Lode Gold Resources Inc. — Proxy Solicitation & Information Statement 2025

Jan 28, 2025

Notice of Availability of Proxy Materials for Lode Gold Resources Inc. Annual General and Special Meeting

Meeting Date and Time: March 10, 2025, at 10:00 a.m. Mountain Time

Location: 810 - 150 9th Ave SW, Calgary, AB

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the management information circular (the "Circular") of Lode Gold Resources Inc. (the "Company") and other proxy materials available online prior to voting. These materials are available at:

https://lode-gold.com/investors/2024-agm/

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials and Questions regarding notice and access

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by February 24, 2025, in order to receive the paper copy in advance of the meeting. Requests for paper copies or questions regarding notice and access may be made by contacting:

Toll Free Within North America: 1.888.290.1175

Direct from outside of North America: 1.587.885.0960

Registered holders and beneficial owners who have previously provided standing instructions will receive a paper copies of the proxy materials. If you are a registered holder and have previously provided standing instructions indicating that you wish to receive paper copies of the proxy materials, you may revoke your instructions by calling the number above.

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Circular, are as follows:

• Number of Directors: Shareholders will be asked to fix the number of directors at six (6). Information respecting the number of directors may be found in the Circular under "Fix Number of Directors to be Elected at the Meeting".

• Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Circular under "Election of Directors".

• Appointment of Auditor: Shareholders will be asked to appoint McGovern Hurley LLP as auditor of the Company for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditor. Information respecting the appointment of auditors may be found in the Circular under "Appointment of Auditors".

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Continuance Resolution

Shareholders will be asked to consider, and if thought fit, to pass, with or without variation, a special resolution approving the continuance of the Company out of the jurisdiction of Alberta under the Business Corporations Act (Alberta) and into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) and the repeal and replacement of the Company's articles and by-laws in connection therewith with new notice of articles and articles, respectively, as more particularly described in the accompanying Circular. Information respecting the appointment of auditors may be found in the Circular under “Continuation of the Company in British Columbia”.

Long-Term Incentive Plan

Shareholders will be asked to consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the Company's new Long-Term Incentive Plan, as more particularly set out in the Circular. Information respecting the appointment of auditors may be found in the Circular under “Approval of Long-Term Incentive Plan”.

Arrangement Resolution

Shareholders will be asked to consider and, if thought fit, to pass, with or without variation, a special resolution (the "Arrangement Resolution") authorizing and approving an arrangement under section 288 of the Business Corporations Act (British Columbia) among the Company, 1475039 B.C. Ltd. and Great Republic Mining Corp., the full text of which is set forth in Schedule "A" to this Circular under the heading "Form of Arrangement Resolution". Information respecting the appointment of auditors may be found in the Circular under "The Arrangement".

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by March 6, 2025, 10:00 a.m. (Mountain Time).

Non-registered (beneficial) shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.

Only registered shareholders and duly appointed proxyholders will be entitled to vote at the meeting. Shareholders who wish to appoint a proxyholder other than the persons designated by the Company on the form of proxy or identified on the voting instruction form (including a non-registered shareholder who wishes to appoint themselves) to represent them at the meeting must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form.

Stratification

The Company is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.