PROBE GOLD

Notice of

2025 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on

JUNE 24, 2025

MANAGEMENT INFORMATION CIRCULAR

Dated

MAY 7, 2025

PROBEGOLD.COM

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 [email protected] 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

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

Page 1

GENERAL INFORMATION RESPECTING THE MEETING

2
- SOLICITATION OF PROXIES BY MANAGEMENT 2
- NOTICE-AND-ACCESS 3

APPOINTMENT AND REVOCATION OF PROXIES

3
- APPOINTMENT OF PROXY 3
- REVOCATION OF PROXY 4
- NOTICE TO BENEFICIAL HOLDERS OF COMMON SHARES 4
- VOTING 5
- INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 6
- VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 6

PARTICULARS OF MATTERS TO BE ACTED UPON

7
- RECEIPT OF FINANCIAL STATEMENTS 7
- APPOINTMENT OF AUDITORS 7
- ELECTION OF DIRECTORS 7
- APPROVAL OF OPTION PLAN AND UNALLOCATED ENTITLEMENTS 8
- OTHER MATTERS 9

ABOUT THE DIRECTORS

REPORT ON CORPORATE GOVERNANCE PRACTICES

20
- CORPORATE GOVERNANCE HIGHLIGHTS 20
- THE BOARD OF DIRECTORS 20
- BOARD SKILLS MATRIX 21
- DIRECTORSHIPS 22
- ATTENDANCE 22
- ORIENTATION AND CONTINUING EDUCATION 23
- ETHICAL BUSINESS CONDUCT 23
- BOARD COMMITTEES 24
- ASSESSMENTS 25
- STATEMENT OF EXECUTIVE COMPENSATION 26
- EXECUTIVE AND EMPLOYEE COMPENSATION OBJECTIVES AND PHILOSOPHY 26
- 2024 AMENDMENTS TO COMPENSATION STRUCTURE 28
- CHANGES TO EXECUTIVE COMPENSATION PROGRAM 35
- EQUITY OWNERSHIP REQUIREMENTS 36
- STOCK OPTION PLAN 37

MANAGEMENT INFORMATION CIRCULAR

RESTRICTED STOCK UNIT PLAN 41
PERFORMANCE GRAPH 43
SUMMARY COMPENSATION TABLE FOR NEOs 45
INCENTIVE PLAN AWARDS TO NEOs 46
EMPLOYMENT AND CONSULTING AGREEMENTS AND TERMINATION AND CHANGE OF CONTROL BENEFITS 48
PENSION PLAN BENEFITS, TERMINATION AND CHANGE OF CONTROL BENEFITS 49
DIRECTOR COMPENSATION 49

GENERAL INFORMATION RESPECTING THE MEETING

No person has been authorized to give any information or make any representations in connection with the matters being considered herein other than those contained in this Circular and, if given or made, any such information or representations should be considered not to have been authorized by the Corporation. This Circular does not constitute the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

In this Circular, unless otherwise indicated, all dollar amounts “$” are expressed in Canadian dollars.

Except where otherwise indicated, the information contained herein is stated as of May 7, 2025.

Electronic copies of this Circular, financial statements of the Corporation for the year ended December 31, 2024 (the "Financial Statements") and management discussion and analysis for 2024 (the "MD&A") may be found on the Corporation's SEDAR+ profile at www.sedarplus.ca.

Shareholders are reminded to review this Circular before voting.

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 upon request to the Secretary of the Corporation.

Solicitation of Proxies by Management

This management information circular (this "Circular") is furnished in connection with the solicitation by the management of Probe Gold Inc. (the "Corporation") of proxies to be used at the annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Corporation ("Common Shares") to be held at the time and place and for the purposes set out in the Notice of Meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may also solicit proxies by telephone, e-mail or in person. These persons will receive no compensation for such solicitation, other than their ordinary salaries or fees. The total cost of solicitation of proxies will be borne by the Corporation. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to the beneficial owners of the Common Shares. See "Notice-and-Access" and "Appointment and Revocation of

Proxies – Notice to Beneficial Holders of Shares" below. The Corporation will provide, without cost to such person, upon request to the Secretary of the Corporation, additional copies of the foregoing documents for this purpose.

Notice-and-Access

The Corporation is availing itself of the "notice-and-access" provisions adopted by the Canadian Securities Administrators ("Notice-and-Access") that permit the Corporation to forego mailing paper copies of this Circular and proxy-related materials to Shareholders and instead make them available for review, print and download via the internet. Both registered Shareholders and non-registered Shareholders will receive a notice package (the "Notice Package") that will include the notice of Meeting, this Circular and either a form of proxy or a voting instruction form, as applicable (collectively, the "Meeting Materials"). The Corporation has adopted the Notice-and-Access delivery process to further its commitment to environmental sustainability and to reduce its printing and mailing costs.

In accordance with the requirements of National Instrument 54-101–Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has sent the Notice Packages to non-registered Shareholders through the intermediaries and clearing agencies. Intermediaries are required to forward the Notice Package to non-registered Shareholders unless a non-registered Shareholder has waived the right to receive the Meeting Materials. Typically, intermediaries will use a service company to forward the Notice Package to non-registered Shareholders. The Notice Package will be sent via prepaid mail directly to non-objecting beneficial owners ("NOBOs") and, indirectly, through intermediaries to objecting beneficial owners ("OBOs"). The Corporation is assuming the cost of such delivery to OBOs. Registered Shareholders and those beneficial holders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials with the Notice Package. The Corporation will not use procedures known as "stratification" in relation to the use of the Notice-and-Access provisions.

Meeting Materials can be accessed 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 request that printed copies of the Meeting Materials be sent to them by postal delivery at no cost to them up to one year from the date this Circular is filed on SEDAR+ by calling 1-866-600-5869 or emailing [email protected]. Shareholders who wish to receive paper copies of the Meeting Materials prior to the Meeting should request copies from TSX Trust Company, the registrar and transfer agent for the Corporation, by calling 1-866-600-5869 or by sending an email to [email protected] in advance of 2:00 p.m. (Toronto time) on June 13, 2025.

Appointment and revocation of proxies

Appointment of Proxy

A Shareholder who does not plan on attending the Meeting is requested to complete and sign the enclosed form of proxy and to deliver it to TSX Trust Company: (i) by mail to 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1; or (ii) by facsimile at (416) 595-9593; or (iii) online at www.voteproxyonline.com by 2:00pm on June 20, 2025 (the "Proxy Deadline"). In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than the Proxy Deadline or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

MANAGEMENT INFORMATION CIRCULAR

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

The document appointing a proxy must be in writing and executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A Shareholder submitting a form of proxy has the right to appoint a person (who need not be a Shareholder) to represent him or her at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. To exercise that right, the name of the Shareholder's appointee should be legibly printed in the blank space provided. In addition, the Shareholder should notify the appointee of the appointment, obtain his or her consent to act as appointee and instruct the appointee on how the Shareholder's Common Shares are to be voted.

Shareholders who are not registered Shareholders of the Corporation should refer to "Notice to Beneficial Holders of Common Shares" below.

Revocation of Proxy

A Shareholder who has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a person who has given a proxy personally attends the Meeting at which that proxy is to be voted, that person may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or his attorney or authorized agent and deposited with TSX Trust Company at any time up to the Proxy Deadline: (i) by mail to Suite 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1; or, (ii) by facsimile to (416) 595-9593, or deposited with the Secretary of the Corporation before the commencement of the Meeting, or any adjournment thereof, and upon either of those deposits, the proxy will be revoked.

Notice to Beneficial Holders of Common Shares

The information set out in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of shares can be recognized and acted upon at the Meeting or any adjournment(s) thereof. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name in the records of the Corporation. Those Common Shares will most likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers, or their nominees can be voted (for or against resolutions or withheld from voting) only upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. Subject to the following discussion in relation to NOBOs (as defined herein), the Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders under applicable securities regulations for purposes of dissemination to Beneficial Shareholders of proxy-related materials and other

MANAGEMENT INFORMATION CIRCULAR

security holder materials and requests for voting instructions from such Beneficial Shareholders. NOBOs are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Canadian securities laws restrict the use of that information to matters strictly relating to the affairs of the Corporation. OBOs are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly to OBOs. NI 54-101 allows the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and to use such NOBO list for the purpose of distributing the proxy materials directly to, and seek voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. The Corporation intends to pay for intermediaries to deliver the Meeting Materials to the OBOs.

Applicable securities regulations require intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings on Form 54-101F7. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting or any adjournment(s) thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to appoint to attend the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada. Broadridge typically mails a voting instruction form in lieu of a form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the shares held by them or access Broadridge's dedicated voting website to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to the Corporation's transfer agent and registrar, which will tabulate the results and provide appropriate instructions respecting the voting of Common Shares to be represented at the Meeting or any adjournment thereof.

All references to Shareholders in this Circular, instrument of proxy and Notice of Meeting are to registered Shareholders of the Corporation unless specifically stated otherwise.

Voting

Common Shares represented by any properly executed proxy in the accompanying form will be voted for or against, or withheld from voting, as the case may be, on any ballot that may be called

MANAGEMENT INFORMATION CIRCULAR

for in accordance with the instructions given by the Shareholder. In the absence of such direction, such Common Shares will be voted in favour of the matters set out herein.

The accompanying form of proxy confers discretionary authority on the persons named in it with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation is not aware of any such amendments, variations or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of management of the Corporation.

Interest of Certain Persons in Matters to be Acted Upon

No person who has been a director or an officer of the Corporation at any time since the beginning of its last completed financial year, no proposed nominee for election as a director of the Corporation nor any associate of any such director, director nominee or officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Circular.

Voting Shares and Principal Holders Thereof

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value. As at the date hereof, there are 203,957,877 Common Shares issued and outstanding. Each Common Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting.

The Corporation has fixed the close of business on May 7, 2025 (the "Record Date") as the record date. Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof. Persons registered on the books of the Corporation at the close of business on the Record Date and persons who are transferees of any Common Shares acquired after such Record Date and who have produced properly endorsed certificates evidencing such Common Shares or who otherwise establish ownership thereof and demand, not later than 10 days before the Meeting, that their names be included in the list of Shareholders, are entitled to vote at the Meeting.

To the knowledge of the directors and officers of the Corporation, as at the date of this Circular, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, 10% or more of the Common Shares.

MANAGEMENT INFORMATION CIRCULAR

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Corporation (the "Board"), the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

Receipt of Financial Statements

The financial statements of the Corporation for the fiscal year ended December 31, 2024, and the report of the auditors thereon, will be submitted to the Meeting. Receipt at the Meeting of the auditor's report and the Corporation's audited financial statements for the fiscal year ended December 31, 2024, will not constitute approval or disapproval of any matters referred to therein.

Appointment of Auditors

MNP LLP, Chartered Accountants ("MNP") are the independent registered certified auditors of the Corporation. MNP was first appointed as auditor of the Corporation on February 3, 2015. Management of the Corporation intends to nominate MNP for re-appointment as auditors of the Corporation.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to re-appoint MNP to serve as auditors of the Corporation until the next annual meeting of Shareholders and to authorize the directors of the Corporation to fix their remuneration as such. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

Unless the Shareholder has specifically instructed that his or her Common Shares are to be withheld from voting in connection with the appointment of MNP, the persons named in the accompanying proxy intend to vote FOR the re-appointment of MNP as the auditors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed, and to authorize the Board to fix their remuneration.

Election of Directors

The Corporation's articles provide that the Board will consist of a minimum of one and a maximum of ten directors. The Board currently consists of seven (7) directors.

At the Meeting, the Shareholders will be asked to consider, and, if thought fit, approve with or without variation a resolution re-electing as directors of the Corporation, each of the members of the Board who were elected at the last annual and special meeting of Shareholders, namely David Palmer, Jamie Sokalsky, Dennis H. Peterson, Jamie Horvat, Aleksandra Bukacheva, Renaud Adams, and Shannon McCrae, for a total of seven (7) directors. It is intended that each of the elected directors will hold office until the next annual meeting of Shareholders or until his or her successor is elected or appointed, unless such office is earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario) (the "OBCA"). In order to be re-elected, each director requires the approval of not less than 50% of the votes cast by Shareholders represented at the Meeting in person or by proxy.

Shareholders have the option to (i) vote for all of the directors of the Corporation listed in the tables below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors.

See the section titled "ABOUT THE DIRECTORS" herein for the biographies and other information pertaining to the director nominees.

MANAGEMENT INFORMATION CIRCULAR

Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of the Corporation will be voted FOR the election of each of the proposed nominees set forth in the table below.

Management has no reason to believe that any of the nominees will be unable to serve as a director. However, if any proposed nominee is unable to serve as a director, the individuals named in the enclosed form of proxy will be voted in favour of the remaining nominees and may be voted in favour of a substitute nominee unless the Shareholder has specified in the proxy that the Common Shares represented thereby are to be withheld from voting in respect of the election of directors.

Approval of Option Plan and Unallocated Entitlements

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security-based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as "rolling plans"), must be approved by the majority of a company's shareholders. The Corporation currently has a stock option plan (the "Option Plan") in place which is a rolling plan pursuant to which stock options ("Options") may be granted to eligible participants. The number of Common Shares reserved or to be issued under the Option Plan and all other security-based compensation arrangements (including the RSU Plan, as defined herein), at any time, shall not exceed 10% of the total number of the issued and outstanding Common Shares of the Corporation, being 20,395,788 as of the date of this Circular. As of the date of this Circular, there are 6,705,000 Options, 2,563,500 RSUs and 725,000 PSUs outstanding, leaving a total of 10,402,288 Common Shares available for reservation pursuant to new grants under the Option Plan and RSU Plan (together, referred to as the "LTIP"). A copy of the LTIP is attached as Schedule "B" to this Circular, and a summary of the LTIP may be found under "Statement of executive compensation - Stock Option Plan" and "Statement of executive compensation - Restricted Stock Unit Plan". The RSU Plan is not required to be approved by Shareholders, as it has a fixed maximum number of Common Shares issuable thereunder (see "Statement of executive compensation - Restricted Stock Unit Plan").

On May 7, 2025, the Board approved the following housekeeping amendment to the Option Plan in order to align it with the policies of the TSX and similar issuers on the TSX:

the "insider participation limit", as defined in the TSX Company Manual was added, which limits the number of securities:

a. issued to insiders of the Corporation, within any one year period, and
b. issuable to insiders of the Corporation, at any time,

under the Option Plan and all of the Corporation's other security based compensation arrangements (including the RSU Plan), to 10% of the Corporation's total issued and outstanding securities, respectively.

Because the Option Plan and the securities issuable pursuant thereto were last approved by Shareholders on June 16, 2022, the Shareholders are required to approve all unallocated securities issuable pursuant to the Option Plan by no later than June 16, 2025. Accordingly, Shareholders will be asked at the Meeting to pass the following ordinary resolution (the "Option Plan Resolution"):

"RESOLVED AS AN ORDINARY RESOLUTION, THAT:

MANAGEMENT INFORMATION CIRCULAR

all unallocated options to purchase common shares under the Option Plan of the Corporation, as attached to the Corporaiton's information circular dated May 7, 2025, are hereby authorized and approved, which approval shall be effective until June 24, 2028; and
any one director or officer of the Corporation be and the same is hereby authorized, for and on behalf of the Corporation, to execute or cause to be executed, and to deliver or cause to be delivered, all such documents and filings, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of the Corporation will be voted FOR the Option Plan Resolution. To be effective, the Option Plan Resolution must be passed by the affirmative votes cast by holders of more than 50% of the Common Shares represented in person or by proxy at the Meeting that vote on the resolution.

Other Matters

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the notice of meeting accompanying this Circular. However, if any other matter properly comes before the Meeting, valid forms of proxy will be voted on such matter in accordance with the best judgment of the persons voting the proxy.

MANAGEMENT INFORMATION CIRCULAR

ABOUT THE DIRECTORS

The following table states the name of each person nominated by management for election as directors, such person's principal occupation or employment, period of service as a director of the Corporation, and the approximate number of voting securities of the Corporation that such person beneficially owns, or over which such person exercises direction or control:

Status: Independent Chair

Age: 67

Residence:
Ontario, Canada

Director Since:
Feb. 13, 2015

Principal Occupation
Corporate Director

Other Public Directorships
Agnico Eagle Mines Limited
Lead Director
(2015 to present)

Royal Gold Inc.
Director
(2015 to present)

Jamie C. Sokalsky

Mr. Sokalsky serves as Chair of the Board, and previously served as Chair of Probe Mines Limited, a predecessor of the Corporation. He has over 30 years of experience as a senior executive and director in the mining industry, including finance, corporate strategy, project development and mergers, acquisitions, and divestitures. Mr. Sokalsky was President, Chief Executive Officer and Director (June 2012 to September 2014), Chief Financial Officer (1999 to 2012) and Executive Vice-President (June 2004 to September 2012) of Barrick Gold Corporation. Mr. Sokalsky is currently the lead director on the board of directors of Agnico Eagle Mines Limited and is also a member of the board of directors of Royal Gold Inc. He holds an Honours Bachelor of Commerce degree from Lakehead University and received his Chartered Accountant designation in 1982.

2024 BOARD AND COMMITTEE MEMBERSHIP	ATTENDANCE
Board of Directors (Chair)	6 / 6 (100%)
Audit Committee	3 / 3 (100%)
Nominating & Corporate Governance	1 / 1 (100%)
Compensation Committee	2 / 2 (100%)

SECURITIES HELD

Date	Common Shares (#)	Restricted Share Units (“RSUs”) (#)	Stock Options (“Options”) (#)	Total Market Value of Common Shares and RSUs ($)	Meets share ownership requirement
May 7, 2025	2,107,200	340,000	825,000	5,261,480	Yes

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

	# of total shares voted	% of total shares voted
For	94,272,143	98.27
Withheld	1,655,157	1.73

MANAGEMENT INFORMATION CIRCULAR

Status: Non-Independent

Age: 55

Residence:

Ontario, Canada

Director Since:

Jan. 16, 2015

Principal Occupation

President and Chief Executive Officer of the Corporation (formerly Probe Mines Limited) (2004 to present).

Other Public Directorships

Angus Gold inc. (2017 to present)

David Palmer

Dr. Palmer serves as President and Chief Executive Officer of the Corporation. Dr. Palmer has been a director of the Corporation since its incorporation, and served as President, Chief Executive Officer, and a director of Probe Mines (November 2003 to March 2015). Prior to joining Probe Mines, Dr. Palmer spent 15 years as an Exploration Geologist and Consultant to the Canadian and international mining industry. He has managed projects and conducted research for major international mining companies around the world. Dr. Palmer holds a B.Sc. (Geology) degree from St. Francis Xavier University, M.Sc. and Ph.D. (Economic Geology) degrees from McGill University and is a member of the Association of Professional Geoscientists of Ontario.

2024 BOARD AND COMMITTEE MEMBERSHIP	ATTENDANCE
Board of Directors	6 / 6 (100%)
Technical, Safety and ESG Committee	10 / 10 (100%)

SECURITIES HELD

Date	Common Shares (#)	Restricted Share Units (“RSUs”) (#)	Stock Options (“Options”) (#)	Total Market Value of Common Shares and RSUs ($)	Meets share ownership requirement
May 7, 2025	3,201,196	545,000	1,097,500	8,054,321	Yes

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

	# of total shares voted	% of total shares voted
For	94,411,989	98.42
Withheld	1,515,311	1.58

MANAGEMENT INFORMATION CIRCULAR

Status: Independent

Age: 53

Residence:

Ontario, Canada

Director Since:

Feb. 21, 2021

Principal Occupation

Director, Pensions and Capital

Management P.E.I.

(2023 to present).

Other Public Directorships

N/A

Jamie Horvat

Mr. Horvat has extensive experience in asset management having managed a range of mandates spanning over two decades, including resources and alternative investments across global and North American marketplaces. He has also managed various institutional mandates for clients based in Europe, Asia, the Middle East and North America. Mr. Horvat has been acknowledged for his achievements, winning numerous awards for investment performance throughout his career. Currently he serves as Director, Pensions and Capital Management with the Province of Prince Edward Island, Department of Finance. Prior to this role, he was Chief Investment Officer of a resource-focused flow-through organization, post his role with a U.K. based pension, insurance, and asset manager, as Head of Global Thematic Investing. He holds a M.Sc. in Finance from the London School of Economics and Political Science, as well as an Honours B. Comm. from McMaster University and a diploma in Mechanical Engineering Technology from Mohawk College in Canada.

