St. Augustine Gold and Copper Limited — Proxy Solicitation & Information Statement 2025

Aug 7, 2025

NOTICE OF MEETING

Notice is hereby given that a special meeting (the “Meeting”) of the holders (“Shareholders”) of Common shares (“Common Shares”) of St. Augustine Gold and Copper Limited (the “Corporation”) will be held via Zoom meeting platform on Friday, September 12, 2025 at 10:00 a.m. (Manila time) and any adjournment(s) or postponement(s) thereof for the following purposes:

1. to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution ratifying and confirming the Corporation’s amended stock option plan, as described in the accompanying management information circular (the “Information Circular”);
2. to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution of disinterested Shareholders ratifying and confirming the issuance of 16,500,000 units to Nicolaos Paraskevas, an insider of the Corporation, as described in the Information Circular; and
3. to transact such further and other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Additional information concerning the matters proposed to be put before the Meeting is set forth in the Information Circular, which accompanies and forms part of this Notice of Meeting. A form of proxy (“Instrument of Proxy”) or voting instruction form (“VIF”) is also enclosed.

Registered Shareholders

registered Shareholder (or a proxyholder duly appointed thereby) (a “Registered Shareholder”) may attend the Meeting in person or may be represented at the Meeting by a proxyholder. Registered Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed Instrument of Proxy and mail or deposit it with Computershare Trust Company of Canada (“Computershare”), our registrar and transfer agent. To be valid, the Instrument of Proxy must be dated, completed, signed and deposited with Computershare by: (i) mail to 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department; (ii) phone at 1-866-732-8683 (Toll-Free Canada & U.S.) or 1-312-588-4290 (Toll-Free International), entering the 15-digit control number found on your Instrument of Proxy; or (iii) online at www.investorvote.com, entering the 15-digit control number found on your Instrument of Proxy, or as otherwise indicated in the instructions contained in the Instrument of Proxy. In order to be valid and acted upon at the Meeting, Instruments of Proxy must be received not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the time set for the holding of the Meeting or any adjournment thereof. Registered Shareholders are cautioned that using mail to transmit Instruments of Proxy is at their own risk.

Non-Registered Shareholders

Shareholders may also beneficially own Common Shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary rather than their own name (“Beneficial Shareholders”). Without specific instructions, intermediaries are prohibited from voting Common Shares for their clients. For Beneficial Shareholders, it is vital to return the VIF provided to such Beneficial Shareholder according to the instructions, sufficiently in advance of the deadline specified by the broker, intermediary or its agent, to ensure that they are able to provide voting instructions on such Beneficial Shareholder’s behalf.

Record Date

The board of directors of the Corporation (the “Board”) has fixed the record date for the Meeting at the close of business on August 1, 2025 (the “Record Date”). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those Common Shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record

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Date, unless any such Shareholder transfers Common Shares after the Record Date and the transferee of those Common Shares, having produced properly endorsed certificates evidencing such Common Shares or having otherwise established that he or she owns such Common Shares, demands, not later than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Notice and Access

The Corporation has elected to deliver the Information Circular and other related materials of the Meeting (together, the “Meeting Materials”) using the Notice-and-Access provisions outlined in Section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations for delivery to Registered Shareholders, and Section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for delivery to Beneficial Shareholders (together, the “Notice-and-Access Provisions”).

The Notice-and-Access Provisions allow the Corporation to deliver Meeting Materials to Shareholders by posting them on SEDAR+ and one non-SEDAR+ website rather than by printing and mailing the documents. The Corporation adopted this alternative means of delivery to reduce the cost and environmental impact of producing and distributing paper copies of documents in very large quantities while providing Shareholders with faster access to information about the Corporation.

Pursuant to the Notice-and-Access Provisions, the Corporation will send a notice to all Shareholders confirming internet availability, indicating that the Meeting Materials have been posted on SEDAR+ and the Corporation’s website, together with an Instrument of Proxy or VIF and explaining how a Shareholder can access the Meeting Materials or obtain paper copies thereof. We remind you to access and review the Meeting Materials before voting.

> Shareholders can access the Meeting Materials online at www.sagcmining.com or under the Corporation’s SEDAR+ profile at www.sedarplus.ca.

For participation and convenience, the Meeting will be held in a virtual-only format using the Zoom meeting platform, allowing Shareholders to listen, ask questions and vote all in real-time. The Board and management believe that enabling Shareholders to participate virtually through the Zoom meeting platform will facilitate greater Shareholder attendance and participation. To attend the Meeting, please refer to the instructions attached to the Information Circular as Schedule “B”.

DATED this 1st day of August, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Manuel Paolo A. Villar”

Manuel Paolo A. Villar
President & Chief Executive Officer

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