SonicStrategy Inc. — Regulatory Filings 2024

Apr 26, 2024

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MANDALAY RESOURCES CORPORATION

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Mandalay Resources Corporation (“ Mandalay ” or the “ Company ”) will be held in a virtual-only format, which will be conducted via live audio webcast available online using https://meetnow.global/MZMXV4F on Tuesday, May 28, 2024, at 9:00 a.m. (Toronto time), for the following purposes:

• to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023, together with the report of the auditor thereon;

• to fix the board of directors of the Company at seven members and to elect directors of the Company for the ensuing year;

• to appoint an auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration; and

• to transact such other business as may properly come before the Meeting.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying Management Information Circular. The Management Information Circular is deemed to form part of this notice of meeting. Please read the Management Information Circular carefully before you vote on the matters being transacted at the Meeting.

Mandalay’s board of directors has set April 18, 2024 as the record date (the “ Record Date ”) for determining Shareholders entitled to receive notice of and to vote at the Meeting and at any postponement or adjournment thereof. Only holders of Common Shares as at the close of the business on the Record Date will be entitled to have their votes counted at the Meeting.

The Company is using “notice and access” delivery to furnish proxy materials to Shareholder via the Internet. Management of the Company believes that this delivery process will expedite Shareholders’ receipt of proxy materials and lower the costs and reduce the environmental impact of the Meeting. On or before April 26, 2024, the Company will send to Shareholders of record as of the Record Date a notice and access notification (the “ N&A Notice ”) containing instructions on how to access the Company’s proxy materials for the fiscal year ended December 31, 2023. The N&A Notice will also provide instructions on how to vote and how to receive a paper copy of the proxy materials by mail.

Shareholders may attend the Meeting online. At the virtual meeting, registered shareholders and duly appointed proxyholders will have an opportunity to participate, to ask questions, and to vote, all in real time, at the Meeting through an online portal. Non-registered shareholders must carefully follow the procedures set out in the Management Information Circular in order to vote virtually and ask questions through the live audiocast. Guests, including non-registered Shareholders who have not been duly appointed as proxyholders, can log into the virtual Meeting as a guest. Guests may listen to the Meeting but will not be entitled to vote or ask questions during the Meeting.

The vast majority of our shareholders vote by proxy in advance of the meeting and we encourage shareholders to continue to vote in this manner using one of the methods described in the Management Information Circular. To

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be effective, the enclosed proxy must be received by the Company’s transfer agent, Computershare Investor Services Inc. (according to the Instructions on the Form of Proxy), not later than 9:00 a.m. (Toronto time) on May 24, 2024, or forty-eight (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.

DATED at Toronto, Ontario, this 18[th] day of April 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Frazer Bourchier”

Frazer Bourchier President, Chief Executive Officer and Director

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