Pirate Gold Corp. — Proxy Solicitation & Information Statement 2026

May 14, 2026

marrelli
Trust Company Limited

Pirate Gold Corp. (the "Corporation")

Form of Proxy ("Proxy")

Record Date: May 1, 2026

Control Number:

Meeting Date: June 5, 2026

Proxy Deadline: June 3, 2026

Shares to Vote:

---

The Corporation is holding its Annual General and Special Meeting of shareholders (the "Meeting") on June 5, 2026 at 10:00 a.m. (Vancouver Time) at Suite 2110-650 West Georgia Street, Vancouver, BC V6B 4N8.

Please vote your shares prior to the Proxy Deadline listed above using one of the following options:

1. Online at www.voteproxy.ca and by registering using your control number provided above;
2. By fax by sending your voting instructions to 416-360-7812; or
3. By emailing info@marrellitrust.ca; or
4. By returning the completed proxy form via letter mail to Marrell Trust Company Limited, c/o DSA Corporate Services Limited Partnership 82 Richmond Street East, 2nd Fl., Toronto, Ontario M5C 1P1.

---

Appointment of Proxy:

The undersigned hereby appoints Denis Laviolette, or failing him Natalia Samartseva, or failing her Kathryn Casey (the "Management Nominees"), or instead of any of them, the following appointee:

Please Print Name of Appointed Proxy

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below. If you wish to attend the Meeting and vote your shares thereat, please print your name in the box provided

Resolutions to be approved at the Meeting:

Please see following page for voting instructions

1. Set the Number of Directors
   To fix the number of directors at Five (5). ☐
2. Election of Directors
   (a) Denis Laviolette
   (b) Gary Nassif
   (c) Catherine D. Hume
   (d) Peter M. Dimmell
   (e) Wanda Cutler
3. Appointment of Auditor
   To reappoint Kreston, GTA Chartered Professional Accountants as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration. ☐
4. Omnibus 10% Rolling Long-Term Incentive Plan
   To consider and, if deemed advisable, to pass, an ordinary resolution to approve the Corporation's Omnibus 10% Rolling Long-Term Incentive Plan. ☐
5. Transact Other Business
   To transact such further or other business as may properly come before the Meeting and any adjournment thereof. ☐

For	Against
☐	☐
For	Withhold
☐	☐
☐	☐
☐	☐
☐	☐
For	Withhold
☐	☐
For	Against
☐	☐

---

This Proxy MUST BE SIGNED. This signed Proxy revokes and supersedes all previously dated and signed proxies.

Signature of Registered Holder

Please Print Name

Date (mm/dd/yyyy)

Proxy Voting Rules and Guidelines

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
3. If you appoint the Management Nominees to vote your shares, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the previous page. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
4. Each securityholder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Corporation.
5. To be valid, this Proxy must be signed and dated. If the Proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
6. To be a valid Proxy, this form must be filed using one of the voting instructions provided on Page 1 of this proxy and must be received by Marrelli Trust Company Limited before the Filing Deadline for Proxies, noted on page 1 of this Proxy, or in the case of any adjournment or postponement of the Meeting, not less than 48 business hours before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his or her discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
7. If the securityholder is a corporation, this Proxy must be executed by an officer or attorney thereof duly authorized, and the securityholder may be required to provide documentation evidencing the signatory's power to sign the Proxy.
8. For further information on the proper execution of the proxies, please visit www.stac.ca. Please refer to the Proxy Protocol.

**************************************************************************

FINANCIAL STATEMENTS REQUEST

In accordance with securities regulations, shareholders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

INTERIM FINANCIAL REPORTS

Mark the box to the right if you would like to RECEIVE Interim Financial Statements and accompanying Management's Discussion & Analysis by mail.

ANNUAL FINANCIAL REPORT

Mark the box to the right if you would like to RECEIVE Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

To request the receipt of future documents via email, you may contact Marrelli Trust Company Limited at info@marrellitrust.ca.