to the Company’s corporate accounting and reporting practices. The Audit Committee is responsible for ensuring that management has established appropriate processes for monitoring the Company’s systems and procedures for financial reporting and controls, reviewing all financial information in disclosure documents, monitoring the performance and fees and expenses of the Company’s external auditors, and recommending external auditors for appointment by shareholders.

Composition of the Audit Committee

As at the date of this Information Circular, the following is information on the members of the Company’s Audit Committee:

Name	Independent	Financial Literacy
Christian Falck (Chair)	Yes	Yes
Doug Flegg	Yes	Yes
Randy Buffington	No(1)	Yes

(1) Mr. Buffington was independent for the financial year ended December 31, 2024, but is no longer considered independent as he received consulting fees in 2025.

Relevant Education and Experience

All of the members of the Audit Committee are graduates of post-secondary education. Christian Falck holds a Bachelors Degree in Accounting and Finance and was Chair of the Company’s Audit Committee during his first period of service as a director of the Company and has held senior positions with Teck Corporation and PricewaterhouseCoopers LLP (Corporate Finance and Investment Banking). Doug Flegg holds both an MBA and B.Sc. Honours Geology degrees from Queen’s University, is a Chartered Financial Analyst, and has worked in the investment business in various roles for over 28 years. Randy Buffington is an international mining consultant with extensive experience as an executive for publicly traded mining companies including Allied Nevada Gold Corp. (as CEO) and Hycroft Mining Corporation (as CEO and Chairman). Each member of the Audit Committee has assisted several resource industry companies with strategic focus and corporate finance and has many years’ experience in the management and administration of publicly owned mining exploration companies. This experience in the mining industry has provided each member of the Audit Committee with an understanding of the accounting principles used by the Company to prepare its financial statements, the ability to assess the general application of such accounting principles and analyze or evaluate financial statements, and an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since January 1, 2024, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Company’s Board of Directors.

Reliance on Certain Exemptions

Other than the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation), at no time since January 1, 2024, has the Company relied on the exemptions in section 2.4 of NI 52-110 (De Minimis Non-audit Services), subsection 6.1.1(4) of NI 52-110 (Circumstances Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemption) of NI 52-110 by a securities regulatory authority or regulator.

Pre-approval Policies and Procedures for Non-Audit Services

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditor in each of the last two financial years of the Company for services in each of the categories indicated are as follows:

Financial Year Ended	Audit Fees	Audit Related Fees^{(1)}	Tax Fees^{(2)}	All Other Fees^{(3)}
December 31, 2024	$130,540	$67,854	Nil	Nil
December 31, 2023	$118,770	$21,400	Nil	Nil

(1) Pertains to assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are not reported under “Audit Fees”. The nature of the services comprising the fees disclosed under this category relates to review engagement completed on the Company’s quarterly financial statements.
(2) Pertains to professional services for tax compliance, tax advice and tax planning.
(3) Pertains to products and services other than services reported under the other categories.

Venture Issuers Exemption

The Company is relying upon the exemption in section 6.1 of NI 52-110 which exempts “venture issuers” from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The following description of the executive compensation of the Company is provided further to Form 51-102F6V “Statement of Executive Compensation – Venture Issuers”.

Director and Named Executive Officer Compensation Excluding Compensation Securities

Named Executive Officers

Set out below are particulars of compensation paid to the following persons (the “Named Executive Officers” or “NEOs”):

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer (“CEO”);
(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer (“CFO”);
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer (other than the CEO and CFO) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with applicable securities rules, for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and not acting in a similar capacity, at the end of that financial year.

For the year ended December 31, 2024, the Company had three Named Executive Officers, namely Jean-Paul Tsotsos (Interim CEO), Navin Sandhu (Interim CFO) and P. Randy Reifel (Executive Chairman, as the most highly compensated executive officer other than the CEO and CFO).

Table of Compensation Excluding Compensation Securities

The following table sets out compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or a subsidiary of the Company, to each NEO and director, in any capacity, for each of the Company's financial years ended December 31, 2024 and 2023.

Table of compensation excluding compensation securities
Name and principal position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
P. RANDY REIFEL^{(1)}
Executive Chairman and Director	2024
2023	229,163
250,000	Nil
Nil	Nil
Nil	(7)
(7)	Nil
Nil	229,163
250,000
JEAN-PAUL TSOTSOS
Interim CEO	2024^{(3)}
2023^{(2)}	280,000
138,333	Nil
Nil	Nil
Nil	(8)
(8)	Nil
Nil	280,000
138,333
NAVIN SANDHU^{(4)}
Interim CFO	2024
2023	165,000
118,750	Nil
Nil	Nil
Nil	(8)
(8)	Nil
Nil	165,000
118,750
ALAN PANGBOURNE^{(5)(6)}
Former President and CEO, Former Director	2024
2023	25,000
337,564	Nil
Nil	Nil
Nil	(7)
(7)	Nil
Nil	25,000
337,564
JOHN PERSTON
Director	2024
2023	25,000
25,000	Nil
Nil	25,000
25,000	(8)
(8)	Nil
Nil	50,000
50,000
CHRISTIAN FALCK
Lead Director	2024
2023	65,000
65,000	Nil
Nil	25,000
25,000	(8)
(8)	Nil
Nil	90,000
90,000
LIAN LI
Director	2024
2023	25,000
25,000	Nil
Nil	25,000
25,000	(8)
(8)	Nil
Nil	50,000
50,000
DOUG FLEGG
Director	2024
2023	25,000
25,000	Nil
Nil	Nil
Nil	(8)
(8)	Nil
Nil	25,000
25,000
RANDY BUFFINGTON
Director	2024
2023	25,000
25,000	Nil
Nil	49,810
47,431	(8)
(8)	Nil
Nil	74,810
72,431

(1) Amounts under "Salary" for Mr. Reifel pertain to compensation paid by the Company to Brant Investments Ltd., a company controlled by Mr. Reifel. Mr. Reifel was not paid any compensation for his role as a director of the Company.
(2) Mr. Tsotsos was appointed Vice President, Investor Relations & Corporate Development of the Company on May 29, 2023. Mr. Tsotsos was appointed Interim CEO of the Company on November 1, 2023 and therefore served as Interim CEO for 2 months in 2023. Of these fees, $46,667 pertains to Mr. Tsotsos' role as Interim CEO.
(3) Of these fees, $280,000 pertains to Mr. Tsotsos' role as Interim CEO.
(4) Mr. Sandhu was appointed Interim CFO of the Company on May 1, 2023 and therefore served as Interim CFO for 8 months in 2023.
(5) Mr. Pangbourne ceased to be President and CEO of the Company on November 1, 2023 and therefore served as CEO for 10 months in 2023. Of these fees, $4,167 in 2023 pertains to compensation for his role as a director of the Company.
(6) Mr. Pangbourne resigned as a director of the Company on May 5, 2025.
(7) Perquisites that are not generally available to all employees did not exceed 10% of the NEO's total salary for the financial year.
(8) Perquisites that are not generally available to all employees did not exceed $15,000.

