MX Gold Corp. — Proxy Solicitation & Information Statement 2025

Dec 5, 2025

MX GOLD CORP.
1300 Redonda Street
Winnipeg, MB R5R 0E7
Telephone: (204) 697-7640

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders of MX Gold Corp. (the “Company”) will be held at 1300 Redonda Street, Sunnyside, Manitoba, R5R 0E7, on December 31, 2025, at the hour of 10:00 a.m. (Central Standard Time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial years ended December 31, 2023 and December 31, 2024, and the respective accompanying reports of the auditors;
2. to set the number of directors of the Company at four (4);
3. to elect Dan Omeniuk, Robert Jeffery, Connor Macaulay and Lorne Mark Roseborough as the directors of the Company to serve until the next annual general meeting of shareholders;
4. to ratify the appointment of Manning Elliott LLP, Chartered Professional Accountants, as the auditors of the Company for the financial year ended December 31, 2024 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ended December 31, 2024
5. to appoint Manning Elliott LLP, Chartered Professional Accountants, as the auditors of the Company for the financial year ended December 31, 2025 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ended December 31, 2025;
6. to consider and, if thought fit, the consideration of an ordinary resolution ratifying and approving the continuation of the Company’s 10% rolling incentive stock option, as further described in the information circular (the “Information Circular”); and
7. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of Meeting (the “Notice”).

The Board has fixed November 24, 2025 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

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If you are a non-registered shareholder of the Company and have received this Notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Winnipeg, Manitoba, this 2nd day of December, 2025.

By Order of the Board of Directors of

MX GOLD CORP.

"Dan Omeniuk"

Dan Omeniuk

Chief Executive Officer and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE BY PROXY BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ENCLOSED PROXY.