Mines D'Or Orbec Inc. — Proxy Solicitation & Information Statement 2025

Nov 18, 2025

MINES D'OR
ORBEC

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated November 10, 2025 (as the same may be amended, the "Interim Order"), a special meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Orbec Shares"), holders of incentive stock options ("Orbec Options", the holders of which are "Optionholders"), and holders of common share purchase warrants ("Orbec Warrants", the holders of which are "Warrantholders", and collectively with the Shareholders and the Optionholders, the "Securityholders") of Mines D'Or Orbec Inc. (the "Company" or "Orbec") will be held in a virtual-only meeting format (conducted via audio webcast at https://meetnow.global/MRNVKUT) at 10:00 a.m. (Toronto time) on Monday, December 15, 2025, for the following purposes:

1. to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") to approve a plan of arrangement (the "Plan of Arrangement") pursuant to Section 182 of the Business Corporations Act (Ontario) (the "OBCA") involving Orbec and IAMGOLD Corporation (the "Purchaser") pursuant to an arrangement agreement dated October 19, 2025 between Orbec and the Purchaser. The full text of the Arrangement Resolution is set forth in Appendix A to the accompanying management information circular dated November 10, 2025 (the "Circular"); and
2. to transact such other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Circular. Completion of the proposed Plan of Arrangement is conditional upon certain other matters described in the Circular, including the approval of the Court and receipt of required regulatory approvals.

THE BOARD OF DIRECTORS OF ORBEC, AFTER CONSULTATION WITH ITS LEGAL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SECURITYHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

The Board of Directors of Orbec has fixed the record date for determining the Securityholders entitled to receive notice of and vote at the Meeting as the close of business on November 10, 2025 (the "Record Date"). Only registered Shareholders (the "Registered Shareholders"), Optionholders and Warrantholders as of the Record Date, or their duly appointed proxyholders, are entitled to receive notice of, attend and vote at the Meeting.

Your vote is important regardless of how many Orbec Shares, Orbec Options and/or Orbec Warrants you own. Whether or not you expect to attend the Meeting (virtually), we encourage you to vote your form of proxy or voting instruction form, as applicable, as promptly as possible using the following methods to ensure that your vote will be counted at the Meeting. In order to become effective, the Arrangement Resolution must be approved by an affirmative vote of (i) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders; (ii) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, Optionholders and Warrantholders, voting as a single class; and (iii) not less than a simple majority of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, excluding any person required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

We strongly encourage Securityholders to vote on the matters before the Meeting by proxy in the manner set out below (and in the Circular). To be valid, a proxy form must be received by the Company's transfer agent, Computershare Trust Company of Canada, no later than 10:00 a.m. (Toronto time) on December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held. Proxies received after that time may be accepted by the Chair of the Meeting with the consent of the Purchaser (such consent

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not to be unreasonably withheld, conditioned or delayed). The Chair of the Meeting is under no obligation to accept late proxies. If you are a Registered Shareholder or Warrantholder, we also encourage you, regardless of how you vote, to complete, sign, date and return the enclosed letter of transmittal together and/or Warrant letter with the certificate(s) and/or DRS advice(s) representing your Orbec Shares and/or Orbec Warrants, and the other relevant documents required by the instructions therein, which will help the Company to arrange for the prompt payment for your Orbec Shares if the Arrangement is completed. If you are a non-registered Shareholder (“Non-Registered Shareholder”), you will receive your payment through your account with your intermediary (such as an investment advisor, broker, bank, trust company, custodian, nominee, clearing agency or other intermediary) (an “Intermediary”) that holds Orbec Shares on your behalf. You should contact your Intermediary if you have questions about this process. If a Registered Shareholder, Optionholder or Warrantholder receives more than one proxy form because such Registered Shareholder, Optionholder or Warrantholder owns securities of the Company registered in different names or addresses, each proxy form needs to be completed and returned or voted online.

Registered Shareholders, Optionholders and Warrantholders may attend, participate in and vote at the Meeting online at https://meetnow.global/MRNVKUT, provided they are connected to the internet and comply with all of the requirements set out in the Circular.

Non-Registered Shareholders will be able to attend, participate in and vote at the Meeting online at https://meetnow.global/MRNVKUT if they duly appoint themselves as proxyholder through the method specified by their Intermediary and comply with all of the requirements set out in the Circular relating to that appointment and registration. If a Non-Registered Shareholder does not comply with these requirements, that Non-Registered Shareholder may be able to attend the Meeting as a guest but will not be able to vote or ask questions at the Meeting.

Registered Shareholders, Optionholders and/or Warrantholders who are unable to attend the Meeting, or any postponement or adjournment thereof, are requested to complete, date, and sign the accompanying form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the accompanying Circular. The time limit for the deposit of proxies may be waived by the Chair of the Meeting with the consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).

If you are a Non-Registered Shareholder and have received these materials through an Intermediary, please complete and return the voting instruction form provided to you by your Intermediary in accordance with the instructions provided therein.

Pursuant to the Interim Order, only Shareholders that are (i) registered or beneficial Shareholders as of the close of business on the Record Date, and (ii) registered Shareholders as of the time the written objection to the Arrangement Resolution is required to be received by the Company, have been granted the right to dissent in respect of the Arrangement and, if the Arrangement becomes effective and such dissent rights are validly exercised, to be paid an amount equal to the fair value of their Orbec Shares. This dissent right, and the procedures for its exercise, are described in the Circular under “Rights of Dissenting Shareholders”. Failure to comply strictly with the dissent procedures described in this Circular will result in the loss or unavailability of any right to dissent. Persons who are beneficial owners of Orbec Shares registered in the name of an Intermediary who wish to dissent should be aware that only Shareholders that are (i) registered or beneficial Shareholders as of the close of business on the Record Date, and (ii) registered shareholders as of the time the written objection to the Arrangement Resolution is required to be received by the Company, are entitled to dissent. Orbec Shares held through an Intermediary are generally registered in the name of CDS & Co. Accordingly, a beneficial owner of Orbec Shares desiring to exercise this right must make arrangements for the Orbec Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise such right to dissent on the Shareholder’s behalf. The statutory provisions covering dissent rights are technical and complex. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement (as such terms are defined in the accompanying Circular), will result in the loss or unavailability of any right to dissent. Optionholders, Warrantholders and holders of other securities of the Company outstanding as at the Record Date are not entitled to dissent in respect of the Arrangement Resolution.

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Voting is easy. Vote well in advance of the proxy cut-off time at 10:00 a.m. (Toronto time) on Thursday, December 11, 2025.

| Voting Method | Registered Shareholders, Optionholders and Warrantholders
If your securities are held in your name and represented by a physical certificate or DRS advice. | Non-Registered Shareholders
If your Orbec Shares are held with a broker, bank or other intermediary. |
| --- | --- | --- |
| Voting Prior to the Meeting | | |
| Internet | Go to www.investorvote.com. | Go to www.proxyvote.com. |
| Phone | Call 1.866.732.VOTE (8683) and vote using the 15-digit control number provided in your proxy. | Call the toll-free number listed on your voting instruction form (VIF) and vote using the 16-digit control number provided therein. |
| Mail | Complete, date and sign management’s form of proxy and return it to:
Computershare Trust Company of Canada
320 Bay Street, 14^{th} Floor, Toronto, ON M5H 4A6 | Complete, date and sign the voting instruction form (VIF) and return it in the enclosed envelope. |

Please review the Circular for instructions and further details on how to access, virtually attend, vote and ask questions at the Meeting.

DATED this 10th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"John Tait"

President, Chief Executive Officer and a Director