External Management Companies

Except as disclosed herein, none of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly. See "Employment, Consulting and Management Agreements or Arrangements" for a description of the Company's consulting agreement with Brant Investments Ltd. (a company controlled by Mr. Reifel).

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each NEO and director by the Company or one of its subsidiaries in the financial year ended December 31, 2024, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

Compensation Securities granted in the year ended December 31, 2024
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant (M/D/Y)	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date (M/D/Y)
JEAN-PAUL TSOTSOS Interim CEO and Vice President, Investor Relations & Corporate Development	Options	22,000(2)	11/05/2024	$1.80	$1.81	$0.85	11/05/2029
NAVIN SANDHU Interim CFO	Options	15,000(2)	11/05/2024	$1.80	$1.81	$0.85	11/05/2029

(1) The numbers indicated represent the number of options and the same number of Common Shares underlying the related options.
(2) These options vest 25% annually from date of grant.

The following table discloses the total amount of compensation securities held by each NEO and director of the Company as at the Company's financial year end of December 31, 2024.

Name and Position	Total amount of compensation securities held as at December 31, 2024(1)
P. RANDY REIFEL
Executive Chairman and Director	Nil(2)
125,000 GUN(7)
JEAN-PAUL TSOTSOS
Interim CEO and Vice President, Investor Relations & Corporate Development	322,000(11)
NAVIN SANDHU
Interim CFO	35,000(12)
ALAN PANGBOURNE(13)
Former Director	1,000,000(3)
JOHN PERSTON
Director	100,000(10)
200,000 GUN(8)
CHRISTIAN FALCK
Lead Director	400,000(4)
LIAN LI
Director	100,000(10)

Name and Position	Total amount of compensation securities held as at December 31, 2024(1)
DOUG FLEGG
Director	150,000(5)
RANDY BUFFINGTON
Director	250,000(6)
200,000 GUN(9)

(1) The numbers under this column represent the number of options and the same number of Common Shares underlying the related options.
(2) All the options were fully vested as at December 31, 2023.
(3) All the options were fully vested as at December 31, 2024.
(4) All the options were fully vested as at December 31, 2024.
(5) Of these options, 112,500 were fully vested as at December 31, 2024, and the remaining options vest 25% annually on January 19, 2025.
(6) All the options were fully vested as at December 31, 2024.
(7) These options were granted by GUN. Of these options, 250,000 were fully vested as at December 31, 2023, and the remaining options vest 25% annually on November 23, 2024 and 2025.
(8) These options were granted by GUN. Of these options, 100,000 options were fully vested as at December 31, 2023, and the remaining options vest 25% annually on November 23, 2024 and 2025.
(9) These options were granted by GUN. These options vest 25% annually beginning on November 10, 2023.
(10) Of these options 50,000 were fully vested as at December 31, 2024, and the remaining options vest 25% on February 7, 2025; 2026 and 2027.
(11) Of these options 75,000 were fully vested as of December 31, 2024, and the remaining 75,000 vest 25% on May 31, 2025; 2026 and 2027, 150,000 vest 25% on December 4, 2025; 2026 and 2027 and 22,000 vest 25% on November 5, 2024; 2026; 2027; 2028.
(12) Of these options 5,000 were fully vested as of December 31, 2024, and the remaining 15,000 vest 25% on April 28, 2025; 2026 and 2027 and 15,000 vest 25% on November 5, 2024; 2026; 2027; 2028.
(13) Mr. Pangbourne resigned as a director of the Company on May 5, 2025.

No compensation security has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year.

Except for the vesting schedules noted in the above table, there are no restrictions or conditions for converting, exercising or exchanging the compensation securities.

No NEO or director of the Company exercised any compensation security during 2024.

Stock Option Plans and Other Incentive Plans

Stock Option Plan of the Company

Stock options may be granted to purchase Common Shares on terms that the Board of Directors may determine, with recommendations from the Corporate Governance and Compensation Committee and subject to the limitations of the Company's prevailing stock option plan and the requirements of applicable regulatory authorities. The Corporate Governance and Compensation Committee is mandated to review and make recommendations to the Board regarding the remuneration of executive officers, the granting of stock options to directors, executive officers, employees and consultants of the Company, and compensation policies, including the stock option plan.

Individual grants of stock options are determined by an assessment of the individual's current and expected future performance, level of responsibilities, the importance of the proposed optionee's position and contribution to the Company, and previous option grants and exercise prices.

The Company has a "rolling 10%" Stock Option Plan (the "Option Plan"), which was adopted by the Board of Directors on April 12, 2021, and last approved by shareholders of the Company on June 18, 2024.

The Option Plan must be re-approved on an annual basis by the shareholders at each annual general meeting of the Company as required by the policies of the TSX Venture Exchange (the "TSX-V"). See "Particulars of Matters to be Acted Upon—Approval of "Rolling 10%" Stock Option Plan".

The Option Plan includes the following provisions:

The Option Plan is administered by a “Committee” which means the Board of Directors of the Company or such committee of the Board of Directors that the Board of Directors has designated to administer the Option Plan.
Options may be granted to employees, directors, officers and consultants of the Company or of a subsidiary of the Company (and such other persons permitted by the TSX-V to be granted options)(collectively, “Eligible Persons”) who are in the opinion of the Committee in a position to contribute to the success of the Company or any subsidiary of the Company or who, by virtue of their service to the Company or to any subsidiary of the Company (or to any predecessors of the Company or a subsidiary of the Company) are, in the opinion of the Committee, worthy of an option grant.
Any options previously granted by the Company (the “Outstanding Options”) which were outstanding as at April 12, 2021 were deemed to have been issued under and will be governed by the Option Plan, and in the event of any inconsistency between the terms of the agreements governing the Outstanding Options and the terms of the Option Plan, the terms of such agreements shall govern.
The maximum aggregate number of Common Shares to be reserved and authorized for issuance pursuant to options granted to Eligible Persons under the Option Plan is 10% of the issued and outstanding Common Shares from time to time.
The aggregate number of optioned Common Shares granted within a 12-month period to any one optionee must not exceed 5% of the issued and outstanding Common Shares.
The aggregate number of optioned Common Shares granted within a 12-month period to any one consultant must not exceed 2% of the issued and outstanding Common Shares.
The aggregate number of optioned Common Shares granted within a 12-month period to optionees who are employed to provide investor relations activities must not exceed 2% of the issued and outstanding Common Shares of the Company.
The aggregate number of optioned Common Shares granted within a 12-month period to insiders (as a group) of the Company must not exceed 10% of the issued and outstanding Common Shares.
The aggregate number of optioned Common Shares granted to insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares at any point in time.
The exercise price for options granted under the Option Plan will not be less than the market price of the Common Shares less applicable discounts permitted by the TSX-V.
Options may be exercisable for a term of up to ten years, subject to earlier termination in the event of death or the optionee’s cessation of services to the Company or to extension if the expiry date is within a trading blackout period imposed by the Company to that date which is 10 business days after the trading blackout.
Options do not have any dividend entitlements in the ordinary course. If a dividend is declared on the Common Shares and payable in Common Shares (other than in lieu of dividends declared in the ordinary course), the number of Common Shares subject to any option shall be adjusted accordingly (subject to TSX-V acceptance). In the event of a distribution of securities or property of the Company to all shareholders of the Company by way of dividend or otherwise (other than as a dividend in the ordinary course), the Committee, it its sole discretion, may adjust the exercise price of any option or number of Common Shares subject to any option (or both) subject to TSX-V acceptance.
Options granted under the Option Plan are non-assignable and non-transferable, except by will or the laws of descent and distribution.
Options granted to any optionee who is a director, officer, employee or consultant shall expire the earlier of: (a) that date which is 90 days after the optionee ceases to be in at least one of such categories unless an earlier date is provided for in the optionee’s option agreement; and (b) the expiry of the option period. The Committee may, in its sole discretion, extend the mentioned 90-day period in respect of any option for a specified period up to one year.

