Goldstake Explorations Inc. — Proxy Solicitation & Information Statement 2024

Feb 14, 2024

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN to the holders (the “ Goldstake Shareholders ”) of common shares (the “ Goldstake Shares ”) of Goldstake Explorations Inc. (“ Goldstake ”) that a special meeting of the Goldstake Shareholders - (the “ Goldstake Meeting ”) which will be held virtually via live webcast at https://virtual meetings.tsxtrust.com/en/1582 with the password goldstake2024 at 1:00pm (Eastern time) on March 15, 2024 for the following purposes:

1. to consider, and if deemed advisable, approve a special resolution (the “ Goldstake Transaction Resolution ”), the full text of which is set forth in Appendix A to the accompanying joint management information circular (the “ Circular ”), of Goldstake authorizing the sale (the “ Transaction ”) of the interests of Goldstake in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “ Property ”), which represents a sale of all or substantially all of the property of Goldstake in accordance with the terms of the asset purchase agreement dated December 7, 2023 among Goldstake, Transpacific Resources Inc. (“ Transpacific ”), Gatling Exploration Inc. (“ Gatling ”), and MAG Silver Corp. (“ MAG Silver ”) (as amended, supplemented or otherwise modified from time to time, the “ Asset Purchase Agreement ”), as more particularly described in the Circular;

2. to consider and if deemed advisable, to approve, an ordinary resolution ratifying the amendment of the by-laws of Goldstake to set the quorum for transaction of business at a meeting of its shareholders to two shareholders, or two proxyholders representing shareholders, or any combination thereof entitled to vote at the meeting (the “ Goldstake Bylaw Resolution ” and together with the Goldstake Transaction Resolution, the “ Goldstake Resolutions ”) the full text of which is set forth in Appendix B to the Circular, as required by the Asset Purchase Agreement; and

3. to transact such other business as may properly come before the Goldstake Meeting or any adjournment or postponement thereof.

The full texts of the Goldstake Transaction Resolution and the Goldstake Bylaw Resolution are set out in Appendix A and Appendix B of the Circular, respectively. The full text of the Asset Purchase Agreement entered into by Goldstake, Transpacific, Gatling, and MAG Silver is set out in Appendix D of the Circular and is also available on Goldstake’s profile on SEDAR+ at https://www.sedarplus.ca/.

The board of directors of Goldstake (the “Goldstake Board”) unanimously recommends that Goldstake Shareholders vote in favour the Goldstake Resolutions. It is a condition precedent to the completion of the Transaction that the Goldstake Resolutions be approved at the Goldstake Meeting. If the Goldstake Resolutions are not approved by the Goldstake Shareholders, the Transaction cannot be completed.

The record date (the “ Goldstake Record Date ”) for determining Goldstake Shareholders entitled to receive notice of the Goldstake Meeting, or any adjournment thereof, is the close of business on February 2, 2024. Only Goldstake Shareholders registered as such in the share register of Goldstake as of the close of business on the Goldstake Record Date are entitled to receive notice of, and attend, the Goldstake Meeting. The only persons entitled to vote virtually or by proxy on the Goldstake Resolutions, or such other business as may be properly brought before the Goldstake Meeting, are the Goldstake Shareholders registered as such in the share register of Goldstake as of the close of business on the Goldstake Record Date.

Registered owners of Goldstake Shares who are not able to attend the Goldstake Meeting are requested to complete, sign and return the form of proxy for use at the Goldstake Meeting according to the instructions set out in the accompanying Circular in the section entitled “ General Proxy Information for Goldstake – Appointment of Proxies ”.

Proxy forms must be received no later than 1:00pm (Eastern time) on March 13, 2024 or, in the event that the Goldstake Meeting is adjourned or postponed, no later than 48 hours prior to the time of the adjourned or postponed Goldstake Meeting (excluding Saturdays, Sundays and statutory holidays). Beneficial owners of Goldstake Shares

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registered in the name of a broker, investment dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in order to vote their Goldstake Shares.

Pursuant to the Business Corporations Act (Ontario) (the “ OBCA ”), registered Goldstake Shareholders (“ Goldstake Registered Shareholders ”) have the right to dissent in respect of the Goldstake Transaction Resolution. This dissent right and the procedures for its exercise pursuant to Section 185 of the OBCA, are summarized in “Dissent Rights” in the Circular and the text of Section 185 of the OBCA, which is set out in Appendix E to the Circular. Failure to comply strictly with the dissent procedures may result in the loss or unavailability of the right to dissent. Only Goldstake Registered Shareholders are entitled to exercise rights of dissent; accordingly, non-registered beneficial Goldstake Shareholders should contact their broker, investment dealer, bank, trust company or other intermediary to exercise dissent rights.

DATED this 2[nd] day of February, 2024.

BY ORDER OF THE BOARD OF GOLDSTAKE EXPLORATIONS INC.

(signed) “ Robert Cleaver ”

Robert Cleaver Chairman