Thesis Gold Inc. — Proxy Solicitation & Information Statement 2024

Dec 3, 2024

SUPERNOVA METALS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the holders of common shares of Supernova Metals Corp. (the “Company”) will be held on Friday, December 27, 2024 at 11:30 am PT for the following purposes:

1. To receive the audited financial statements of the Company for the financial years ended December 31, 2023 and 2022, the auditor’s reports thereon and the management’s discussion and analyses for the financial years ended December 31, 2022 and 2023;
2. To fix the number of directors for the ensuing year at five (5);
3. To elect directors of the Company for the ensuing year;
4. To re-appoint Saturna Group, Chartered Professional Accountants LLP, as auditors of the Company for the ensuing year and to authorize the board of directors to fix the auditor’s remuneration;
5. To re-approve the omnibus incentive plan of the Company, as more particularly described in the Information Circular (the “Circular”);
6. To consider and, if thought fit, pass an ordinary resolution of disinterested shareholders ratifying the creation of a new control person of the Company, as more particularly set out in the Circular; and
7. To transact such other business as may properly come before the Meeting or at any adjournment thereof.

Accompanying this notice is the Circular. The Circular contains details of matters to be considered at the Meeting.

The Meeting will be held in virtual only format, which will be conducted virtually via Microsoft Teams. The Company is offering shareholders to listen and participate (but not vote) at the Meeting in real time. Registered shareholders and validly appointed proxyholders may attend the Meeting at:

Meeting Link: https://www.microsoft.com/en-ca/microsoft-teams/join-a-meeting
Meeting ID: 266 751 086 855
Passcode: PSKvz7

Shareholders who wish to ensure that their common shares will be voted at the Meeting, must complete, date and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it by hand, by mail or by fax in accordance with the instructions set out in the form of proxy and in the Circular accompanying this Notice of Meeting.

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of Proxy, please contact Endeavor Trust Corporation at 604-559-8880.

DATED at Vancouver, British Columbia, this 22nd day of November, 2024.

SUPERNOVA METALS CORP.

“Sean McGrath”

Sean McGrath
CEO