2024 BOARD AND COMMITTEE MEMBERSHIP	ATTENDANCE
Board of Directors	6 / 6 (100%)
Audit Committee (Chair)	3 / 3 (100%)
Compensation Committee (Chair)	2 / 2 (100%)
Technical, Safety and ESG Committee	10 / 10 (100%)

SECURITIES HELD

Date	Common Shares (#)	Restricted Share Units (“RSUs”) (#)	Stock Options (“Options”) (#)	Total Market Value of Common Shares and RSUs ($)	Meets share ownership requirement
May 7, 2025	160,597	170,000	400,000	710,784	Yes

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

	# of total shares voted	% of total shares voted
For	92,092,666	96.01
Withheld	3,834,634	3.99

MANAGEMENT INFORMATION CIRCULAR

Status: Independent

Age: 44

Residence:

St Lucy, Barbados

Director Since:

Jun. 7, 2021

Principal Occupation

Managing Director of ABUK Consulting Corp. (2022 to present).

Other Public Directorships

U.S. GoldMining Inc. Director (2022 to present)

Aleksandra Bukacheva

Ms. Bukacheva is a capital markets, investments, and finance professional specializing in the metals and mining sector. She currently serves on the board of U.S. Gold Mining Inc. and is the Chief Investment Officer at Heward Investment Management (Barbados) Inc. and Managing Director at ABUK Consulting Corp., a resource-focused investment and advisory firm. Previously, Ms. Bukacheva held roles as an Independent Director at Montage Gold Corp. and Battle North Gold Corporation prior to its acquisition by Evolution Mining Limited. She also served as an Executive and Board director across several early stage mineral exploration and development companies operating in Australia and Latin America. Ms. Bukacheva was previously a top-ranked Equity Research Analyst for BMO Capital Markets in Canada. Ms. Bukacheva received her Master of Science (MSc.) at the London School of Economics and Political Science, completed a Certificate in Mining Studies at the University of British Columbia, and holds a Chartered Financial Analyst designation.

2024 BOARD AND COMMITTEE MEMBERSHIP	ATTENDANCE
Board of Directors	6 / 6 (100%)
Audit Committee (Chair)	3 / 3 (100%)
Compensation Committee	2 / 2 (100%)
Nominating & Corporate Governance (Chair)	1 / 1 (100%)
Technical, Safety and ESG Committee (Chair)	10 / 10 (100%)

SECURITIES HELD

Date	Common Shares (#)	Restricted Share Units (“RSUs”) (#)	Stock Options (“Options”) (#)	Total Market Value of Common Shares and RSUs ($)	Meets share ownership requirement
May 7, 2025	100,000	170,000	500,000	580,500	Yes

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

	# of total shares voted	% of total shares voted
For	92,113,597	96.02
Withheld	3,813,703	3.98

MANAGEMENT INFORMATION CIRCULAR

Status: Independent

Age: 55

Residence:

Ontario, Canada

Director Since:

Apr. 5, 2023

Principal Occupation

President and Chief Executive

Officer of IAMGOLD

Corporation

Other Public Directorships

IAMGOLD Corporation (2023 to present)

Renaud Adams

Renaud Adams has over 30 years of global mining experience in senior executive positions and operations. Currently, Mr. Adams serves as the President and Chief Executive Officer of Iamgold Corporation. Previously, from 2018 to 2022, he was the President and Chief Executive Officer of New Gold Inc., where he led the strategic repositioning of the company and turnaround of its operations. Prior to New Gold, Mr. Adams was President and Chief Executive Officer of Richmond Mines Inc. from 2014 until the company was sold to Alamos Gold in November 2017. From 2011 to 2014, Mr. Adams was Chief Operating Officer at Primero Mining Corporation, and prior to that he was General Manager of IAMGOLD's Rosebel mine in Suriname before being appointed Senior Vice President, Americas Operations. Prior to IAMGOLD, Mr. Adams held various senior operations positions at mining operations located in the Americas. Mr. Adams holds a Bachelor of Engineering degree in Mining and Mineral Processing from Laval University in Quebec, Canada.

2024 BOARD AND COMMITTEE MEMBERSHIP	ATTENDANCE
Board of Directors	6 / 6 (100%)
Nominating & Corporate Governance	1 / 1 (100%)
Technical, Safety and ESG Committee	10 / 10 (100%)

SECURITIES HELD

Date	Common Shares (#)	Restricted Share Units (“RSUs”) (#)	Stock Options (“Options”) (#)	Total Market Value of Common Shares and RSUs ($)	Meets share ownership requirement
May 11, 2025	150,000	170,000	300,000	688,000	Yes

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

	# of total shares voted	% of total shares voted
For	94,091,380	98.09
Withheld	1,835,920	1.91

MANAGEMENT INFORMATION CIRCULAR

Status: Non-Independent

Age: 65

Residence:
Ontario, Canada

Director Since:
Feb. 3, 2015

Principal Occupation
Solicitor and partner of Peterson McVicar LLP
(1995 to present).

Other Public Directorships
Angus Gold Inc. (2017 to present).

Bigstack Opportunities I Inc. (2021 to present).

Dennis Peterson

Mr. Peterson has over 30 years' experience as a corporate securities lawyer specializing in corporate finance matters for small cap companies and has served as a director of the Corporation since its incorporation, and of Probe Mines from 2007 to 2015. Most of Mr. Peterson's practice focuses on junior natural resource companies, and he has extensive experience with all aspects of prospectus financings, private placements, mergers and acquisitions in the junior public markets. Companies he has worked with are listed on the Toronto Stock Exchange and the TSX Venture Exchange. Mr. Peterson holds a B. Comm. (Hons.) degree from Queen's University and an LL.B. degree from the University of Toronto Faculty of Law.

2024 BOARD AND COMMITTEE MEMBERSHIP	ATTENDANCE
Board of Directors	6 / 6 (100%)

SECURITIES HELD

Date	Common Shares (#)	Restricted Share Units (“RSUs”) (#)	Stock Options (“Options”) (#)	Total Market Value of Common Shares and RSUs ($)	Meets share ownership requirement
May 11, 2025	1,583,244	170,000	400,000	3,769,475	Yes

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

	# of total shares voted	% of total shares voted
For	93,716,801	97.70
Withheld	2,210,499	2.30

MANAGEMENT INFORMATION CIRCULAR

Status: Independent

Shannon McCrae

Ms. Shannon McCrae is a seasoned professional geologist and executive with more than 25 years of experience in the resource industry. Her expertise spans from early-stage exploration to mine sites across multiple commodities, leading to significant economic discoveries and innovative advancements. She also serves as a board member of Fuerte Metals, Vox Royalty and Gold Fields and was previously a NED of Boart Longyear. Prior to her current roles, she held the position of Director of Exploration and Growth at Barrick Gold, where she was a key member of the senior Global Exploration and Growth team until 2019. Ms. McCrae has also held senior positions with De Beers Canada and served as Vice President of Business Development at Novamera. Ms McCrae holds the P. Geo and ICD.D professional accreditations and earned a BSc (Geology) from Western University.

Age: 53

Residence:

Ontario, Canada

Director Since: March 28, 2024

Principal Occupation

Managing Director, Athena Geoscience

(June 2019 to present).

Other Public Directorships

Gold Fields Limited (2024 to present)

Vox Royalty (2024 to present)

Fuerte Metals ( 2024 to present)

2024 BOARD AND COMMITTEE MEMBERSHIP ATTENDANCE

Board of Directors	4 / 4

SECURITIES HELD

Date	Common Shares (#)	Restricted Share Units (“RSUs”) (#)	Stock Options (“Options”) (#)	Total Market Value of Common Shares and RSUs ($)	Meets share ownership requirement
May 11, 2025	19,400	100,00	250,00	41,710	No

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

	# of total shares voted	% of total shares voted
For	94,063,145	98.06
Withheld	1,864,155	1.94

MANAGEMENT INFORMATION CIRCULAR

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director of the Corporation is, as at the date of this Circular, or within the 10 years prior to the date of this Circular has been, a director, chief executive officer or chief financial officer, of any company (including the Corporation) that:

(a) while that person was acting in that capacity was subject to:

(i) a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order), or
(ii) an order similar to a cease trade order, or
(iii) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days (an "Order"); or

(b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No proposed director of the Corporation (or any personal holding company of any such individual) is, or within the 10 years prior to the date of this Circular has:

(i) been a director or executive officer of any corporation that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver manager or trustee appointed to hold its assets; or
(ii) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets such individual.

No proposed director of the Corporation (or any personal holding company of any such individual) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

MANAGEMENT INFORMATION CIRCULAR

REPORT ON CORPORATE GOVERNANCE PRACTICES

Corporate governance highlights

National Policy 58-201 – Corporate Governance Guidelines of the Canadian Securities Administrators sets out a series of guidelines for effective corporate governance (the "Guidelines"). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") requires the disclosure by each listed corporation of its approach to corporate governance with reference to the Guidelines as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

Set out below is a description of the Corporation's approach to corporate governance in relation to the Guidelines.

The Board of Directors

NI 58-101 defines an "independent director" as a director who has no direct or indirect material relationship with the Corporation. A "material relationship" is in turn defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with such member's independent judgment.

The Board is currently comprised of seven members, five of whom the Board has determined to be "independent directors" within the meaning of NI 58-101. Jamie Sokalsky (Chair), Jamie Horvat, Aleksandra Bukacheva, Renaud Adams and Shannon McCrae are considered independent directors within the meaning of NI 58-101 since they are each independent of management and free from any material relationship with the Corporation. The basis for this determination is that, since the date of incorporation of the Corporation, none of the independent directors have worked for the Corporation, received remuneration from the Corporation or had material contracts with or material interests in the Corporation which could interfere with their ability to act with a view to the best interests of the Corporation. David Palmer is not considered an independent director because he is also an officer of the Corporation. Dennis H. Peterson is not considered an independent director as he is a partner of Peterson McVicar LLP, which provides legal services to the Corporation on a consulting basis.

The Board functions independently of management. To enhance its ability to act independent of management, the Board may in the future hold meetings of independent directors in the absence of members of management and/or non-independent directors, or may excuse such persons from all or a portion of any meeting where an actual or potential conflict of interest arises or where the Board otherwise determines is appropriate.

The Board has adopted a written mandate, a copy of which is available on the Corporation's website at www.probegold.com and under the Corporation's SEDAR+ profile at www.sedarplus.ca. The Board has not adopted written position descriptions for the Chair of the Board or the committee chairs on the basis that the roles are well understood by all of the directors. The Board has also not adopted a written position description for the Chief Executive Officer on the same basis, however, the Board has developed corporate goals and objectives for the Chief Executive Officer by setting out key responsibilities.

MANAGEMENT INFORMATION CIRCULAR

Board Skills Matrix

In 2024, the Nominating and Corporate Governance Committee, under the advisement of the Board and GGA, developed a skills matrix in order to assist the Board in evaluating the experience, expertise and competencies that each current director possesses, in addition to the overall diversity of the Board. The skills matrix will be reviewed by both the Nominating and Corporate Governance Committee and the Board annually.

While each individual director contributes to the overall depth and breadth of experience on the Board, the Nominating and Corporate Governance Committee has developed the skills matrix based on consultation and agreement on each director's primary strengths and key areas of expertise. The competencies and skills identified in the matrix are those which the Board, in consultation with the Nominating and Governance Committee, has identified as essential to the proper governance of the Corporation.

Board of Directors: Skills and Experience Matrix

Director	Finance					Industry (Exploration) Knowledge			General
	Accounting, Audit and Oversight	Investment Banking	Capital Markets	M&A/Strategic Planning	Risk Management	Corporate Development	Mining	Geology/ Exploration	Legal	Corporate Governance	EHS	HR/Labour Relations	Government/ NGO Relations	Community Relations
Jamie Sokalsky (Chair)	●	●	●	●	●	●	○	○	○	●	○	○	○	○
David Palmer	○	○	○	●	○	●	○	●	○	○	●	○	○	○
Jamie Horvat	●	●	●	○	●	●	○	○	○	●	○	○	○	○
Aleksandra Bukacheva	●	●	●	●	○	●	○	○	○	●	○	○	○	○
Renaud Adams	●	●	●	●	●	●	●	○	○	●	●	●	●	●
Dennis Peterson	●	○	○	●	●	○	○	○	●	●	○	○	●	○
Shannon McCrae	○	○	○	●	○	○	○	●	○	○	○	○	○	○

Notes: Blank = No experience; ● = Some Experience; ● = Experienced

MANAGEMENT INFORMATION CIRCULAR

Directorships

Certain of the directors and proposed directors of the Corporation are also current directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)	Trading Market
Jamie Sokalsky	Agnico Eagle Mines Limited
Royal Gold Inc.	TSX, NYSE
NASDAQ
David Palmer	Angus Gold Inc.	TSX-V
Dennis H. Peterson	Angus Gold Inc.
Bigstack Opportunities I Inc.	TSX-V
TSX-V
Aleksandra Bukacheva	U.S. GoldMining Inc.	NASDAQ
Shannon McCrae	Fuerte Metals
Vox Royalty
Gold Fields	TSX
NASDAQ
JSE
Renaud Adams	IAMGOLD Corporation	TSX, NYSE

Attendance

During the fiscal year ended December 31, 2024, the board held a total of six (6) Board meetings, three (3) audit, two (2) compensation, one (1) nominating and corporate governance and ten (10) technical, Safety and ESG Committee. In addition to the attendance listed below, Directors from time to time attend other committee meetings by invitation. The attendance of each of the nominees with regard to the Board meetings and applicable committee meetings is noted in the tables below.

Name	Board Meeting	Audit Committee	Compensation Committee	Technical, Safety and ESG Committee	Nominating and Corporate Governance Committee
David Palmer
President, Chief Executive Officer and Director	8/8	N/A	N/A	8/8	N/A
Jamie Sokalsky
Chair and Director	8/8	5/5	2/2	N/A	1/1
Dennis H. Peterson
Director	8/8	N/A	N/A	N/A	N/A
Jamie Horvat
Director	8/8	5/5	2/2	8/8	N/A
Aleksandra Bukacheva
Director	8/8	5/5	2/2	8/8	1/1
Renaud Adams
Director	7/8	N/A	N/A	8/8	1/1
Shannon McCrae(1)
Director	5/8	N/A	N/A	N/A	N/A

Notes:
(1) Joined as a director on March 28, 2024.

MANAGEMENT INFORMATION CIRCULAR

Orientation and Continuing Education

While the Corporation currently has no formal orientation and education program for new Board members, it is expected that sufficient information (such as recent financial statements, technical reports and various other operating, property and budget reports) will be provided to all new Board members to ensure that new directors are familiarized with the Corporation's business and the procedures of the Board. In addition, new directors will be encouraged to visit and meet with management on a regular basis and to visit the Corporation's project office in Val-d'Or. Annual Board and/or Committee meetings will also be held at Val-d'Or. The Corporation will also encourage continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Corporation. The Board's continuing education will also consist of correspondence with the Corporation's legal counsel to remain up to date with developments in relevant corporate and securities law matters.

Ethical Business Conduct

The fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest will ensure that the Board operates independently of management and in the best interests of the Corporation.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors and proposed directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the OBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Any interested director will be required to declare the nature and extent of his or her interest and will not be entitled to vote at meetings of directors at which matters that give rise to such a conflict of interest are considered.

MANAGEMENT INFORMATION CIRCULAR

Board Committees

The Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance committee, the Compensation Committee and the Technical, Safety and ESG Committee. The members of these committees are in this Circular under the heading "Audit Committee" above, and under the headings "— Compensation Committee", "— Other Board Committees", "— Technical, Safety and ESG Committee" and "— Nomination of Directors" below. The Board has adopted the Audit Committee Charter, which is attached as Schedule "A" to this Circular.

Nominating and Corporate Governance Committee

Responsibility for identifying new candidates to join the Board belongs to the Board as a whole. The Board encourages all directors to participate in the process of identifying and recruiting new candidates. The Nominating and Corporate Governance Committee has the responsibility of making recommendations to the Board with respect to the new nominees and for assessing directors on an on-going basis. While there are no specific criteria for Board membership, the Corporation will seek to attract and retain directors with business knowledge and a particular expertise in mineral exploration and development or other areas of specialized knowledge (such as finance) which will assist in guiding the officers of the Corporation. The members of the Nominating and Corporate Governance Committee are currently Aleksandra Bukacheva (Chair), Jamie Sokalsky, Renaud Adams and Shannon McCrae, each of whom are independent directors within the meaning of NI 58-101. See "Executive Compensation" and "— Compensation".

The Board considers a candidate's knowledge, qualifications and expertise, with diversity factors such as gender, age, cultural background and other personal characteristics. As of the record date, the Board currently has two female directors comprising 29% of the board and 40% of independent directors.

The Board and the Corporation have not established or imposed quotas or targets regarding for the appointment of women to the Board or to executive officer positions. Instead of establishing firm targets, the Board and the Company prefers to consider gender as one of a number of factors in selecting candidates.

The Board is committed to ensuring that diversity is actively pursued and gender diversity is one of several factors considered in the nomination process, giving due consideration to all other above-mentioned factors. The Board has adopted a formal diversity policy which is available on its website at https://probegold.com/about-us/corporate-governance/.

The Corporation has not adopted term limits or other mechanisms of Board renewal as it takes the view that they may result in directors who have accumulated valuable industry experience being forced to leave their position arbitrarily. The Corporation believes that directors should be assessed based on their ability to continue to make a meaningful contribution to the Corporation.

Compensation Committee

The Compensation Committee is responsible for assisting the Corporation in determining compensation of senior management of the Corporation as well as reviewing the adequacy and form of the directors' compensation. The Compensation Committee is expected to annually review the goals and objectives of the Corporation's Chief Executive Officer for the upcoming year and to perform an appraisal of the Corporation's Chief Executive Officer's performance for the past year. The Compensation Committee will also administer and make recommendations regarding the operation of the Corporation's incentive plans. Its members are Jamie Horvat (Chair), Jamie

MANAGEMENT INFORMATION CIRCULAR

Sokalsky and Aleksandra Bukacheva, each of whom are independent directors within the meaning of NI 58-101. See in this Circular, "Executive Compensation" and "— Compensation".

Compensation

The Compensation Committee of the Board reviews, on an annual basis, the adequacy and form of compensation of directors and officers and will ensure that the levels of compensation of the Board reflect the responsibilities, time commitment and risks involved in being an effective director.

Because of the Corporation's status as a pre-production mineral company that is still in the development stage, the Corporation has a relatively small number of employees and relies extensively on the input and expertise of its non-employee directors. In its efforts to attract and retain experienced directors, the Corporation may compensate directors in part with grants of options and RSUs under the LTIP, thereby conserving its cash resources and aligning the directors' incentives with the interests of Shareholders by providing them with the opportunity to participate in any increase in shareholder value that results from their contribution. See "Compensation of Directors".

Audit Committee

The Corporation has established an Audit Committee comprised of directors who are not executive officers, employees, or control persons of the Corporation or any of its affiliates, and who are considered to be financially literate in accordance with applicable securities laws. Its members are Jamie Horvat (Chair), Jamie Sokalsky and Aleksandra Bukacheva, each of whom are independent within the meaning of NI 58-101. The Audit Committee Charter is attached as Schedule "A" to this Circular. See "Audit Committee".

Technical, Safety and ESG Committee

The Corporation has established a Technical, Safety and ESG Committee as of February 24, 2021, to provide oversight and support of the Company's technical planning and work. Its members are Aleksandra Bukacheva (Chair), Renaud Adams, Jamie Horvat, and Shannon McCrae, each of whom are considered independent directors within the meaning of NI 58-101.

The Board has no committees other than the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Technical, Safety and ESG Committee. The Board may establish additional committees depending on the needs of the Corporation.

Assessments

The Board assesses, on an annual basis, the contributions of the Board as a whole and each of the individual directors in order to determine whether each is functioning effectively. The Board satisfies itself that the Board, its committees, and its individual directors are performing effectively through ongoing informal assessments made and discussed at the meetings of the Board. The Board will also from time to time assess its policies, procedures and guidelines to ensure that they remain current and relevant.

MANAGEMENT INFORMATION CIRCULAR

COMPENSATION DISCUSSION AND ANALYSIS

Statement of executive compensation

Named Executive Officers

For the purposes of this Circular, a Named Executive Officer ("NEO") of the Corporation means each of the following individuals:

(a) a chief executive officer ("CEO") of the Corporation;
(b) a chief financial officer ("CFO") of the Corporation;
(c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000; and
(d) each individual who would be an NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

In respect of the Company's financial year ended December 31, 2024, the Company had four NEOs as follows:

Name	Position
David Palmer	President, Chief Executive Officer and Director
Yves Dessureault	Chief Operating Officer
Patrick Langlois	Chief Financial Officer and Vice President, Corporate Development
Marco Gagnon	Executive Vice President

Executive and Employee Compensation Objectives and Philosophy

The Board of Directors recognizes that the Corporation's success depends greatly on its ability to attract, retain and motivate superior performing employees, which can only occur if the Corporation has an appropriately structured and implemented compensation program. The objectives of the compensation program in compensating all NEOs will be developed based on the ability:

to attract, retain and motivate highly qualified executive officers;
to align the interests of executive officers with Shareholders' interests and with the execution of the Corporation's business strategy;
to evaluate executive performance against key corporate performance indicators that drive long-term Shareholder value; and
to tie compensation incentives directly to those key performance indicators with measurable goals that drive performance in alignment with the Corporation's business strategy.

