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Northern Lion Gold Corp. Proxy Solicitation & Information Statement 2025

Nov 25, 2025

43365_rns_2025-11-24_3bfb2ade-c5bb-4b21-8282-d8d831e0d8e4.pdf

Proxy Solicitation & Information Statement

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NORTHERN LION GOLD CORP.
NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of Northern Lion Gold Corp. (the “Company”) will be held via teleconference using the access information provided in the Information Circular on Tuesday, December 16, 2025, at 10:00 a.m. (Vancouver time) for the following purposes:

  1. to set the number of directors of the Company for the ensuing year at three (3) persons;
  2. to elect Luke Norman, Richard Silas and Jeffrey O’Neill as directors of the Company for the ensuing year;
  3. to appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors; and
  4. to consider and, if thought fit, to pass an ordinary resolution approving and ratifying the Company’s 10% rolling stock option plan as more particularly described in the accompanying Information Circular.

The accompanying Information 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 Company’s Board of Directors has fixed November 11, 2025 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. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

The Company is conducting the Meeting in teleconference format. The conference call details are set forth in the accompanying Information Circular. If you will not be attending the Meeting by way of teleconference, registered shareholders of the Company need to complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Odyssey Trust Company, 350 – 409 Granville Street, Vancouver, BC V6C 1T2 by mail or fax, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

If you are a non-registered shareholder of the Company, please complete and return the materials in accordance with the instructions set forth in the accompanying Information Circular.

DATED at Vancouver, British Columbia, this 13th day of November 2025.

ON BEHALF OF THE BOARD

“Luke Norman”

Luke Norman
Chief Executive Officer and Director

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