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Nevada King Gold Corp. Proxy Solicitation & Information Statement 2025

Jul 15, 2025

45114_rns_2025-07-15_ba05c7ad-ce2c-4640-8e47-4173a6ecc77b.pdf

Proxy Solicitation & Information Statement

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Nevada King

NEVADA KING GOLD CORP.
2129 - 1055 West Georgia Street
Vancouver, British Columbia, V6E 3P3

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 14, 2025

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the holders of common shares ("Shareholders") of NEVADA KING GOLD CORP. (the "Company") will be held at the Cambie Room, 24th floor, 2400 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 3P3 on Thursday, August 14, 2025, at 10:30 a.m. Pacific Time, for the following purposes:

  1. to receive and consider the audited financial statements of the Company, together with the notes thereto and the auditor's report thereon, for the financial year ended March 31, 2025;
  2. to fix the number of directors to be elected at the Meeting at four (4);
  3. to elect directors of the Company to hold office until the next annual meeting of Shareholders;
  4. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
  5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company's 10% "rolling" stock option plan, as amended on October 11, 2024, in the form attached as Appendix "A" to and as more particularly described in the Management Information Circular of the Company dated July 4, 2025 (the "Circular"); and
  6. to transact such other business as may be properly brought before the Meeting and any adjournment thereof.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Circular before voting.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Accompanying this Notice and Circular is a (i) form of proxy or voting instruction form – please follow the voting instructions detailed therein – and (ii) financial statements request form.

The board of directors of the Company (the "Board") has fixed the close of business on July 4, 2025, as the record date (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares ("Shares") will be voted at the Meeting are requested to complete, date, and sign the


enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the enclosed form of proxy and in the Circular.

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares ("Shares") will be voted at the Meeting are requested to complete, date, and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the enclosed form of proxy and in the Circular. Non-Registered Holders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form. If you hold your Shares in a brokerage account, you are a Non-Registered Holder.

To ensure Shareholders and proxyholders are able to access the Meeting location, the Company requests Shareholders and proxyholders planning to attend the Meeting to pre-register. Pre-registration will enable the Company to make the necessary arrangements and provide specific access instructions. To pre-register for attendance, please contact the Meeting Coordinator via email to [email protected].

DATED at Vancouver, British Columbia, this 4th day of July, 2025.

BY ORDER OF THE BOARD

/s/ Collin Kettell

Collin Kettell

Chief Executive Officer and Director

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