Highvista Gold Inc. — Proxy Solicitation & Information Statement 2025

Jun 16, 2025

HIGHVISTA GOLD INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the shareholders (the "Shareholders") of Highvista Gold Inc. (the "Corporation") will be held at the offices of Irwin Lowy, LLP, 217 Queen Street West, Suite 401, Toronto, Ontario, Canada on July 9, 2025 at 10:00 a.m. (Toronto time), for the following purposes:

1. to table the audited consolidated financial statements of the Corporation for the year ended March 31, 2024, together with the auditors' report thereon;
2. to elect the directors for the Corporation for the ensuing year;
3. to appoint McGovern Hurley LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
4. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve and confirm the stock option plan of the Corporation;
5. to consider and, if deemed advisable, to pass, with or without variation, a special resolution to amend the articles of continuance of the Corporation to change the name of the Corporation to such name as the directors of the Corporation, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario), as more fully described in the accompanying management information circular;
6. to consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation of all of the issued and outstanding common shares of the Corporation on the basis of up to ten (10) old common shares for one (1) new common share, as more fully described in the accompanying management information circular;
7. to consider and, if thought advisable, approve with or without variation, an ordinary resolution of the majority of the minority Shareholders, to authorize and approve the delisting of the issued and outstanding common shares of the Corporation from the NEX board of the TSX Venture Exchange; and
8. to transact such other business as may properly come before the Meeting or any postponement or, adjournment thereof.

The full text of the special resolutions referred to in items 5, 6, and 7 above are attached to this notice as Exhibit "A".

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation's transfer agent and registrar, Computershare Investor Services Inc., at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not later than 10:00 a.m. (Eastern time) on Monday, July 7, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting. Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Corporation has by resolution fixed the close of business on Wednesday, June 4, 2025 as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual general and special meeting. Additional information about the Corporation and its consolidated financial statements are also available on the Corporation's profile at www.sedarplus.ca.

DATED at Toronto, Ontario this 4th day of June, 2025.

BY ORDER OF THE BOARD

Paul Manias, Director

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EXHIBIT A

SPECIAL RESOLUTIONS OF THE SHAREHOLDERS

OF

HIGHVISTA GOLD INC. (THE "CORPORATION")

AMENDMENT TO ARTICLES – NAME CHANGE

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the articles of the Corporation be amended to change the name of the Corporation to such name as the directors of the Corporation, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario);

2. notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby, authorized and directed to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the articles of amendment and to determine not to proceed with the amendment of the articles of the Corporation without further approval of the shareholders of the Corporation; and

3. any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

AMENDMENT TO ARTICLES - CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the articles of the Corporation be amended to consolidate each of the issued and outstanding common shares of the Company on the basis of up to ten (10) pre-consolidation common shares of the Corporation into one (1) post-consolidation common share of the Corporation (the "Consolidation"), and further authorizing the directors in their sole discretion when and if to effect the Consolidation, in each case without requirement for further approval, ratification or confirmation by shareholders, as more particularly described in the management information circular dated June 4, 2025, of the Corporation, provided that in the event the Consolidation would result in a shareholder of the Corporation holding a fraction of a common share, a shareholder shall not receive a whole common share of the Corporation for each such fraction;

2. notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby authorized and directed to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the Consolidation and to determine not to proceed with the amendment of the articles of amalgamation of the Corporation without further approval of the shareholders of the Corporation; and

3. any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of the articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

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DELISTING RESOLUTION

"BE IT RESOLVED AS AN ORDINARY RESOLUTION that:

1. the application to de-list from the NEX board of the TSX Venture Exchange (the "TSX-V Delisting") be approved;
2. any other actions taken or expected to be taken, in support of the TSX-V Delisting, are approved; and
3. any one director or officer of the Corporation is hereby authorized and directed to do such further acts as may be required to give effect to this resolution and deliver and file all such documents as any such director or officer may, in his sole discretion, determine are necessary, desirable or useful to implement the foregoing resolution."