Probe Gold Inc. — Proxy Solicitation & Information Statement 2025

May 16, 2025

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Probe Gold Inc. (the "Corporation") will be held at the date, time and location below:

WHEN	WHERE
June 24, 2025 at 2:00 p.m. (Toronto time)	5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9

At the meeting you will be asked:

(a) to receive the Corporation's financial statements for the year ended December 31, 2024, and the report of the auditors thereon;
(b) to appoint the auditors and to authorize the directors to fix their remuneration;
(c) to elect the directors of the Corporation for the ensuing year;
(d) to approve the unallocated entitlements under the incentive stock option plan of the Corporation; and
(e) to transact such further and other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The board of directors (the "Board") has fixed May 7, 2025, as the record date (the "Record Date") for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the registers of the Corporation as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

The Corporation has elected to use the notice-and-access provisions adopted by the Canadian Securities Administrators ("Notice-and-Access") to distribute proxy-related materials to Shareholders. Notice-and-Access is a set of rules that allow reporting issuers to post electronic versions of proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies to Shareholders. The use of Notice-and-Access will reduce the Corporation's printing and mailing costs and is more environmentally friendly as it will help to reduce paper use. Shareholders have the right to request hard copies of any materials posted online by the Corporation under Notice-and-Access. The Corporation will not use procedures known as "stratification" in relation to the use of the Notice-and-Access provisions. Meeting materials, including the Circular, are available under the Corporation's SEDAR+ profile at www.sedarplus.ca and on the Probe Gold website at https://probegold.com/investors/#agm-proxy. Shareholders may also obtain paper copies of the Circular, Financial Statements and the MD&A free of charge by contacting TSX Trust Company at (+1) 866-600-5869 (North America – Toll Free) or by emailing tsxtis@tmx.com or upon request to the Secretary of the Corporation.

Voting

All Shareholders are invited to attend the Meeting and may attend in person or may be represented by proxy. A "beneficial" or "non-registered" Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it in the envelope provided. To be effective, the enclosed form of proxy

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must be deposited with TSX Trust Company by mail or by facsimile Attention: Proxy Department at (416) 595-9593, or online at www.voteproxyonline.com. In order to be valid and acted upon at the Meeting, the duly completed form of proxy must be received prior to 2:00 p.m. (Toronto time) on June 20, 2025 (the "Proxy Deadline") or be deposited with the Secretary of the Corporation before the commencement of the Meeting or of any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein. Shareholders are reminded to review the circular before voting.

A "beneficial" or "non-registered" Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

Shareholders are reminded to review the Circular before voting.

DATED this 7th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "David Palmer"

David Palmer

President and Chief Executive Officer