GOLDCLIFF RESOURCE CORPORATION — Proxy Solicitation & Information Statement 2026

Apr 2, 2026

GOLDCLIFF RESOURCE CORPORATION

400 789 WEST PENDER STREET

VANCOUVER, B.C.
V6C 1H2

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Goldcliff Resource Corporation (the “Corporation”) will be held in person at 1600 – 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2 on Thursday, April 30, 2026 at 10:00 a.m. (Vancouver time) for the following purposes:

1. to receive the financial statements for the year ended October 31, 2025, together with the auditor’s report thereon;
2. to elect directors of the Corporation for the ensuing year;
3. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
4. to consider, and if thought fit, to pass, with or without variation, an ordinary resolution of the shareholders confirming the Corporation’s stock option plan, as required annually by the policies of the TSX Venture Exchange; and
5. to transact such other business as may properly be put before the Meeting or any adjournment thereof.

Important

The Meeting is currently scheduled to take place in person at 1600 – 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2. In order to permit Shareholders and proxyholders to listen to the Meeting in real time, without having to attend in person, a conference call of the Meeting will be available as follows:

Details of Telephone Conference:

Canada & United States (Toll Free): 1-888-749-9829
Vancouver, Canada (long distance charges may apply): 1-604-245-2853
Conference ID : 165 047 085#

For additional international call-in numbers, please contact the Corporation.

Shareholders will not be able to vote through the telephone conference call. Only those registered Shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting. There will be a question-and-answer session following the termination of the formal business of the Meeting during which Shareholders attending the conference call can ask questions.

Shareholders are encouraged to complete, date and sign the enclosed form of proxy and return it to Computershare Investor Services Inc. at 320 Bay Street, 14th Floor Toronto, ON, M5H 4A6, Attention:

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Proxy Department, by 10:00 a.m. (local time in Vancouver, British Columbia) on Tuesday, April 28, 2026 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the Meeting at which the proxy is to be used). Only Shareholders of record at the close of business on Tuesday, March 24, 2026 will be entitled to vote at the Meeting.

Shareholders who will be listening in to the Meeting by way of attending the conference call are encouraged to email any questions or comments that they may have to George Sanders at sanders@goldcliff.com at least forty-eight (48) hours prior to the Meeting. Telephone participants should dial in 5-10 minutes prior to the scheduled start time. In the event that a telephone participant has difficulties dialing in, please contact the Corporation at sanders@goldcliff.com.

An information circular and a form of proxy accompany this notice.

DATED at Kelowna, British Columbia, the 25th day of March, 2026.

ON BEHALF OF THE BOARD

(signed) "George Sanders"

George Sanders

President and Chief Executive Officer