The objectives of the compensation program are embedded within the Corporation's compensation philosophy fundamental principles:

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Compensation programs align with Shareholder interests – the Corporation aligns the goals of executives with maximizing long-term Shareholder value;
Performance sensitive – compensation for executive officers should be linked to operating and market performance of the Corporation and fluctuate with the performance; and
Offer market competitive compensation to attract, retain and motivate talent – the compensation program should provide market competitive pay in terms of value and structure to retain and motivate existing employees who are performing according to their objectives and to attract new individuals of the highest calibre.

The Corporation believes that transparent, objective and measurable corporate goals, combined with individual performance goals, play an important role in creating and maintaining an effective compensation strategy for the NEOs. The Corporation's objective is to establish benchmarks and targets for its NEOs that drive performance that enhances Shareholder value if achieved.

Aggregate compensation for each NEO is designed to be competitive. The compensation committee of the Board (the "Compensation Committee") reviews from time to time the compensation practices of similarly situated companies when considering the Corporation's executive compensation practices. The Compensation Committee reviews each element of compensation for market competitiveness, and although it may weigh a particular element more heavily based on the NEO's role within the Corporation, it is primarily focused on remaining competitive in the market with respect to total compensation. When conducting its evaluation of each NEO, the Compensation Committee considers, among other things, executive compensation surveys, recommendations by any executive compensation consultant retained by the Compensation Committee (see the discussion under the section

Compensation Consultant) and evaluations prepared by the Chief Executive Officer for each NEO (other than the Chief Executive Officer). The Board reviews the recommendations made by the Compensation Committee and gives final approval on the compensation of the NEOs. The Board of Directors has complete discretion over the amount and composition of each NEO's compensation.

From time to time, on an ad hoc basis, the Compensation Committee will review data related to compensation levels and programs of various companies that are similar in size to the Corporation and operate within the mining exploration and development industry. The Compensation Committee also relies on the experience of its members as officers and/or directors at other companies in similar lines of business as the Corporation in assessing compensation levels. These other companies on whose boards the directors sit on are identified in this Circular under the heading "Corporate Governance – Directorships".

Compensation Governance

The Compensation Committee is responsible for ensuring that the Corporation has in place an appropriate plan for executive compensation and for making recommendations to the Board with respect to the compensation of the Corporation's executive officers. The Compensation Committee ensures that total compensation paid to all NEOs is fair, reasonable, and consistent with the Corporation's compensation philosophy.

From time to time the Compensation Committee makes, and the Board reviews and may approve, recommendations regarding compensation to executive officers and directors. A combination of fixed and variable compensation are used to motivate executive officers to achieve overall corporate goals. The three basic components of the Corporation's executive officer compensation program are:

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base salary;
annual incentive (bonus) payments; and
long-term incentive compensation (in the form of Options, RSUs and/or Performance Share Units ("PSUs")).

Base salaries are paid in cash, and constitute the fixed portion of the total compensation paid to executive officers. Annual incentives and long-term incentive compensation comprise the remainder, and represent compensation that is "at risk" and thus may or may not be paid to the respective executive officer depending on: (i) whether the Corporation and executive officer is able to meet or exceed the applicable performance targets; and (ii) market performance of the Common Shares. Currently, 80% of the total performance metrics for the executive compensation is comprised of the Corporation's performance targets and the remaining 20% is comprised of the executive officer's personal performance. The Board considers each performance target and the Corporation's performance and assigns compensation based on this assessment and the recommendations of the Compensation Committee.

2024 Amendments to Compensation Structure

The Corporation began awarding PSUs in March 2024 in order to better align the interests of Management with the interests of the Corporation's shareholders. PSUs are awarded pursuant to the Corporations restricted share unit plan (the "RSU Plan"). Awards of PSUs are granted and vest based on certain performance criteria, as discussed under "Long-Term Incentive Compensation". Through the granting of performance-based awards, long-term increases in the Common Share price benefits both executives and the Shareholders. Additionally, vesting periods and performance goals with longer-term horizons help to ensure that NEOs and the rest of management have an interest in continuous, sustained growth in Common Share prices, rather than short-term gains.

The awarding of competitive, long-term incentive compensation motivates key members of management to meet individual goals and targets, but more importantly, incentivizes these individuals to meet the overall performance objectives of the Corporation.

Compensation Consultant

The Compensation Committee retained Global Governance Advisors Inc. ("GGA") as an independent executive compensation consultant with significant mining and global executive and director compensation experience. In 2024, GGA was retained to review the compensation philosophy and peer group, benchmark and review the executive and director compensation, design the Performance Share Unit Framework and review the Management Information Circular.

The Company's primary Peer Group is reviewed annually to generally ensure it remains aligned with the current size and scope of the Company's operations and based on companies that generally meet the following criteria:

Exploration mining companies of a fairly similar size to Probe (i.e. 0.25 times to 4 times the value of Probe's market capitalization), primarily from a market cap perspective, but also considering other financial factors such as total assets and size/value of mineral inventory;
Exploration mining companies with operations in similar geographical locations to Probe (primarily North America);
Exploration mining companies with a similar scope of operations to Probe; and

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Exploration mining companies primarily in the gold and precious metals sectors.

The Compensation Committee retained GGA to review the Company's primary Peer Group. The Peer Group was revised due to several peers that no longer align effectively with the above-stated peer group criteria. Specifically, Artemis Gold Inc., Bonterra Resources Inc., Gold Standard Ventures Corp., Integra Resources Corp., Moneta Gold Inc. and Troilus Gold Corp. were removed on the basis of either having been acquired or based on size changes. The peer group was updated to include Discovery Silver Corp., Orezone Gold Corp., Perpetua Resources Corp., Reunion Gold Corp., Wallbridge Mining Company Ltd. and Western Copper and Gold Corp.. Probe's market cap aligned with the 24th percentile on a market cap basis at the time the Peer Group was developed.

The Corporation's peer group, as approved by the Board, included the following organizations in 2024:

Peer Group
Discovery Silver Corp.	Osisko Development Corp.
I-80 Gold Corp..	Perpetua Resources Corp.
Liberty Gold Corp.	Reunion Gold Corp.¹
Marathon Gold Corp.¹	Skeena Resources Ltd.
O3 Mining Inc.¹	Wallbridge Mining Company Ltd.
Orezone Gold Corp.	Western Copper and Gold Corp.

¹) since the 2024 peer group was developed these organizations have been delisted

The Compensation Committee does not direct GGA to perform services in any particular manner or under any particular method. It pre-approves all work performed by GGA and approves all invoices for executive compensation work performed by GGA. The Compensation Committee has the final authority to hire and terminate GGA as its executive compensation consultant, and GGA has not provided any other services to the Corporation other than executive and director compensation consulting services. The aggregate fees related to the executive and directors' compensation consulting services paid to GGA for 2024 and 2023 were:

Executive Compensation Consulting-Related Fees

Type of Work	2024	2023
Services related to NEO and director compensation	$28,251	$25,703
All other fees	$46,911	Nil
Total	$75,162	$25,703

Compensation Risk Considerations

The Corporation's overall compensation plan is designed to maximize long-term shareholder value. The creation of an optimal plan requires an understanding of: (1) the Corporation's objectives (in the long and short term), and (2) the individuals charged with delivering those objectives. The Corporation strives to design its total compensation plan so that the plan does not

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result in or encourage behavior that is detrimental to or inconsistent with the goals and objectives of the Corporation, including the continued compliance with all applicable laws and regulations.

The success of the Corporation in delivering value for shareholders is largely determined by the quality and consistency of its business strategies and the execution thereof. In this regard, the Board believes that it is important to ensure that compensation programs are designed to attract, motivate and retain key employees in order to achieve and, where possible, exceed the strategic objectives of the Corporation. As part of its ongoing oversight duties, the Compensation Committee considers the implications of risk associated with the Corporation's compensation policies and practices, having regard to various elements such as, among other things, retention of key personnel and appropriate performance targets that reward and align performance with compensation. The Board believes that its current compensation policies and practices, as described herein, achieve a proper balance between compensation to reflect both annual performance and long-term value creation.

The Compensation Committee is responsible for considering, establishing and reviewing executive compensation programs, and whether the programs encourage unnecessary or excessive risk taking. The Corporation anticipates the programs will be balanced and will not motivate unnecessary or excessive risk taking. Pursuant to the terms of the Corporation's Securities Trading Policy, the Corporation's officers and directors are prohibited from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds securities that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the officer or director. To the knowledge of the Corporation, as of the date of hereof, no director or NEO of the Corporation has participated in the purchase of such financial instruments. The Corporation has a number of policies (in addition to its Code of Business Conduct and Ethics) intended to foster good governance and continued compliance with applicable regulations and securities laws, including:

A Board Mandate;
An Equity Ownership Requirement Policy for Executives and non-employee directors;
A Whistleblower Policy;
A Corporate Disclosure Policy;
A Securities Trading Policy
An Investment Policy; and
An Anti-Bribery and Anti-Corruption Policy.
Each of the above policies are set out in the Corporation's Corporate Governance Manual, available on its website.

Base salaries are fixed in amount and do not encourage risk taking. While annual incentive awards will focus on the achievement of short-term or annual goals and short-term goals may encourage the taking of short-term risks at the expense of long-term results, the Corporation's annual incentive award program will represent a small percentage of employees' compensation opportunities.

The majority of the NEOs compensation is in performance-based compensation. The LTIP is granted in the form of Option awards and restricted share unit ("RSU") awards (including PSUs), which together are important to further align employees' interests with those of the Shareholders. The ultimate value of the awards is tied to the price of the Common Shares and since awards are expected to be staggered and subject to long-term vesting schedules, they will help ensure that NEOs have significant value tied in long-term stock price performance.

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To ensure the Corporation's compensation policies and practices do not encourage its executive officers to take inappropriate or excessive risks and to foster the alignment of management and shareholder interests, the Corporation also has in place share ownership guidelines – see Equity Ownership Requirements.

Base Salary

As set out above, in order to retain an effective executive management group, the salaries paid by the Corporation are intended to be competitive with others in the industry generally, as well as within the regional market in which the NEOs are located. Base salary levels take into account each NEO's individual responsibilities, experience, performance and contribution to enhancing shareholder value.

The approach to base salaries for NEOs taken by the Corporation is to provide a solid base compensation level to encourage achievement of the Corporation's goals, while aligning interests with the interests of the Company's shareholders through share incentive rewards. Annual base salaries are established in part using internal and external evaluations of average base salaries paid to officers of other mining companies of similar characteristics as the Corporation – see the section

Compensation Consultant

The Compensation Committee and the Board approve the salary ranges for the NEOs taking into consideration the factors set out above. Additional factors include current market conditions, leadership ability and management effectiveness, and proven or expected performance of the particular individual. The Corporation's policy for determining salary for executive officers will be consistent with the administration of salaries for all other employees.

For the 2024 fiscal year, the Compensation Committee weighed various factors, including the general lack of equity for available financing and share performance in our industry, and made the decision to limit executive salary increases in order to exercise financial discipline.

For 2024, annual base salaries for NEOs were as follows:

Named Executive Officer and Position	2024 Base Salary ($)
David Palmer
Chief Executive Officer	$440,000
Yves Dessureault
Chief Operating Officer	$340,000
Patrick Langlois
Chief Financial Officer, Vice President, Corporate Development	$290,000
Marco Gagnon
Executive Vice President	$280,000

Annual Short-Term Incentive Payments

The incentive program is a short-term performance-based incentive plan that rewards the achievement of annual goals and objectives, as well as longer-range strategic goals and directly reinforces the Corporation's "pay for performance" approach. The objective of the program is to compensate individuals based on the achievement of specific goals that are intended to correlate closely with Shareholder value.

Incentive compensation is contingent upon the attainment of pre-defined Corporate and Individual objectives. Short-Term Incentive Plan is intended to provide employees with the opportunity to earn an annual performance based cash award. The Board maintains the discretion to monitor

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the financial health of the Corporation and can elect to settle a Short-Term Incentive award in RSUs under the Corporation's RSU Plan in order to preserve the financial health of the Corporation.

Philosophy

The Corporation's policy with respect to annual incentives is to ensure that proper criteria are used to measure and reward the performance of NEOs and other senior executives within the organization. The overall percentage of incentive compensation should reflect market best practices with respect to incentive compensation, as determined based on the review of external sources of compensation data from peer companies. It should also reflect the equity principles and practices adopted and fostered by the Company.

The annual incentive policy links the contributions of the NEOs with business performance by rewarding certain qualitative and quantitative achievements. Annual compensation is thus results-driven, and targets must be achieved for the incentive payout to be earned.

Determination of Incentive Payments

The Board approves target annual incentive amounts for each NEO at the beginning of each financial year. The Compensation Committee determines target amounts based on a number of factors, including comparable compensation of similar companies. Funding of the annual incentive awards is capped at the Corporation level and the distribution of funds to the executive officers will be at the discretion of the Compensation Committee. Each NEO may receive partial or full payment of the target annual incentive amount set by the Compensation Committee at the beginning of each financial year, depending on the number of the predetermined targets met, and the assessment of such NEO's overall performance by the Compensation Committee and the Board.

Target incentive levels for annual incentive awards are defined as a percentage of base salary and vary by role in the Corporation by position level. The Fiscal 2024 target cash bonus opportunities as a percentage of the NEOs base salary that may be earned based on the achievement of corporate and individual objectives are summarized in the table below:

Named Executive Officer and Position	Performance Below Threshold	Performance at Threshold	Performance at Target	Maximum Short-Term Incentive Amount (% of base salary)	Short-Term Incentive Level Achieved for 2024 (% of base salary)
David Palmer
Chief Executive Officer	0%	45%	90%	135%	81%
Yves Dessureault
Chief Operating Officer	0%	25%	50%	75%	44%
Patrick Langlois
Chief Financial Officer, Vice President, Corporate Development	0%	25%	50%	75%	43%
Marco Gagnon
Executive Vice President	0%	25%	50%	75%	44%

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A measure of the achievement of corporate objectives accounts for 80% of the bonus percentage awarded to the NEOs set out above, while individual performance measures account for 20%. See Evaluation of Incentive Payments – Personal Performance and Evaluation of Incentive Payments – Corporation Performance for a description of these metrics.

Evaluation of Incentive Payments

In order to develop a recommendation to the Board regarding annual incentive payments, the Compensation Committee assesses NEO performance objectively, considering each NEO's respective success in achieving his or her individual objectives, contributions to the achievement of the Corporation's goals, and contributions to meeting the needs of the Corporation that arise on a day-to-day basis. Currently, 80% of the total performance metrics for the executive compensation is comprised of the Corporation's performance targets and the remaining 20% is comprised of the executive officer's personal performance. The Board considers each performance target and the Corporation's performance and assigns compensation based on this assessment and the recommendations of the Compensation Committee. If the Compensation Committee cannot unanimously agree on a recommendation in respect of an NEO's annual incentive payment, the matter is referred to the full Board for decision.

The Board relies heavily on the recommendations of the Compensation Committee in granting annual incentives. However, the Board reserves ultimate discretion in determining whether each NEO has met his or her targets, and has the right make positive or negative adjustments to any annual incentive payment recommended by the Compensation Committee that it deems appropriate.

Evaluation of Incentive Payments – Corporation Performance

Each year, specific corporate objectives are established by the Compensation Committee with an aim to fulfill the Corporation's business strategy. The key performance measures and relative weight applied to each key performance measure may vary from year to year to reflect the Corporation's then-current focus, while always having regard to the Corporation's strategy and compensation philosophy. The Corporate Performance is assessed by the Chief Executive Officer and approved by the Board against criteria determined by the Board in consultation with the Compensation Committee.

For Fiscal 2024, the Corporation adopted a balanced scorecard framework that considers the following corporate performance metrics:

Health & Safety
Resource Growth
Development timelines
Capital Budget
Investor Relations

The balanced scorecard framework assists the Board and the Compensation Committee in determining the level of the cash bonuses that are payable to officers in a given fiscal year. Bonuses will be based on a quantum of the performance metrics set out above, with the bonus itself reflecting a percentage of the NEOs salary. The results of the 2024 balanced scorecard related to the Corporation's performance are as follows:

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Key Performance Measure	Weight	2024 Performance Objectives Target	2024 Results Assessment
People – Health & Safety	10%	Maintain a safe work environment and employee engagement	15%
Environment, Social & Governance (“ESG”)	10%	Efforts to support sustainability of the business, maintenance of reporting and compliance structures and community engagement	0%
Technical – Development	20%	Permitting and PFS Timelines	10%
Technical - Resource	20%	Calculate new resource based on 2023/2024 expansion drilling program	30%
Finance – Capital Budget	20%	Complete approved work programs and maintain general and administrative expenditures within Board-approved annual budget	10%
Investor Relations – Relative Shareholder Return	20%	Raise awareness and Profile of Corporation	30%
TOTAL:			95%

As set out above, a result of 95% for the Key Performance table equates to 76% out of a total possible 80% weighting for the Corporation's performance in 2024.

The Compensation Committee assessed the Corporation achievement of the above-noted 2024 Key Performance Measure, which included the following:

The safety of our employees, our communities and our environment are a top priority for the Corporation and it continues to achieve strong results. The Corporation had no reportable incidents in 2024.

The Corporation is in the process of building an ESG team, reflecting the importance of ESG by stakeholders and investors. In 2024, the Corporation established a stakeholder strategy, maintained stakeholder relations and developed ESG policies.

The Corporation released an updated mineral resource, with a global resource of just over 10 million ounces of gold.

The Corporation employs a rigorous policy for budgetary spending. In 2024 management achieved a slight budget deficit due to a continuing impact of higher levels of inflation.

The Corporation is focussed on increasing value to shareholders. Probe's Investor Relations program includes raising awareness of Probe's projects, thereby increasing the trading liquidity and share price.

Evaluation of Incentive Payments – Personal Performance

The individual performance of each NEO is assessed each year during the annual review process and an individual performance factor (reflecting a % of base salary) for each NEO is determined by the Compensation Committee. As set out in the chart above, the individual performance factor for the CEO is set between 0% and 135%, and the individual performance factor for the other NEOs is set between 0% and 75%.

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Long-Term Incentive Compensation

Options and RSUs may be granted to directors, management, employees and certain service providers as long-term incentives to align the individual's interests with those of the Corporation. Options and RSUs are awarded to directors and employees, including NEOs, at the Board's discretion, on the recommendation of the Compensation Committee. Decisions with respect to options and RSUs granted are based upon the individual's level of responsibility and their contribution towards the Corporation's goals and objectives, and additionally may be awarded in recognition of the achievement of a particular goal or extraordinary service. The Compensation Committee considers outstanding Options and RSUs granted under the Option Plan and the RSU Plan, and held by management in determining whether to make any new grants of Options and RSUs, and the quantum or terms of any Options or RSUs granted.

The objective of the RSU Plan is to further aid in retaining eligible employees while maintaining alignment of compensation with the long-term share price performance provided to the Corporation's shareholders. RSUs and PSUs aid in promoting greater share ownership by executives and employees at the Corporation and aligning closer to market practices. Furthermore, the RSU Plan diversifies the types of incentive-based compensation, enabling the Compensation Committee to better tailor such awards to the duties and responsibilities of the directors, employees and consultants (collectively referred to as "Service Providers" within the plan document). While initially intended to only vest based on the continued service of Eligible Persons (as defined in the RSU Plan) with the Corporation, in the future, the RSU Plan will also provide the Compensation Committee with the alternative of establishing specific performance-based goals in addition to service-based restrictions when determining the vesting of specific RSU grants. This will provide the opportunity to further strengthen the alignment of interests of eligible employees (namely executives) with the achievement of the Corporation's long-term strategic plan and the interests of Shareholders.

In order to arrive at a particular recommendation for performance-based compensation under the RSU Plan, the Compensation Committee will use objectively determinable performance targets, where possible, under one or more of the following business criteria, individually or in combination: (i) Technical Matters; (ii) Capital Markets; (iii) Corporate Development; (iv) Community Initiatives; (v) Operational Matters; and (vi) Board Liaison Matters.

