NewOrigin Gold Corp. — Proxy Solicitation & Information Statement 2020

Mar 13, 2020

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2020

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders (“Shareholders”) of Tri Origin Exploration Ltd. (the “ Corporation ”) will be held at Suite 902, 18 King Street East, Toronto, Ontario on Thursday, April 16, 2020 at the hour of 11:00am (Toronto time) for the following purposes:

1. Considering and, if thought fit, approving a resolution allowing the directors of the Corporation to consolidate the issued and outstanding common shares of the Corporation on the basis of up to one (1) post-consolidation common share for every ten (10) pre-consolidation shares; and

2. transacting such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular of the Corporation dated March 9, 2020 (the “ Information Circular ”).

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is February 28, 2020 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

If you are a registered shareholder of the Company and are unable to attend the Meeting in person, please complete, date and execute the accompanying form of proxy and deposit it with Capital Transfer Agency ULC., 390 Bay Street, Suite 920, Toronto, ON M5H 2Y2 , not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting. The Chair of the Meeting has the discretion to accept proxies received less than 48 hours prior to the Meeting.

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

The Board of Directors of the Corporation have determined that a consolidation of the issued and outstanding common shares will be beneficial to the Corporation to attract greater investor interest, increase institutional investor participation, provide greater flexibility in business opportunities, improve the prospects of raising additional capital and lessen the regulatory burden of conducting its operations. Consequently, the Board recommends a vote FOR the consolidation resolution. Shareholders should refer to the Information Circular for additional details.

NOTICE-AND-ACCESS

Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of common shares of the Company (the " NonRegistered Holders ") and for registered shareholders. The notice-and-access method of delivery of meeting materials allows the Company to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the noticeand-access system, registered shareholders will receive a form of proxy and the Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the notice of Meeting, the management information circular, and related management's discussion and analysis and other meeting materials, if applicable (collectively the " Meeting Materials "), shareholders receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Company will not be adopting stratification procedures in relation to the use of notice-and access provisions.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online on the Company’s website www.triorigin.com or under the Company’s profile at www.sedar.com. The Meeting Materials will remain posted on the Corporation’s website at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company’s website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please call the Company’s transfer agent and registrar, Capital Transfer Agency ULC, toll-free at 1-844-499-4482. Requests should be received by 10:00 a.m. (Eastern time) on April 2, 2020 in order to receive the Meeting Materials in advance of the Meeting.

The accompanying management information circular provides additional detailed 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 annual meeting. Additional information about the Company and its financial statements are also available on the Company's profile at www.sedar.com.

DATED at Aurora, Ontario, this 9[th] day of March, 2020.

TRI ORIGIN EXPLORATION LTD.

Robert I. Valliant

President, Secretary and Director