Full Metal Minerals Ltd. — Proxy Solicitation & Information Statement 2025

Jan 28, 2025

LODE GOLD RESOURCES INC.
100 King St. West, Suite 5700
Toronto, Ontario M5X 1C7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF LODE GOLD SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the holders (the "Lode Gold Shareholders") of common shares ("Lode Gold Shares" or "Shares") of Lode Gold Resources Inc. (the "Company" or "Lode Gold"), the holders (the "Lode Gold Optionholders") of options ("Lode Gold Options" or "Options") to purchase Lode Gold Shares and the holders (the "Lode Gold Warrantholders") of warrants ("Lode Gold Warrants") to purchase Lode Gold Shares (Lode Gold Shareholders, Lode Gold Optionholders and Lode Gold Warrantholders together referred to as the "Lode Gold Securityholders") will be held at 810 - 150 9th Ave SW, Calgary, AB, T2P 3H9, at 10:00 a.m. (Calgary Time) on March 10, 2025.

At the Meeting, Shareholders will receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the report of the auditor thereon and will be asked to vote on the following:

1. to appoint McGovern Hurley LLP as auditor of the Company for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditor;
2. to fix the number of directors at six;
3. to elect directors for the ensuing year;
4. to consider, and if thought fit, to pass, with or without variation, a special resolution approving the continuance of the Company out of the jurisdiction of Alberta under the Business Corporations Act (Alberta) (the "ABCA") and into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) (the "BCBCA" or "Act") and the repeal and replacement of the Company's articles and by-laws in connection therewith with new notice of articles and articles, respectively, as more particularly described in the accompanying management information circular (the "Circular");
5. to consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the Company's new Long-Term Incentive Plan, as more particularly set out in the Circular;
6. to transact such further or other business as may properly come before the Meeting and any adjournment(s) thereof.

At the Meeting, Lode Gold Securityholders, voting as a single class, will be asked to vote on the following:

1. to consider and, if thought fit, to pass, with or without variation, a special resolution (the "Arrangement Resolution") authorizing and approving an arrangement (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia) among the Company, 1475039 B.C. Ltd. ("Spin Co") and Great Republic Mining Corp. ("GRM"), the full text of which is set forth in Schedule "A" to this Circular under the heading "Form of Arrangement Resolution".

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular. The audited consolidated financial statements and the Company's related management's discussion and analysis ("MD&A") for the fiscal year ended December 31, 2023 are available upon request to the Company and they can be found on SEDAR+ at www.sedarplus.com.

Lode Gold is using notice-and-access to provide Lode Gold Shareholders with electronic access to this Notice and the Information Circular (collectively, the "Lode Gold Meeting Materials"), instead of mailing paper copies. The Lode Gold Meeting Materials are available on Lode Gold's profile on www.sedarplus.ca and on Lode Gold's website (https://lode-gold.com/investors/2024-agm/). Lode Gold Shareholders will receive a notice in the mail giving instructions on how to request a paper copy of the Information Circular free of charge.

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The board of directors of the Company (the "Board") has by resolution fixed the close of business on January 20, 2025 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Shareholders are encouraged to vote on the matters BEFORE the Meeting by proxy to ensure that their votes are properly counted. Those Shareholders who are unable to attend the Meeting are requested to read the notes to the enclosed form of proxy and then to, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this notice.

Proxies to be used at the Meeting must be completed, dated, signed and returned to Odyssey Trust Company at Trader's Bank Building, 702 – 67 Yonge Street, Toronto, Ontario, M5E 1J8 no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or an adjournment or postponement thereof. Registered Shareholders (as defined in the Circular) may also email their proxy to proxy@odysseytrust.com or use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions using the 12-digit control number located at the bottom of their proxy. A proxy must be executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a company, under its seal by an officer or attorney thereof duly authorized.

Non-Registered Shareholders (as defined in the Circular) who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

AND TAKE NOTICE that dissenting shareholders in respect of the proposed Arrangement are entitled to be paid the payout value of their shares in accordance with section 191 of the Business Corporations Act (Alberta). Pursuant to the Interim Order (as defined in the Circular) of the Supreme Court of British Columbia dated January 16, 2025, a registered holder of common shares of the Company may until 10:00 a.m. (Calgary Time) on the day which is two days immediately preceding the date of the Meeting give the Company a notice of dissent in the manner provided for in the Interim Order with respect to the Arrangement Resolution. As a result of giving a notice of dissent, a shareholder may, on receiving a notice of implementation of the Arrangement Resolution, require the Company to purchase all of the common shares held by such shareholder in respect of which the notice of dissent was given. These dissent rights are described in the Circular.

DATED at Toronto, Ontario this 27th day of December, 2024.

BY ORDER OF THE BOARD

(signed) "Wendy T. Chan"

Wendy T. Chan

Chief Executive Officer and Director