Evergold Corp. — Proxy Solicitation & Information Statement 2023

Sep 8, 2023

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of Evergold Corp. (the “ Corporation ”) will be held at the offices of the solicitors of the Corporation at 1601-110 Yonge Street, Toronto, ON, M5C 1T4 on October 10, 2023 at 12:00 p.m. (Toronto time), for the following purposes, all as more particularly described in the enclosed management information circular (the “ Circular ”):

1. to consider, and if thought advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders to approve an option agreement between the Corporation and two directors of the Corporation, which is a reviewable transaction and a related party transaction and thus requires disinterested shareholder approval as per the policies of the TSX Venture Exchange, which will result in the Corporation acquiring an option to acquire certain mineral claims in the Omineca Mining District in central British Columbia, all as more particularly described in the Circular.

2. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is August 25, 2023 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

Notice and Access

The Corporation has elected to use the notice-and-access process (“ Notice-and-Access ”) that came into effect on February 11, 2013 under NI 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) and National Instrument 51-102 – Continuous Disclosure Obligations , for distribution of this Circular and other meeting materials to registered Shareholders of the Corporation and Non-Registered Holders (as defined herein). Notice-andAccess allows issuers to post electronic versions of meeting materials, including circulars, annual financial statements and management discussion and analysis, online, via SEDAR+ and one other website, rather than mailing paper copies of such meeting materials to Shareholders. The Corporation anticipates that utilizing the Notice-and-Access process will substantially reduce both postage and printing costs.

Meeting materials including the Circular are available on the Corporation’s website at www.evergoldcorp.ca and on the Corporation’s SEDAR+ profile at www.sedarplus.ca.

Although the Circular and related materials (collectively, the “ Meeting Materials ”) will be posted electronically online, as noted above, the registered Shareholders and Non-Registered Holders (subject to the provisions set out below under the heading “ Notice to Beneficial Holders of Common Shares ”) will receive a “notice package” (the “ Notice-and-Access Notification ”), by prepaid mail, which includes the information prescribed by NI 54-101, and a proxy form or voting instruction form from their respective intermediaries. Shareholders should follow the instructions for completion and delivery contained in the proxy or voting instruction form. Shareholders are reminded to review the Circular before voting. Management of the Corporation does not intend to

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pay for intermediaries to forward the Notice-and-Access Notification to OBOs (as defined herein) under NI 54-101, and therefore an OBO will not receive the Notice-and Access Notification unless the OBO’s intermediary assumes the cost of delivery. Shareholders will not receive a paper copy of the Meeting Materials unless they request paper copies from the Corporation. Requests for paper copies of the Meeting Materials must be received at least five (5) business days in advance of the proxy deposit date and time, being 12:00 p.m. (Toronto time) on October 5, 2023 and the Corporation will mail the requested materials within three (3) business days of the request. Shareholders with questions about Notice-and Access may contact the Corporation the Corporation at info@evergoldcorp.ca or call toll free at 1-888-DSA-CORP (372-2677).

Voting

All Shareholders are invited to attend the Meeting and may attend in person or may be represented by proxy . A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

Shareholders who are unable to attend the Meeting in person, or any adjournments or postponements thereof, are requested to complete, date and sign the enclosed form of proxy (registered holders) or voting instruction form (beneficial holders) and return it in the envelope provided. To be effective, the enclosed form of proxy or voting instruction form must be mailed or faxed so as to reach or be deposited with Marrelli Trust Company Limited, the Corporation’s transfer agent (in the case of registered holders) at Marrelli Trust Company Limited, c/o Marrelli Transfer Services Corp., 82 Richmond Street East, 2nd Fl., Toronto, Ontario M5C 1P1; Fax: 416-360-7812, or voted online at https://www.voteproxy.ca/ not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof (the “ Proxy Deadline ”), or to your intermediary (in the case of beneficial holders) with sufficient time for them to file a proxy by the Proxy Deadline. SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

Dated this 25[th] day of August, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“ Kevin M. Keough ”

Kevin M. Keough President, Chief Executive Officer and Director

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