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ONGOLD RESOURCES LTD. Proxy Solicitation & Information Statement 2025

Nov 20, 2025

48357_rns_2025-11-19_1a92972e-98f9-4d03-a388-dbf97be3c0ba.pdf

Proxy Solicitation & Information Statement

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ONGOLD RESOURCES LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of shareholders of ONGold Resources Ltd. (the “Company”) will be held at the offices of Garfinkle Biderman LLP, 1 Adelaide Street East, Suite 801, Toronto Ontario M5C 2V9 on Friday, December 19, 2025 at 1:00 p.m. (Toronto time) for the following purposes:

  1. To receive and consider the consolidated audited financial statements of the Company for the financial years ended December 31, 2024 and 2023, together with the accompanying reports of the auditor thereon.
  2. To appoint McGovern Hurley, Chartered Professional Accountants, as the auditor of the Company for the ensuing year at a remuneration to be fixed by the directors.
  3. To consider and, if thought advisable, approve with or without variation, an ordinary resolution to fix the number of directors of the Corporation at five.
  4. To elect the directors of the Company to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed.
  5. To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution approving the Company’s omnibus plan as more particularly set forth in the accompanying management information circular in respect of the Meeting (the “Circular”).
  6. To consider and, if thought advisable, to pass an ordinary resolution of disinterested shareholders ratifying, confirming and approving the grant of an aggregate of 1,617,740 stock options and 310,548 restricted share units previously granted to certain individuals eligible to receive stock options and restricted share units under the Company’s omnibus plan, as previously approved by the board of directors of the Company (the “Board”).
  7. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Additional information relating to the matters to be dealt with at the Meeting is available in the Circular.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is at the close of business on November 4, 2025. Shareholders whose names have been entered in the register of shareholders at the close of business on the record date will be entitled to receive notice of and to vote at the Meeting.

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities and National Instrument 51-102 – Continuous Disclosure Obligations to distribute Meeting materials to shareholders of the Company.

Shareholders and duly appointed proxyholders may attend the Meeting in person where they can participate, vote, or submit questions during the Meeting. Please refer to the sections titled “Proxy Instructions”, “Appointment of Proxyholder”, and “Special Instructions for Voting by Non-Registered Shareholders” in the accompanying Circular for details on how to vote at the Meeting.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY.

If you are a registered shareholder of the Company, please complete, date and sign the accompanying form of proxy and deposit it with Endeavor Trust Corporation, the Company’s transfer agent, by mail or hand delivery at its Vancouver office, Suite 702 - 777 Hornby Street, Vancouver, BC V6Z 1S4, by facsimile at 605-559-8908, by email at [email protected], or online at www.eproxy.ca with the instructions provided on the accompanying form of proxy, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time 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 an intermediary (an “Intermediary”) such as, among others, brokerage firms, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant, please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Canada as of November 5, 2025.

ONGOLD RESOURCES LTD.

(signed) “Kyle Stanfield”

Name: Kyle Stanfield

Role: Chief Executive Officer & Director