Orla Mining Ltd. — Proxy Solicitation & Information Statement 2025

Sep 15, 2025

CARIBOO ROSE RESOURCES LTD.
Suite 110 – 325 Howe Street
Vancouver, B.C. V6C 1Z7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual General and Special Meeting (the "Meeting") of the members (the "Shareholders") of CARIBOO ROSE RESOURCES LTD. (the "Company") will be held at Suite 110 – 325 Howe Street, in the City of Vancouver, Province of British Columbia, on Friday, October 17, 2025 at the hour of 10:30 a.m. (local time) for the purposes of:

1. Fixing the number of Directors.
2. Electing Directors for the ensuing year.
3. Appointing an Auditor for the ensuing year, and authorizing the Directors to fix the Auditor’s remuneration.
4. To consider and, if thought advisable, to pass an ordinary resolution approving the renewal by the Company of its incentive stock option plan, as more particularly set forth in the Information Circular prepared in connection with the Meeting.
5. To consider and, if thought advisable, to pass an ordinary resolution enabling the Board of Directors and Management, at their discretion, to consolidate the issued and outstanding common shares of the Company on the basis of one (1) post-consolidated common share for each two (2) currently issued and outstanding common shares, as more particularly set forth in the Information Circular prepared in connection with the Meeting.
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of Instrument of Proxy and to return it to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof, at which the person named therein purports to vote in respect thereof.

Dated at Vancouver, B.C. this 2nd day of September, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

“J. William Morton”
J. William Morton
President, Chief Executive Officer and Director