Changes to Executive Compensation Program

Upon the recommendation of GGA, the Corporation adopted a Performance Share Unit ("PSU") Plan to further the alignment of pay and performance. As part of GGA's executive compensation review, GGA provided the Compensation Committee with a detailed analysis of the Peer Group and broader mining sector long-term incentive practices. The analysis supported GGA's recommendation for Probe to implement PSU awards in order to provide an enhanced alignment between executive pay and shareholder performance. The Corporation believes that this significant change to the approach to executive compensation will more fully align future compensation earned with shareholder performance.

PSUs are awarded under the RSU Plan as a sub-set of RSUs to which certain performance conditions are attached. The Corporation believes that reducing the awards of RSUs and Options in place of PSUs will better align the interests of management with Shareholders by linking compensation to measurable performance objectives.

On March 28, 2024, the Company granted 360,000 PSUs to officers, directors and key employees of the Company (the "2024 PSU Grant"). Currently, PSUs granted by the Corporation are subject

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to a 3-year cliff-vesting term, with performance being measured on the third anniversary after the grant date. The number of PSUs Granted will be subject to vesting based on two relative total shareholder return criteria, and also an absolute total shareholder return metric. The 2024 PSU Grant shall vest subject to the following performance schedule:

Index	Weight	Threshold (50% Multiplier)	Target (100% Multiplier)	Maximum (200% Multiplier)
VanEck Junior Gold Miners ETF	50%	25% Underperformance	0 bps	25% Outperformance
S&P/TSX Venture Gold Index	50%	25% Underperformance	0 bps	25% Outperformance
If Probe’s Absolute Total Shareholder Return is negative, Performance Multiplier is capped at Target (100%)

Adopting PSUs also means that this portion of executive compensation will lower the weighting of stock options and RSUs in the overall approach to Long-Term Incentives. The 2024 LTIP Grant mix for executive officers became weighted as

	PSUs	RSUs	Stock Options	Total
2024 LTIP Mix	40%	30%	30%	100%

Equity Ownership Requirements

Effective May 15, 2020, the Corporation implemented share ownership guidelines pursuant to which officers of the Corporation are encouraged to own a significant number of Common Shares, RSUs and PSUs in order to further align their interests with those of the Shareholders. Compliance with the guidelines is required five years after becoming an officer, as applicable, and two years from the effective date of any such increase in annual salary.

Pursuant to the share ownership guidelines, the President and CEO of the Corporation should hold Common Shares, RSUs and PSUs having an acquisition cost to he or she or fair market value (with such value being determined annually using the closing price of the last trading day of each calendar year), whichever is greater, of at least three times the value of the President and CEO's annual salary, and all other officers of the Corporation (with the exception of the CFO) should purchase and beneficially own Common Shares, RSUs and PSUs having an acquisition cost to that officer or fair market value, whichever is greater, of at least two times the value of the officer's annual salary.

RSUs and PSUs, whether vested or unvested, may be used to meet equity ownership guidelines, however, options held by an officer do not count towards the share ownership requirements under the guidelines.

The Compensation Committee reviews the share ownership guidelines on an annual basis and recommends any changes to the Board for approval.

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Our current officers' progress in meeting our share ownership guidelines as at May 7, 2025 is shown in the following table:

| Name | Share Ownership Guideline
(as multiple of annual base salary) | Equity Ownership Requirement | Total Equity Ownership | | Value of Equity Ownership | Met Share Ownership Guideline |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Aggregate Number of Common Shares | Aggregate number of RSUs and PSUs | Aggregate Value of Common Shares, RSUs and PSUs(1) | |
| David Palmer
President, Chief Executive Officer and Director | 3x | $1,320,000 | 3,201,195 | 545,000 | $8,054,321 | Meets Guideline |
| Yves Dessureault
Chief Operating Officer | 2x | $680,000 | 894,676 | 325,000 | $2,622,303 | Meets Guideline |
| Patrick Langlois
Chief Financial Officer, Vice President, Corporate Development | 2x | $580,000 | 843,454 | 295,000 | $2,447,676 | Meets Guideline |
| Marco Gagnon
Executive Vice President | 2x | $560,000 | 1,698,110 | 160,000 | $3,994,937 | Meets Guideline |

Notes:
(1) The closing price of the Corporation's Common Shares was $2.15 on May 7, 2025.

Stock Option Plan

The Option Plan (together with the RSU Plan, the "LTIP") is one of the Corporation's approved securities-based compensation plans. It was last approved by Shareholders on June 16, 2022, and is required to be approved by re-approved by Shareholders at the Meeting. The following is a summary of the material terms of the Option Plan:

(i) persons who are Eligible Persons (as defined in the Option Plan) of the Corporation are eligible to receive grants of options under the Option Plan. Eligible Persons include any director, officer employee or Consultant (as defined in the Option Plan) of the Corporation, any of its subsidiary companies, and any personal holding company of such Eligible Person. The number of Common Shares reserved or to be issued under the Option Plan and all other security-based compensation arrangements (including the RSU Plan), at any time, shall not exceed 10% of the total number of the issued and outstanding Common Shares of the Corporation (being a total of 203,957,877 Common Shares as of the date hereof). As at the date hereof, a total of 6,705,000 Options have been issued to eligible participants under the Option Plan and remain outstanding, representing 3.3% of the issued and outstanding Common Shares. As at the date hereof, the number of Common Shares remaining available for issuance under the Option Plan is 13,690,787, representing 6.7% of the issued and outstanding Common Shares;

(ii) options granted under the Option Plan are non-assignable and non-transferable, other than by will or by the laws of descent;

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(iii) options granted under the Option Plan are exercisable for a maximum of 10 years from the date of grant;

(iv) in the case of options granted to a Participant (as defined in the Option Plan) who is an employee, consultant, consultant company or management company employee, the Participant must be a bona fide employee, consultant, consultant company or management company employee, as the case may be, of the Corporation or its subsidiaries;

(v) except as otherwise determined by the Board:

(A) if a Participant who is a non-executive director of the Corporation ceases to be an Eligible Person as a result of his or her retirement from the Board, each unvested option held by such Participant shall automatically vest on the date of his or her retirement from the Board, and thereafter each vested option held by such Participant will cease to be exercisable on the earlier of the original expiry date of the option and one (1) year after the date of his or her retirement from the Board;

(B) if the Board service, consulting relationship, or employment of a Participant with the Corporation or its subsidiaries terminated for cause, each vested and unvested option held by the Participant will automatically terminate and become void on the Termination Date (as defined in the Option Plan);

(C) if a Participant dies, the legal representative of the Participant may exercise the Participant's vested options for a period until the earlier of the original expiry date of the option and 12 months after the date of the Participant's death, but only to the extent the options were by their terms exercisable on the date of death. For greater certainty, all unvested options held by a Participant who dies shall terminate and become void on the date of death of such Participant; and

(D) if a Participant ceases to be an Eligible Person for any reason whatsoever other than referred to in (A) to (C) above, each vested option held by the Participant will cease to be exercisable on the earlier of the original expiry date of the option and six (6) months after the Termination Date; however, if a Participant who is an officer ceases to be an Eligible Person as a result of such officer's termination without cause or resignation for good reason, any unvested options as of the date of termination will be accelerated and become immediately fully vested as of such date and such options will be exercisable by the officer for a period of up to one (1) year following the date of termination;

(v) provided the Common Shares are listed on the Exchange (as defined in the Option Plan), the exercise price of each option will be set by the Board on the date such option is granted, and will not be less than the Market Price (as defined in the Option Plan);

(vi) in the event of an actual or potential Change of Control Event (as defined in the Option Plan), the Board may, in its discretion, without the necessity or requirement for the agreement of any Participant: (A) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any option; (B) permit the conditional exercise of any option, on such terms as it sees fit; (C) otherwise amend or modify the terms of the option, including for greater certainty permitting Participants to exercise any option, to assist the Participants to tender the underlying Common Shares to, or participate in, the actual or potential Change of Control Event or to obtain the advantage of holding the underlying

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Common Shares during such Change of Control Event; (D) permit the exchange for or into any other security or any other property or cash, any option that has not been exercised without regard to any vesting conditions attached thereto; and (E) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the options not exercised prior to the successful completion of such Change of Control Event. In addition, in the event of an actual or potential Change of Control Event, the Board, or any company which is or would be the successor to the Corporation or which may issue securities in exchange for Common Shares upon such Change of Control Event becoming effective, may in its discretion, without the necessity or requirement for the agreement of any Participant, issue a new or replacement options over any securities into which the options are exercisable, on a basis proportionate to the number of Common Shares underlying such option and at a proportionate Exercise Price (as defined in the Option Plan) (and otherwise substantially upon the terms of the option being replaced, or upon terms no less favourable to the Participant) including, without limitation, the periods during which the option may be exercised and expiry dates; and in such event, the Participant shall be deemed to have released his or her option over the Common Shares and such option shall be deemed to have lapsed and be cancelled.

(vii) the following limits are applicable to certain Eligible Persons:

(A) The maximum number of Common Shares which may be issued to:

a. Consultant in any twelve (12) month period under this Plan may be no more than two percent (2%) of the outstanding Common Shares of the Corporation; and
b. all Persons conducting Investor Relations Activities for the Corporation in any twelve (12) month period may be, in aggregate, no more than two percent (2%) of the outstanding Common Shares of the Corporation, less the aggregate number of shares reserved for issuance or issuable under any other Share Compensation Arrangement of the Corporation.

(B) Options granted to Consultants conducting Investor Relations Activities for the Corporation shall vest over a period of not less than twelve (12) months with no more than twenty-five percent (25%) of the options vesting in any three (3) month period

(C) The maximum aggregate number of Common Shares that are issuable pursuant to the Option Plan together with all security-based compensation arrangements granted or issued to insiders of the Corporation (as a group) must not exceed 10% and the issued and outstanding Common Shares of the Corporation at any point in time;

(D) The maximum aggregate number of Common Shares that are issuable pursuant to the Option Plan together with all security-based compensation arrangements granted or issued in any twelve (12) month period to insiders of the Corporation (as a group) must not exceed 10% of the Common Shares, calculated as at the date any security-based compensation arrangements is granted or issued to any insider;

(E) There may be no acceleration of the vesting requirements applicable to Options granted to persons conducting Investor Relations Activities (as defined in the Option Plan) unless the prior written approval of the TSX has been obtained.

(F) Unless disinterested approval is obtained and except as otherwise may be permitted by the policies of the TSX, the maximum aggregate number of Common Shares that

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are issuable pursuant to the Stock Plan together with all security-based compensation arrangements granted or issued in any 12 month period to any one Eligible Person must not exceed 5% of the Common Shares, calculated as at the date of any security-based compensation arrangements is granted or issued to the Eligible Person.

The period during which an Option may be exercised shall be determined by the Board at the time the Option is granted, subject to any vesting limitation that may be imposed by the Board at the time such Option is granted;

(viii) if the date that any vested Option ceases to be exercisable (the "Expiry Date") falls on a date upon which such Participant is prohibited from exercising such Option due to a black-out period or other trading restriction imposed by the Corporation, then the Expiry Date of such Option shall be automatically extended to the tenth (10th) Business Day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed.

(ix) Disinterested Shareholder Approval is required for the following:

(A) any individual stock option grant that would result in the grant to Insiders (as a group), within a 12-month period, of an aggregate number of options exceeding 10% of the issued Common Shares, calculated on the date an option is granted to any Insider; and
(B) any individual stock option grant that would result in the number of Common Shares issued to any individual in any 12-month period under this Plan exceeding 5% of the issued Common Shares, less the aggregate number of shares reserved for issuance or issuable under any other Share Compensation Arrangement of the Company.

(x) In lieu of the Exercise Price of each Common Share underlying an Option being paid in cash, the Option may be exercised, at the discretion of the Option holder and only with the written permission of the Board, by a "Net Exercise" whereby the Option holder will receive only the number of Common Shares underlying the Option that is the equal to the quotient obtained by dividing:

(A) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by
(B) the VWAP of the underlying Common Shares.

(xi) The options are subject to early termination upon the termination of the optionee's employment, the optionee ceasing to be a director and/or officer of the Corporation, or the retirement, permanent disability or death of the optionee.

(xii) No amendments may be made to the Option Plan without shareholder approval other than changes to vesting, housekeeping changes, changes to administration and changes required to comply with applicable law or TSX requirements.

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Restricted Stock Unit Plan

The Corporation maintains the RSU Plan (together with the Option Plan, the "LTIP"), which was approved by Shareholders at a meeting held on June 13, 2018. Because the RSU Plan has a fixed maximum aggregate number of securities issuable thereunder, the Corporation is not required to seek approval in accordance with the policies of the TSX. Awards of RSUs are available to directors, employees and consultants which are collectively referred to in the RSU Plan as Service Providers of the Corporation, as determined by the Board (the "Eligible Grantees"). The Corporation began awarding PSUs in March 2024 in order to better align the interests of Management with the interests of the Corporation's shareholders. PSUs are granted and vest based on certain performance criteria, as discussed under "Long-Term Incentive Compensation". As at the date hereof, a total of 2,563,500 RSUs and 725,000 PSUs have been issued to eligible participants under the RSU Plan and remain outstanding, representing 1.6% of the issued and outstanding Common Shares. As at the date hereof, the total number of Common Shares remaining available for issuance under the RSU Plan is 3,711,500, representing 1.8% of the issued and outstanding Common Shares.

The RSU Plan is intended to complement the Option Plan by allowing the Corporation to offer a broader range of incentives to diversify and customize the rewards Eligible Grantees to promote long term retention and greater alignment with the competitive market. See "Statement of Executive Compensation – Long-Term Incentive Compensation". The following information is intended to be a brief description and summary of the material features of the RSU Plan:

(i) The RSU Plan provides for a fixed maximum limit of 7,000,000 Common Shares which, as of the date hereof, represents 3.4% of the issued and outstanding Common Shares. The number of Common Shares issued or to be issued under the RSU Plan and all other security-based compensation arrangements, at any time, shall not exceed 10% of the total number of the issued and outstanding Common Shares of the Corporation;

(ii) The total number of Common Shares issuable to insiders under the RSU Plan, at any time, together with any other security-based compensation arrangements of the Corporation, shall not exceed 10% of the issued and outstanding Common Shares of the Corporation;

(iii) The total number of Common Shares issuable to insiders within any one-year period under the RSU Plan shall not exceed 10% of the issued and outstanding Common Shares of the Corporation;

(iv) The total number of Common Shares issuable to any one Service Provider within any one-year period under the RSU Plan shall not exceed 1% percent of the issued and outstanding Common Shares of the Corporation;

(v) The total number of Common Shares issuable to all Service Providers within any one-year period under the RSU Plan shall not exceed 2% percent of the issued and outstanding Common Shares of the Corporation;

(vi) Neither awards nor any rights under any such awards shall be assignable or transferable. If any Common Shares covered by an award are forfeited, or if an award terminates without delivery of any Common Shares subject thereto, then the number of Common Shares counted against the aggregate number of Common Shares available under the

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RSU Plan with respect to such award shall, to the extent of any such forfeiture or termination, again be available for making awards under the RSU Plan. The RSU Plan shall terminate automatically after ten years and may be terminated on any earlier date or extended by the Board.

The Board may at any time, in its sole discretion and without the approval of Shareholders, amend, suspend, terminate or discontinue the RSU Plan and may amend the terms and conditions of any awards thereunder, subject to (a) any required approval of any applicable regulatory authority or the TSX, and (b) approval of Shareholders, provided that Shareholder approval shall not be required for the following amendments and the Board may make changes which may include but are not limited to: (i) amendments of a 'housekeeping nature'; (ii) changes to vesting provisions; or (iii) changes to the term of the RSU Plan or awards made under the RSU Plan provided those changes do not extend the restriction period of any RSU beyond the original expiry date or restriction period. The Board may amend, modify, or supplement the terms of any outstanding award.

Restricted Stock Units and Performance Stock Units

The RSU Plan provides that the Board may, from time to time, in its sole discretion, grant awards of RSUs to Eligible Grantees. Each RSU shall represent one Common Share. The Board may, in its sole discretion, establish a period of time (a "Vesting period") applicable to such RSUs. Each award of RSUs may be subject to a different Vesting period. The Board may, in its sole discretion, prescribe restrictions in addition to or other than the expiration of the Vesting period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the RSUs. Performance vesting RSUs are referred to under the Plan as PSUs. The performance criteria will be established by the Board in its sole discretion. The Board may, in its sole discretion, revise the performance criteria. Notwithstanding the foregoing, (i) RSUs that vest solely by the passage of time shall not vest in full in less than three (3) years from the grant date; (ii) RSUs for which vesting may be accelerated by achieving performance targets shall not vest in full in less than one (1) year from the grant date; and (iii) RSUs granted to outside directors vest, (a) at the election of an outside director at the time the award is granted, within a minimum of one (1) year to a maximum of three (3) years following the grant date, as such outside director may elect, and (b) if no election is made, upon the earlier of a Change of Control (as such term is defined in the RSU Plan) or his or her resignation from the Board.

Upon the expiration or termination of the Vesting period and the satisfaction of any other restrictions prescribed by the Board, the RSUs shall vest and shall be settled in either cash or Common Shares, as the Compensation Committee may so determine, unless otherwise provided in the Award Agreement (as such term is defined in the RSU Plan).

A cash payment shall be in the amount equal to the "Market Price" per share as defined in the policies of the applicable stock exchange as the trading day prior to the date of vesting, and certified funds shall be paid for the RSUs valued at the Market Price. A Common Share payment shall be for Common Shares issued by the Corporation from treasury and a share certificate for that number of Common Shares equal to the number of vested RSUs shall be free of all restrictions. The cash payment or Shares shall be delivered to the Eligible Grantee or the Eligible Grantee's beneficiary or estate, as the case may be.

If an Eligible Grantee's employment is terminated with cause, the Corporation may, within 30 days, annul an award if the Eligible Grantee is an employee of the Corporation or an affiliate thereof. If an Eligible Grantee's employment is terminated with or without cause, unless the Board otherwise provides in an award agreement or in writing after the award agreement is issued, any RSUs that

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have not vested and will not vest within 30 days from the date of termination, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon the death of an Eligible Grantee, any RSUs granted to such Eligible Grantee which, prior to the Eligible Grantee's death, have not vested, will immediately vest and the Eligible Grantee's estate shall be entitled to receive payment in accordance with the terms of the RSU Plan.

Three Year Burn Rate

The annual burn rate for each of the three most recently completed fiscal years for each security-based compensation arrangement (being the Option Plan and the Incentive Share Purchase Plan) are as follows:

	2024	2023	2022
Number of Options granted under the Option Plan	1,100,000	1,640,000	1,650,000
Number of RSUs and PSUs granted under the RSU Plan	1,257,000	912,000	957,000
Weighted average number of securities outstanding for the applicable year	175,394,309	159,060,600	145,009,431
Annual burn rate of Options	0.63%	1.03%	1.14%
Annual burn rate of RSUs and PSUs	0.72%	0.57%	0.66%

Financial Instruments

Pursuant to the terms of the Corporation's Securities Trading Policy, the Corporation's officers and directors are prohibited from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds securities that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the officer or director.

Performance Graph

The following graph compares the cumulative total Shareholder return on $100 invested in Common Shares on the TSX-V on December 31, 2019, to the cumulative shareholder returns of the S&P/TSX Composite Index, the VanEck Junior Gold Miners Index and S&P Venture Gold Index for the five most recently completed financial years.

During the 9-year period, the Corporation's market capitalization has seen a robust growth from $13.6 million to $308 million. During the same 8-year period, the Corporation reported an increase in total gold resources from 770,000 ounces to 10 million ounces in 2024.

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Five-year cumulative total return on $100 invested (assuming dividends are reinvested)

	2020	2021	2022	2023	2024
Probe Gold Inc (1)	$147.83	$144.70	$110.43	$116.52	$147.83
S&P/TSX Composite Index	$102.17	$124.37	$113.60	$122.83	$144.92
VanEck Junior Gold Miners Index (GDXJ)	$131.41	$101.48	$87.53	$93.77	$105.74
S&P Venture Gold Index	$163.17	$151.64	$103.57	$115.63	$138.67

Notes
(1) The common shares have been listed on TSX Venture Exchange ("TSXV") since March 17, 2015 under the symbol "PRB". The common shares were delisted from TSXV on January 27, 2023, upon commencement of trading on Toronto Stock Exchange.

The performance of the Common Shares is one of the factors considered by the Board and the Compensation Committee in determining annual incentive payments issued to NEOs – see

Annual Short-Term Incentive Payments.

Although the Board and the Compensation Committee may consider the performance of the Common Shares when determining the level of the other types of compensation payable to NEOs (see and Long-Term Incentive Compensation) there is no direct correlation between the performance of the Common Shares and these other aspects of executive compensation. The Common Share price may be affected by a number of factors beyond the control of directors and management, including general and industry-specific economic and market conditions. The Compensation Committee places more emphasis on the overall direction and success of the Corporation, rather than by any short-term fluctuations in the trading price of the Common Shares.

