Desert Gold Ventures Inc. — Proxy Solicitation & Information Statement 2025

Sep 25, 2025

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON OCTOBER 16th 2025

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of Desert Gold Ventures Inc. (the "Company", "we", "our" or "Desert Gold") will be held at Suite 210, 9648-128th Street, Surrey, B.C., V3T 2X9. on Thursday, October 16, 2025 at 9:30 a.m. (Vancouver time) for the following purposes:

1. To receive the audited financial statements of the Company for the year ended December 31, 2024 and the report of the auditor on those statements;
2. To fix the number of directors for the ensuing year at five (5);
3. To elect directors for the ensuing year;
4. To appoint the auditor for the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
5. To approve the Stock Option Plan;
6. To transact such other business as may properly come before the Meeting or any adjournments thereof.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the Circular (the "Circular") and enclosed proxy (the "Proxy") and then complete, sign, date and return the Proxy, together with the power of attorney or other authority, if any, under which it was signed, or a notarized certified copy, to the Company's registrar and transfer agent, Odyssey Trust Company, at 350 - 409 Granville Street Vancouver, B.C. V6C 1T2 at least 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment.

As set out in the notes to the Proxy, the Proxy is solicited by management, but you may amend it, if you desire, by striking out the names listed on it and inserting in the space provided the name of the person you wish to represent you at the Meeting.

If you are a non-registered shareholder and you plan to attend the Meeting, please follow the instructions set out in this Circular, and on the form of proxy or voting instruction form you received, to ensure that your shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Surrey, British Columbia, September 8, 2025

CIRCULAR

The information contained in this Circular, unless otherwise indicated, is as of September 8, 2025.

This Circular is being mailed by Odyssey Trust Company, on behalf of management of the Company, to everyone who was a shareholder of record on September 8, 2025, which is the date set in accordance with regulations to determine the shareholders who are entitled to receive notice of the meeting.

The Company is mailing this Circular in connection with the solicitation of proxies by and on behalf of the Company's management for use at the annual general meeting (the "Meeting") of the shareholders that is to be held on Thursday, October 16, 2025 at 9:30 a.m. (Vancouver time) at Suite 210, 9648-128th Street, Surrey, B.C., V3T 2X9.

The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.