Taurus Gold — Proxy Solicitation & Information Statement 2025

Mar 4, 2025

TAURUS GOLD CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 31, 2025

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Taurus Gold Corp. ("Taurus" or the "Corporation") will be held at 1108 West 8th Avenue, Vancouver, BC, at 10:30 am (Vancouver time) on March 31, 2025, for the following purposes:

1. to receive and consider the financial statements of the Corporation for the year ended July 31, 2024;
2. to fix the number of directors to be elected at the Meeting at three (3);
3. to elect the directors of the Corporation to serve until the next annual meeting of Shareholders or until their successors are elected or appointed;
4. to appoint Charlton & Company, Chartered Professional Accountants, as independent auditors of the Corporation for the ensuing year, at a remuneration to be fixed by the board of directors;
5. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the "Continuance Resolution"), the full text of which is set forth in the accompanying management information circular dated February 19, 2025 (the "Information Circular"), approving the continuance of the Corporation (the "Continuance") from the Business Corporations Act (Alberta) to the Business Corporations Act (British Columbia), subject to the provisions of the Business Corporations Act (British Columbia) (the "BCBCA"), as more particularly described in the Information Circular; and
6. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular accompanying this Notice of Annual General and Special Meeting.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is February 13, 2025 (the "Record Date").

Shareholders of the Corporation may attend the Meeting in person or may be represented by a proxyholder. Shareholders are asked to date, sign and return the accompanying form of proxy and to mail it to or deposit it C/O: Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, BC, V6Z 1S4, or fax to (604) 559-8908, or email to proxy@endeavortrust.com or online at www.eproxy.ca not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment of the Meeting. If you vote by FAX or EMAIL, please DO NOT mail back the form of proxy.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

Dissent Rights

Registered Shareholders have the right to dissent with respect to the Continuance Resolution and, if the Continuance becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of Section 191 of the Business Corporations Act (Alberta) (the "ABCA"). A Shareholder's right to dissent in respect to the Continuance Resolution is more particularly described in the Information Circular under the heading "Matters to be Considered at the Meeting - The Continuance - Right to Dissent to the Continuance Resolution" and the text of Section 191 of the ABCA is set forth in Schedule "C" of the Information Circular.

Failure to strictly comply with the requirements set forth in Section 191 of the ABCA with respect to the Continuance Resolution may result in the loss of any right to dissent. Persons who are beneficial owners of Common Shares

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registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered Shareholders are entitled to dissent. Accordingly, a beneficial Shareholder wishing to exercise the right to dissent in respect of the Continuance Resolution must make arrangements for the registered Shareholder to dissent on behalf of the beneficial Shareholder or, alternatively, such beneficial Shareholder may make arrangements for its Common Shares to be registered in such beneficial Shareholder's name prior to the time the written objection to the Continuance Resolution is required to be received by the Corporation.

DATED as of the 19th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF TAURUS GOLD CORP.

Per: (signed) "Frank Lagiglia"
Frank Lagiglia
Chief Executive Officer and Director

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