As discussed under "STATEMENT OF EXECUTIVE COMPENSATION – Long-Term Incentive Compensation" the Corporation endeavours to strongly align management and shareholder interests through the use of long-term performance share-based compensation. For example, the adoption of PSUs in 2024 highlights the Corporation's commitment to rewarding members of management who can contribute to long-term, sustainable growth in the Common Share price in ascertainable and material ways.

Summary Compensation Table for NEOs

The following table provides a summary of the compensation earned by the NEOs for services rendered in all capacities during the fiscal year ended December 31, 2024.

Name and Principal Position	Year	Salary ($)	Share-based awards(1) ($)	Option-based awards(2) ($)	Non-equity incentive plan compensation annual incentive plans(3) ($)	All other compensation ($)	Total compensation ($)
David Palmer	2024	440,000	313,900	107,100	360,360	N/A	1,221,360
President, Chief Executive Officer and Director	2023	425,000	200,200	120,000	268,000	N/A	1,013,200
	2022	425,000	317,900	210,000	246,713	N/A	1,199,613

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Name and Principal Position	Year	Salary ($)	Share-based awards^{(1)} ($)	Option-based awards^{(2)} ($)	Non-equity incentive plan compensation annual incentive plans^{(3)} ($)	All other compensation ($)	Total compensation ($)
Yves Dessureault
Chief Operating Officer	2024	340,000	189,800	69,300	149,600	N/A	748,700
	2023	330,000	114,400	70,000	107,000	N/A	621,400
	2022	330,000	187,000	122,500	102,300	N/A	741,800
Patrick Langlois
Chief Financial Officer and Vice President, Corporate Development	2024	290,000	167,900	56,700	124,700	N/A	639,300
	2023	280,000	114,400	70,000	91,000	N/A	555,400
	2022	280,000	149,600	105,000	100,800	N/A	635,400
Marco Gagnon
Executive Vice President	2024	280,000	138,700	50,400	123,200	N/A	592,300
	2023	270,000	92,950	60,000	94,000	N/A	516,950
	2022	270,000	149,600	105,000	83,700	N/A	608,300

Notes
(1) These amounts represent the fair value of the RSUs granted to the respective NEOs. These amounts were calculated by multiplying the number of RSUs granted by the "market price" of the Company's Common Shares on the date of the grant. These "market prices" per share were: $1.87 (2022 RSUs), $1.43 (2023 RSUs) and $1.46 (2024 RSUs).
(2) The grant date fair value of option-based awards was determined using the Black-Scholes option pricing model in accordance with International Financial Reporting Standards. The Black-Scholes model was selected as it is a widely used financial method for determining the fair value of Options. The assumptions used in the calculation of the fair value of Options granted in 2024 include volatility of 55.0%, expected average life of 3.5 years, and an average risk-free interest rate of 3.51%. The assumptions used in the calculation of the fair value of Options granted in 2023 include volatility of 42.6%, expected average life of 3.5 years, and an average risk-free interest rate of 3.2%. The assumptions used in the calculation of the fair value of Options granted in 2022 include volatility of 46.4%, expected average life of 3.5 years, and an average risk-free interest rate of 3.4%.
(3) "Annual incentive plan" means any plan that provides compensation intended to motivate performance to occur within one fiscal year but does not include option or share-based awards.

Incentive Plan Awards to NEOs

Outstanding share-based awards and option-based awards

The following table sets out the outstanding option-based awards for each NEO of the Corporation as of December 31, 2024:

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	Option-Based Awards				Share-Based Awards
Name and Position	No. of Common Shares underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)	Number of RSUs and PSUs that have not vested (#)	Market or payout value of RSUs and PSUs that have not vested ($)(2)	Market or payout value of vested share-based awards not paid out or distributed ($)
David Palmer	525,000	1.17	2/20/2025	278,250	170,000	289,000	Nil
President, Chief Executive Officer and Director	262,500	1.42	2/24/2026	73,500	140,000	238,000	Nil
	300,000	1.87	3/22/2027	Nil	215,000	365,500	Nil
	240,000	1.43	2/9/2028	64,800
	170,000	1.46	3/28/2029	40,800
Yves	300,000	1.17	2/20/2025	159,000	100,000	170,000	Nil
Dessureault	150,000	1.42	2/24/2026	42,000	80,000	136,000	Nil
Chief Operating Officer	175,000	1.87	3/22/2027	Nil	130,000	221,000	Nil
	140,000	1.43	2/9/2028	37,800
	110,000	1.46	3/28/2029	26,400
Patrick Langlois	260,000	1.17	2/20/2025	137,800	80,000	136,000	Nil
Chief Financial Officer and Vice President, Corporate Development	130,000	1.42	2/24/2026	36,400	80,000	136,000	Nil
	150,000	1.87	3/22/2027	Nil	115,000	195,500	Nil
	140,000	1.43	2/9/2028	37,800
	90,000	1.46	3/28/2029	21,600
Marco Gagnon	136,500	0.26	3/19/2025	196,560	80,000	136,000	Nil
Executive Vice President	265,000	1.17	2/20/2025	140,450	65,000	110,500	Nil
	132,500	1.42	2/24/2026	37,100	95,000	161,500	Nil
	150,000	1.87	3/22/2027	Nil
	120,000	1.43	2/9/2028	32,400
	80,000	1.46	3/28/2029	19,200

Notes:
(1) Value of unexercised in-the-money options is calculated based on the difference between the strike price of the option and the closing price of the Common Shares on the TSX as of December 31, 2024, which was $1.70.
(2) Value of the RSUs is calculated by using the closing price of the Common Shares as of December 31, 2024, which was $1.70.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table provides information regarding the value vested or earned on incentive plan awards for each NEO and executive officer of the Corporation during the financial year ended December 31, 2024:

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Name	Option-based awards – Value vested during the year(1) ($)	Share-based awards – Value vested during the year(2) ($)	Non-equity incentive plan compensation – Value vested during the year(3) ($)
David Palmer	372,977	340,000	360,360
Yves Dessureault	213,386	212,500	149,600
Patrick Langlois	186,613	170,000	124,700
Marco Gagnon	384,525	170,000	123,200

Notes:
(1) The "Options-based awards – Value vested during the year" is calculated using the closing price of the Common Shares of the Company on the TSX on December 31, 2024 ($1.70) less the respective exercise prices of the Options multiplied by the number of Options vested. Options vested with an exercise price greater than the closing price of the Common Shares of the Company on the TSX on December 31, 2024 ($1.70) have no value as of December 31, 2023 and have therefore been excluded from the table above.
(2) The "Share-based awards – Value vested during the year" is calculated on the closing price of the Common Shares of the Company on the TSX on December 31, 2024: $1.70.
(3) Represents amounts earned pursuant to the Corporation's annual bonus program.

Employment and Consulting Agreements and Termination and Change of Control Benefits

The Corporation has entered into an employment agreement with David Palmer pursuant to which Dr. Palmer provides his services as President and Chief Executive Officer of the Corporation in consideration of an annual base salary of $440,000. The agreement includes a severance clause, which provides for payment of 24 months of base salary, bonus and benefits if Dr. Palmer is terminated without cause or if the Corporation undergoes a change in control, as defined in Dr. Palmer's employment agreement.

The Corporation has entered into an employment agreement with Yves Dessureault pursuant to which Mr. Dessureault is employed as Chief Operating Officer of the Corporation in consideration of an annual base salary of $340,000. The agreement includes a severance clause, which provides for payment of 18 months of base salary, bonus and benefits if Mr. Dessureault is terminated without cause or if the Corporation undergoes a change in control, as defined in Mr. Dessureault's employment agreement.

The Corporation has entered into an employment agreement with Patrick Langlois pursuant to which Mr. Langlois is employed as Chief Financial Officer and Vice President, Corporate Development of the Corporation in consideration of an annual base salary of $290,000. The agreement includes a severance clause, which provides for payment of 18 months of base salary, bonus and benefits if Mr. Langlois is terminated without cause or if the Corporation undergoes a change in control, as defined in Mr. Langlois' employment agreement.

The Corporation has entered into an employment agreement with Marco Gagnon pursuant to which Mr. Gagnon is employed as Executive Vice President of the Corporation in consideration of an annual base salary of $280,000. The agreement includes a severance clause, which provides for payment of 18 months of base salary, bonus and benefits if Mr. Gagnon is terminated without cause or if the Corporation undergoes a change in control, as defined in Mr. Gagnon's employment agreement.

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Pension Plan Benefits, Termination and Change of Control Benefits

The Corporation has no pension or retirement plan. The Corporation has not provided compensation, monetary or otherwise to any person who now acts as a NEO of the Corporation, in connection with or related to the retirement, termination or resignation of such person and the Corporation has provided no compensation to such persons as a result of a change of control of the Corporation, its subsidiaries or affiliates. Other than as may be provided pursuant to the employment agreements with Dr. Palmer, Mr. Dessureault, Mr. Langlois and Mr. Gagnon, each as described herein, the Corporation is not party to any compensation plan or arrangement with NEOs resulting from the resignation, retirement or the termination of employment of any person. The NEOs have "double trigger" Change of Control provisions in their applicable employment agreements, meaning that an event of termination is also required in a Change of Control to trigger a severance payment.

Director Compensation

Pursuant to its Articles, the Corporation may have a minimum of one and a maximum of ten directors. At the date of the Circular, the Corporation currently has seven directors.

The Corporation regularly reviews the competitiveness of non-employee director compensation levels against the competitive marketplace. While the results of that review have generally demonstrated that non-employee director compensation levels at the Corporation were competitive with the market, adjustments to annual fees have been made throughout the Corporation's growth cycle in recent years to further strengthen the Corporation's competitiveness while also reflecting the greater time and commitment required of the roles. In particular, an adjustment was made effective January 1, 2024 to grant an additional annual stipend to be paid to the Chairs of the Board Committees. A summary of the changes in compensation provided to the Corporation's non-employee directors effective 2024, based on the results and recommendations put forward by GGA's non-employee director compensation review is as follows:

	2024 Retainers
Chair of the Board Fee	$115,000
Board Member Fee	$50,000
Audit Committee Chair Fee	$15,000
Compensation Committee Chair Fee	$12,500
Technical, Safety and ESG Committee Chair Fee	$10,000
Other Committee Chair Fee	$8,000
Technical Committee Member	$5,000

As a developing pre-production mineral exploration company, the Corporation has a small number of employees and relies extensively on the input and expertise of its non-employee directors. In its efforts to attract and retain experienced directors, the Corporation may choose to compensate directors partly with incentive stock options and/or RSUs, thereby conserving its cash resources and, equally importantly, aligning the directors' incentives with the interests of the Shareholders by providing them with the opportunity to participate in the upside that results from their contributions. While other larger and/or established operating companies may place limits on non-

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employee director compensation to a maximum amount per director per year in order to satisfy external policies and proxy voting guidelines, the Corporation believes that some methodologies used to quantify the value of options at the time of the grant (using an option pricing model that values options based on a theoretical value at the time of grant) are not suited to calculating such a limit in the case of the Corporation. Because such methodologies typically incorporate stock volatility into the calculation of option value, the volatility of the Corporation's stock (compared with more established operating companies) can significantly inflate option value. The result is that an option grant in a given year could be valued well in excess of the proposed limits discussed above, even if the option is out-of-the money on the date of grant. While the Corporation does not object to the principle of limiting non-employee director compensation, the Corporation believes that it is not currently at the right stage of its development to impose such limitations based on external, generalized criteria. Accordingly, the Corporation intends to continue to evaluate grants of options and/or RSUs to non-employee directors on a case-by-case basis, making grants based on the contributions of such non-employee directors to the Corporation and having regard to the levels of compensation offered by companies in analogous stages of development.

During the financial year ended December 31, 2024, directors were compensated with respect to general directors' duties, or for additional service on Board committees. Directors may also receive equity-based compensation pursuant to the Corporation's Option Plan and RSU Plan. Options and RSUs are granted at the discretion of the Board upon the recommendation of the Compensation Committee. Directors may also be reimbursed for out-of-pocket expenses incurred in carrying out their duties as directors.

Director Compensation Table

The following table provides information regarding compensation paid to the non-NEO directors of the Corporation:

Name	Fees Earned ($)	Share-based awards(1) ($)	Option-based awards(2) ($)	Non-equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Jamie Sokalsky
Director and Chair	115,000	204,400	63,000	Nil	Nil	382,400
Dennis H. Peterson
Director	50,000	102,200	31,500	Nil	106,088(3)	289,788
Jamie Horvat
Director	82,500	102,200	31,500	Nil	Nil	216,200
Aleksandra Bukacheva
Director	68,000	102,200	31,500	Nil	Nil	201,700
Renaud Adams
Director	55,000	102,200	31,500	Nil	Nil	188,700
Shannon McCrae(4)
Director	42,500	58,400	126,000	Nil	Nil	226,900

Notes:
(1) These amounts represent the fair value of the RSUs granted to the respective NEOs. These amounts were calculated by multiplying the number of RSUs granted by the "market price" of the Company's Common Shares on the date of the grant. These "market prices" per share was $1.70 (2024 RSUs).

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(2) The grant date fair value of option-based awards was determined using the Black-Scholes option pricing model in accordance with International Financial Reporting Standards. The Black-Scholes model was selected as it is a widely used financial method for determining the fair value of Options. The assumptions used in the calculation of the fair value of Options granted in 2024 include volatility of 55%, expected average life of 3.5 years, and an average risk-free interest rate of 3.51%.

(3) Fees paid to Peterson McVicar LLP for legal services for the Corporation.

(4) Joined as a director on March 28, 2024. Option-based awards for 2024 reflect an initial grant in connection with Ms. McCrae's appointment.

Equity Ownership Requirements

Effective May 15, 2020, the Corporation implemented share ownership guidelines pursuant to which directors of the Corporation are encouraged to own a significant number of Common Shares in order to further align their interests with those of the Shareholders. Compliance with the guidelines is required five years after becoming a director, as applicable, and two years from the effective date of any such increase in the annual retainer fee.

Pursuant to the share ownership guidelines, each director should purchase and beneficially own, Common Shares and RSUs having an acquisition cost to that director or fair market value (with such value being determined annually using the closing price of the last trading day of each calendar year), whichever is greater, of at least the lesser of (i) three times the value of the director's annual retainer fee, and (ii) $150,000.

The Compensation Committee reviews the share ownership guidelines on an annual basis and recommends any changes to the Board for approval.

Our current directors' progress in meeting our share ownership guidelines as at the date of this circular is shown in the following table:

Name	Share Ownership Guideline (as multiple of annual base salary)	Equity Ownership Requirement	Total Equity Ownership		Value of Equity Ownership	Deadline to meet Guideline
			Aggregate Number of Common Shares	Aggregate Number of RSUs	Market Value(1)
Jamie Sokalsky
Chair and Director	3x	$345,000	2,107,200	340,000	$5,261,480	Meets Guideline
Dennis H. Peterson
Director	3x	$150,000	1,583,244	170,000	$3,769,475	Meets Guideline
Jamie Horvat
Director	3x	$150,000	160,597	170,000	$710,784	Meets Guideline
Aleksandra Bukacheva
Director	3x	$150,000	100,000	170,000	$580,500	Meets Guideline
Renaud Adams
Director	3x	$150,000	150,000	170,000	$688,000	Meets Guideline
Shannon McCrae(2)	3x	$150,000	19,400	100,000	$41,710	March 28, 2029

Notes:
(1) The closing price of the Corporation's Common Shares was $2.15 on May 7, 2025.
(2) Joined the Board of Directors as of March 28, 2024

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Incentive Plan Awards to Directors

Outstanding Option and Share-Based Awards

The following table sets out the outstanding option-based awards for each non-NEO director as of December 31, 2024:

	Option-Based Awards				Share-Based Awards
Name	No. of Common Shares underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)	Number of RSUs that have not vested (#)	Market or payout value of RSUs that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Jamie	450,000	1.17	2/20/2025	238,500	80,000	136,000	Nil
Sokalsky	225,000	1.42	2/24/2026	63,000	80,000	136,000	Nil
Director and	200,000	1.87	3/22/2027	Nil	140,000	238,000	Nil
Chair	200,000	1.43	2/9/2028	54,000
	100,000	1.46	3/28/2029	24,000
Dennis H.	200,000	1.17	2/20/2025	106,000	40,000	68,000	Nil
Peterson	100,000	1.42	2/24/2026	28,000	40,000	68,000	Nil
Director	100,000	1.87	3/22/2027	Nil	70,000	119,000	Nil
	100,000	1.43	2/9/2028	27,000
	50,000	1.46	3/28/2029	12,000
Jamie Horvat	200,000	1.17	2/20/2025	106,000	40,000	68,000	Nil
Director	100,000	1.42	2/24/2026	28,000	40,000	68,000	Nil
	100,000	1.87	3/22/2027	Nil	70,000	119,000	Nil
	100,000	1.43	2/9/2028	27,000			Nil
	50,000	1.46	3/28/2029	12,000
Aleksandra	200,000	1.72	2/24/2026	Nil	40,000	68,000	Nil
Bukacheva	100,000	1.87	3/22/2027	Nil	40,000	68,000	Nil
Director	100,000	1.43	2/9/2028	27,000	70,000	119,000	Nil
	50,000	1.46	3/28/2029	12,000
Renaud	200,000	1.47	4/5/2028	46,000	40,000	68,000	Nil
Adams	50,000	1.46	3/28/2029	12,000	70,000	119,000
Director
Shannon McCrae(3)	200,000	1.46	3/28/2029	48,000	40,000	68,000	Nil
Director

Notes:
(1) Value of unexercised in-the-money options is calculated based on the difference between the strike price of the option and the closing price of the Common Shares as of December 31, 2024, which was $1.70.
(2) Value of the RSUs is calculated by using the closing price of the Common Shares as of December 31, 2024, which was $1.70.
(3) Joined as a director on March 28, 2024.

MANAGEMENT INFORMATION CIRCULAR

Value Vested or Earned During the Year

The following table provides information regarding the value vested or earned on incentive plan awards for each non-NEO director during the fiscal year ended December 31, 2024:

Name	Option-based awards – Value vested during the year^{(1)} ($)	Share-based awards – Value vested during the year^{(2)} ($)	Non-equity incentive plan compensation – Value vested during the year^{(3)} ($)
Jamie Sokalsky
Director and Chair	319,500	102,000	Nil
Dennis H. Peterson
Director	143,000	51,000	Nil
Jamie Horvat
Director	143,000	51,000	Nil
Aleksandra Bukacheva
Director	9,000	51,000	Nil
Renaud Adams
Director	15,333	Nil	Nil
Shannon McCrae^{(4)}
Director	Nil	Nil	Nil

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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information in respect of the Corporation's equity compensation plans under which equity securities of the Corporation are authorized for issuance, aggregated in accordance with all equity plans previously approved by the Shareholders and all equity plans not approved by Shareholders as of December 31, 2024:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options and Rights (#)	Weighted Average Exercise Price of Outstanding Options and Rights ($)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans approved by security holders^{(1)}	11,928,250	$1.42	6,186,630^{(3)}
Equity compensation plans not approved by security holders	Nil	N/A	Nil
Total	11,928,250	$1.42	6,186,630^{(3)}

Notes:
(1) The Corporation's Option Plan is a "rolling" stock option plan last approved by the Shareholders on June 16, 2022. As of December 31, 2024, 2,997,500 RSUs and PSUs, and 8,930,750 options were outstanding.
(2) On June 13, 2018, the Shareholders approved the RSU Plan, pursuant to which a fixed maximum of 7,000,000 Common Shares may be reserved for issuance.
(3) Based on a total of 181,148,795 Common Shares issued and outstanding as of December 31, 2024.

Indebtedness of Directors and Officers

None of the current or proposed directors or officers of the Corporation, nor any affiliate or associate of the current or proposed directors or officers of the Corporation, is or was indebted to the Corporation (or to another entity which is the subject of a guarantee support agreement, letter of credit, or other similar arrangement or undertaking provided by the Corporation) entered into in connection with a Purchase of securities or otherwise per item 10.1 of National Instrument 51-102F5 – Information Circular, at any time since its incorporation.

AUDIT COMMITTEE

The Audit Committee is responsible for monitoring the Corporation's accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, the quality and integrity of financial statements and for directing the auditors' examination of specific areas. The members of the Audit Committee are Jamie Horvat (Chair), Jamie Sokalsky and Aleksandra Bukacheva. No member of the Audit Committee is an executive officer, employee, or control person of the Corporation or any of its affiliates. Each member of the Audit Committee is considered to be "independent" directors as defined in National Instrument 52-110 – Audit Committees ("NI 52-110"). Each member of the Audit Committee is considered to be "financially literate" within the meaning of NI 52-110, which includes the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the Corporation's financial statements. The full text of the charter of the Audit Committee (the "Audit Committee Charter") is attached as Schedule "A".

