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Labrador Gold Corp. Proxy Solicitation & Information Statement 2026

Jan 23, 2026

43641_rns_2026-01-23_e041dcd5-cdc1-4232-a4e1-b23c2467035e.pdf

Proxy Solicitation & Information Statement

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LABRADOR GOLD CORP. 82 RICHMOND STREET EAST TORONTO, ONTARIO M5C 1P1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the "Meeting") of Labrador Gold Corp. ("LabGold" or the "Corporation") will be held at the offices of Gardiner Roberts LLP, Bay-Adelaide Centre- East Tower, 22 Adelaide Street West, Suite 3600, Toronto, Ontario, M5H 4E3, in the Islands Boardroom, at the hour of 11:00 o'clock in the morning (Toronto time), on Tuesday, February 24, 2026 for the following purposes:

  • (1) to elect Directors as nominated by Management;
  • (2) to appoint DeVisser Gray LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
  • (3) to ratify the Corporation's 2023 Stock Option Plan;
  • (4) to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "COB Resolution") of the Corporation, the full text of which is set forth in the management information circular of the Corporation dated January 15, 2026 (the "Circular"), approving the Change of Business of the Corporation from a mining issuer to a Mining/Investment Issuer;
  • (5) to consider and if deemed advisable, to pass, with or without variation, a special resolution (the "Name Change Resolution") authorizing and approving an amendment to the Corporation's Articles to effect the change of the Corporation's name from "Labrador Gold Corp." to "Exin Ventures Inc.", or such other name as the board of directors of the Corporation in its discretion may resolve and may be acceptable to applicable regulatory authorities;
  • (6) to consider the following ordinary resolution (the "Director Removal Resolution") to remove two (2) of the three (3) directors of the Corporation:
  • "BE IT RESOLVED THAT: all directors of the Corporation, other than Leo Karabelas (or his appointed successor(s)), are hereby removed as directors of the Corporation, such directors being removed are:
    • a. James Borland, or his appointed successor(s);
    • b. Trevor Boyd, or his appointed successor(s); and
    • c. Roger Moss, or his appointed successor(s)."; (*)
  • (7) provided that the Director Removal Resolution is passed, pass the following ordinary resolution to fix the number of directors of the Corporation at five (5):
  • "BE IT RESOLVED THAT: the number of directors of the Corporation is hereby fixed at five (5).";
  • (8) provided that the Director Removal Resolution is passed, pass the following ordinary resolution to elect four (4) new directors of the Corporation (the "Dissident Nominees"):

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"BE IT RESOLVED THAT: each of the following individuals is hereby elected as a director of the Corporation, in each case to hold office until the next annual general meeting of shareholders of the Corporation or until his successor is elected or appointed:

  • a. Kulwant Malhi;
  • b. Ronald Wortel;
  • c. Jean Lafleur; and
  • d. Tara Asfour; and

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(9) to transact such further and other business as may properly come before the said Meeting or any adjournment or postponement thereof.

A copy of the Circular, the audited financial statements of the Corporation for the fiscal years ended September 30, 2025 and 2024 and September 30, 2024 and 2023 (the "Annual Financial Statements") and the Corporation's management's discussion and analysis for the fiscal years ended September 30, 2025 and September 30, 2024 (the "Annual MD&A") accompany this Notice of Meeting.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the BLUE Form of Proxy or BLUE VIF delivered to them with the Notice-and-Access Notification (defined below).

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the 2026 Annual General and Special Meeting of Shareholders. The notice-andaccess method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, shareholders still receive a BLUE Form of Proxy or BLUE VIF (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Circular, the Annual Financial Statements and the Annual MD&A and other meeting materials (collectively the "Meeting Materials"), shareholders receive a notification (the "Notice-and-Access Notification") with information on how they may access the Meeting Materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

(*) Trevor Boyd is a current Director the of the Corporation. The Requisition sought the removal of Trevor Boyd. As discussed in this Circular and as indicated in the Corporation's News Release of December 8, 2025, the Corporation has not put forward Trevor Boyd as a management nominee. Trevor Boyd is not standing for re-election at the Meeting and his term as a Director will expire at the conclusion of the Meeting regardless of the outcome of this resolution.

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Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Corporation's profile at www.sedarplus.com or on www.TheFutureofLAB.com.

How to Obtain Paper Copies of the Meeting Materials

Non-Registered Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call TSX Trust toll free at 1-866-600-5869 or email TSX Trust at [email protected].

Requests should be received by Thursday, February 12, 2026 in order to receive the Meeting Materials in advance of the proxy deposit date and Meeting.

RECORD DATE AND PROXY DELIVERY DATE

The Board of Directors of the Corporation has, by resolution, fixed the close of business on January 15, 2026 as the Record Date, being the date for determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

The Board of Directors of the Corporation has, by resolution, fixed the hour of 11:00 a.m. in the morning (Toronto time) on Friday February 20, 2026, being not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the day of the Meeting, or any adjournment thereof, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Transfer Agent of the Corporation, TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting to revoke a proxy previously delivered in accordance with the foregoing.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the BLUE Form of Proxy or BLUE VIF delivered to them with the Notice-and-Access Notification.

Shareholders may contact Kingsdale Advisors, the Corporation's strategic advisor by telephone at 1-888-518-6813 (toll-free in North America) or 647-251-9740 (text and call enabled outside North America), or by email at [email protected]. Please visit www.TheFutureofLAB.com for additional information on the BLUE Form of Proxy and BLUE VIF.

DATED the 15th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Roger Moss"

ROGER MOSS

President and CEO