Leviathan Metals Corporation — Proxy Solicitation & Information Statement 2025

Nov 18, 2025

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 18, 2025 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, 2025, and June 30, 2024, 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 the directors of the Company for the ensuing year;
5. to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution of disinterested shareholders approving the amended and restated long-term incentive plan, as further described in the accompanying management information circular of the Company; 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 October 17, 2025 (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.

The Company has elected to use the notice-and-access rules (“Notice and Access”) under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations for distribution of the Circular, this Notice of Meeting, the form of proxy and the voting instruction form (collectively, the “Meeting Materials”) to holders of Common Shares. Notice and Access is a set of rules that allows issuers to post electronic versions of its proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies to shareholders.

The Company acknowledges the current delays of postal services in Canada as a result of labor action by the Canadian Union of Postal Workers that commenced on September 25, 2025 (the “Postal Delay”). Due to the ongoing Postal Delay, shareholders are encouraged to vote online or by telephone as soon as possible. Electronic copies of this Notice of Meeting, Circular, form of proxy and all other proxy-related materials (“Meeting Materials”) are available at https://leviathanmetals.com/agm-2025 and under the Company’s profile on SEDAR+ at www.sedarplus.ca. Shareholders may also contact the Company’s transfer agent, Odyssey Trust Company (“Odyssey” or the “Transfer Agent”), toll free at 1-888-290-1175 (available in Canada and the United States) or to a direct dial number at 1-587-885-0960 (available in all regions) to request electronic or paper copies of the Meeting Materials, or their control number.

The Company will mail the Meeting Materials in the ordinary course, but due to the Postal Delay, there can be no assurance that the Meeting Materials will be received by shareholders prior to the Meeting. Voting online or by telephone is considered the most reliable method to ensure votes are counted. Shareholders are reminded to review the Meeting Materials before voting. A request for paper copies should be received by Odyssey by December 11, 2025 in order to allow sufficient time for the shareholder to receive the paper copy and return the proxy by its due date but delivery may still be affected by postal delays.

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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 7th day of November, 2025.

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

“Luke Norman”

Luke Norman

Chairman, Director and Chief Executive Officer