For so long as the Common Shares are listed on the TSX-V, any Common Shares issued pursuant to the exercise of options that (a) were granted to an optionee who was a director, officer, promoter, consultant or significant shareholder of the Company; or (b) had an exercise price per share that was less than the market price, would be subject to a four-month hold period commencing on the date of grant of the option.
The Committee may, subject to any necessary stock exchange or regulatory approvals, from time to time, without notice or approval of the optionees or of the shareholders of the Company, amend, modify, change, suspend or terminate the Option Plan or any options granted pursuant to the Option Plan as it, in its discretion, determines appropriate, provided, however that no such amendment, modification, change suspension or termination may adversely affect any outstanding options granted under the Option Plan without the consent of the optionee.
The vesting schedule for each option shall be determined by the Committee at the time the option is granted and shall be specified in the option agreement in respect of the option, with the exception that options granted to investor relations service providers must vest in stages over at least 12 months with no more than 25% of the options vesting in any three-month period. There can be no acceleration of the vesting requirement applicable to options granted to an investor relations service provider without the prior written approval of the TSX-V.
If there is a takeover bid or tender offer made for all or any of the issued and outstanding Common Shares, then the Committee may, by resolution, permit all outstanding options to become immediately exercisable in order to permit the Common Shares issuable under such options to be tendered to such bid or offer.
Where a Change of Control (as defined in the Option Plan) occurs, the Committee may, at its discretion, cause any and all outstanding options issued to optionees to automatically vest, whereupon such options may be exercised in whole or in part by any such optionee. There can be no acceleration of the vesting requirement applicable to options granted to an investor relations service provider without the prior written approval of the TSX-V.

Stock Option Plan of GUN

GUN has a “rolling 10%” Stock Option Plan (the “GUN Option Plan”), the purpose of which is to advance the interests of GUN by encouraging the directors, officers, employees and consultants of GUN to acquire GUN Common Shares, thereby increasing their proprietary interest in GUN, encouraging them to remain associated with GUN and furnishing them with additional incentive in their efforts on behalf of GUN in the conduct of their affairs. The GUN Option Plan was last approved by shareholders of GUN on December 12, 2024. The GUN Option Plan must be re-approved on an annual basis by the shareholders of GUN at each annual general meeting of GUN as required by the policies of the TSX-V.

The Board of Directors of GUN (the “GUN Board”), based on recommendations of GUN’s Governance and Compensation Committee where appropriate, determines which NEOs (and other persons) are entitled to participate in the GUN Option Plan; determines the number of options granted to such individuals; and determines the date on which each option is granted and vests, and the corresponding exercise price. Previous grants of option-based awards are taken into account when considering new grants.

The GUN Option Plan includes the following provisions:

The GUN Option Plan is administered by an “Administrator” which means the GUN Board or such committee of the GUN Board that the GUN Board has designated to administer the GUN Option Plan;
Options may be granted to employees, directors, executive officers and consultants of GUN;
Any options previously granted by GUN (the “Outstanding Options”) which were outstanding as at September 28, 2022 were deemed to have been issued under and will be governed by the GUN Option Plan, and in the event of any inconsistency between the terms of the agreements governing the Outstanding Options and the terms of the GUN Option Plan, the terms of such agreements shall govern;
The maximum number of GUN Common Shares issuable pursuant to options granted under the GUN Option Plan (and pursuant to any other Security Based Compensation Plans, as defined in TSX-V policies) is 10% of the issued and outstanding GUN Common Shares from time to time. The GUN Option Plan is currently the only Security Based Compensation Plan of GUN in effect;

The Administrator determines the number of options to be granted to a participant under the GUN Option Plan, subject to the following limits:
The maximum aggregate number of GUN Common Shares which may be issuable pursuant to all options granted within any 12-month period to any one optionee is 5% of the then issued and outstanding GUN Common Shares (on a non-diluted basis), unless GUN has obtained disinterested shareholder approval;
The maximum aggregate number of GUN Common Shares which may be issuable pursuant to all options granted within any 12-month period to any one consultant is 2% of the then issued and outstanding GUN Common Shares (on a non-diluted basis);
The maximum aggregate number of GUN Common Shares which may be issuable pursuant to all options granted within any 12-month period to optionees who are employed to provide investor relations activities is 2% of the then issued and outstanding GUN Common Shares (on a non-diluted basis);
The maximum aggregate number of GUN Common Shares which may be issuable pursuant to all options granted at any point in time to insiders (as a group) is 10% of the then issued and outstanding GUN Common Shares, unless GUN has obtained disinterested shareholder approval; and
The maximum aggregate number of GUN Common Shares which may be issuable pursuant to all options granted within any 12-month period to insiders (as a group) is 10% of the then issued and outstanding GUN Common Shares, unless GUN has obtained disinterested shareholder approval;
The exercise price for options granted under the GUN Option Plan will not be less than the market price of the GUN Common Shares less applicable discounts permitted by the TSX-V;
Options may be exercisable for a term of up to 10 years, subject to earlier termination in the event of death or the optionee’s cessation of services to GUN or to extension if the expiry date is within a trading blackout period imposed by GUN to that date which is 10 business days after the trading blackout;
Options granted under the GUN Option Plan are non-assignable and non-transferable, except by will or the laws of descent and distribution;
If an optionee ceases to be a director, officer, employee or consultant, as the case may be, of GUN for any reason (other than death or disability), the optionee may, but only within 30 days next succeeding ceasing to be a director, officer, employee or consultant, exercise options held to the extent that the optionee was entitled to exercise the options at the date of such cessation. The Administrator may, in its sole discretion, extend the mentioned 30-day period in respect of any option for a specified period up to one year;
In the event of the death or disability of an optionee, options previously granted to the optionee will be exercisable only within the 12 months next succeeding such death or cessation of service due to such disability, respectively;
For so long as the GUN Common Shares are listed on the TSX-V, any GUN Common Shares issued pursuant to the exercise of options that (a) were granted to an optionee who was a director, officer or significant shareholder of GUN; or (b) had an exercise price per share that was less than the last closing price of the GUN Common Shares on the TSX-V before such date of grant, would be subject to a four-month hold period commencing on the date of grant of the option. “Significant shareholder” means a person holding securities of GUN that carry more than 10% of the voting rights attached to GUN’s securities both immediately before and after the transaction in which securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of GUN;
The Administrator may, subject to any necessary stock exchange or regulatory approvals, from time to time, without notice or approval of the optionees or of the shareholders of GUN, amend, modify, change, suspend or terminate the GUN Option Plan or any options granted pursuant to the GUN Option Plan as it, in its discretion, determines appropriate, provided, however that no such amendment, modification, change, suspension or termination may adversely affect any outstanding options granted under the GUN Option Plan without the consent of the optionee. Disinterested shareholder approval is required for any reduction in the exercise price or the extension of the term of an option if the optionee is an insider of GUN at the time of the proposed amendment; and

The vesting schedule for each option shall be determined by the Administrator at the time the option is granted and shall be specified in the option agreement in respect of the option, with the exception that options granted to investor relations service providers must vest in stages over at least 12 months with no more than 25% of the options vesting in any three month period. There can be no acceleration of the vesting requirement applicable to options granted to an investor relations service provider. If no vesting provisions are specified by the Administrator, options granted under the GUN Option Plan shall vest as to 25% on each of the first, second, third and fourth anniversaries of the grant date.

