NexGold Mining — Proxy Solicitation & Information Statement 2025

May 22, 2025

NexGold

NEXGOLD MINING CORP.

20 Adelaide Street East, Suite 401 Toronto, Ontario, Canada M5C 2T6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting (the "Meeting") of the shareholders ("Shareholders") of NexGold Mining Corp. (the "Company") will be held in person at the offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay-Adelaide Centre – North Tower, 40 Temperance Street, Toronto, Ontario, Canada on Wednesday, June 26, 2025 at 11:00 a.m. (Eastern time) for the following purposes:

1. to receive the Company's audited consolidated financial statements for the year ended December 31, 2024, together with the auditor's report thereon;
2. to consider and, if deemed advisable, to pass an ordinary resolution to elect the directors of the Company for the ensuing year;
3. to consider and, if deemed advisable, to pass an ordinary resolution to appoint PricewaterhouseCoopers LLP as the auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration;
4. to consider, and if deemed advisable, to pass an ordinary resolution re-approving the Company's equity incentive plan, as more particularly described in the accompanying Management Information Circular of the Company dated May 12, 2025 (the "Circular"); and
5. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

This notice is accompanied by a form of proxy and the Circular. More information regarding each of the matters to be acted upon can be found under the heading "Particulars of Matters to be Acted Upon" in the Circular. Shareholders are reminded to review the Circular before voting. 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 May 12, 2025 (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.

Your vote is important regardless of the number of common shares you own. Shareholders are invited to attend the Meeting. Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form so that as large a representation as possible may be had at the Meeting. Any proxies to be used or acted on at the Meeting must be deposited with the Company's transfer agent and registrar, Odyssey Trust Company, 67 Yonge Street, Suite 702, Toronto, Ontario Canada M5E 1J8 not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournment or postponements thereof.

Electronic copies of this notice, the Circular and other Meeting materials may be found on the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.nexgold.com/investors/#AGM.

Shareholders will receive paper copies of a notice package via pre-paid mail containing a notice with information prescribed by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and a form of proxy (if a registered Shareholder) or a voting instruction form (if a non-registered Shareholder). The Company will not use procedures known as "stratification" in relation to the use of the notice-and-access method of delivery of Meeting materials ("notice-and-access"). Stratification occurs when an issuer using notice-and-access sends a paper copy of the Circular to some Shareholders.

Shareholders may obtain paper copies of the Circular and the Meeting materials free of charge and further information on "notice-and-access" by calling the Company at 1-855-664-4654 at any time up until the date of the Meeting, including any adjournment or postponement thereof. Any Shareholder wishing to obtain a paper copy of the Meeting materials should submit their request to the Company no later than June 12, 2025 in order to receive paper copies of the Meeting materials in time to vote before the Meeting. Shareholders may also use the toll-free number noted above to obtain more information about notice-and-access. Under notice-and-access, Meeting materials will be available for viewing on the Company's website for one year from the date of posting.

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Shareholders who have questions or require assistance with voting their shares should contact Odyssey Trust Company by telephone at: 1 (888) 290-1175 (North American Toll Free) or 1 (587) 885-0960 (outside North America); or by email at shareholders@odysseytrust.com.

DATED this 12th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF NEXGOLD MINING CORP.

/s/ James Gowans

James Gowans
Non-Executive Chair