Gabriel Resources Ltd. — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

GABRIEL RESOURCES LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of the shareholders of Gabriel Resources Ltd. ("Corporation") will be held at the offices of Stikeman Elliott LLP, 666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8, on Thursday, December 18, 2025 at 9:00 a.m. (Pacific Time) ("Meeting"). The Meeting will have the following purposes:

(1) to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2024 together with the auditors' report thereon;

(2) to elect directors of the Corporation to hold office until the close of the next annual general meeting;

(3) to appoint the auditor of the Corporation to hold office until the close of the next annual general meeting and to authorize the directors of the Corporation to fix its remuneration;

(4) to consider, and if thought appropriate, to pass, with or without amendment, an ordinary resolution of shareholders of the Corporation approving a new stock option plan of the Corporation, as more particularly described in the accompanying Management Information Circular ("Circular");

(5) to consider, and if thought appropriate, to pass, with or without amendment, an ordinary resolution of the disinterested shareholders of the Corporation approving, confirming and ratifying: (i) the cancellation of 728,801 previously granted incentive stock options; and (ii) the grant of an aggregate of 38,656,240 incentive stock options to certain directors and officers of the Corporation, each as more particularly described in the Circular; and

(6) to transact such other business as may be brought properly before the Meeting or any continuation of the meeting after an adjournment or postponement.

The accompanying Management Information Circular provides detailed information relating to the matters to be addressed at the Meeting and forms part of this notice. The board of directors of the Corporation has fixed the close of business on November 17, 2025 as the record date to determine which shareholders are entitled to receive notice of and to vote at the Meeting, or any postponement or adjournment thereof.

Shareholders are encouraged to vote in advance of the Meeting by completing the enclosed form of proxy. Detailed instructions on how to complete and return proxies are provided on pages 1 to 5 of the accompanying Management Information Circular. To be effective, the completed form of proxy must be received by the Corporation's transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada, prior to 9:00 a.m. (Pacific Time) on Tuesday, December 16, 2025.

DATED this 17th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Simon Lusty
Corporate Secretary