Employment, Consulting and Management Agreements or Arrangements

Jean-Paul Tsotsos, Interim CEO and Vice President, Investor Relations & Corporate Development

On April 5, 2023, the Company entered into an executive employment agreement with Jean-Paul Tsotsos (the “Employment Agreement”) pursuant to which the Company agreed to employ Mr. Tsotsos as Vice President, Investor Relations & Corporate Development of the Company commencing on May 29, 2023 and pay salary in the amount of $220,000 per year less all applicable federal and provincial income tax withholdings, employment insurance, Canada Pension Plan deductions, any applicable benefit premiums and other applicable deductions. Immediately upon commencing employment, the Company granted Mr. Tsotsos stock options to acquire 100,000 Common Shares of the Company at an exercise price of $1.70 per Common Share.

The Company entered into an amendment to the Employment Agreement dated December 4, 2023, in connection with Mr. Tsotsos’ appointment as Interim CEO. Pursuant to the Amendment, Mr. Tsotsos’ salary was increased to $280,000 per year and he was granted an additional 200,000 options at an exercise price of $2.20 per Common Share. The salary is payable in equal monthly instalments in arrears and may be increased at the discretion of the Board of Directors. Mr. Tsotsos’ employment continues for an indefinite period.

Pursuant to the Employment Agreement, Mr. Tsotsos is entitled to additional stock option grants under the Company’s Option Plan and an annual bonus in the amount of 50% of Mr. Tsotsos’ annual salary subject to Mr. Tsotsos’ performance and the Company’s performance.

In the event that there is a (a) material diminution of Mr. Tsotsos’ title, authority, status, duties or responsibilities, (b) reduction of annual salary or reduction of benefits, or (c) material breach by the Company of the Employment Agreement, (collectively, a “Good Reason”), then Mr. Tsotsos may terminate the Employment Agreement and shall be entitled to severance (“Severance”) in the amount equal to the aggregate of (i) 9 months of Mr. Tsotsos’ current salary at the time of termination plus one month for each full year of employment completed with the Company following the start date to a maximum of fifteen (15) months. In addition, Mr. Tsotsos shall be entitled to the continuation of all employee benefit programs for the same period or, at Mr. Tsotsos’ election, payment in lieu thereof equal to the projected cost of maintaining Mr. Tsotsos in such plans. In the event that such termination were to occur as of December 31, 2024, Mr. Tsotsos would have been paid the amount of $233,333 pursuant to this provision.

Mr. Tsotsos may also terminate the Employment Agreement for any other reason, other than those reasons described above, by providing one month’s written notice to the Company.

The Company may terminate the Employment Agreement immediately upon written notice to Mr. Tsotsos for cause, immediately without notice upon death and at any time without cause by providing written notice to Mr. Tsotsos and paying Severance.

The Employment Agreement also provides that in the event that there is a change of control of the Company (as defined below) and either the Company terminates the Employment Agreement or Mr. Tsotsos resigns for Good Reason within six months of a change of control, then the Company shall pay to Mr. Tsotsos an amount equal to the aggregate of: (i) fifteen (15) months of Mr. Tsotsos’ annual salary at the time of the change of control; and (ii) the pro rata amount of the previous year’s annual bonus. If such termination were to occur as of December 31, 2024, Mr. Tsotsos would have been paid the amount of $350,000 pursuant to this provision.

For the purposes of the Employment Agreement, “change of control” means an occurrence (a) where less than 51% of the Board of Directors of the Company are composed of continuing directors; (b) where any person or persons acting jointly or in concert acquires more than 50% of the total voting rights attached to all classes of shares then outstanding in the Company having under all circumstances the right to vote on any resolution concerning the election of directors; or (c) where there is a sale or transfer of all or substantially all of the consolidated assets of the Company. For the purposes of the Employment Agreement, a “continuing director” is (i) an individual who is a member of the Board of Directors on the date of the Employment Agreement, or (ii) an individual who becomes a member of the Board of Directors subsequent to the date of the Employment Agreement with the approval of at least a majority of the Board at the date that the individual became a member of the Board, other than as a result of or in connection with a contested election of directors.

Commencing from the term of the Employment Agreement and ending two years following termination thereof, Mr. Tsotsos shall not, either individually or with any other person, whether as principal, agent, shareholder, officer, advisor, manager, employee or otherwise:

(a) acquire, lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights or other rights or lands necessary to develop any mineral property in which the Company and its affiliates at the time of termination holds or is actively seeking to acquire an interest or within a distance of five kilometres from any point on the outer perimeter of any such property,

(b) solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract or employment with any member of the Company and its affiliates, unless Mr. Tsotsos had a relationship with them prior to the commencement of Mr. Tsotsos’ employment with the Company, or

(c) impair or seek to impair the reputation of the Company and its affiliates, or any of its directors, officers or employees, or impair or seek to impair any relationships that the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with the Company and its affiliates does business or has contractual relations.

If, notwithstanding the prohibition set forth in the preceding paragraphs, Mr. Tsotsos acquires, leases or otherwise obtains or controls any interest, directly or indirectly, in breach of the preceding paragraph (a), Mr. Tsotsos shall notify the Company of such acquisition within the 30 days immediately following the date of such acquisition and Mr. Tsotsos shall, upon demand by the Company, convey or cause to be conveyed such interest to the Company as soon as practicable thereafter, in consideration of the payment by the Company to Mr. Tsotsos of the cost of acquisition.

P. Randy Reifel, Executive Chairman

Effective as of January 1, 2020, the Company and Brant Investments Ltd. (“Brant”) entered into a consulting agreement (the “Brant Consulting Agreement”) pursuant to which the Company agreed to pay Brant fees at the base rate of $200,000 per year, which amount was increased to $250,000 per year, effective January 1, 2021, subject to annual adjustment at the Board’s discretion, for the services of P. Randy Reifel as an executive officer and a director of the Company. The initial term of the Brant Consulting Agreement was for a period of one year commencing on January 1, 2020 and is automatically renewed on each anniversary thereafter, until otherwise terminated in accordance with the terms of the Brant Consulting Agreement.

