Thesis Gold Inc. — Proxy Solicitation & Information Statement 2025

Oct 29, 2025

THESIS GOLD INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS OF THESIS GOLD INC.

TO THE SHAREHOLDERS:

Notice is hereby given that an annual general and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Thesis Gold Inc. ("Thesis" or the "Company") will be held in a virtual-only format on Tuesday, December 2, 2025 at 9:00 a.m. (Pacific time) via Microsoft Teams at:

Meeting Link:	https://teams.microsoft.com/meet/2550767806715?p=aot0OoE6qaS05PVhBW
Meeting ID:	255 076 780 671 5
Passcode:	Q2XK9Fu3
Dial-In:	+1 437-703-4595,,607773277#

The Meeting will be held for the following purposes:

1. to receive and consider the audited consolidated financial statements of Thesis for the financial years ended February 28, 2025 and February 29, 2024, together with the auditor's report thereon;
2. to fix the number of directors of the Company to be elected at the Meeting at six (6) and to elect the directors to hold office until the next annual general meeting, as more particularly described in the accompanying management information circular dated October 22, 2025 (the "Circular");
3. to re-appoint Manning Elliott LLP, Chartered Professional Accountants, as auditors for Thesis for the ensuing financial year and to authorize the directors of the Company to fix their remuneration and terms of their engagement;
4. to consider and, if thought advisable, to pass an ordinary resolution ratifying and approving the renewal of the Company's Omnibus Long-Term Incentive Plan, the full text of which is set out in Schedule "A" of the accompanying Circular; and
5. to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The Circular, a financial statement request form and a form of proxy accompany this Notice of Meeting (collectively, the "Meeting Materials"). The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Meeting. The record date for the determination of those Shareholders entitled to receive this Notice of Meeting is the close of business, being 5:00 p.m. (Pacific time), on October 17, 2025 (the "Record Date").

Instructions for Attending the Meeting

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy holder to attend and vote in his or her place. If you are unable to attend the Meeting virtually and wish to be represented by proxy at the Meeting or any adjournment thereof, you must deposit a duly executed proxy with the Company's transfer agent and registrar, Odyssey Trust Company, 1100

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• 67 Yonge Street, Toronto, ON, M5E 1J8, or complete the form of proxy by such other method as is identified, and pursuant to any instructions contained, in the form of proxy, on or before 9:00 a.m. (Pacific time) on November 28, 2025 or forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or any adjournments(s) or postponement(s) thereof. Shareholders who are unable to be present virtually at the Meeting are urged to complete, sign, and date the enclosed form of proxy and return it in the envelope provided for that purpose. If you plan to be present personally at the Meeting, you are requested to bring the enclosed the form of proxy for identification. Thesis's management is soliciting the enclosed form of proxy but, as set out in the notes, you may amend the proxy if you wish by striking out the names listed and inserting in the space provided the name of the person you want to represent you at the Meeting.

If you are a non-registered Shareholder and have received these materials from your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you provided to you by your broker or other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

Notice-and-Access

The Company has elected to use the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") and National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") for distribution of the Circular and other materials to the Shareholders. Notice-and-access is a set of rules that allows issuers to post electronic versions of Meeting Materials online via SEDAR+ and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Circular may be found on SEDAR+ at www.sedarplus.ca and also at https://thesisgold.com/investors/.

You will receive a package in the mail which will include a form of proxy or voting instruction form ("VIF"), with instructions on how to vote your common shares and access the Meeting Materials electronically.

For more information regarding Notice-and-Access or to request a paper copy of the Meeting Materials at no cost to you, you may contact the Company's transfer agent, Odyssey Trust Company, by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America) or by email at shareholders@odysseytrust.com. Requests for paper copies must be received by November 19, 2025 in order to allow sufficient time for Shareholders to receive the paper copy and return their proxy or VIF in advance of the proxy deadline. Requests may be made for up to one year from the date the Meeting Materials were filed on SEDAR+.

Shareholders are reminded to review the Circular before voting.

DATED at Vancouver, British Columbia, this 22nd day of October, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Ewan Webster" (signed)

Ewan Webster

Chief Executive Officer, President & Director