North Valley Resources Ltd. — Proxy Solicitation & Information Statement 2026

Apr 6, 2026

NORTH VALLEY RESOURCES LTD.

NOTICE OF ANNUAL GENERAL and SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of shareholders of North Valley Resources Ltd. (the “Company”) will be held at their offices at 255 Battle Street West, Kamloops, BC V2C 1G8, on April 23, 2026, at the hour of 11:00 a.m. (Vancouver Time) for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal year ended September 30, 2025 and the accompanying reports of the auditors;
2. to set the number of directors of the Company at four (4);
3. to elect the directors of the Company;
4. to re-appoint DMCL LLP, Chartered Professional Accountants, as the independent auditors of the Company until the 2027 annual general meeting and to authorize the directors to fix their remuneration;
5. to approve a new form of Stock Option Plan, as more particularly described in the accompanying Information Circular. (the “Circular”); and
6. to transact such other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Circular provides additional 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 Meeting.

The audited financial statements for the financial year ended September 30, 2025, the report of the auditor and related management discussion and analysis will be made available at the Meeting and are available on SEDAR+ at www.sedarplus.ca under the document type named audited annual financial statements as filed on January 20, 2025.

The Company’s Board of Directors has fixed March 19, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof (the “Record Date”). Each registered shareholder at the close of business on the Record Date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Circular. All Shareholders are reminded to review the Circular before voting.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company's employees, shareholders are strongly encouraged to vote on the matters before the Meeting by proxy BEFORE 11:00 a.m. (Vancouver time) on April 21, 2026, rather than attending the meeting in person. Accordingly, participants are encouraged to vote on the matters before the meeting by proxy and to join the annual meeting by teleconference. To listen to the meeting by teleconference, dial +1 226-316-7703 PIN: 755 022 474#

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying 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 securities on your behalf (an “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

---

[3]

Shareholders are encouraged to vote your proxy by mail, internet or telephone. You will need the control number contained in the accompanying form of proxy in order to vote. To be valid, your proxy must be received by the Company’s transfer agent, Odyssey Trust Company, no later than 11:00 a.m. (Vancouver time) on April 21, 2026, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held.

DATED at Vancouver, British Columbia, this 23rd day of March, 2026.

By Order of the Board of Directors of
NORTH VALLEY RESOURCES LTD.

“Quinn Ellerbeck”
Chief Financial Officer and Director