In the event that the Company is in material default in respect of any payment of fees under the Brant Consulting Agreement which default has not been cured within 15 days of delivery of written notice to the Company in respect thereof, Brant may terminate its engagement by providing 30 days’ written notice to the Company. Brant may also terminate the Brant Consulting Agreement for any other reason, by providing 3 months’ written notice to the Company.

Under the Brant Consulting Agreement, if the Company terminates the services of Brant without cause, the Company shall pay to Brant upon termination an amount equal to three times (3x) the then applicable annual fee payable to Brant under the Brant Consulting Agreement. If such termination were to occur as of December 31, 2024, Brant would have been paid the amount of $750,000 pursuant to this provision.

The Brant Consulting Agreement also provides that in the event that there is a change of control of the Company (as defined below) and either the Company terminates the Brant Consulting Agreement within six months following such event or Brant terminates the Brant Consulting Agreement within three months of such event prior to Brant accepting renewed terms of engagement, then the Company shall pay to Brant an amount equal to three times (3x) of both the then applicable base rate annual fee payable to Brant under the Brant Consulting Agreement and any bonus paid or payable to Brant in respect of the most recently completed financial year. If such termination were to occur as of December 31, 2024, Brant would have been paid the amount of $750,000 pursuant to this provision.

For the purposes of the Brant Consulting Agreement, “change of control” means an occurrence (a) where less than 51% of the Board of Directors of the Company are composed of continuing directors; or (b) where any person or persons acting jointly or in concert acquires more than 50% of the total voting rights attached to all classes of shares then outstanding in the Company having under all circumstances the right to vote on any resolution concerning the election of directors. For the purposes of the Brant Consulting Agreement, a “continuing director” is (i) an individual who is a member of the Board of Directors on the day preceding the date on which a change of control occurs pursuant to paragraph (b) above after the date of the Brant Consulting Agreement, or (ii) an individual who becomes a member of the Board of Directors subsequent to the date of the Brant Consulting Agreement with the approval of at least a majority of the continuing directors who are members of the Board at the date that the individual became a member of the Board, provided always that any continuing director who abstained from voting in respect of or did not vote against the resolution of the Board appointing a member thereof subsequent to the date of the Brant Consulting Agreement, or who was not present at the meeting at which such

resolution was considered, shall for the purposes of the definition of “continuing director” be deemed to have given his approval to the appointment to the Board of such member.

Commencing from the term of the Brant Consulting Agreement and ending two years following termination thereof, Mr. Reifel shall not, either individually or with any other person, whether as principal, agent, shareholder, officer, advisor, manager, employee or otherwise:

(a) acquire, lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights or other rights or lands in any mineral property in which the Company holds or is actively seeking to acquire an interest or within a distance of five kilometres from any point on the outer perimeter of any such property,

(b) conduct any exploration or production activities or otherwise work on or in respect of any mineral property within a distance of five kilometres from any point on the outer perimeter of such property,

(c) solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract or employment with any member of the Company and its affiliates, or

(d) impair or seek to impair the reputation of any member of the Company and its affiliates, or impair or seek to impair any relationships that any member of the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with which any member of the Company and its affiliates does business or has contractual relations.

If, notwithstanding the prohibition set forth in the preceding paragraphs, Mr. Reifel acquires, leases or otherwise obtains or controls any interest, directly or indirectly, in breach of any of the preceding paragraphs, Mr. Reifel shall notify the Company of such acquisition within the 30 days immediately following the date of such acquisition and Mr. Reifel shall, upon demand by the Company, convey or cause to be conveyed such interest to the Company as soon as practicable thereafter, in consideration of the payment by the Company to Mr. Reifel of the cost of acquisition.

Navin Sandhu, Interim CFO and Controller

Effective April 1, 2023, the Company and Nava Financial Inc. (“Nava”) entered into a consulting agreement (the “Nava Consulting Agreement”) pursuant to which the Company agreed to pay Nava a fee of $13,750 per month plus GST for the services of Mr. Sandhu as Controller of the Company. The initial term of the Nava Consulting Agreement was for a period of 6 months, and automatically renewable for 12-month periods thereafter. Either party may terminate the Nava Consulting Agreement by giving 90-days written notice. Upon termination, the Company is responsible for paying any outstanding fees plus all accrued amounts up to the termination date. Nava is a wholly-owned company of Mr. Sandhu.

Mr. Sandhu does not have any formal arrangement with the Company regarding compensation received in connection with his position as Interim CFO.

Oversight and Description of Director and Named Executive Officer Compensation

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee in 2024 consisted of Christian Falck, Lian Li, Randy Buffington and John Perston, all of whom were considered independent directors in 2024. One of the primary functions of the Corporate Governance and Compensation Committee is to monitor and make recommendations to the Board of Directors in respect of the total compensation paid by the Company to its directors and executive officers.

The Compensation Committee reviews annually, and submits to the Board of Directors for its approval, the total compensation (including direct salary and annual bonus as well as long term stock-related incentive plans) paid to each executive officer of the Company and paid to members of the Board as directors after taking into account any director compensation guidelines established by the Board. In accordance with TSX-V policies, any compensation paid to a director or executive officer of the Company must be approved by the independent members of the Corporate Governance and Compensation Committee.

The Corporate Governance and Compensation Committee is responsible for reviewing and considering corporate goals and objectives relevant to compensation for all executive officers, evaluating the performance of each executive officer in light of those corporate goals and objectives, and determining (or making recommendations to the Board of Directors with respect to) the level of compensation for

the executive officers based on this evaluation. In considering compensation for the executive officers other than the President, the Corporate Governance and Compensation Committee is to take into account the recommendation of the President.

The Corporate Governance and Compensation Committee administers the Company’s stock option plan and makes decisions regarding option grants, including option terms and amendments, under the stock option plan, provided that, under the terms of the stock option plan, options for directors must be granted and approved by the Board of Directors.

There is no policy or target regarding cash and non-cash elements of the Company’s compensation program. The directors are of the view that all elements should be considered rather than any single element. No peer group is used when determining compensation. The Company does not currently provide the executive officers with personal benefits nor does the Company provide any additional compensation.

As an executive officer’s level of responsibility increases, a greater percentage of total compensation is based on performance (as opposed to base salary and standard employee benefits) as the mix of total compensation shifts towards a greater emphasis on bonus and stock options, thereby increasing the mutual interest between executive officers and shareholders. The level of base salary for each employee within a specified range is determined by past performance, as well as by the level of responsibility and the importance of the position to the Company.

With respect to long-term incentives, each year an executive may be awarded stock options. The amount of the long-term incentive is reviewed by the Corporate Governance and Compensation Committee for recommendation to the Board of Directors based on the philosophy, objectives and criteria outlined above, taking into account previous stock option grants.

For the 2024 financial year, the Company’s executive compensation consisted of a base salary and stock options. Salary compensation to the Named Executive Officers during the 2024 financial year were provided for under consulting arrangements or employment agreements with the Named Executive Officers or their management companies. See “Employment, Consulting and Management Agreements or Arrangements” for a description of the 2024 employment and consulting agreements for Messrs. Reifel, Sandhu and Tsotsos.

