Orea Mining Corp. — AGM Information 2020

Feb 25, 2020

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Columbus Gold Corp. 1090 Hamilton Street Vancouver, B.C.V6B 2R9

Phone: (604) 634-0970 Fax: (604) 634-0971 Toll Free: 1 888 818-1364

info@columbusgold.com www.columbusgold.com

AMENDMENT TO NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL AND SPECIAL MEETING

To be held on Tuesday, March 17, 2020

This is an amendment (the “ Amendment ”) to the notice of meeting (the “ Notice of Meeting ”) and management information circular (the “ Information Circular ”) of Columbus Gold Corp. (the “ Company ”) dated February 7, 2020 for the annual general and special meeting of the Company (the “ Meeting ”) to be held on Tuesday, March 17, 2020. Except as otherwise expressly provided herein, this amendment is in addition to, and not in replacement of, the original Notice of Meeting and Information Circular.

APPROVAL OF PRIVATE PLACEMENT

As detailed in a news release of the Company dated February 13, 2020, it is proposed that the Company will undertake a private placement with OCIM Finance (“ OCIM ”), a precious metals merchant and financing company, controlled by Laurent Mathiot, a director of the Company for gross proceeds of CAD $2.5 million dollars (the “ OCIM Private Placement ”).

The OCIM Private Placement consists of 15,625,000 units at a price of CAD $0.16 per unit, representing a 6% discount from the market price (as determined in accordance with the policies of the Toronto Stock Exchange (“TSX”). Each unit is comprised of one common share of the Company (a “Share”) and one-half of a common share purchase warrant, each whole warrant entitling the holder to acquire a further Share of the Company at a price of CAD $0.24 for a term of 18 months. The OCIM Private Placement constitutes approximately 12.5% of the current issued and outstanding Shares of the Company. OCIM currently holds 13,943,000 Shares of the Company and 3,906,250 warrants, representing approximately 9.3% of the outstanding Shares of the Company, assuming exercise of the warrants. On closing of the OCIM Private Placement OCIM will hold 29,568,000 of the outstanding Shares and 11,718,750 warrants. On closing of the OCIM Private Placement, assuming exercise of the warrants held by OCIM, OCIM will hold approximately 19.2% of the outstanding Shares. The OCIM Private Placement will not ”materially affect control” (as that term is defined under the policies of the TSX) of the Company. On closing of the OCIM Private Placement, OCIM will be the only holder of in excess of 10% of the issued Shares.

As set forth in section 607(g) of the TSX Company Manual, shareholder approval is required for private placements that, during any six month period, are to insiders for securities that are greater than 10% of the outstanding shares of a listed company on an undiluted basis prior to the date of closing the first private placement to an insider during the six month period.

As OCIM is controlled by Laurent Mathiot, a director of the Company since February 7, 2020, it is considered an insider from that date and, as detailed above, since the OCIM Private Placement, including the warrants, constitutes approximately 12.5% of the current issued and outstanding Shares, the TSX policies requires shareholders’ approval of the OCIM Private Placement.

Therefore at the Meeting shareholders will be asked to consider and if thought fit approve the following resolution (the “OCIM Resolution”):

Be it resolved that the OCIM Private Placement, as detailed in the Amendment to the Information Circular dated February 19, 2020, be and is hereby approved.

For the purpose of the OCIM Resolution, OCIM will abstain from voting the 13,943,000 Shares, representing approximately 7.4% of the outstanding Shares, held by it.

An amended form of proxy including the OCIM Resolution will be filed on SEDAR and mailed to the shareholders together with this Amendment. Shareholders should use the Amended Form of Proxy instead of the original form.

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The contents of this Amendment and the sending of it to the Shareholders have been approved by the Board.

DATED effective 20 day of February , 2020.

(signed) “ Robert Giustra” Robert Giustra Chairman & Director