MANAGEMENT INFORMATION CIRCULAR

Relevant Education and Experience

The relevant education and experience of each of the members of the Audit Committee is as follows:

Name of Member	Education	Experience
Jamie Horvat	M.Sc. Finance, The London School of Economics and Political Science (2017); B. Comm. (Hons), McMaster University (1999); Mechanical Engineering Technology, Mohawk College (1996).	Director, Pensions and Capital Management P.E.I. Previously, Chief Investment Officer, Oberon Capital Corp. Has 25+ years of experience within asset management, investment banking and the metals and mining sector.
Jamie Sokalsky	Chartered Professional Accountant from the Institute of Chartered Accountants of Ontario (1982), Bachelor of Commerce, Lakehead University (1980)	A senior executive and director in the mining industry, focused on finance, corporate strategy, project development and mergers, acquisitions, and divestitures. Mr. Sokalsky was President, Chief Executive Officer and Director (2012 to 2014), Chief Financial Officer (1999 to 2012) and Executive Vice-President (June 2004 to September 2012) of Barrick Gold Corporation.
Aleksandra Bukacheva	M.Sc. European Political Economy and Transition, The London School of Economics and Political Science (2005); Certificate in Mining Studies at the University of British Columbia (2016); holds a Chartered Financial Analyst (CFA) designation.	A capital markets, investment and finance professional focused on the metals and mining industry, with over 15 years of experience. Ms. Bukacheva was previously a top-ranked Equity Research Analyst for BMO Capital Markets.

Audit Committee Oversight

Since the commencement of the Corporation's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve all audit and non-audit services not prohibited by law to be provided by the independent auditors of the Corporation.

External Auditor Service Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the Corporation's external auditor during the fiscal years ended December 31, 2024, and December 31, 2023.

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31, 2024	$80,000	$5,000	$17,000	NIL
December 31, 2023	$75,000	NIL	$17,000	NIL

Notes:
(1) Aggregate fees billed for professional services rendered by the auditor for the audit of the Corporation's annual financial statements.

MANAGEMENT INFORMATION CIRCULAR

(2) Aggregate fees billed for professional services rendered by the auditor and consisted primarily of file quality review fees and fees for the review of quarterly financial statements and related documents.
(3) Aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.
(4) No other fees were billed by the auditor of the Corporation other than those listed in the other columns.

The Corporation has filed an Annual Information Form (the "AIF") for the fiscal year ended December 31, 2024, on SEDAR+ at www.sedarplus.ca, which contains, among other things, all of the financial disclosure (including copies of the Financial Statements and Management's Discussion and Analysis) required under NI 51-110. In particular, the information that is required to be disclosed in Form 51-110F1 of NI 51-110 may be found under the heading "Audit Committee" in the AIF.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the Corporation's incorporation, no director, executive officer, or Shareholder who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any known associates or affiliates or such persons, has or has had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Corporation.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation which are to any substantial degree performed by a person or a company other than the directors or executive officers of the Corporation.

ADDITIONAL INFORMATION

The Corporation will provide to any Shareholder, upon written request to the Chair of the Corporation at 56 Temperance Street, Suite 1000, Toronto, Ontario M5H 3V5, telephone: (416) 777-6703, facsimile: (416) 777-6705, a copy of:

(a) the audited financial statements of the Corporation for its most recently completed financial period, together with the management's discussion and analysis of such financial results and the auditor's report thereon, and one copy of any interim financial statements subsequent to the financial statements of the Corporation that have been filed for any period after the end of its most recently completed financial period; and
(b) this Circular.

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca. Financial information about the Corporation may be found in the Corporation's consolidated financial statements and management's discussion and analysis for its most recently completed financial period.

MANAGEMENT INFORMATION CIRCULAR

Approval

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Board.

DATED this 7th day of May 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "David Palmer"

David Palmer

President and Chief Executive Officer

MANAGEMENT INFORMATION CIRCULAR

Schedule "A"

Audit Committee Charter

MANDATE

The Audit Committee (hereinafter referred to as the "Audit Committee") shall i) assist the Board of Directors in its oversight role with respect to the quality and integrity of the financial information; ii) assess the effectiveness of the Corporation's risk management and compliance practices; iii) assess the independent auditor's performance, qualifications and independence; iv) assess the performance of the Corporation's internal audit function; v) ensure the Corporation's compliance with legal and regulatory requirements, and vi) prepare such reports of the Committee required to be included in any Management Information Circular in accordance with applicable laws or the rules of applicable securities regulatory authorities.

STRUCTURE AND OPERATIONS

The committee shall be composed of not less than three Directors. A majority of the members of the Committee shall not be an Officer or employee of the Corporation. All members shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, the applicable stock exchanges on which the Corporation's securities are listed and applicable securities regulatory authorities.

Each member of the Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment.

Members of the Committee shall be appointed or reappointed at the annual meeting of the Corporation and in the normal course of business will serve a minimum of three years. Each member shall continue to be a member of the Committee until a successor is appointed, unless the member resigns, is removed or ceases to be a Director. The Board of Directors may fill a vacancy that occurs in the Committee at any time.

The Board of Directors or, in the event of its failure to do so, the members of the Committee, shall appoint or reappoint, at the annual meeting of the Corporation a Chair among their number. The Chair shall not be a former Officer of the Corporation. Such Chair shall serve as a liaison between members and senior management. The time and place of meetings of the Committee and the procedure at such meetings shall be determined from time to time by the members therefore provided that:

(a) a quorum for meetings shall be a majority of the members;
(b) the Committee shall meet at least quarterly;
(c) notice of the time and place of every meeting shall be given in writing or by telephone, facsimile, email or other electronic communication to each member of the Committee at least 24 hours in advance of such meeting;
(d) a resolution in writing signed by all directors entitled to vote on that resolution at a meeting of the Committee is as valid as if it had been passed at a meeting of the Committee.

The Committee shall report to the Board of Directors on its activities after each of its meetings. The Committee shall review and assess the adequacy of this charter annually and, where

necessary, will recommend changes to the Board of Directors for its approval. The Committee shall undertake and review with the Board of Directors an annual performance evaluation of the Committee, which shall compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by the chairperson of the Committee or any other designated member of the Committee.

SPECIFIC DUTIES

Oversight of the Independent Auditor

Sole authority to appoint or replace the independent auditor (subject to shareholder ratification) and responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between Management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee.
Sole authority to pre-approve all audit services as well as non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including (i) reviewing and evaluating the lead partner on the independent auditor's engagement with the Corporation, and (ii) considering whether the auditor's quality controls are adequate, and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
Obtain and review a report from the independent auditor at least annually regarding: the independent auditor's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm; any steps taken to deal with any such issues; and all relationships between the independent auditor and the Corporation.
Review and discuss with Management and the independent auditor prior to the annual audit the scope, planning and staffing of the annual audit.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law.
Review as necessary policies for the Corporation's hiring of employees or former employees of the independent auditor.

Financial Reporting

Review and discuss with Management and the independent auditor the annual audited financial statements prior to the publication of earnings.
Review and discuss with Management the Corporation's annual and quarterly disclosures made in Management's Discussion and Analysis. The Committee shall approve any reports for inclusion in the Corporation's Annual Report, as required by applicable legislation.

MANAGEMENT INFORMATION CIRCULAR

Review and discuss with Management and the independent auditor management's report on its assessment of internal controls over financial reporting and the independent auditor's attestation report on management's assessment.
Review and discuss with Management the Corporation's quarterly financial statements prior to the publication of earnings.
Review and discuss with Management and the independent auditor at least annually significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including any significant changes in the Corporation's selection or application of accounting principles, any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies.
Review and discuss with Management and the independent auditor at least annually reports from the independent auditors on: critical accounting policies and practices to be used; significant financial reporting issues, estimates and judgments made in connection with the preparation of the financial statements; alternative treatments of financial information within generally accepted accounting principles that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and other material written communications between the independent auditor and Management, such as any management letter or schedule of unadjusted differences.
Discuss with the independent auditor at least annually any "Management" or "internal control" letters issued or proposed to be issued by the independent auditor to the Corporation.
Review and discuss with Management and the independent auditor at least annually any significant changes to the Corporation's accounting principles and practices suggested by the independent auditor, internal audit personnel or Management.
Discuss with Management the Corporation's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance (if any) provided to analysts and rating agencies.
Review and discuss with Management and the independent auditor at least annually the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Corporation's financial statements.
Review and discuss with the Chief Executive Officer and the Chief Financial Officer the procedures undertaken in connection with the Chief Executive Officer and Chief Financial Officer certifications for the annual filings with applicable securities regulatory authorities.
Review disclosures made by the Corporation's Chief Executive Officer and Chief Financial Officer during their certification process for the annual filing with applicable securities regulatory authorities about any significant deficiencies in the design or operation of internal controls which could adversely affect the Corporation's ability to record, process, summarize and report financial data or any material weaknesses in the internal controls, and any fraud involving Management or other employees who have a significant role in the Corporation's internal controls.

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60

Discuss with the Corporation's General Counsel at least annually any legal matters that may have a material impact on the financial statements, operations, assets or compliance policies and any material reports or inquiries received by the Corporation or any of its subsidiaries from regulators or governmental agencies.

Oversight of Risk Management

Review and approve periodically Management's risk philosophy and risk management policies.
Review with Management at least annually reports demonstrating compliance with risk management policies.
Review with Management the quality and competence of Management appointed to administer risk management policies.
Review reports from the independent auditor at least annually relating to the adequacy of the Corporation's risk management practices together with Management's responses.
Discuss with Management at least annually the Corporation's major financial risk exposures and the steps Management has taken to monitor and control such exposures, including the Corporation's risk assessment and risk management policies.

Oversight of Regulatory Compliance

Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Discuss with Management and the independent auditor at least annually any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Corporation's financial statements or accounting.
Meet with the Corporation's regulators, according to applicable law.
Exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board of Directors.

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FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

The Corporation shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Committee. The Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefore shall also be funded by the Corporation.

Procedures for Receipt of Complaints and Submissions Relating to Accounting Matters

The Corporation shall inform employees on the Corporation's intranet, if there is one, or via a newsletter or e-mail that is disseminated to all employees at least annually, of the officer (the "Complaints Officer") designated from time to time by the Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters.
The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.
The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Corporation.
Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.
The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

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Procedures for Approval of Non-Audit Services

The Corporation's external auditors shall be prohibited from performing for the Corporation the following categories of non-audit services:

(a) bookkeeping or other services related to the Corporation's accounting records or financial statements;
(b) financial information systems design and implementation;
(c) appraisal or valuation services, fairness opinion or contributions-in-kind reports;
(d) actuarial services;
(e) internal audit outsourcing services;
(f) management functions;
(g) human resources;
(h) broker or dealer, investment adviser or investment banking services;
(i) legal services;
(j) expert services unrelated to the audit; and
(k) any other service that the Canadian Public Accountability Board determines is impermissible.

In the event that the Corporation wishes to retain the services of the Corporation's external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee, who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services. All other non-audit services shall be approved or disapproved by the Committee as a whole.
The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee no less frequently than on a quarterly basis.

MANAGEMENT INFORMATION CIRCULAR

Schedule “B”
Long-Term Incentive Plan

See attached.

6360126 v3

PROBE GOLD INC.

INCENTIVE STOCK OPTION PLAN

Section 1 General Provisions

1.1 Interpretation

For the purposes of this Plan, the following terms shall have the following meanings:

(a) "Applicable Withholdings and Deductions" has the meaning given to that term in Section 1.10;

(b) "Associate" has the meaning ascribed to that term such term in the TSX Manual and any amendment thereto or replacement thereof;

(c) "Associated Companies", "Affiliated Companies", "Controlled Companies" and "Subsidiary Companies" have the meanings ascribed to those terms under Section 1(1) of the Securities Act (Ontario);

(d) "Board" has the meaning given to that term in Section 1.3(c);

(e) "Business Day" means any day other than a Saturday, Sunday or a statutory or civic holiday in Ontario;

(f) "Cause" means (i) if the Participant has a written employment agreement with the Corporation or a Subsidiary Company of the Corporation in which "cause" is defined, "cause" as defined therein; or otherwise (ii) (A) the inability of the Participant to perform his or her duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant; (B) the failure of the Participant to follow the Corporation's reasonable instructions with respect to the performance of his or her duties; (C) any material breach by the Participant of his or her obligations under any code of ethics, any other code of business conduct or any lawful policies or procedures of the Corporation; (D) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of crime or fraud; and (E) any other act or omission of the Participant which would in law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee;

(g) "Certificate" has the meaning given to that term in Section 1.3(d);

(h) "Change of Control Event" means:

(i) The sale by the Corporation of all or substantially all of its assets;

(ii) The acceptance by the Shareholders, representing in the aggregate fifty percent (50%) or more of all of the issued Common Shares, of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Common Shares; provided that no change of control event shall be deemed to have

occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;

(iii) The acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Common Shares acquired), directly or indirectly, of beneficial ownership of such number of Common Shares or rights to Common Shares, which together with such person's then-owned Common Shares and rights to Common Shares, if any, represent (assuming the full exercise of such rights) fifty percent (50%) or more of the combined voting rights attached to the then-outstanding Common Shares;

(iv) The entering into of any agreement by the Corporation to merge, consolidate, restructure, amalgamate, initiate an arrangement or be absorbed by, into or with another corporation; provided that no change of control event shall be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;

(v) The passing of a resolution by the Board or Shareholders to substantially liquidate the assets of the Corporation or wind up the Corporation's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or

(vi) The circumstance in which individuals who were members of the Board immediately prior to a meeting of the Shareholders involving a contest for the election of directors no longer constitute a majority of the Board following such election;

(i) "Code" has the meaning given to that term in Section 3.1;

(j) "Common Shares" means the common shares in the capital of the Corporation;

(k) "Corporation" means Probe Gold Inc.;

(l) "Consultant" means an individual (other than a director, officer or employee of the Corporation or of any of its subsidiaries) or company that:

(i) Is engaged to provide on an ongoing bona fide basis, consulting, technical, management, or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a Distribution;

(ii) Provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the company, as the case may be; and

(iii) In the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries.

(m) "Consultant Company" means a company that is a Consultant;

(n) "Disinterested Shareholder Approval" means the approval of a majority of shareholders of the Corporation voting at a duly called and held meeting of such shareholders, excluding votes of Insiders to whom options may be granted under the Plan;

(o) "Distribution" has the meaning ascribed thereto in applicable Securities Laws.

(p) "Eligible Person" means:

(i) any director, officer, employee or Consultant of the Corporation or any of its Subsidiary Companies; and

(ii) any Personal Holding Company;

(q) "Eligible U.S. Participants" has the meaning given to that term in Section 3.1;

(r) "Exercise Price" has the meaning given to that term in Section 2.2;

(s) "Expiry Date" has the meaning given to that term in Section 2.3(b);

(t) "Good Reason" means, in respect of an officer of the Corporation who has been granted Options under this Plan, solely one of the following events, without such officer's written consent:

(i) a material diminution in such officer's position, duties or authorities;

(ii) the assignment of any duties that are materially inconsistent with the officer's role as a senior executive; or

(iii) a material reduction in the officer's compensation, other than an across the board reduction of not more than 5% that is generally applicable to all executives.

(u) "Insider" means:

(i) an insider as defined under Section 1(1) of the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or senior officer of a Subsidiary Company of the Corporation, and

(ii) an associate as defined under Section 1(1) of the Securities Act (Ontario) of any person who is an insider by virtue of (i) above;

(v) "Investor Relations Activities" means any activities, by or on behalf of the Corporation or a Shareholder, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation:

(A) to promote the sale of products or services of the corporation, or
(B) to raise public awareness of the Corporation;

that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(ii) activities or communications necessary to comply with the requirements of:

(A) applicable Securities Laws;
(B) the TSX Manual, or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Corporation;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

(A) the communication is only through the newspaper, magazine or publication, and
(B) the publisher or writer receives no commission or other consideration other than acting in the capacity of publisher or writer; or

(iv) activities or communications that may be otherwise specified by the TSX.

(w) "Market Price" means:

(i) prior to an initial public offering of the Common Shares, such price as is determined by the Board to constitute their fair market value, using such reasonable valuation mechanism as it selects; and
(ii) after an initial public offering of the Common Shares, the closing price of the Common Shares as reported on the TSX on the last Business Day preceding the date on which the Option is granted by the Corporation (or, if such Common Shares are not then listed and posted for trading on the TSX, on such stock exchange in Canada on which the Common Shares are listed and posted for

trading as may be selected for such purpose by the Board); provided, however, that the Exercise Price of an Option shall not be less than the minimum Exercise Price required by the applicable rules of the TSX. In the event that the Common Shares did not trade on such Business Day, the Market Price shall be the average of the bid and ask prices in respect of the Common Shares at the close of trading on such date, provided, however, that the Exercise Price of an Option shall not be less than the minimum Exercise Price required by the applicable rules of the TSX. In the event that the Common Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of the Common Shares as determined by the Board in its sole discretion;

(x) “Net Exercise” has the meaning given to that term in Section 2.3(i);

(y) “Option” means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;

(z) “Option Period” has the meaning given to that term in Section 2.3(a);

(aa) “Participant” means an Eligible Person to whom Options have been granted;

(bb) “Personal Holding Company” means a personal holding corporation that is either wholly owned, or controlled by, the Participant, and the shares of which are held directly or indirectly by any of the Participant or the Participant’s spouse, minor children and/or minor grandchildren;

(cc) “Plan” means this Incentive Stock Option Plan of the Corporation;

(dd) “Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation.

(ee) “Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism of the Corporation involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

(ff) “Shareholders” means holders of Common Shares;

(gg) “Stock Exchange” means the TSX, and any other stock exchange on which the Common Shares are listed or traded;

(hh) “Termination Date” means the date on which a Participant ceases to be an Eligible Person; and

(ii) “TSX” means the Toronto Stock Exchange.

(jj) “TSX Manual” means the TSX Company Manual, as may be amended from time to time.

(kk) “VWAP” means the volume weighted average trading price of the Common Shares on the TSX calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject Option.

Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.2 Purpose

The purpose of the Plan is to advance the interests of the Corporation by: (i) providing Eligible Persons with additional incentive; (ii) encouraging stock ownership by such Eligible Persons; (iii) increasing the proprietary interest of Eligible Persons in the success of the Corporation; (iv) encouraging Eligible Persons to remain with the Corporation or its Subsidiary Companies; and (v) attracting new directors, employees and officers.

1.3 Administration

(a) This Plan shall be administered by the Board.

(b) Subject to the terms and conditions set forth herein, the Board is authorized to provide for the granting, exercise and method of exercise of Options (as hereinafter defined), all on such terms (which may vary between Options granted from time to time) as it shall determine. In addition, the Board shall have the authority to (i) construe and interpret this Plan and all agreements entered into hereunder; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; and (iii) make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board shall be binding on all Participants (as hereinafter defined) and on their legal, personal representatives and beneficiaries.

(c) The Board shall be permitted, through the establishment of appropriate procedures, to monitor the trading of Common Shares by persons who are performing Investor Relations Activities for the Corporation and who have been granted Options pursuant to this Plan.

(d) Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of this Plan, in whole or in part, to a committee of the Board and/or to any member of the Board. Whenever used herein, the term “Board” means the board of directors of the Corporation, and shall be deemed to include any committee or director to which the Board has, fully or partially, delegated the administration and operation of this Plan pursuant to this Section 1.3.

(e) An Option shall be evidenced by an incentive stock option agreement certificate ("Certificate"), signed on behalf of the Corporation, which Certificate shall be in such form as the Board shall approve from time to time.

(f) No member of the Board shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Options granted under it.

1.4 Shares Reserved

(a) Subject to Section 1.4(d), the securities that may be acquired by Participants under this Plan shall consist of authorized but unissued Common Shares.

(b) The Corporation shall at all times during the term of this Plan ensure that the number of Common Shares it is authorized to issue shall be sufficient to satisfy the requirements of this Plan.

(c) At such time as the Common Shares are listed on the TSX, the aggregate number of Common Shares issuable under this Plan, and under all other Share Compensation Arrangements, shall not exceed 10% of the total number of Common Shares issued and outstanding from time to time. Any Common Shares subject to an Option which for any reason is cancelled, terminated, settled for cash, surrendered, forfeited or expired without having been exercised shall again be available for grants under the Plan. Any Common Shares subject to an Option which has been exercised by a Participant, shall again be available for grants under the Plan. Fractional shares will not be issued and will be treated as specified in Section 1.11(d).