The Board, as recommended by the Compensation Committee, has adopted a structure which includes an annual $25,000 cash compensation as a director fee (for all non-executive directors) and an annual $25,000 cash compensation payable to the chairs of each committee. The Compensation Committee annually reviews and approves the fees paid to non-executive directors.

The Corporate Governance and Compensation Committee retained a compensation advisor for the purpose for reviewing its compensation policies and practices for its executive officers. The report was provided to the Committee in February 2022. The Committee plans to rely upon the recommendations in the report in settling its compensation policies and practices for its current financial year.

Pension Disclosure

The Company does not provide a pension to any director or NEO.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information on the Company’s equity compensation plans under which Common Shares are authorized for issuance as at December 31, 2024.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
The Company
Equity compensation plans approved by securityholders of the Company (Stock Option Plan)	2,425,000	$3.68	4,414,338^{(1)}
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	2,425,000		4,414,338
GUN
Equity compensation plans approved by securityholders of GUN (GUN Option Plan)	1,365,000	$0.60	3,761,993^{(2)}
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	1,365,000		3,761,993

(1) Based on the total number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Option Plan being 10% of the issued and outstanding Common Shares from time to time (being 68,393,384 Common Shares as at December 31, 2024).

(2) Based on the total number of GUN Common Shares to be reserved and authorized for issuance pursuant to options granted under the GUN Option Plan being 10% of the issued and outstanding GUN Common Shares from time to time (being 51,269,933 GUN Common Shares as at December 31, 2024).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date hereof, no director or executive officer of the Company, no proposed nominee for election as a director of the Company, no associate of any such director, executive officer or proposed nominee (including companies controlled by them), no employee of the Company or any of its subsidiaries, and no former executive officer, director or employee of the Company or any of its subsidiaries, is indebted to the Company or any of its subsidiaries (other than for “routine indebtedness” as defined under applicable securities legislation) or is indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (i.e. insider) of the Company, no proposed director of the Company, and no associate or affiliate of any informed person or proposed director has had any material interest, direct or indirect, in any transaction since January 1, 2024 or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Company are to any substantial degree performed by a person other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of "Rolling 10%" Stock Option Plan

On April 12, 2021, the Board of Directors adopted the Option Plan which was last approved by shareholders on June 18, 2024. The Option Plan is a "rolling 10%" stock option plan pursuant to which up to 10% of the Company's issued and outstanding Common Shares from time to time may be reserved for issuance pursuant to stock options granted or subject to the Option Plan. The Option Plan must be re-approved on an annual basis by the shareholders at each annual general meeting of the Company as required by the policies of the TSX-V.

A copy of the Option Plan may be obtained by sending a written request to the Interim Chief Executive Officer of the Company at the Company's head office located at #201-1512 Yew Street, Vancouver, British Columbia, Canada V6K 3E4. For a summary of the material features of the Option Plan, see "Director and Named Executive Officer Compensation — Stock Option Plans and Other Incentive Plans — Stock Option Plan".

The text of the proposed resolution to approve and confirm the Option Plan (the "Stock Option Plan Resolution") is as follows:

"BE IT RESOLVED THAT the Company's Stock Option Plan, previously approved by the shareholders of the Company, is hereby approved and confirmed and that the Board of Directors of the Company be authorized to make any changes thereto as may be required by the TSX Venture Exchange."

A simple majority of the votes cast at the Meeting (in person or by proxy) is required in order to pass the Stock Option Plan Resolution. If the above resolution in respect of the Option Plan is not approved by the shareholders of the Company, the Company will not grant or issue further options under the Option Plan until the requisite shareholder approval has been obtained.

The Board of Directors recommends a vote "FOR" the approval of the Stock Option Plan Resolution. In the absence of instructions to the contrary, the persons named in the form of proxy intend to vote FOR the approval of the Stock Option Plan Resolution.

Advance Notice Policy

Background

On February 25, 2025, the Board of Directors adopted an advance notice policy (the "Advance Notice Policy") for the Company, a copy of which is attached as Appendix C to this Information Circular, for which shareholder approval will be sought at the Meeting.

Purpose of the Advance Notice Policy

The directors of the Company are committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.

The purpose of the Advance Notice Policy is to provide shareholders, directors and management of the Company with a clear framework for nominating directors. The Advance Notice Policy fixes a deadline by which holders of record of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a

shareholder must include in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

Terms of the Advance Notice Policy

The following is a summary of the Advance Notice Policy and is qualified in its entirety by the full text of the Advance Notice Policy, a copy of which is attached as Appendix C to this Information Circular.

The Advance Notice Policy provides that advance notice to the Company must be made in circumstances where nominations of persons for election to the Board of Directors of the Company are made by shareholders of the Company other than pursuant to: (i) a “proposal” made in accordance with Division 7 of the Business Corporations Act (British Columbia); or (ii) a requisition of the shareholders made in accordance with section 167 of such Act.

Among other things, the Advance Notice Policy fixes a deadline by which holders of record of Common Shares must submit director nominations to the Chairman of the Board of Directors or the Chief Executive Officer of the Company prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the Chairman of the Board of Directors or Chief Executive Officer (as the case may be) of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Advance Notice Policy.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 35 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Board of Directors may, in its sole discretion, waive any requirement of the Advance Notice Policy.

Resolution to Approve Advance Notice Policy

If the Advance Notice Policy is approved at the Meeting, the Advance Notice Policy will continue to be effective and in full force and effect in accordance with its terms and conditions. The Advance Notice Policy will be subject to an annual review by the Board of Directors of the Company, and will be updated to the extent needed to reflect changes required by securities regulatory agencies or stock exchanges and to address changes in industry standards from time to time as determined by the Board.

If the Advance Notice Policy is not approved at the Meeting, the Advance Notice Policy will terminate and be of no further force or effect from and after the termination of the Meeting.

At the Meeting, the shareholders will be asked to approve the following by ordinary resolution (the “Advance Notice Policy Resolution”):

“BE IT RESOLVED THAT:

The Company’s Advance Notice Policy (the “Advance Notice Policy”) as set forth in the Company’s Information Circular dated May 6, 2025 be and is hereby approved, ratified and confirmed;
The Board of Directors of the Company be authorized in its absolute discretion to administer the Advance Notice Policy and amend or modify the Advance Notice Policy in accordance with its terms and conditions to the extent needed to reflect changes required by securities regulatory agencies or stock exchanges and to address changes in industry standards from time to time as determined by the Board of Directors, or as otherwise determined to be in the best interests of the Company and its shareholders; and
Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions.”

A simple majority of the votes cast at the Meeting (in person or by proxy) is required in order to pass the Advance Notice Policy Resolution.

The Board of Directors recommends a vote “FOR” the approval of the Advance Notice Policy Resolution. In the absence of instructions to the contrary, the persons named in the form of proxy intend to vote FOR the approval of the Advance Notice Policy Resolution.

OTHER MATTERS

Management of the Company is not aware of any other matters to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy form to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.

Financial information relating to the Company is provided in the Company’s comparative consolidated financial statements and management’s discussion and analysis for its financial year ended December 31, 2024, which are available on SEDAR+ at www.sedarplus.ca and may also be obtained by sending a written request to the Interim Chief Executive Officer of the Company at the Company’s head office located at #201-1512 Yew Street, Vancouver, British Columbia, Canada V6K 3E4.

