Thunder Gold Corp. — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

THUNDER GOLD CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 13, 2024

TAKE NOTICE THAT an annual meeting (the “Meeting”) of the shareholders of Thunder Gold Corp. (“Thunder Gold” or the “Corporation”) will be held on Friday, December 13, 2024 at 10:00 a.m. (Toronto time) at the offices of Wildeboer Dellelce LLP, Wildeboer Dellelce Place, Suite 800, 365 Bay Street, Toronto, Ontario, M5H 2V1 and broadcast via videoconference (listen only) at (647) 558-0588 (Canada) or (929) 205-6099 (US) (conference room number 820 7769 9345), or at such other time or place to which the Meeting may be postponed or adjourned for the following purposes:

1. to receive the consolidated financial statements of Thunder Gold for the year ended April 30, 2024, together with the report of the auditors thereon;
2. to set the number of directors of Thunder Gold for the ensuing year at five (5);
3. to elect directors of Thunder Gold to hold office until the close of business of the next annual meeting of Thunder Gold’s shareholders;
4. to appoint Kreston GTA LLP as auditors of Thunder Gold to hold office until the close of business of the next annual meeting of Thunder Gold’s shareholders and to authorize the directors of Thunder Gold to fix the auditors’ remuneration;
5. to consider and, if thought appropriate, pass, with or without variation, a resolution approving an amendment to the Corporation’s stock option plan; and
6. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Information relating to the items described above is set forth in the accompanying Management Information Circular of Thunder Gold.

Only shareholders of record as of October 15, 2023, the record date, are entitled to receive notice of and to vote at the Meeting. Only shareholders whose names have been entered in the registers of shareholders on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Circular.

If you are a non-registered shareholder (being shareholders who hold their shares through a securities dealer or broker, bank, trust company or trustee, custodian, nominee or other intermediary) and a non-objecting beneficial owner, and receive a voting instruction form, please complete and return the voting instruction form provided to you in accordance with the instructions provided with the voting instruction form and in the Management Information Circular. If you are a beneficial shareholder and an objecting beneficial owner and have received these materials through your broker or through another intermediary, please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

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The Corporation is offering an option for shareholders to listen to the Meeting by videoconference (listen only) at (647) 558-0588 (Canada) or (929) 205-6099 (US) (conference room number 820 7769 9345). Via videoconference, guests will be able to listen to the Meeting but will not be able to vote or ask questions. If you intend to listen to the Meeting via videoconference, you must vote on the matters prior to the Meeting by proxy, appointing the person designated in the proxy form or voting instruction form. You will find important information and detailed instructions about how to participate in the Meeting in the Management Information Circular.

It is desirable that as many shares as possible be represented at the Meeting. You are encouraged to complete the enclosed form of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all forms of proxy must be delivered to the Proxy Department of Computershare Investor Services Inc., 100 University, Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (facsimile (866) 249-7775) no later than 10:00 a.m. (Toronto time) on December 11, 2024 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. Late forms of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late forms of proxy. As an alternative to completing and submitting an Instrument of Proxy, you may vote electronically on the internet at www.investorvote.com. Shareholders who wish to vote using the internet should follow the instructions in the enclosed form of proxy or voting information form.

DATED at Toronto, Ontario this 13th day of November, 2024.

By Order of the Board of Directors

(signed) “Wesley Hanson”

Wesley Hanson

President, Chief Executive Officer and Director