Nexus Gold Corp. — Proxy Solicitation & Information Statement 2025

Jun 30, 2025

NEXUS GOLD CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Nexus Gold Corp. (the “Company”) will be held at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, Canada on Thursday, July 31, 2025 at 10:30 a.m. (Pacific time) for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company as at and for the financial year ended January 31, 2025, together with the reports of the auditor thereon;
2. to appoint Shim & Associates LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;
3. to set the number of the directors of the Company for the ensuing year at five (5);
4. to elect directors to hold office for the ensuing year;
5. to approve a consolidation of the common share capital of the Company on a basis of one (1) new common share for up to every twenty-five (25) currently outstanding common shares, or such lesser ratio as the directors may determine appropriate;
6. to re-approving the existing stock option plan (the “Option Plan”), as more particularly described in the accompanying Information Circular; and
7. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

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 management information circular (the “Circular”) which accompanies this notice.

NOTICE AND ACCESS

The Company is using the notice and access (“Notice and Access”) method for delivering this notice and the Circular to Shareholders. As described in the Notice and Access notification mailed to Shareholders, this notice and the Circular will be available on the Company’s website at https://nxs.gold/annualmeeting2025/ and on SEDAR+ under the Company’s profile at www.sedarplus.ca. Alternatively, you may request a copy of this notice and the Circular be mailed to you by calling the toll-free telephone in North American at 1-888-787-0888. Shareholders registered on the books of the Company at the close of business on June 16, 2025, are entitled to vote at the Meeting. To be effective, the form of proxy or voting instruction form must be received by 10:30 a.m. (Pacific time) on July 29, 2025, or not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

A shareholder who is unable to attend the Meeting and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

We strongly encourage Shareholders to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:30 a.m. (Pacific time) on Tuesday, July 29, 2025.

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As set out in the notes, the enclosed proxy is solicited by management but, you may amend it, if you so desire, by striking out then names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED this 16th day of June, 2025

By order of the Board of Directors

NEXUS GOLD CORP.

/s/ “Edward Kelly”

Edward Kelly
Chief Executive Officer