Maple Gold Mines — Proxy Solicitation & Information Statement 2024

Jul 31, 2024

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 9, 2024

NOTICE IS HEREBY GIVEN Meeting Maple Gold Company Company, Suite 600, 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, on September 9, 2024 at 1:00 pm. (Vancouver time), for the following purposes:

1. To receive and consider the audited financial statements of the Company for the fiscal year ended December 31, 2023

2. To set the number of directors at five (5) for the ensuing year.

3. To elect directors of the Company for the ensuing year.

4. To re-appoint the Company remuneration.

5. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to re-approve the Company equity incentive plan, as more particularly described in the accompanying management information circular of the Company dated July 26, 2024 (the Circular .

6. To consider and, if deemed advisable, to pass, an ordinary resolution of the holders of the Company's common shares entitled to vote on such resolution in accordance with the requirements of the TSX TSXV D

in the Circular and which TSXV requirements incorporate the requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions MI 61101 particularly described, therein.

1. To transact such further and other business as may properly come before the Meeting or any adjournment thereof.

IMPORTANT

As set out in the notes to the Circular, the Circular is solicited by management, but you may amend it, if you so desire, by striking out the names listed on it and inserting in the space provided the name of the person you wish to have representing you at the Meeting.

Unregistered shareholders who received the Circular through an intermediary must deliver the proxy in accordance with the instructions given by the intermediary.

MI 61-101 and Applicable Shareholder Approval Requirement

The Restructuring Transaction constitutes related party transaction under MI 61-101, and accordingly, requires minority shareholder approval pursuant to MI 61-101 and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSXV (which incorporates the requirements of MI 61-101).

In relation to approval of the Restructuring Transaction, minority approval requires the approval of a simple majority (50% + 1) of the holders of Common Shares , other than Common Shares beneficially owned, or over which control or direction is exercised by: (a) the issuer; (b) an interested party (as defined in MI 61-101); (c) a related party to such interested party within the meaning of MI 61-101 (subject to

• ii -

certain exceptions); and (d) any person that is a joint actor with any party referred to in (b) or (c) (collectively, the Excluded Shareholders ).

Under MI 61-101, a related party of an entity includes, among others, (i) a control person of the entity, (ii) directors and executive officers of the entity, and (iii) a person that has beneficial ownership of, and/or control or direction over, directly or indirectly, securities of the entity carrying more than 10% of the voting rights attached to all the entity s outstanding voting securities.

At the time the Conveyance and Option Agreement was entered into, Agnico Eagle Mines Limited Agnico Eagle had beneficial ownership of, or control or direction over, an aggregate of 40,852,415 Common Shares, representing approximately 11.97% of the then issued and outstanding Common Shares (calculated on a non-diluted basis), and as of the date hereof, Agnico Eagle beneficially owns, or has control or direction over, 74,674,257 Common Shares, representing approximately 19.85% of the issued and outstanding Common Shares (calculated on a non-diluted basis). As a result, Agnico Eagle was at the relevant time (and currently continues to be) a related party of the Company for the purposes of MI 61-101, as determined in accordance with MI 61-101.

Agnico Eagle and its affiliates constitute Excluded Shareholders for the purposes of MI 61-101 and will not be entitled to vote to approve the Restructuring Transaction.

Notice-and-Access

-101 Communication with

Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations , for distribution of this Circular, the Notice of Meeting, and other meeting materials to registered and non- Meeting Materials

Notice and access is a set of rules that allows issuers to post electronic versions of meeting materials, including circulars, annual financial statements and management discussion and analysis online, via SEDAR+ and one other website, rather than mailing paper copies of such meeting materials to shareholders. The Company anticipates that utilizing the notice and access process will reduce both postage and printing costs and will promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

Electronic copies of the Meeting Materials, the audited financial statements, and the related Management Disclosure and Analysis SEDAR+ profile at www.sedarplus.ca www.maplegoldmines.com.

The Company does not intend to pay for intermediaries to forward to objecting beneficial owners under NI 54-101 the Meeting Materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary , and that in the case of an objecting beneficial owner, the objecting beneficial owner will not receive the materials unless the objecting beneficial owner's intermediary assumes the cost of delivery.

Please see Part 1 Voting Notice-and-Access in the accompanying Circular.

DATED: July 26, 2024

(s) Kiran Patankar President and Chief Executive Officer