MacDonald Mines Exploration Ltd. — Proxy Solicitation & Information Statement 2025

Mar 10, 2025

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NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of BMK Shareholders will be held at the offices of Richards Buell Sutton LLP, 700, 401 West Georgia Street, Vancouver, British Columbia, V6B 5A1, on March 31, 2025 at 10:00 a.m. (Vancouver time) for the following purposes:

1. to consider, pursuant to an interim order of the Superior Court of Ontario dated February 18, 2025 (the "Interim Order") and, if thought advisable, to pass, with or without amendment, a special resolution (the "Arrangement Resolution") approving a plan of arrangement (the "Plan of Arrangement") under section 192 of the Canadian Business Corporations Act, which involves, among other things, the acquisition of all of the BMK Shares by CDA, all as more particularly described in the accompanying Information Circular; and
2. to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Copies of the Arrangement Resolution, Interim Order and Plan of Arrangement and notice of Application in respect of the Arrangement are attached as schedules to this Information Circular.

BMK Shareholders are entitled to vote at the Meeting either in person or by proxy. Registered BMK Shareholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in this Information Circular.

Proxies must be received at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting (or any adjournment or postponement of the Meeting) by TSX Trust, at its office at 100 Adelaide Street West, #301, Toronto, Ontario M5H 1S3, or by fax number 416-361-0470.

If you are a non-registered securityholder, please refer to the section in the Information Circular entitled "General Proxy Information — Advice to Beneficial Holders of BMK Shares" for information on how to vote.

Holders of BMK Shares who validly dissent from the Plan of Arrangement will be entitled to be paid the fair value of their shares, subject to strict compliance with section 190 of the Canadian Business Corporations Act (the "CBCA"), as modified by the provisions of the Interim Order, the proposed final order and the Plan of Arrangement. Failure to comply strictly with the requirements set forth in section 190 of the CBCA, as modified, may result in the loss of any right of dissent.

BMK Shareholders who do not hold their common shares in their own name and who wish to dissent should be aware that only registered securityholders are entitled to dissent. Accordingly, a beneficial owner of BMK Shares desiring to exercise this right must make arrangements for such BMK Shares beneficially owned by such person to be registered in their name prior to the time the written notice of dissent to the Arrangement Resolution is required to be received by BMK or, alternatively, make arrangements for the registered holder of such BMK Shares to dissent on their behalf.

The right to dissent is described in the Information Circular and Schedule "C" to the Circular, and the Interim Order is set forth in Schedule "D" to the Circular.

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DATED at Vancouver, British Columbia this February 19, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Michael England"

Michael England
CEO and Director

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