(d) If there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject where required to the prior approval of the Stock Exchange, appropriate substitution or adjustment in:

(i) the number or kind of Common Shares or other securities reserved for issuance pursuant to the Plan, and

(ii) the number and kind of Common Shares or other securities subject to unexercised Options thereto granted and in the Exercise Price of such securities;

without any change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each Common Share covered by the Option; provided, however, that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. If the Corporation is reorganized, amalgamated with another corporation or consolidated, the Board shall make such provisions for the protection of the rights of Participants as the Board in its discretion deems appropriate. For greater certainty, any adjustment, other than in connection with a consolidation or stock split, to Options granted under the Plan, must be subject to the prior acceptance of the TSX, including

adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

1.5 Limits with Respect to Certain Persons

(a) The maximum number of Common Shares which may be issued to:

(i) any Consultant in any twelve (12) month period under this Plan may be no more than two percent (2%) of the outstanding Common Shares of the Corporation; and

(ii) all Persons conducting Investor Relations Activities for the Corporation in any twelve (12) month period may be, in aggregate, no more than two percent (2%) of the outstanding Common Shares of the Corporation,

less the aggregate number of shares reserved for issuance or issuable under any other Share Compensation Arrangement of the Corporation.

(b) Options granted to Consultants conducting Investor Relations Activities for the Corporation shall vest over a period of not less than twelve (12) months with no more than twenty-five percent (25%) of the options vesting in any three (3) month period.

(d) The number of the Corporation’s securities that are:

(i) issued to Insiders, within any one year period, and

(ii) issuable to Insiders, at any time;

under this Plan, or when combined with all Security Compensation Arrangements, cannot exceed 10% of the Corporation’s total issued and outstanding securities, respectively.

(e) The maximum aggregate number of Common Shares that are issuable pursuant to the Plan together with all Security Compensation Arrangements granted or issued in any twelve (12) month period to Insiders (as a group) must not exceed 10% of the Common Shares, calculated as at the date any Security Compensation Arrangement is granted or issued to any Insider.

(f) There may be no acceleration of the vesting requirements applicable to Options granted to persons conducting Investor Relations Activities unless the prior written approval of the TSX has been obtained.

(g) Unless disinterested approval is obtained and except as otherwise may be permitted by the policies of the TSX, the maximum aggregate number of Common Shares that are issuable pursuant to the Plan together with all Security Compensation Arrangements granted or issued in any 12 month period to any one Eligible Person

must not exceed 5% of the Common Shares, calculated as at the date of any Security Based Arrangement is granted or issued to the Eligible Person.

1.6 Amendment and Termination

(a) The Board may from time to time, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and any Certificate relating thereto, provided that no such suspension, termination, amendment or revision will be made:

(i) except in compliance with applicable law and with the prior approval, if required, of the Stock Exchange or any other regulatory body having authority over the Corporation, the Plan or the Shareholders; and

(ii) in the case of an amendment or revision, if it materially adversely affects the rights of any Participant, without the consent of the Participant.

(b) If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board will remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect.

(c) Subject to any applicable rules of the Stock Exchange, the Board may from time to time, in its absolute discretion and without the approval of Shareholders, make the following amendments to the Plan or any Option:

(i) amend the vesting provisions of the Plan and any Certificate;

(ii) amend the Plan or an Option as necessary to comply with applicable law or the requirements of the Stock Exchange or any other regulatory body having authority over the Corporation, the Plan or the Shareholders;

(iii) any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan; and

(iv) any amendment respecting the administration of the Plan.

(d) Shareholder approval is required for the following amendments to the Plan:

(i) any change that would materially modify the eligibility requirements for participation in the Plan.

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(e) Disinterested Shareholder Approval is required for the following amendments to the Plan:

(i) any individual stock option grant that would result in any of the limitations set forth in Section 1.4(c) of this Plan being exceeded; and

(ii) any individual stock option grant that would result in the grant to Insiders (as a group), within a twelve (12) month period, of an aggregate number of Options exceeding ten percent (10%) of the issued Common Shares, calculated on the date an Option is granted to any Insider; and

(iii) any individual stock option grant that would result in the number of Common Shares issued to any individual in any twelve (12) month period under this Plan exceeding five percent (5%) of the issued Common Shares of the Corporation, less the aggregate number of shares reserved for issuance or issuable under any other Share Compensation Arrangement of the Corporation; and

(iv) any amendment to Options held by Insiders that would have the effect of decreasing the exercise price of the Options; and

(v) any individual stock option grant requiring Shareholder approval pursuant to the TSX Manual; and

(vi) any extension of the Expiry Date of an Option held by an Insider.

For the purposes of the limitations set forth in items (ii) and (iv), Options held by an Insider at any point in time that were granted to such Participant prior to it becoming an Insider shall be considered Options granted to an Insider irrespective of the fact that the Participant was not an Insider at the time of grant.

1.7 Compliance with Legislation

(a) The Plan (including an amendment to the Plan), the terms of the issue or grant of any Option under the Plan, the grant and exercise of Options hereunder, and the Corporation's obligation to sell and deliver Common Shares upon the exercise of Options, shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of the Stock Exchange and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals.

(b) No Option shall be granted, and no Common Shares issued hereunder, where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction, and any purported grant of any Option or purported issue of Common Shares hereunder in violation of this provision shall be void.

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(c) The Corporation shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with the Stock Exchange. Common Shares issued and sold to Participants pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.

(d) If Common Shares cannot be issued to a Participant upon the exercise of an Option due to legal or regulatory restrictions, the obligation of the Corporation to issue such Common Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the applicable Participant as soon as practicable.

1.8 Effective Date

The Plan shall be effective upon the approval of the Plan by:

(i) The Stock Exchange and any other exchange upon which the Common Shares of the Corporation may be posted or listed for trading, and shall comply with the requirements from time to time of the Stock Exchange; and

(ii) the Shareholders, by written resolution signed by all Shareholders or given by the affirmative vote of a majority of the votes attached to the Common Shares entitled to vote and be represented and voted at an annual or special meeting of Shareholders held, among other things, to consider and approve the Plan.

1.9 Proceeds from Exercise of Options

The proceeds from any sale of Shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

1.10 Tax Withholdings

Notwithstanding any other provision contained herein, in connection with the exercise of an Option by a Participant from time to time, as a condition to such exercise (i) the Corporation shall require such Participant to pay to the Corporation or the relevant Subsidiary Company an amount as necessary so as to ensure that the Corporation or such Subsidiary Company, as applicable, is in compliance with the applicable provisions of any federal, provincial or local law relating to the withholding of tax or other required deductions (the "Applicable Withholdings and Deductions") relating to the exercise of such Options; or (ii) in the event a Participant does not pay the amount specified in (i), the Corporation shall be permitted to engage a broker or other agent, at the risk and expense of the Participant, to sell an amount of underlying Common Shares issuable on the exercise of such Option through the facilities of the Stock Exchange, and to apply the cash received on the sale of such underlying Common Shares as necessary so as to ensure that the Corporation or the relevant Subsidiary Company, as applicable, is in compliance with the Applicable Withholdings and Deductions relating to the exercise of such Options. In addition, the Corporation or the relevant

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Subsidiary Company, as applicable, shall be entitled to withhold from any amount payable to a Participant, either under this Plan or otherwise, such amount as may be necessary so as to ensure that the Corporation or the relevant Subsidiary Company is in compliance with Applicable Withholdings and Deductions relating to the exercise of such Options.

1.11 Miscellaneous

(a) Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or compensation arrangements, subject to any required approval.

(b) The Corporation may only grant options pursuant to resolutions of the Board.

(c) In determining options to be granted to Participants, the Board shall give due consideration to the value of each such Participant’s present and potential contribution to the success of the Corporation.

(d) Nothing contained in the Plan nor in any Option granted thereunder shall be deemed to give any Participant any interest or title in or to any Common Shares or any rights as a Shareholder or any other legal or equitable right against the Corporation or any of its Subsidiary Companies whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option.

(e) The Plan does not give any Participant or any employee of the Corporation or any of its Associated Companies, Affiliated Companies, Subsidiary Companies or Controlled Companies the right or obligation to or to continue to serve as a Consultant, director, officer or employee, as the case may be, to or of the Corporation or any of its Associated Companies, Affiliated Companies, Subsidiary Companies or Controlled Companies. The awarding of Options to any Eligible Person is a matter to be determined solely in the discretion of the Board. The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Corporation other than as specifically provided for in the Plan. The grant of an Option to, or the exercise of an Option by, a Participant under the Plan does not create the right for such Participant to receive additional grants of Options hereunder.

(f) No fractional Common Shares shall be issued upon the exercise of options granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Common Share upon the exercise of an Option, or from an adjustment pursuant to Section 1.4(d) such Participant shall only have the right to purchase the next lowest whole number of Common Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

(g) The Corporation makes no representation or warranty as to the future market value of the Common Shares or with respect to any income tax matters affecting the Participant resulting from the grant or exercise of an Option and/or transactions in the Common Shares. Neither the Corporation, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such

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person or any other person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Common Shares hereunder, with respect to any fluctuations in the market price of Common Shares or in any other manner related to the Plan.

(h) This Plan shall be construed in accordance with and be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(i) If any provision of this Plan shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Plan and the remaining provisions shall continue in full force and effect.

(j) This Plan constitutes the entire stock option plan for the Corporation and its Participants and supersedes any prior stock option plans for such persons.

Section 2 Options

2.1 Grants

(a) Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in Section 1.3(b) and Section 2.3 thereof, applicable to the exercise of an Option. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.

(b) The Board may, in its discretion, select any directors, officers, employees or Consultants of or to the Corporation or Subsidiary Companies of the Corporation to participate in this Plan.

(c) For Options granted to employees of the Corporation, Consultants or individuals employed by a company or individual providing management services to the Corporation, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide employee of the Corporation, Consultant or individual employed by a company or individual providing management services to the Corporation, as the case may be.

(d) The Board may from time to time, in its discretion, grant Options to any Participant upon the terms, conditions and limitations set forth herein and such other terms, conditions and limitations permitted by and not inconsistent with this Plan as the Board may determine, provided that Options granted to any Participant shall be approved by the Shareholders if the rules of the Stock Exchange require such approval.

2.2 Exercise Price

(a) An Option may be exercised at a price (the "Exercise Price") that shall be fixed by the Board at the time that the Option is granted, but in no event shall it be less than the Market Price. The Exercise Price shall be subject to adjustment in accordance with the provisions of Section 1.4(d) thereof.

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(b) if Options are granted within ninety (90) days of a distribution (the "Distribution Period") by the Corporation by prospectus, the minimum exercise price per Common Share of those options will be the greater of the Market Price and the price per Common Share paid by the public investors for Common Shares acquired pursuant to such distribution. The Distribution Period shall begin:

(i) on the date the final receipt is issued for the final prospectus in respect of such distribution; and

(ii) in the case of a prospectus that qualifies special warrants, on the closing date of the private placement in respect of such special warrants.

2.3 Exercise of Options

(a) The period during which an Option may be exercised (the "Option Period") shall be determined by the Board at the time the Option is granted, subject to any vesting limitations that may be imposed by the Board in its sole and unfettered discretion at the time such Option is granted, provided that:

(i) no Option shall be exercisable for a period exceeding ten (10) years from the date the Option is granted;

(ii) the Option Period shall be automatically reduced in accordance with Section 2.3(g) below upon the occurrence of any of the events referred to therein; and

(iii) no Option in respect of which Shareholder approval is required under the rules of the Stock Exchange shall be exercisable until such time as such Option has been approved by the Shareholders.

(b) Notwithstanding any other provision of the Plan, if the date that any vested Option ceases to be exercisable (the "Expiry Date") falls on a date upon which such Participant is prohibited from exercising such Option due to a black-out period or other trading restriction imposed by the Corporation, then the Expiry Date of such Option shall be automatically extended to the tenth (10th) Business Day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed.

(c) Notwithstanding any other provision of this Plan, except for and subject to Section 1.5(f) in the event of an actual or potential Change of Control Event, the Board may, in its discretion, without the necessity or requirement for the agreement of any Participant: (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Option; (ii) permit the conditional exercise of any Option, on such terms as it sees fit; (iii) otherwise amend or modify the terms of the Option, including for greater certainty permitting Participants to exercise any Option, to assist the Participants to tender the underlying Common Shares to, or participate in, the actual or potential Change of Control Event or to obtain the advantage of holding the underlying Common Shares during such Change of Control Event; (iv) permit the exchange for or into any other security or any other property or cash, any Option that

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has not been exercised without regard to any vesting conditions attached thereto; and (iv) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the Options not exercised prior to the successful completion of such Change of Control Event. In addition, in the event of an actual or potential Change of Control Event, the Board, or any company which is or would be the successor to the Corporation or which may issue securities in exchange for Common Shares upon such Change of Control Event becoming effective, may in its discretion, without the necessity or requirement for the agreement of any Participant, issue a new or replacement options over any securities into which the Options are exercisable, on a basis proportionate to the number of Common Shares underlying such Option and at a proportionate Exercise Price (and otherwise substantially upon the terms of the Option being replaced, or upon terms no less favourable to the Participant) including, without limitation, the periods during which the Option may be exercised and expiry dates; and in such event, the Participant shall be deemed to have released his or her Option over the Common Shares and such Option shall be deemed to have lapsed and be cancelled.

(d) Notwithstanding any other provision of this Plan, in the event that:

(i) an actual or potential Change of Control Event is not completed within the time specified therein; or

(ii) all of the Common Shares subject to an Option that were tendered by a Participant in connection with an actual or potential Change of Control Event are not taken up or paid for by the offeror in respect thereof,

then the Board may, in its discretion, without the necessity or requirement for the agreement of any Participant, permit the Common Shares received upon such exercise, or in the case of Subsection (ii) above the Common Shares that are not taken up and paid for, to be returned by the Participant to the Corporation and reinstated as authorized but unissued Common Shares and, with respect to such returned Common Shares, the related Options may be reinstated as if they had not been exercised and the terms for such Options becoming vested will be reinstated pursuant to this Section 2.3. If any Common Shares are returned to the Corporation under this Section 2.3, the Corporation will immediately refund the Exercise Price to the Participants for such Common Shares.

(e) Options shall not be transferable or assignable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant's legal representative.

(f) Provided that the Common Shares are listed on the TSX, if the Participant is a company, including a Consultant Company, the company shall not be permitted to effect or permit any transfer of ownership or option of shares of the company nor to issue further shares of any class of the company to any individual or entity as long as

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the options remain outstanding, except where the written consent of the TSX has been obtained.

(g) Subject to Section 2.3(a) and except as otherwise determined by the Board and subject to acceptance of the TSX:

(i) if a Participant who is a non-executive director of the Corporation ceases to be an Eligible Person as a result of his or her retirement from the Board, each unvested Option held by such Participant shall automatically vest on the date of his or her retirement from the Board, and thereafter each vested Option held by such Participant will cease to be exercisable on the earlier of the original Expiry Date of the Option and one (1) year after the date of his or her retirement from the Board;

(ii) if the Board service, consulting relationship, or employment of a Participant with the Corporation or a Subsidiary Company is terminated for Cause, each vested and unvested Option held by the Participant will automatically terminate and become void on the Termination Date;

(iii) if a Participant dies, the legal representative of the Participant may exercise the Participant's vested Options for a period until the earlier of the original Expiry Date of the Option and 12 months after the date of the Participant's death, but only to the extent the Options were by their terms exercisable on the date of death. For greater certainty, all unvested Options held by a Participant who dies shall terminate and become void on the date of death of such Participant;

(iv) if a Participant ceases to be an Eligible Person for any reason whatsoever other than in (i) to (iv) above, each vested Option held by the Participant will cease to be exercisable on the earlier of the original Expiry Date of the Option and six (6) months after the Termination Date; provided that all unvested Options held by such Participant shall automatically terminate and become void on the Termination Date of such Participant. Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant received compensation in respect of dismissal or was entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant; and

(v) notwithstanding any provision in this Section 2.3(g) to the contrary, if a Participant who is an officer of the Corporation ceases to be an Eligible Person as a result of such officer's termination without Cause or resignation for Good Reason, any unvested Options as of the date of termination will be accelerated and become immediately fully vested as of such date. Such options will be exercisable by the officer for a period of up to one (1) year following the date of termination.

(h) Subject to Section 2.3(i), the Exercise Price of each Common Share purchased under an Option shall be paid in full in cash or by bank draft, wire transfer or certified cheque at the time of such exercise, and upon receipt of payment in full, the number of

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Common Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.

(i) In lieu of the Exercise Price of each Common Share underlying an Option being paid in cash, the Option may be exercised, except Options granted to persons performing Investor Relations Activities, at the discretion of the Option holder and only with the written permission of the Board, by a “Net Exercise” whereby the Option holder will receive only the number of Common Shares underlying the Option that is the equal to the quotient obtained by dividing:

(i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by

(ii) the VWAP of the underlying Common Shares.

In the event of a Net Exercise, the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued, must be included in calculating the limits set forth in Section 1.5, Section 1.6(e)(i), Section 1.6(e)(ii) and Section 1.6(e)(iii).

(j) Upon the exercise of Options pursuant to this section, the Corporation shall forthwith deliver, or cause the registrar and transfer agent of the Common Shares to deliver, to the relevant Participant (or his or her legal or personal representative) or to the order thereof, a certificate representing the number of Common Shares with respect to which Options have been exercised.

(k) Subject to the other provisions of this Plan and any vesting limitations imposed by the Board at the time of grant, Options may be exercised, in whole or in part, at any time or from time to time, by a Participant by written notice given to the Corporation as required by the Board from time to time.

2.4 Notice

Any notice required to be given by this Plan shall be in writing and shall be given by registered mail, postage prepaid, or delivered by courier or by facsimile transmission addressed, if to the Corporation, to the office of the Corporation in Toronto, Ontario, Attention: Chief Executive Officer; or if to a Participant, to such Participant at his address as it appears on the books of the Corporation or in the event of the address of any such Participant not so appearing, then to the last known address of such Participant; or if to any other person, to the last known address of such person.

2.5 Rights of Participants

No person entitled to exercise any Option granted under this Plan shall have any of the rights or privileges of a Shareholder in respect of any underlying Common Shares issuable upon exercise of such Option, including without limitation, the right to participate in any new issue of Common Shares to existing holders of Common Shares, until such Option has been exercised and such underlying Common Shares have been paid for in full and issued to such person.

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2.6 Right to Issue Other Shares

The Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, issuing further Common Shares, varying or amending its share capital r corporate structure.

2.7 Quotation of Common Shares

So long as the Common Shares are listed on the TSX, the Corporation must apply to the TSX for the listing or quotation of the Common Shares issued upon the exercise of all Options granted under the Plan, however, the Corporation cannot guarantee that such Common Shares will be listed or quoted on the TSX.

2.8 Effective Date

This Plan shall be effective on April 25, 2022, subject to shareholder approval and ratification by ordinary resolution at the Corporation’s next annual meeting of shareholders.

Section 3 Special Rules for U.S. Eligible Persons

3.1 Section 409A Compliance

Notwithstanding any other provision of this Plan, the following special rules will apply to all Eligible Persons (“Eligible U.S. Participants”) who are subject to U.S. income tax with respect to Options issued under the Plan to them:

(a) All Options granted under this Plan to Eligible U.S. Participants are intended to be exempt from Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”) and will be construed accordingly. However, the Corporation will not be liable to any Eligible U.S. Participant or beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code; and

(b) The Exercise Price for all Options granted to Eligible U.S. Participants shall in no event be less than the greater of (i) the Market Price; and (ii) the closing price of the Common Shares as reported on the TSX on the business day immediately preceding the day on which the Option is granted.

RESTRICTED STOCK UNIT INCENTIVE PLAN

PROBE GOLD INC.

