Newcore Gold — Proxy Solicitation & Information Statement 2025

Jun 19, 2025

NEWCORE GOLD LTD.
1560 – 200 Burrard Street
Vancouver, BC V6C 3L6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders of Newcore Gold Ltd. (the “Company”) will be held at the Company’s office at 1560 – 200 Burrard Street, Vancouver, British Columbia on Thursday, July 17, 2025 at 10:00 a.m. (Pacific Time).

At the Meeting, the shareholders of the Company will receive the audited consolidated financial statements for the year ended December 31, 2024, together with the auditor’s report thereon, and consider resolutions to:

1. set the number of directors of the Company for the ensuing year at seven;
2. elect directors to hold office for the ensuing year;
3. re-approve the Company’s long term incentive plan, as set out under the heading “Long Term Incentive Plan” in the attached management information circular;
4. re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the directors to fix the remuneration of the auditor; and
5. transact such other business as may properly be put before the Meeting.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the accompanying management information circular and form of proxy.

Shareholders should read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”). If a shareholder does not deliver a proxy to Computershare, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by 10:00 a.m. (Pacific Time) on Tuesday, July 15, 2025 (or before 48 hours, excluding Saturdays, Sundays, and holidays, before any adjournment of the Meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on June 10, 2025 will be entitled to vote at the Meeting.

If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than any of the persons designated in the form of proxy, who need not be a shareholder, to attend and act for you and vote on your behalf at the Meeting.

A shareholder who is unable to attend the Meeting and who wishes to ensure that such shareholder’s common shares will be voted at the Meeting is 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 management information circular.

We strongly encourage shareholders to attend the Meeting and to vote their common shares by proxy prior to the proxy cut-off at 10:00 a.m. (Pacific time) on July 15, 2025.

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DATED at Vancouver, British Columbia, the 13th day of June, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “Luke Alexander”

Luke Alexander
President, Chief Executive Officer and Director