DATED as of the 6th day of May, 2025.

BY ORDER OF THE BOARD

“P. Randy Reifel”

P. RANDY REIFEL
Executive Chairman

APPENDIX A

CHESAPEAKE GOLD CORP.

NOTICE OF CHANGE OF AUDITOR
PURSUANT TO SECTION 4.11 OF NATIONAL INSTRUMENT 51-102
OF THE CANADIAN SECURITIES ADMINISTRATORS

To: British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities (Newfoundland & Labrador)
Office of the Superintendent of Securities (Yukon)
Office of the Superintendent of Securities (Nunavut)
Office of the Superintendent of Securities (The Northwest Territories)

And to: Doane Grant Thornton LLP, Toronto, Ontario

And to: BDO Canada LLP, Vancouver, British Columbia

Re: Notice of Change of Auditor pursuant National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)

Chesapeake Gold Corp. (the “Company”) hereby provides notice pursuant to section 4.11 of NI 51-102 of a change in the auditor of the Company from Doane Grant Thornton LLP, Toronto, Ontario to BDO Canada LLP of Vancouver, British Columbia (“BDO”) and confirms the following:

The Company determined that Doane Grant Thornton LLP will not be proposed for reappointment as the auditor of the Company on the expiry of its term of office at the next annual general meeting of shareholders of the Company (or any adjournment thereof) scheduled to be held on June 18, 2025 (the “Meeting”);
The Company will propose that the shareholders of the Company appoint at the Meeting BDO as the successor auditor of the Company;
The termination of Doane Grant Thornton LLP and the proposed appointment of BDO have been considered and approved by the Company’s Audit Committee and Board of Directors on April 28, 2025 with effect on the date of the Meeting;
There were no modified opinions expressed in the auditor’s reports of Doane Grant Thornton LLP on the annual financial statements of the Company for the financial years ended December 31, 2023 and 2024; and

In the opinion of the Company, there are no “reportable events” (as that term is defined in NI 51-102).

The Company requests that each of Doane Grant Thornton LLP and BDO review this Notice and provide the Company on or before May 5, 2025 with a letter addressed to the applicable securities commissions stating whether it (i) agrees, (ii) disagrees (and the reasons why), or (iii) has no basis to agree or disagree with the above statements in accordance with section 4.11 of NI 51-102.

DATED at Vancouver, British Columbia as of the 30th of April, 2025.

CHESAPEAKE GOLD CORP.

Per:

"Navin Sandhu"

Navin Sandhu

Interim Chief Financial Officer

Doane Grant Thornton LLP

May 5, 2025

To: British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities (Newfoundland and Labrador)
Office of the Superintendent of Securities (Yukon)
Office of the Superintendent of Securities (Nunavut)
Office of the Superintendent of Securities (The Northwest Territories)

Doane Grant Thornton LLP
11th Floor
200 King Street West, Box 11
Toronto, ON
M5H 3T4
T +1 416 366 0100
F +1 416 360 4949

Re: Notice of Change of Auditor – Chesapeake Gold Corp.

As required by subparagraph (5)(a)(ii) of section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of Chesapeake Gold Corp. dated April 30, 2025 (the "Notice") and, based on our knowledge of such information at this time, we agree with the statements made in the Notice.

Yours sincerely,

Doane Grant Thornton LLP

Chartered Professional Accountants, Licensed Public Accountants
Toronto, Ontario

Audit • Tax • Advisory
Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

BDO

Tel: (604) 688-5421
Fax: (604) 688-5132
www.bdo.ca

BDO Canada LLP
Royal Centre, 1055 West Georgia Street
Unit 1100, P.O. Box 11101
Vancouver, British Columbia
V6E 3P3

May 5, 2025

British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities (Newfoundland & Labrador)
Office of the Superintendent of Securities (Yukon)
Office of the Superintendent of Securities (Nunavut)
Office of the Superintendent of Securities (The Northwest Territories)

Dear Sirs/Mesdames:

Re: Chesapeake Gold Corp. (the "Company")

As required under section 4.11 of National Instrument 51-102, we have read the Company's Change of Auditor Notice dated April 30, 2025 (the "Notice").

We confirm our agreement with the information contained in the Notice pertaining to our firm.

Yours very truly,

BDO Canada LLP

Chartered Professional Accountants

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

APPENDIX B
CHESAPEAKE GOLD CORP.
(the “Company”)
AUDIT COMMITTEE CHARTER

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors (“Board”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The 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 systems and review the Company’s financial statements;
review and appraise the performance of the Company’s external auditor; and
provide an open avenue of communication among the Company’s auditor, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of a minimum of three directors as determined by the Board, which directors may be “non-independent” directors so long as the Company is a “Venture Issuer” within the meaning of applicable securities legislation. A quorum of the Committee shall be a majority of the members. Each member will be a member of the Board. In the event of an equality of votes, the Chair of the Committee shall not have a second casting vote.

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 Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet at least once annually, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer (or such person acting in that capacity) and the external auditor in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) review and update, if applicable or necessary, this Audit Committee Charter annually; and

(b) review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditor.

B-1

B-2

2. External Auditor

(a) review annually, the performance of the external auditor who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;

(b) obtain annually, a formal written statement of external auditor setting forth all relationships between the external auditor and the Company;

(c) review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;

(d) take, or recommend that the Board take, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;

(e) recommend to the Board the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval;

(f) recommend to the Board the compensation to be paid to the external auditor;

(g) at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;

(h) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

(i) review with management and the external auditor the audit plan for the year-end financial statements; and

(j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent (5%) of the total amount of fees paid by the Company to its external auditor during the fiscal year in which the non-audit services are provided,

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services, and

(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting & Internal Controls

(a) in consultation with the external auditor, review with management the integrity of the Company’s financial reporting process, both internal and external;

(b) consider the external auditor’s judgements about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;

(c) consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditor and management;

(d) review significant judgements made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgements;

(e) following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

(f) review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;

(g) review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;

(h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

(i) review certification process;

(j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

(k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

(a) review any related-party transactions;

(b) engage independent counsel and other advisors as it determines necessary to carry out its duties; and

B-3

APPENDIX C
CHESAPEAKE GOLD CORP.
(the “Company”)
ADVANCE NOTICE POLICY

INTRODUCTION

The Company is committed to: 1) facilitating an orderly and efficient process for holding annual general meetings and, when the need arises, special meetings of its shareholders; 2) ensuring that all shareholders receive adequate advance notice of the director nominations and sufficient information regarding all director nominees; and 3) allowing shareholders to register an informed vote for directors of the Company after having been afforded reasonable time for appropriate deliberation.

A. PURPOSE

The purpose of this Advance Notice Policy (the "Policy") is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. This Policy fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

It is the position of the board of directors of the Company (the "Board") that this Policy is in the best interests of the Company, its shareholders and other stakeholders. This Policy will be subject to an annual review by the Board, which shall revise the Policy if required to reflect changes by securities regulatory authorities or applicable stock exchanges and to address changes in industry standards from time to time as determined by the Board.

