Leviathan Metals Corporation — Proxy Solicitation & Information Statement 2024

Nov 28, 2024

LEVIATHAN GOLD LTD.
1090 West Georgia Street, Suite 488
Vancouver, British Columbia, V6E 3V7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE is hereby given that the annual general and special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Leviathan Gold Ltd. (the “Company”), to be held at Fasken Martineau DuMoulin LLP (24th floor) 333 Bay Street Toronto, ON M5H 2T6 on December 19, 2024 at 3:00 p.m. (Eastern Time) for the following purposes:

1. to receive and consider the audited financial statements for the fiscal years ended June 30, 2024 and June 30, 2023 together with the report of the auditors thereon;
2. to re-appoint Davidson & Company LLP, Chartered Accountants, as auditors for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditors;
3. to fix the number of directors of the Company for the ensuing year at four (4);
4. to elect directors of the Company for the ensuing year;
5. to re-approve, for the ensuing year, the Company’s existing long-term incentive plan; and
6. to transact such other business as may properly be transacted at such meeting or at any adjournment thereof.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is November 13, 2024 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

If you are unable to attend the Meeting in person, please read the notes accompanying the instrument of proxy enclosed herewith (the “Proxy”) and then complete and return the Proxy within the time set out in the notes. As set out in the notes, the enclosed Proxy is solicited by management of the Company, but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Toronto, Ontario, this 20th day of November, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF LEVIATHAN GOLD LTD.

“Luke Norman”

Luke Norman

Chairman, Director and Chief Executive Officer