ESGold Corp. — Proxy Solicitation & Information Statement 2025

Nov 14, 2025

ESGOLD CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting (the “Meeting”) of the shareholders of ESGold Corp. (the “Company”) will be held at 10991 Shellbridge Way #300, Richmond, BC V6X 3C6 on December 11, 2025 at 1:00 p.m. (PST) for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company for the financial year ended June 30, 2025, together with the auditor’s report thereon (the “Annual Financial Statements”) and the related management discussion and analysis (the “MD&A”).
2. To elect directors of the Company for the ensuing year.
3. To appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration.
4. To consider and, if deemed advisable, to pass an ordinary resolution the full text of which is set forth in the Information Circular and proxy statement, adopting and re-approving the 20% fixed stock option plan of the Company and authorizing the Company’s board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of applicable securities regulatory authorities or stock exchanges.
5. To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or at any adjournment or postponement thereof.

An Information Circular accompanies this Notice and contains details of the matters to be considered at the Meeting.

A copy of the Annual Financial Statements and MD&A can be requested from the Company, and copies are available on SEDAR+ at www.sedarplus.ca.

Registered shareholders who are unable to attend the Meeting in person and wish to ensure that their shares will be voted at the Meeting, must complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy.

If your shares are held in a brokerage account you are not a registered shareholder. Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting.

DATED at Vancouver, British Columbia, this 11th day of November, 2025.

BY ORDER OF THE BOARD

“Gordon Robb”

Gordon Robb
Chief Executive Officer and Director