RESTRICTED STOCK UNIT INCENTIVE PLAN

MARCH 7, 2018

PURPOSE...1
DEFINITIONS...1
ADMINISTRATION OF THE PLAN...4
3.1 Board...4
3.2 Committee...4
3.3 Terms of Awards...5
3.4 No Liability...5
3.5 Book Entry...5
SHARES SUBJECT TO THE PLAN...5
EFFECTIVE DATE, DURATION AND AMENDMENTS...6
5.1 Effective Date...6
5.2 Term...6
5.3 Amendment and Termination of the Plan...6
AWARD ELIGIBILITY AND LIMITATIONS...8
6.1 Service Providers...8
6.2 Successive Awards...8
AWARD AGREEMENT...8
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS...8
8.1 Grant of Restricted Stock Units...8
8.2 Restrictions and Vesting...8
8.3 Restricted Stock Unit Accounts...8
8.4 Rights of Holders of Restricted Stock Units...9
8.5 Termination of Service...9
8.6 Cash Payment or Delivery of Shares...9
8.7 Exchange Hold Period...Error! Bookmark not defined.
TERMS AND CONDITIONS OF AWARDS...9
9.1 Performance Conditions...9
9.2 Performance Goals Generally...9
9.3 Business Criteria...10
9.4 Timing For Establishing Performance Goals...10
9.5 Written Determinations...10
REQUIREMENTS OF LAW...10
10.1 General...10
EFFECT OF CHANGES IN CAPITALIZATION...10
11.1 Changes in Shares...10
11.2 Change of Control...11
11.3 Adjustments...11
11.4 No Limitations on Company...11
GENERAL PROVISIONS...11
12.1 Disclaimer of Rights...11
12.2 Nonexclusivity of the Plan...11
12.3 Withholding Taxes...12
12.4 Captions...12

12.5 Other Provisions...12
12.6 Number and Gender...12
12.7 Severability...12
12.8 Governing Law...12
12.9 No Representation or Warranty...12
12.10 Conflict...12
12.11 Time of Essence...12

PROBE GOLD INC.

RESTRICTED STOCK UNIT INCENTIVE PLAN

Probe Gold Inc., a corporation incorporated under the laws of Ontario (the “Company”), sets forth herein the terms of its Restricted Stock Unit Incentive Plan (the “Plan”), as follows:

PURPOSE

The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, directors, key employees, consultants and other persons, and to motivate such officers, directors, key employees, consultants and other persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of restricted stock units. Any of these awards of restricted stock units may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof (as such performance goals are specified in the Award Agreement).

DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1 “Affiliate” means, with respect to the Company, any person or company if it is a Subsidiary entity of the other or if both are Subsidiary entities of the same person or company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

2.2 “Award” means a grant of Restricted Stock Units under the Plan.

2.3 “Award Agreement” means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Cause” means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense; or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

2.6 “Change of Control” means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

(i) any transaction (other than a transaction described in clause (iii) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Company representing 50% or more of the aggregate voting power of all of the Company’s then issued and outstanding securities entitled to vote in the election of directors of the Company, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Company under any of the Company’s equity incentive plans;

(ii) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) the sale, lease, exchange, license or other disposition of all or substantially all of the Company's assets to a Person other than a Person that was an Affiliate of the Company at the time of such sale, lease, exchange, license or other disposition, other than a sale, lease, exchange, license or other disposition to an entity, more than 50% of the combined voting power of the voting securities of which are beneficially owned by shareholders of the Company in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, exchange, license or other disposition;

(iv) the passing of a resolution by the Board or shareholders of the Company to substantially liquidate the assets of the Company or wind up the Company's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Company in circumstances where the business of the Company is continued and the shareholdings remain substantially the same following the re-arrangement); or

(v) individuals who, on the Effective Date, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;

2.7 "Committee" means the Compensation committee of the Board, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2.

2.8 "Company" means Probe Gold Inc.

2.9 "Consultant" means, in relation to the Company, an individual (other than an Employee or a Director of the Issuer) or company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate of the Company, other than services provided in relation to a distribution;

(b) provides the services under a written contract between the Company or the Affiliate and the individual or the company, as the case may be;

(i) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate of the Company; and

(ii) has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

2.10 "Director" means a director, senior officer or Management Company Employee of the Company.

2.11 "Effective Date" means March 7, 2018, the date the Plan was approved by the Board.

2.12 “Employee” means:

(a) an individual who is considered an employee of the Company or its Subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);

(b) an individual who works full-time for the Company or its Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(c) an individual who works for the Company or its Subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source.

2.13 “Fair Market Value” means the value of a Share, determined as follows: if on the Grant Date or other determination date the Shares are listed on the TSX or another established national or regional stock exchange or is publicly traded on an established securities market, the Fair Market Value of the Company’s Shares shall be the closing price of the Shares on such exchange or in such market (if there is more than one such exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Shares is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Shares are not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of a Share as determined by the Board in good faith.

2.14 “GAAP” means, at any time, accounting principles generally accepted in Canada applying IFRS, including those set out in the Handbook of the Chartered Professional Accountants of Canada, at the relevant time applied on a consistent basis.

2.15 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board.

2.16 “Grantee” means a person who receives or holds an Award under the Plan.

2.17 “IFRS” means International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

2.18 “Management Company Employee” means an individual employed by a person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a person engaged in investor relations activities.

2.19 “Outside Director” means a member of the Board who is not an officer or employee of the Company.

2.20 “Plan” means this Probe Gold Inc. Restricted Stock Unit Incentive Plan.

2.21 “Restricted Stock Unit” or “RSU” means a bookkeeping entry representing the right to receive one Share, subject to the restrictions and vesting provisions provided herein, and awarded to a Grantee pursuant to Section 8 thereof.

2.22 “Securities Act” means the Securities Act (Ontario), as now in effect or as hereafter amended.

2.23 “Service” means service of a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive.

2.24 “Service Provider” means an Employee, Director, or Consultant of the Company or its Subsidiary.

2.25 “Share(s)” means the issued and outstanding common shares of the Company.

2.26 “Subsidiary” means any “subsidiary entity” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

2.27 “TSX” means the Toronto Stock Exchange.

3. ADMINISTRATION OF THE PLAN

3.1 Board

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s articles and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s articles and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive.

3.2 Committee

The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, other than the Board’s power and authority to grant awards or to issue Shares to Grantees upon the vesting of an Award, consistent with the articles of the Company and applicable law.

(i) Except as provided in Subsection (ii) and except as the Board may otherwise determine, the Committee, if any, appointed by the Board to administer the Plan shall consist of two or more Outside Directors of the Company who meet such requirements as may be established from time to time by the securities regulatory authorities for such incentive plans and who comply with the independence requirements of applicable securities regulatory policies.

(ii) The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, who may administer the Plan and may determine all terms of such Awards.

Notwithstanding the foregoing, the Board may not delegate its authority to grant Awards or to issue Shares to Grantees upon the vesting of an Award.

In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination

may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board.

3.3 Terms of Awards

Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to:

(i) designate Grantees;
(ii) determine the number of Shares to be subject to an Award;
(iii) establish the terms and conditions of each Award (including, but not limited to, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award and any other terms or conditions);
(iv) prescribe the form of each Award Agreement evidencing an Award;
(iv) establish performance criteria; and
(v) amend, modify, or supplement the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside Canada to recognize differences in local law, tax policy, or custom.

As a condition to any subsequent Award, the Board shall have the right, at its discretion, to require Grantees to return to the Company Awards previously made under the Plan. Subject to the terms and conditions of the Plan, any such new Award shall be upon such terms and conditions as are specified by the Board at the time the new Award is made. The Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may, within 30 days, annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for Cause. The grant of any Award shall be contingent upon the Grantee executing the appropriate Award Agreement.

3.4 No Liability

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

3.5 Book Entry

Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of share certificates through the use of book-entry.

4. SHARES SUBJECT TO THE PLAN

Shares issued or to be issued under the Plan shall be authorized but unissued shares. Subject to adjustment as provided in Section 11 hereof, the maximum number of Shares available for issuance under the Plan shall be 7,000,000. The number of Shares issued or to be issued under the Plan and all other security based compensation

arrangements, at any time, shall not exceed 20% of the total number of the issued and outstanding Shares. If any Shares covered by an Award are forfeited, or if an Award terminates without delivery of any Shares subject thereto, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan. The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions. The number of Shares reserved pursuant to this Section 4 may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

Notwithstanding the foregoing:

(i) the number of securities issuable to insiders of the Company under all security-based compensation arrangements, including the Plan, at any time, cannot exceed 10% of the issued and outstanding Shares;

(ii) the number of securities issued to insiders of the Company pursuant to such arrangements, within any one-year period, cannot exceed 10% of the issued and outstanding Shares;

(iii) the number of Shares issuable to any one Service Provider or other individual pursuant to an Award within any one-year period, cannot exceed 1% of the issued and outstanding Shares;

(iv) the aggregate number of Shares issuable to all Service Providers pursuant to Awards within any one-year period, cannot exceed 2% of the issued and outstanding Shares and

(v) the annual grant of Awards under this Plan to any one Non-Employee Director shall not exceed $150,000 in value excluding any one time sign on awards or equity granted in lieu of cash retainers.

EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1 Effective Date

The Plan shall be effective as of the Effective Date, subject to approval of the Plan by the Company’s shareholders within one year of the Effective Date. Upon approval of the Plan by the shareholders of the Company as set forth above, all Awards made under the Plan on or after the Effective Date shall be fully effective as if the shareholders of the Company had approved the Plan on the Effective Date. If the shareholders fail to approve the Plan within one year after the Effective Date, any Awards made hereunder shall be null and void and of no effect.

5.2 Term

The Plan shall terminate automatically ten (10) years after the Effective Date and may be terminated on any earlier date or extended as provided in Section 5.3.

5.3 Amendment and Termination of the Plan

i. The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without the consent of the Participants provided that such suspension, termination, amendment or revision shall:

(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;

(b) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Company, the TSX, or any other regulatory body having authority over the Company; and

(c) be subject to shareholder approval, where required by law or the requirements of the TSX provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Company make the following amendments to this Plan:

(i) any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;

(ii) any amendment regarding the effect of termination of a Participant’s employment or engagement;

(iii) any amendment which accelerates the date on which any RSU may vest under the Plan;

(iv) any amendment necessary to comply with applicable law or the requirements of the TSX or any other regulatory body;

(v) any amendment of a “housekeeping” nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;

(vi) any amendment regarding the administration of the Plan;

(vii) any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury, a form of financial assistance or clawback, and any amendment to a provision permitting the grant of Awards settled otherwise than with Shares issued from treasury, a form of financial assistance or clawback which is adopted; and

(viii) any other amendment that does not require the approval of the shareholders of the Company under Section 5.3(ii).

ii. Notwithstanding Section 5.3(iii), the Board shall be required to obtain shareholder approval to make the following amendments:

(a) any increase to the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to Article 11

(b) any amendment which extends the Restriction Period of any RSU beyond the original expiry date or Restriction Period to the extent such amendment benefits a Grantee;

(c) any amendment which increases the maximum number of Shares that may be (i) issuable to Grantees at any time; or (ii) issued to Grantees under the Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 11; and

(d) any amendment to the amendment provisions of the Plan;

provided that Shares held directly or indirectly by Grantees benefiting from the amendments shall be excluded when obtaining such shareholder approval.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1 Service Providers

Subject to this Section 6, Awards may be made under the Plan to any Service Provider, as the Board shall determine and designate from time to time. The Company and the Grantee of Restricted Stock Units are responsible for ensuring and confirming that the Grantee of Restricted Stock Units is a bona fide Service Provider.

6.2 Successive Awards

An eligible person may receive more than one Award, subject to such restrictions as are provided herein.

7. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan.

8. TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

8.1 Grant of Restricted Stock Units

Awards shall be in the form of Restricted Stock Units. Subject to the restrictions and vesting provisions provided in Section 8.2, each RSU shall entitle the Grantee to receive one Share.

8.2 Restrictions and Vesting

At the time a grant of Restricted Stock Units is made, the Board may, in its sole discretion, establish a period of time (a “Vesting period”) applicable to such Restricted Stock Units. Each Award of Restricted Stock Units may be subject to a different Vesting period. The Board may, in its sole discretion, at the time a grant of Restricted Stock Units is made, prescribe restrictions in addition to or other than the expiration of the Vesting period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Stock Units in accordance with Section 9.1 Notwithstanding the foregoing, (i) Restricted Stock Units that vest solely by the passage of time shall not vest in full in less than three (3) years from the Grant Date; (ii) Restricted Stock Units for which vesting may be accelerated by achieving performance targets shall not vest in full in less than one (1) year from the Grant Date; and (iii) Restricted Stock Units granted to Outside Directors vest, (a) at the election of an Outside Director at the time the Award is granted, within a minimum of one (1) year to a maximum of three (3) years following the Grant Date, as such Outside Director may elect, and (b) if no election is made, upon the earlier of a Change of Control in accordance with Section 11.2 or his or her resignation from the Board.

Restricted Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (other than to the Grantee’s beneficiary or estate, as the case may be, upon the death of the Grantee) during the Vesting period.

Upon the death of a Grantee, any RSUs granted to such Grantee which, prior to the Grantee’s death, have not vested, will immediately vest and the Grantee’s estate shall be entitled to receive payment in accordance with Section 8.6 hereof.

8.3 Restricted Stock Unit Accounts

An account will be maintained by the Secretary of the Company, or such other officer of the Company as the Board may designate, in the name and for the benefit of the Grantee, in which will be recorded the number of

RSUs granted to the Grantee, the Grant Date and expiry date of the RSUs.

8.4 Rights of Holders of Restricted Stock Units

(a) Voting and Dividend Rights

Grantees of Restricted Stock Units shall have no rights as shareholders of the Company. The Board may provide in an Award Agreement evidencing a grant of Restricted Stock Units that the Grantee shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Shares, a cash payment for each Restricted Stock Unit granted equal to the per-share dividend paid on the outstanding Shares. Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Restricted Stock Units at a price per unit equal to the Fair Market Value of the Shares on the date that such dividend is paid.

(b) Creditor’s Rights

A Grantee shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

8.5 Termination of Service

Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock Units granted to a Grantee that have not vested and will not vest within 30 days from the date of termination, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to receive dividends with respect to the Restricted Stock Units.

8.6 Cash Payment or Delivery of Shares

Upon the expiration or termination of the Vesting period and the satisfaction of any other restrictions prescribed by the Board, the Restricted Stock Units shall vest and shall be settled in either cash or Shares, as the Committee may so determine, unless otherwise provided in the Award Agreement.

A cash payment shall be in the amount equal to the “Market Price” per share as defined in the policies of the applicable stock exchange as the trading day prior to the date of vesting, and certified funds shall be paid for the Restricted Stock Units valued at the Market Price. A Share payment shall be for Shares issued by the Company from treasury and a share certificate for that number of Shares equal to the number of vested RSUs shall be free of all restrictions. The cash payment or Shares shall be delivered to the Grantee or the Grantee’s beneficiary or estate, as the case may be.

The Committee shall specify the circumstances in which Awards shall be made or forfeited in the event of termination of Service by the Grantee prior to vesting.

9. TERMS AND CONDITIONS OF AWARDS

9.1 Performance Conditions

The granting and vesting of RSUs may be subject to such performance conditions as may be specified by the Board in the Award Agreement. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award subject to performance conditions.

9.2 Performance Goals Generally

The performance goals for Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 9.1. Performance goals shall be objective and shall otherwise meet the requirements that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain”. The Committee may determine that Awards shall vest upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to the vesting of an Award. Performance goals may differ for Awards granted to any one Grantee or to different Grantees.

9.3 Business Criteria

The Board, in its sole discretion, may establish business criteria for the purpose of establishing performance goals in accordance with Section 9.1, including but not limited to, one or more of the following business criteria for the Company, on a consolidated basis, and/or specified Subsidiaries or business units of the Company (except with respect to the total shareholder return and earnings per share criteria): (1) total shareholder return; (2) such total shareholder return as compared to total return (on a comparable basis) to a peer group of similar publicly available companies or of a publicly available index such as, but not limited to, the S&P/TSX Composite Index; (3) past service to the Company; (4) net income; (5) pre-tax earnings; (6) earnings before interest expense, taxes, depreciation and amortization; (7) pre-tax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special items; (8) operating margin; (9) earnings per share; (10) return on equity; (11) return on capital; (12) return on investment; (13) operating earnings; (14) working capital; (15) ratio of debt to shareholders’ equity; (16) revenue; and (17) free cash flow and free cash flow per share (18) project completion milestones. Business criteria may be measured on an absolute basis or on a relative basis (i.e., performance relative to peer companies) and on a GAAP or non-GAAP basis.

9.4 Timing For Establishing Performance Goals

Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Awards, or at such other date as may be determined by the Board.

9.5 Written Determinations

All determinations by the Committee as to the establishment of performance goals, the amount of any Award and as to the achievement of performance goals relating to Awards, and the amount of any final Awards, shall be made in writing.

10. REQUIREMENTS OF LAW

10.1 General

The Plan shall comply with the provisions of any applicable law or regulation of any governmental authority, including without limitation any federal, state or provincial securities laws or regulations and the requirements of any stock exchange having jurisdiction. The failure to comply with such laws or regulations, including without limitation the Securities Act, may result in a termination of the Plan and/or the forfeiture of previously granted RSUs.

11. EFFECT OF CHANGES IN CAPITALIZATION

11.1 Changes in Shares

If the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which Awards

may be made under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend payable in cash or in shares of the Company) without receipt of consideration by the Company, the Company may, in such manner as the Company deems appropriate, adjust the number and kind of shares subject to outstanding Awards.

11.2 Change of Control

If the Company completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control a Grantee who was also an officer or employee of, or Consultant to, the Company prior to the Change of Control has their position, employment or consulting agreement terminated, or the Participant is constructively dismissed, then all unvested Awards shall immediately vest and be settled.

11.3 Adjustments

Adjustments under Section 11.1 relating to Shares or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share. The Board may provide in the Award Agreement at the time of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 11.1 and 11.3.

11.4 No Limitations on Company

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

12. GENERAL PROVISIONS

12.1 Disclaimer of Rights

No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a director, officer, consultant or employee of the Company or an Affiliate. The obligation of the Company to issue Shares or pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation only in respect of those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

12.2 Nonexclusivity of the Plan

Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable.

12.3 Withholding Taxes

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, provincial, state, or local taxes of any kind required by law to be withheld with respect to the vesting of an Award or upon the issuance of any Shares upon the vesting of an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation.

12.4 Captions

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

12.5 Other Provisions

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.

12.6 Number and Gender

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

12.7 Severability

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

12.8 Governing Law

The validity and construction of this Plan and the instruments evidencing the Award hereunder shall be governed by the laws of the Province of Ontario, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

12.9 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

12.10 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern.

12.11 Time of Essence

Time is of the essence of this Plan and of each Award Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality of time.

Approved by the Board of Directors on March 7, 2018.

AI assistant

Probe Gold Inc. — Proxy Solicitation & Information Statement 2025

47273_rns_2025-05-16_4a016356-633b-4a05-9de4-8d5224aef2ce.pdf

2025 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Table of Contents

GENERAL INFORMATION RESPECTING THE MEETING

APPOINTMENT AND REVOCATION OF PROXIES

PARTICULARS OF MATTERS TO BE ACTED UPON

ABOUT THE DIRECTORS

REPORT ON CORPORATE GOVERNANCE PRACTICES

GENERAL INFORMATION RESPECTING THE MEETING

Solicitation of Proxies by Management

Notice-and-Access

Appointment and revocation of proxies

Appointment of Proxy

Revocation of Proxy

Notice to Beneficial Holders of Common Shares

Voting

Interest of Certain Persons in Matters to be Acted Upon

Voting Shares and Principal Holders Thereof

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of Financial Statements

Appointment of Auditors

Election of Directors

Approval of Option Plan and Unallocated Entitlements

Other Matters

Jamie C. Sokalsky

David Palmer

Jamie Horvat

Age: 44

Residence:

Director Since:

Principal Occupation

Other Public Directorships

Aleksandra Bukacheva

SECURITIES HELD

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

Renaud Adams

Dennis Peterson

SECURITIES HELD

2024 ANNUAL GENERAL MEETING ELECTION VOTING RESULTS

Shannon McCrae

Residence:

Director Since: March 28, 2024

Principal Occupation

Other Public Directorships

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

REPORT ON CORPORATE GOVERNANCE PRACTICES

Corporate governance highlights

The Board of Directors

Board Skills Matrix

Board of Directors: Skills and Experience Matrix

Directorships

Attendance

Orientation and Continuing Education

Ethical Business Conduct

Board Committees

Nominating and Corporate Governance Committee

Compensation Committee

Compensation

Audit Committee

Technical, Safety and ESG Committee

Assessments

COMPENSATION DISCUSSION AND ANALYSIS

Statement of executive compensation

Named Executive Officers

Executive and Employee Compensation Objectives and Philosophy

Compensation Governance

2024 Amendments to Compensation Structure

Compensation Consultant

Executive Compensation Consulting-Related Fees

Compensation Risk Considerations

Base Salary

Compensation Consultant

Annual Short-Term Incentive Payments

Philosophy

Determination of Incentive Payments

Evaluation of Incentive Payments

Evaluation of Incentive Payments – Corporation Performance

Evaluation of Incentive Payments – Personal Performance

Probe Gold Inc. Proxy Solicitation & Information Statement 2025