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Snowline Gold Corp. Proxy Solicitation & Information Statement 2025

Jun 28, 2025

47704_rns_2025-06-27_ea92dc3c-1749-4892-8470-353590e4adbc.pdf

Proxy Solicitation & Information Statement

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SNOWLINE COLD CORP

SNOWLINE GOLD CORP.

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, AUGUST 12, 2025

You are receiving this notification because Snowline Gold Corp. (the "Company") has opted to use the "notice and access" model for the delivery of its management information circular (the "Information Circular") to the holders (the "Shareholders") of common shares in the capital of the Company in respect of its annual general and special meeting of Shareholders to be held on Tuesday, August 12, 2025 (the "Meeting").

Under "notice and access" instead of receiving paper copies of the Information Circular, Shareholders are receiving this notice with information on how to access the Information Circular electronically. Shareholders will also be receiving a proxy or voting instruction form, as applicable, together with this notification to use to vote at the Meeting.

The use of this alternative means of delivery is more environmentally friendly and more economical. It reduces the Company's paper use and it also reduces the Company's printing and mailing costs.

MEETING DATE AND LOCATION

WHEN: Tuesday, August 12, 2025
1:00 P.M Vancouver Time

WHERE: 300-900 W Hastings Street, Vancouver, BC V6C 1E5

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS AT THE MEETING:

  • FINANCIAL STATEMENTS: to receive and consider the consolidated audited financial statements of the Company for the year ended December 31, 2024, together with the auditor's report thereon. See the section entitled "Particulars of Matters to be Acted Upon – Receipt of Financial Statements" in the Information Circular.
  • APPOINTMENT AND REMUNERATION OF AUDITORS: to appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled "Particulars of Matters to be Acted Upon – Appointment of Auditor" in the Information Circular.
  • FIX THE NUMBER OF DIRECTORS: to set the number of directors of the Company at six (6). See the section entitled "Particulars of Matters to be Acted Upon – Setting the Number of Directors" in the Information Circular.
  • ELECTION OF DIRECTORS: to elect six (6) directors of the Company for the ensuing year. See the section entitled "Particulars of Matters to be Acted Upon - Election of Directors" in the Information Circular.
  • RE-APPROVAL OF OMNIBUS INCENTIVE PLAN: to pass an ordinary resolution providing the required annual re-approval of the Company's 2023 Omnibus Incentive Plan. See the section entitled "Particulars of Matters to be Acted Upon – Re-Approval of Omnibus Incentive Plan" in the Information Circular.
  • ADOPTION OF NEW ARTICLES: to pass an ordinary resolution providing approval of replacing the Company's current articles and adopting new articles. See the section entitled "Particulars of Matters to be Acted Upon – Adoption of New Articles" in the Information Circular.
  • OTHER BUSINESS: to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

SNOWLINE COLD CORP

SNOWLINE GOLD CORP.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED:

The Information Circular can be viewed online under the Company's profile at www.sedarplus.ca or on the Company's website at www.snowlinegold.com or on the transfer agents website www.eproxy.ca/SnowlineGold/2025AGSM.

The Financial Statement Request Card will be mailed to Shareholders together with the proxy or voting instruction form, as applicable, and this notification to use to vote at the Meeting.

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request paper copies of the Information Circular and other meeting materials, including the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the report of the auditors thereon and related Management's Discussion and Analysis, by first class mail, courier or the equivalent at no cost to the shareholder. Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.

For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received no later than July 31, 2025. The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such Shareholders within ten days of their request.

Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888.

VOTING

YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities, you must vote using the method set out in the enclosed voting instruction form or proxy.

Registered Holders are asked to return their proxies using the following methods by the proxy deposit date noted on the proxy, which is by 1:00 P.M. Vancouver Time on Friday, August 8, 2025:

ONLINE: Go to www.eproxy.ca and follow the instructions.
EMAIL: Send to [email protected]
FACSIMILE: Fax to Endeavor Trust Company. at 604-559-8908.
MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to:
Endeavor Trust Company
Suite 702, 777 Hornby Street,
Vancouver, BC V6Z 1S4

Beneficial Holders are asked to return their voting instructions using the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:

INTERNET: Go to proxyvote.com and follow the instructions.
MAIL: Complete the voting instruction form, sign it and mail it in the envelope provided.

Shareholders with questions about notice and access can call toll free at 1-888-787-0888.