Q-Gold Resources Ltd. — Proxy Solicitation & Information Statement 2025

Oct 29, 2025

ROUTE1 INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders of common shares (the “Common Shares”) of Route1 Inc. (the “Corporation”) will be held at 10:00 a.m. (Eastern Standard Time) on December 4, 2025 at the offices of Fasken Martineau DuMoulin LLP, Suite 2400, 333 Bay Street, Toronto, Ontario, Canada, M5H 2T6 for the following purposes:

1. to receive the Corporation’s audited financial statements for the year ended December 31, 2024, together with the auditor’s report thereon;
2. to fix the number of directors of the Corporation for the ensuing year at four (4);
3. to elect directors of the Corporation for the ensuing year;
4. to re-appoint MNP LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
5. to re-approve the long-term incentive plan of the Corporation;
6. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution authorizing a change of name of the Corporation to a name determined by the board of directors, subject to all required regulatory approval; and
7. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is October 22, 2025 (the “Record Date”). Shareholders of the Corporation whose names have been entered in the register of shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a shareholder transfers the ownership of any of their shares after such date and the transferee of those shares establishes that he owns the shares and requests, not later than ten days before the Meeting, to be included in the list of shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those shares at the Meeting.

The specific details of the matters to be put before the Meeting as identified above are set forth in a management information circular of the Corporation (the “Circular”) under the heading “Particulars of Matters to be Acted Upon”.

The Corporation has elected to use the notice-and-access rules (“Notice and Access”) under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations for distribution of the Circular, this Notice of Meeting, the form of proxy and the voting instruction form (collectively, the “Meeting Materials”) to holders of Common Shares. Notice and Access is a set of rules that allows issuers to post electronic versions of its proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies to shareholders.

The Corporation acknowledges the current delays and suspension of postal services in Canada as a result of labour action by the Canadian Union of Postal Workers that commenced on September 25, 2025 (the “Postal Suspension”). Due to the ongoing Postal Suspension, shareholders are encouraged to vote online or by telephone as soon as possible. Electronic copies of this Notice of Meeting, Circular, form of proxy and all other proxy-related materials (“Meeting Materials”) are available at www.envisionreports.com/PSEQ2025 and under the Corporation’s profile on SEDAR+ at www.sedarplus.com. Shareholders may also contact the Corporation’s transfer agent, Computershare Investor Services Inc. (“Computershare”), toll free at 1-866-962-0498 and (514) 982-8716 from outside of North America to request electronic or paper copies of the Meeting Materials, or their control number.

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The Corporation will mail the Meeting Materials in the ordinary course, but due to the Postal Suspension, there can be no assurance that the Meeting Materials will be received by shareholders prior to the Meeting. Voting online or by telephone is considered the most reliable method to ensure votes are counted. Shareholders are reminded to review the Meeting Materials before voting. A request for paper copies should be received by Computershare by November 24, 2025 in order to allow sufficient time for the shareholder to receive the paper copy and return the proxy by its due date but delivery may still be affected by postal delays.

A registered shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, execute and return the accompanying form of proxy for use at the Meeting or any adjournment thereof in accordance with the instructions set forth in the form of proxy. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with Computershare, located at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment thereof.

The persons named in the enclosed form of proxy are each a director and/or officer of the Corporation. Each shareholder has the right to appoint a proxyholder other than such persons, who need not be a shareholder, to attend and to act for them and on their behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or their attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

DATED at the City of Toronto, in the Province of Ontario, this 24th day of October, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael D. Harris"

Michael D. Harris

Chairman