Otso Gold Corp. — AGM Information 2020

Dec 22, 2020

OTSO GOLD CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders of the common shares (collectively, the “ Shareholders ” or individually, a “ Shareholder ”) of Otso Gold Corp. (the “ Corporation ” or “ Otso ”) will be held at the offices of Aird & Berlis LLP, Brookfield Place, Suite 1800, 181 Bay Street, Toronto, Ontario M5J 2T9 on Wednesday, January 20, 2021 at the hour of 10:00 a.m., local time for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended January 31, 2020, together with the report of the auditor thereon;

2. to elect four (4) directors of the Corporation to hold office for the ensuing year; provided however, if the proposed US$11 million equity financing (the “ Equity Financing ”) contemplated by Brunswick Gold Ltd (the “ Investor ”) is approved and completed, to elect up to seven (7) directors of the Corporation to hold office for the ensuing year, as more fully described in the accompanying management information circular dated December 21, 2020 (the “ Circular ”);

3. to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix its remuneration;

4. to consider and, if thought appropriate, pass with or without variation, a resolution (the “ PFL Control Person Resolution ”) authorizing PFL Raahe Holdings LP (“ PFL ”) as a new “Control Person” (as defined in the policies of the TSX Venture Exchange), as more fully described in the Circular;

5. to consider and, if thought appropriate, pass with or without variation, a resolution (the “ Investor Control Person Resolution ”) authorizing the Investor, assuming completion of the Equity Financing, as an additional new “Control Person” (as defined in the policies of the TSX Venture Exchange), as more fully described in the accompanying Circular;

6. to consider and, if thought appropriate, pass with or without variation, a resolution approving the Corporation’s rolling stock option plan, as more fully described in the accompanying Circular; and

7. to transact such other business as may properly be brought before the meeting or any adjournment for adjournments thereof.

Accompanying this Notice of Annual and Special Meeting of Shareholders is the Circular, a form of proxy and a copy of the audited consolidated financial statements of the Corporation for the financial year ended January 31, 2020, together with the report of the auditor thereon.

A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation’s transfer agent and registrar, Computershare Investor Services Inc., by mail or by hand at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or by fax at 1-866-249-7775, on or before 10:00 a.m. on Monday, January 18, 2021 or deliver it to the chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting.

The record date for the determination of those Shareholders entitled to receive the Notice of Annual and Special Meeting of Shareholders and to vote at the Meeting was the close of business on Tuesday, December 8, 2020.

2

The Corporation is actively monitoring the ongoing COVID-19 situation and is sensitive to public health concerns and protocols put in place by federal, provincial and municipal governments. The Corporation will be severely restricting physical access to the Meeting and only registered Shareholders and formally appointed proxyholders will be allowed to attend. In order to comply with government orders concerning maximum size of public gatherings and required physical distancing parameters, the Corporation may be unable to admit shareholders to the Meeting. The Corporation strongly encourages registered Shareholders and proxyholders not to attend the Meeting in person, and Shareholders are encouraged to vote using one of the methods described in the accompanying Circular. To further mitigate the risk of the spread of the virus, the Meeting will be audio-cast live at 10:00 a.m. (Toronto time) on January 20, 2021 and can be accessed by conference call at 647-7233930 (Toronto local) or 1-800-369-4319 (toll free), participant code: 8657734. This call will be listenonly and Shareholders will not be able to vote or speak at, or otherwise participate in the Meeting via the conference call. Given the restrictions in place, the Board and auditors do not plan to attend the Meeting in person.

Changes to the Meeting date, time, location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Corporation’s press releases for updated information. We do not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

DATED at Vancouver, British Columbia as of this 21st day of December, 2020.

BY ORDER OF THE BOARD

“ Brian Wesson ”

Brian Wesson President, Chief Executive Officer and Director