Northstar Gold Corp. — Proxy Solicitation & Information Statement 2025

Mar 27, 2025

NORTHSTAR GOLD CORP.
Box 2529, 50 Whitewood Avenue W.
New Liskeard, Ontario P0J 1P0

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 (the “Shareholders”) of common shares (“Shares”) of Northstar Gold Corp. (the “Corporation”) will be held at DSA Corporate Services L.P., The Canadian Venture Building, 82 Richmond St. East, Toronto, Ontario M5C 1P1, on Monday, April 28, 2025 at 1:00 p.m. (EST) for the following purposes:

TO PARTICIPATE, VOTE OR SUBMIT QUESTIONS DURING THE MEETING, THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON. THE CONFERENCE NUMBERS ARE PROVIDED BELOW TO ALLOW SHAREHOLDERS TO PARTICIPATE IN A VOICE ONLY CONFERENCE CALL.

Dial-in:	888-433-2192	Rogers/Shaw Customers Only
	778-945-1044	International and US
	587-392-9003 OR 403-984-1495	Alberta
Participant Code:	8832221

The Meeting is to be held for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial year ended April 30, 2024, together with the auditors' report thereon;
2. to fix the size of the Board at three (3) members;
3. to elect the Board to serve until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;
4. to appoint Grant Thornton LLP, Chartered Accountants, as auditors and to authorize the Board to fix the auditors' remuneration;
5. to consider and, if thought advisable, to pass a resolution as set forth in the accompanying Information Circular re-approving the Option Plan for the Corporation; and
6. to transact such other business as may properly be brought before the Meeting, or any adjournment(s) thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which accompanies this Notice of Meeting.

Each person who is a Shareholder of record at the close of business on March 12, 2025 (the “Record Date”), will be entitled to notice of, and to attend and vote at the Meeting provided that, to the extent a Shareholder as of the Record Date transfers the ownership of any Shares after such date and the transferee of those Shares establishes that the transferee owns the Shares and demands, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Shares at the Meeting.

New Liskeard, Ontario
March 12, 2025

By Order of the Board of Directors
(Signed) "Brian P. Fowler"
Chief Executive Officer

Shareholders who are unable to attend the Meeting in person are requested to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and forward it in the enclosed envelope to TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1 or by fax to (416) 595-9593 not later than 1:00 p.m. (EST) on Thursday, April 24, 2025, or 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement or any adjournment of the Meeting, in order for such proxy to be used at the Meeting, or any adjournment(s) thereof.