P2 Gold Inc. — Proxy Solicitation & Information Statement 2025

Apr 1, 2025

P2 GOLD

P2 GOLD INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting of shareholders (the "Meeting") of P2 Gold Inc. (the "Company") will be held at Suite 789 - 999 West Hastings Street, Vancouver, British Columbia on May 8, 2025, at 11:00 a.m. PT for the following purposes:

1. to receive and consider the audited financial statements of the Company for the year ended December 31, 2024 and the report of the auditors thereon;
2. to set the number of directors at six;
3. to elect the directors for the ensuing year;
4. to appoint PricewaterhouseCoopers LLP, as auditor of the Company for the ensuing year and to authorize the directors to fix its remuneration;
5. to ratify and approve the 10% rolling stock option plan of the Company, as more particularly described in the accompanying management information circular of the Company dated March 24, 2025; and
6. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The Company strongly recommends that Shareholders vote by Proxy or voting instruction form ("VIF") in advance to ease the voting tabulation at the Meeting by Computershare Investor Services Inc. ("Computershare").

The record date for notice and for voting at the Meeting is March 24, 2025. Only registered shareholders at the close of business on March 24, 2025 will be entitled to vote at the Meeting.

The Company has adopted the notice and access model ("Notice and Access") for the delivery of the Notice of Meeting, Information Circular, financial statements and management's discussion and analysis for the year ended December 31, 2024 (collectively, the "Meeting Materials") to Shareholders for the Meeting. Under Notice and Access, instead of receiving printed copies of the Meeting Materials, Shareholders receive a Notice and Access notification containing the Meeting date, location and purpose, as well as information on how they can access the Meeting Materials electronically.

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Shareholders will also receive a form of Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders), allowing each shareholder to submit their vote by proxy at the Meeting. Electronic delivery reduces paper consumption, which is consistent with the Company's environmental commitments, and also reduces the Company's printing and mailing costs.

The Meeting Materials are available on the Company's website at www.p2gold.com/investors/agm-materials and under the Company's profile on the System for Electronic Data Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.

Shareholders with questions about the Notice and Access system, or who would like to request printed copies of the Meeting Materials, should contact the Company's Corporate Secretary by telephone at 778-731-1062 or email at info@p2gold.com. A request for printed copies which are required in advance of the Meeting should be made no later than April 21, 2025 in order to allow sufficient time for mailing.

There are several convenient ways to vote your shares: 1) By mail or by hand to: Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1; or 2) By fax to: 416-263-9524 or 1-866-249-7775; or 3) By internet at: www.investorvote.com using the control number listed on the Proxy; or 4) By telephone at: 1-866-732-8683 (toll free).

To be voted, proxies must be received by Computershare at any time prior to 11:00 a.m. PT on May 6, 2025 or 48 hours prior to the time of any adjournments of the Meeting (excluding Saturdays, Sundays and holidays).

DATED at Vancouver this 24th day of March 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Joseph Ovsenek"
President, Chief Executive Officer, Chairman and Director

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P2 GOLD

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 8, 2025

You are receiving this notification as P2 Gold Inc. (the "Company") is using the notice and access model for the delivery of its information circular to its shareholders in respect of its annual general and special meeting of shareholders to be held on Thursday, May 8, 2025 (the "Meeting"). Under notice and access, instead of receiving paper copies of the Company's information circular for the year ended December 31, 2024 (the "Information Circular"), shareholders are receiving this notice with information on how they may access the Information Circular electronically or request a paper copy. With this notification, you will also receive a Proxy or Voting Instruction Form, enabling you to vote at the Meeting. The use of this alternative delivery is more environmentally friendly and cost effective.

MEETING DATE AND LOCATION

WHEN:
Thursday, May 8, 2025
11:00 am (Pacific Time)

WHERE:
789 - 999 West Hastings St.
Vancouver, BC V6C 2W2

MATTERS TO BE VOTED AT THE MEETING:

• Number of Directors: To set the number of directors at six. See the section entitled "Number of Directors" in the Information Circular.
• Election of Directors: To elect directors of the Company to hold office until the close of the next annual general meeting. See the section entitled "Election of Directors" in the Information Circular.
• Appointment of Auditor: To appoint PricewaterhouseCoopers LLP as auditor of the Company to serve until the close of the next annual general meeting and to authorize the directors to fix the auditor's remuneration. See the section entitled "Appointment of Auditor" in the Information Circular.
• Stock Option Plan: To ratify and approve the Company's Stock Option Plan. See the section entitled "Approval of Option Plan" in the Information Circular.

Shareholders are reminded to view the Information Circular and other proxy materials prior to voting.

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WEBSITES WHERE MEETING MATERIALS ARE POSTED

The Information Circular and other relevant materials are available at the Company's website at https://www.p2gold.com/investors/agm-materials or under the Company's profile on SEDAR+ at www.sedarplus.ca.

HOW TO OBTAIN PAPER COPIES OF THE PROXY MATERIALS

Shareholders who wish to receive a paper copy of the Information Circular, should contact the Company by calling 778-731-1062, or by email at info@p2gold.com. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than April 21, 2025. If you do request the current materials, please note that another Proxy or Voting Instruction Form will not be sent; please retain your current one for voting purposes.

VOTING

PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 11:00 am Pacific Time on May 6, 2025.

PLEASE VIEW THE CIRCULAR PRIOR TO VOTING