Golden Cross Resources Inc. — Proxy Solicitation & Information Statement 2025

Apr 7, 2025

ZINCORE METALS INC.
Suite 1012 – 1030 West Georgia Street
Vancouver, British Columbia, V6E 2Y3

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting of the shareholders (the “Meeting”) of Zincore Metals Inc. (the “Company”) will be held at Suite 1012 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3, on May 6, 2025 at 11:00 A.M. (Vancouver Time) for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2024, together with the auditor’s report thereon (the “Annual Financial Statements”), and the related management discussion and analysis (the “MD&A”).
2. to elect the directors to serve until the next annual general meeting of the shareholders of the Company or until their successors are duly elected or appointed;
3. to consider and, if thought appropriate, to pass an ordinary resolution appointing Saturna Group Chartered Accountants LLP, as the Company’s auditor for the ensuing year;
4. To consider and, if deemed advisable, to pass an ordinary resolution approving the adoption of the Company’s omnibus incentive plan (the “Omnibus Plan”), as described in the information circular prepared for the Meeting (the “Information Circular”);
5. To consider, and if thought fit, to approve a special resolution to adopt new articles for the Company which would replace the Company’s current articles, as more particularly described in the Information Circular; and
6. 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 thereof.

In order to be valid and acted upon at the Meeting, proxies must be received no later than 11:00 a.m. (Pacific Time) on May 2, 2025 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time for holding the Meeting or any postponement(s) or adjournment(s) thereof. Failure to so deposit a form of proxy will result in its invalidation. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The Annual Financial Statements and MD&A will be made available at the Meeting and are available on SEDAR+ at www.sedarplus.ca.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to 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 and in the Information Circular. Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

DATED at Vancouver, British Columbia, on April 3, 2025

By Order of the Board of Directors of Zincore Metals Inc.

(signed) “Matthew Roma”

Matthew Roma
Chief Executive Officer