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Red Pine Exploration Inc. Proxy Solicitation & Information Statement 2026

Apr 17, 2026

43359_rns_2026-04-17_c37b44bc-25aa-4aae-9512-0828e8838cab.pdf

Proxy Solicitation & Information Statement

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P2 GOLD

P2 GOLD INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting of shareholders (the "Meeting") of P2 Gold Inc. (the "Company") will be held at Suite 1290 - 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2 on May 27, 2026, at 10:00 a.m. PT for the following purposes:

  1. to receive and consider the audited financial statements of the Company for the year ended December 31, 2025 and the report of the auditors thereon;
  2. to set the number of directors at six;
  3. to elect the directors for the ensuing year;
  4. to appoint PricewaterhouseCoopers LLP, as auditor of the Company for the ensuing year and to authorize the directors to fix its remuneration;
  5. to ratify and approve the 10% rolling stock option plan of the Company, as more particularly described in the accompanying management information circular of the Company dated April 9, 2026; and
  6. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The Company strongly recommends that Shareholders vote by Proxy or voting instruction form ("VIF") in advance to ease the voting tabulation at the Meeting by Endeavor Trust Corporation ("Endeavor Trust").

The record date for notice and for voting at the Meeting is April 9, 2026. Only registered shareholders at the close of business on April 9, 2026 will be entitled to vote at the Meeting.

The Company has adopted the notice and access model ("Notice and Access") for the delivery of the Notice of Meeting, Information Circular, financial statements and management's discussion and analysis for the year ended December 31, 2025 (collectively, the "Meeting Materials") to Shareholders for the Meeting. Under Notice and Access, instead of receiving printed copies of the Meeting Materials, Shareholders receive a Notice and Access notification containing the Meeting date, location and purpose, as well as information on how they can access the Meeting Materials electronically.

Shareholders will also receive a form of Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders), allowing each shareholder to submit their vote by proxy at the


Meeting. Electronic delivery reduces paper consumption, which is consistent with the Company's environmental commitments, and also reduces the Company's printing and mailing costs.

The Meeting Materials are available on the Company's website at www.p2gold.com/investors/agm-materials and under the Company's profile on the System for Electronic Data Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.

Shareholders with questions about the Notice and Access system, or who would like to request printed copies of the Meeting Materials, should contact the Company's Corporate Secretary by telephone at 778-731-1062 or email at [email protected]. A request for printed copies which are required in advance of the Meeting should be made no later than May 18, 2026 in order to allow sufficient time for mailing.

There are several convenient ways to vote your shares: 1) Online: Go to www.eproxy.ca and follow the instructions; 2) By email to [email protected]; 3) By fax to 604-559-8908; and 4) By mail or hand to: Endeavor Trust Corporation, Suite 702 -777 Hornby Street, Vancouver, BC V6Z 1S4.

To be voted, proxies must be received by Endeavor Trust at any time prior to 10:00 a.m. PT on May 25, 2026 or 48 hours prior to the time of any adjournments of the Meeting (excluding Saturdays, Sundays and holidays).

DATED at Vancouver this 9th day of April 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Joseph Ovsenek"
President, Chief Executive Officer, Chairman and Director