Cleghorn Minerals Ltd. — Proxy Solicitation & Information Statement 2025

Sep 8, 2025

CLEGHORN MINERALS

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO: All holders of common shares of Cleghorn Minerals Ltd. ("Cleghorn" or the "Company")

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (the "Meeting") of the shareholders of Cleghorn will be held on Friday, October 3, 2025, at 2:00 p.m. (Eastern time) at 2772 chemin Sullivan, Val-d'Or, Québec, and by telephone conference call (see below) for the following purposes:

1. to receive the audited financial statements for the fiscal year ended March 31, 2025, and the report of our auditor on those statements;
2. to elect directors for the ensuing year;
3. to appoint Raymond Chabot Grant Thornton LLP as auditor of Cleghorn;
4. to approve certain amendments to Cleghorn’s stock option plan, as more particularly described in the accompanying management information circular; and
5. consider any other proper business.

Details of all matters proposed to be put before the Meeting are set forth in the accompanying Circular and form of proxy and should be read in conjunction with this Notice.

In order to participate in the Meeting via teleconference, shareholders must pre-register 15 minutes before the start of the Meeting at https://dpregister.com/sreg/10202218/ffbdd33736. Upon registration, participants will receive an individual pin and passcode to access the Meeting via teleconference, along with a toll free phone number to call.

DATED at Val-d'Or, Québec, this 28th day of August, 2025.

BY ORDER OF THE BOARD

(signed) “Glenn J. Mullan”

Glenn J. Mullan
President, Chief Executive Officer and Director

If you cannot attend, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions. Please complete, date and sign your form of proxy and return it by mail or fax to our transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 (facsimile numbers: within North America 1-866-249-7775; outside North America 1-416-263-9524); or vote by telephone or through the Internet following the instructions on the form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 2:00 p.m. (Eastern) on Wednesday, October 1, 2025, or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned Meeting. If you are not a registered shareholder, please refer to the accompanying Circular for information on how to vote your shares.