Q-Gold Resources Ltd. — AGM Information 2021

Aug 12, 2021

Q-GOLD RESOURCES LTD. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

You are invited to the 2021 annual general and special meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of Q-Gold Resources Ltd. (the “ Corporation ”).

When: September 8, 2021 at 11:00 a.m. (EST) Where: 198 Davenport Road, Toronto, Ontario M5R 1J2

The purpose of the Meeting is as follows:

1. Financial Statements. Receive and consider the audited consolidated financial statements as at and for the fiscal year ended December 31, 2020, together with the report of the auditor thereon, and the unaudited interim financial statements as at and for the three-month period ended March 31, 2021;

2. Auditor Appointment. Appoint McGovern Hurley LLP as auditor of the Corporation;

3. Elect Directors. Consider and elect the directors for the ensuing year;

4. Stock Option Plan . Consider and approve the Corporation’s rolling stock option plan (the “ Stock Option Plan ”); and

5. Other Business. Consider other business as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the management information circular (the “ Circular ”) accompanying this Notice of Meeting. At the Meeting, Shareholders will be asked to approve each of the foregoing items.

AS A RESULT OF THE GOVERNMENTAL PROHIBITION AGAINST GROUP GATHERINGS AND TO HELP REDUCE THE SPEAD OF COVID-19, ONLY REGISTERED SHAREHOLDERS AND/OR THEIR APPOINTEES MAY ATTEND THE MEETING IN PERSON. IN ADDITION, WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO NOT ATTEND THE MEETING IN PERSON AND TO VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY, AS DESCRIBED BELOW.

Shareholders and/or their appointees may participate in the Meeting by way of conference call however votes cannot be cast on the conference call. Please register at https://us02web.zoom.us/meeting/register/tZYocu2qqzkiGt2BIoJXeFfaU_XF0AUqPmsS to receive conference call details. Electronic copies of the Meeting materials may be obtained under the Company’s profile at www.SEDAR.com.

The board of directors of the Corporation unanimously recommends that the Shareholders vote FOR each of the appointment of McGovern Hurley LLP as auditor of the Corporation, the election of the directors of the Corporation for the ensuing year, and the approval of the Stock Option Plan.

Each Common Share will entitle the holder thereof to one (1) vote at the Meeting.

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The directors of the Corporation have fixed the close of business on July 22, 2021 as the record date, being the date for the determination of the registered Shareholders entitled to notice and to vote at the Meeting and any adjournments(s) or postponement(s) thereof.

Proxies are being solicited by management of the Corporation. A form of proxy for the Meeting accompanies this notice (the “ Proxy ”). Shareholders who are entitled to vote at the Meeting may vote either in person or by Proxy. Shareholders who are unable to be present in person at the Meeting are requested to complete, execute and deliver the enclosed Proxy to the Corporation’s registrar and transfer agent, TSX Trust Company at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 by no later than 11:00 a.m. (EST) on September 3, 2021, or if the Meeting is adjourned or postponed, by no later than 48 hours prior to the time of such reconvened meeting (excluding Saturdays, Sundays and holidays). The Chairman of the Meeting may waive or extend the time limit for the deposit of Proxies. Beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary should follow the instructions provided by their broker, custodian, nominee or other intermediary in order to vote their Common Shares.

DATED at Toronto, Ontario as of the 10[th] day of August, 2021

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Evan Veryard” Chief Executive Officer

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