B. NOMINATIONS OF DIRECTORS

Nominations of persons for election to the Board may be made at any annual meeting of shareholders of the Company, or at any special meeting of shareholders of the Company if one of the purposes for which the special meeting is called is the election of directors. Only persons who are qualified to act as directors under the Business Corporations Act (British Columbia) (the "Act") and who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. At any such annual or special meeting of shareholders of the Company, nominations of persons for election to the Board may be made only:

a) by or at the direction of the Board, including pursuant to a notice of meeting;
b) by or at the direction or request of one or more shareholders pursuant to a valid "proposal" as defined in the Act and made in accordance with Part 5, Division 7 of the Act;
c) pursuant to a requisition of the shareholders that complies with and is made in accordance with section 167 of the Act, as such provisions may be amended from time to time; or
d) by any person (a "Nominating Shareholder") who:

i. at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below and at the close of business on the record date fixed by the Company for such meeting, (A) is a "registered owner" (as defined in the Act) of one or more shares of the Company carrying the right to vote at such meeting, or (B) beneficially owns shares carrying the right to vote at such meeting and provides evidence of such ownership that is satisfactory to the Company, acting reasonably. In cases where a

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Nominating Shareholder is not an individual, the notice referred to in paragraph 4 must be signed by an authorized representative, being a duly authorized director, officer, manager, trustee or partner of such entity who provides such evidence of such authorization that is satisfactory to the Company, acting reasonably; and

ii. in either case, complies with the notice procedures set forth below in this Policy.

In addition to any other requirements under applicable laws, for a nomination to be validly made by a Nominating Shareholder in accordance with this Policy, the Nominating Shareholder must have given notice thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the Chairman of the Board or the Chief Executive Officer of the Company at the principal executive offices of the Company.
To be timely, a Nominating Shareholder’s notice to the Chairman of the Board or the Chief Executive Officer of the Company must be made:

a) in the case of an annual meeting of shareholders, not less than 35 days prior to the date of the annual meeting of shareholders; provided, however, that if the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement (as defined in paragraph 6(c)) of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth day following the Notice Date; and

b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

In the event of an adjournment or postponement of a meeting of shareholders or the announcement thereof, any reference to the date of an annual general meeting of shareholders or a special meeting in this paragraph 3 shall be deemed to refer to the date of the adjourned or postponed meeting.

To be in proper written form, a Nominating Shareholder’s notice must be addressed to the Chairman of the Board or the Chief Executive Officer of the Company and must set forth:

a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director:

i. the name, age, business address and residential address of the person;

ii. the present principal occupation or employment of the person and the principal occupation or employment within the five years preceding the notice;

iii. the citizenship of such person;

iv. the class or series and number of shares in the capital of the Company which are, directly or indirectly, controlled or directed or which are owned, beneficially or of record, by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

v. the amount and material terms of any other securities, including any options, warrants or convertible securities which are, directly or indirectly, controlled or directed or which are owned, beneficially or of record, by the person as of the record date for the meeting of

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shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

vi. a statement as to whether such person would be “independent” of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110, Audit Committees, of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination; and

vii. a statement that the person is not prohibited or disqualified from acting as a director of the Company under the Act, Applicable Securities Laws (as defined in paragraph 6(a)) or any other legislation.

b) the full particulars regarding any oral or written proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company; and

c) any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.

Such Nominating Shareholder’s notice must be accompanied by a written consent to act as a director of the Company as required under section 121 of the Act, duly signed by the person being nominated for election as a director.

In addition, the Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that would reasonably be expected to be material to a reasonable shareholder’s understanding of the experience, independence and/or qualifications, or lack thereof, of such proposed nominee. As soon as practicable following receipt of a Nominating Shareholder’s notice (and such other information referred to above, as applicable) that complies with this Policy, the Company shall publish the details of such notice through a public announcement.

No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Policy; provided, however, that nothing in this Policy shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or at the discretion of the chairman of the meeting. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the provisions of this Policy and, if the chairman of the meeting determines that any proposed nomination was not made in compliance with this Policy, to declare that such defective nomination shall be disregarded.
For purposes of this Policy:

a) “Applicable Securities Laws” means, collectively, the applicable securities statutes of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each relevant province and territory of Canada.

b) “business day” means any day other than Saturday, Sunday or any statutory holiday in the City of Vancouver, British Columbia, Canada.

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c) "public announcement" means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on SEDAR+ at www.sedarplus.ca.

Notwithstanding any other provision of this Policy, notice given to the Chairman of the Board or the Chief Executive Officer of the Company pursuant to this Policy may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Chairman of the Board or the Chief Executive Officer of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Chairman of the Board or the Chief Executive Officer of the Company at the address of the principal executive offices of the Company, sent by electronic transmission (provided that receipt of confirmation of such transmission has been received) or received by email (at the address as aforesaid); provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Pacific Time) on a business day, then such delivery or electronic communication shall be deemed to have been made on the next business day.
Notwithstanding the foregoing, the Board may, in its sole discretion, waive any provision or requirement of this Policy.

C. GOVERNING LAW

This Policy shall be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

D. EFFECTIVE DATE

This Policy was approved and adopted by the Board on February 25, 2025 and is and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date, provided that if this Policy is not ratified and approved by an ordinary resolution of shareholders of the Company at the Company's next shareholder meeting following the effective date of this Policy, the Policy shall, from and after the date of such shareholder meeting, cease to be of any force and effect.

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AI assistant

Chesapeake Gold Corp. — Proxy Solicitation & Information Statement 2025

45246_rns_2025-05-08_6527c4e7-f0ee-40da-a6de-2fa7a7d5b816.pdf

NOTICE OF

Interim Chief Executive Officer's Letter

Non-Registered Holders

Revocability of Proxies

Voting of Proxies

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

VOTES NECESSARY TO PASS RESOLUTIONS AT THE MEETING

APPOINTMENT OF AUDITOR

ELECTION OF DIRECTORS

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-approval Policies and Procedures for Non-Audit Services

External Auditor Service Fees (By Category)

Venture Issuers Exemption

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation Excluding Compensation Securities

Named Executive Officers

External Management Companies

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Stock Option Plan of the Company

Stock Option Plan of GUN

Employment, Consulting and Management Agreements or Arrangements

Jean-Paul Tsotsos, Interim CEO and Vice President, Investor Relations & Corporate Development

P. Randy Reifel, Executive Chairman

Navin Sandhu, Interim CFO and Controller

Oversight and Description of Director and Named Executive Officer Compensation

Corporate Governance and Compensation Committee

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of "Rolling 10%" Stock Option Plan

Advance Notice Policy

Background

Purpose of the Advance Notice Policy

Terms of the Advance Notice Policy

Resolution to Approve Advance Notice Policy

OTHER MATTERS

ADDITIONAL INFORMATION

Mandate

Composition

Meetings

Responsibilities and Duties

2. External Auditor

INTRODUCTION

A. PURPOSE

B. NOMINATIONS OF DIRECTORS

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Chesapeake Gold Corp. Proxy Solicitation & Information Statement 2025