NV Gold Corporation — Proxy Solicitation & Information Statement 2024

Dec 23, 2024

NVGOLD CORPORATION

NOTICE REGARDING USE OF NOTICE-AND-ACCESS PROCEDURES FOR ANNUAL GENERAL MEETING MATERIALS

You are receiving this notification as NV Gold Corporation (the "Company") has decided to use the notice-and-access procedures for the delivery of meeting materials to its shareholders in respect of its annual general meeting of shareholders to be held on Thursday, January 23, 2025 (the "Meeting").

Under notice-and-access, instead of receiving paper copies of the Company's management information circular for the Meeting (the "Proxy Circular"), shareholders are receiving this notice with information on how they may access the Proxy Circular electronically. However, together with this notice, shareholders as of December 5, 2024, the record date of the Meeting, continue to receive a Notice of Meeting and a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Company's printing and mailing costs in respect of the Meeting.

MEETING DATE AND LOCATION

WHEN: Thursday, January 23, 2025 4:00 p.m. (Pacific Time)
WHERE: 15th Floor, 1111 West Hastings Street
Vancouver, BC V6E 2J3

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

• FIXING THE NUMBER OF DIRECTORS: To fix the number of directors of the Company at three. See the section entitled "Election of Directors" in the Proxy Circular.
• ELECTION OF DIRECTORS: To elect directors of the Company for the ensuing year. See the section entitled "Election of Directors" in the Proxy Circular.
• APPOINTMENT OF AUDITOR: To appoint Davidson & Company LLP Chartered Accountants as auditor of the Company for the ensuing year and to fix the auditor's remuneration. See the section entitled "Appointment of Auditor" in the Proxy Circular.
• APPROVAL OF STOCK OPTION PLAN: To consider and, if thought fit, to pass an ordinary resolution ratifying and approving the stock option plan. See the section entitled "Other Matters to be Acted Upon – Approval of Stock Option Plan" in the Proxy Circular.
• APPROVAL OF CONTROL PERSON: To consider and, if deemed appropriate pass, with or without variation, an ordinary resolution of disinterested shareholders, consenting to John Watson becoming a Control Person of the Company. See the section entitled "Other Matters to be Acted Upon – Creation of Control Person" in the Proxy Circular.
• OTHER MATTERS: Shareholders may be asked to consider other items of business that may be properly brought before the Meeting. Information respecting the use of discretionary authority to vote on any such other business may be found in the "Voting by Proxy" section of the Proxy Circular.

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SHAREHOLDERS ARE REMINDED TO REVIEW THE PROXY CIRCULAR PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

The Proxy Circular and the Company's audited annual financial statements being placed before the Meeting and related MD&A can be viewed online under the Company's profile at www.sedarplus.ca (Canada) or at www.sec.gov (United States), or at www.nvgoldcorp.com and select the "2025 Annual General Meeting" from the menu under the "Investors" page.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request paper copies of the Proxy Circular be sent to them by postal delivery at no cost to them. Requests for the Proxy Circular may be made up to one year from the date the Proxy Circular was filed on www.sedarplus.ca.

For more information regarding notice-and-access or to obtain a paper copy of the Proxy Circular you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Requests for paper copies should be made as soon as possible but must be received by at least January 16, 2025 at 4:00 p.m. (Pacific Time) in order to receive the Proxy Circular in advance of the proxy deposit date and Meeting. A Proxy Circular will be sent to such shareholders within three business days of a request if such request is made before the Meeting.

Unless you request a paper copy in the manner described above, the Company will deliver paper copies only to those shareholders who elected to receive a paper copy of the Company's meeting materials by ticking the appropriate box in the form of proxy or voting instruction form provided to them in respect of last year's annual general meeting. This election only applies to the meeting materials for this year and expires after the Meeting unless the shareholder elects to receive paper copies again this year.

RETURN OF PROXY OR VOTING INSTRUCTION FORM

You will receive either a Form of Proxy or a Voting Instruction Form with this Notice which allows you to appoint a proxyholder to represent you at the Meeting and to direct your proxyholder how to vote at the Meeting on your behalf. (You may appoint yourself as proxyholder if you wish to attend and vote in person.) You may vote by returning the Form of Proxy or the Voting Instruction Form by mail or facsimile, or providing your instructions by the internet. The Form of Proxy or the Voting Instruction Form provides the phone or facsimile number, website and mailing address to use to return your Form of Proxy or Voting Instruction Form. A more detailed explanation of how to vote appears in the sections entitled "Appointment of Proxyholder", "Voting by Proxy", "Completion and Return of Proxy" and "Non-Registered Holders" in the Proxy Circular. Completed Forms of Proxy must be deposited at the office of the Company's registrar and transfer agent not later than 4:00 p.m. (Vancouver time) on January 21, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.