KAPA Gold Inc — Proxy Solicitation & Information Statement 2025

May 9, 2025

KAPA GOLD INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the shareholders of Kapa Gold Inc. (the "Company") will be held virtually on Wednesday, June 11, 2025 at 11:00 a.m. (Pacific Time) for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal year ended December 31, 2024, together with the auditors' report thereon;
2. to fix the number of directors at four (4) for the ensuing year;
3. to elect directors for the ensuing year as described in the information circular accompanying this Notice;
4. to appoint Davidson & Company LLP as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;
5. to consider and, if thought fit, to pass an ordinary resolution, the full text of which is set forth in the information circular, re-approving the Company's stock option plan; and
6. to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The Meeting will be conducted virtually only. Registered Shareholders and validly appointed proxyholders may attend the meeting online at meetnow.global/M2CJQVH to participate, vote, or submit questions during the meeting's live webcast.

The Meeting will also consider any permitted amendment to or variation of any matter identified in this Notice and transact any such business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the information circular (the "Information Circular") accompanying this Notice. The audited consolidated financial statements and related MD&A for the Company for the financial year ended December 31, 2024 have already been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on SEDAR+ at www.sedarplus.ca.

The Board of Directors of the Company has by resolution fixed the close of business on April 29, 2025, as the record date for the Meeting, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor,

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Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

Late proxies may be accepted or rejected at the discretion of the Chair of the Meeting.

DATED at Vancouver, British Columbia, this 29th day of April, 2025.

BY ORDER OF THE BOARD

"David K. Paxton"

David K. Paxton
Chief Executive Officer and a Director

MANAGEMENT INFORMATION CIRCULAR 2025 | NOTICE