Chesapeake Gold Corp. — Proxy Solicitation & Information Statement 2025

May 8, 2025

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:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2024, and the auditor’s report thereon;
2. to fix the number of directors to be elected at the Meeting at six and to elect six directors for the ensuing year;
3. to appoint the Company’s new auditor for the ensuing year;
4. to approve the Company’s “rolling 10%” stock option plan;
5. to approve the Company’s advance notice policy for nomination of directors; and
6. 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 invest@chesapeakegold.com 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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