TooGood Gold Corp. — Proxy Solicitation & Information Statement 2025

Apr 4, 2025

SMITHE RESOURCES CORP.
Suite 1012 - 1030 West Georgia Street
Vancouver B.C. V6E 2Y3
Telephone: (604) 722-9633

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders (the “Meeting”) of Smithe Resources Corp. (the “Company”) will be held at Suite 1012-1030 West Georgia Street, Vancouver, BC V6E 2Y3, on Thursday, May 1, 2025 at 10:00 A.M. (Pacific Time) for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the financial year ended April 30, 2024, together with the auditor’s report thereon (the “Annual Financial Statements”), and the related management discussion and analysis (the “MD&A”).
2. To elect directors of the Company to serve for the ensuing year or until their successors are duly elected or appointed.
3. To appoint Crowe MacKay LLP, as the auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration.
4. To consider and, if deemed advisable, to (i) pass, with or without variation, an ordinary resolution to approve the continuation of the Company’s stock option plan; and (ii), pass an ordinary resolution approving the adoption of the Company’s omnibus incentive plan to be effective following the completion of the proposed transaction between the Company and TGC Gold Corp. (the “Proposed Transaction”).
5. To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or at any adjournment thereof.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The Annual Financial Statements and MD&A will be made available at the Meeting and are available on SEDAR+ at www.sedarplus.ca.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of Proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

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DATED at Vancouver, British Columbia this 1st day of April, 2025

By Order of the Board of Directors of Smithe Resources Corp.

“Andrew Lau”

Andrew Lau
Chief Executive Officer