Trifecta Gold Ltd. — AGM Information 2023

Oct 27, 2023

HIGHVISTA GOLD INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of the shareholders (the " Shareholders ") of Highvista Gold Inc . (the " Corporation ") will be held at the offices of Irwin Lowy, LLP, 217 Queen Street West, Suite 401, Toronto, Ontario, Canada on November 15, 2023 at 10:00 a.m. (Toronto time), for the following purposes:

1. to table the audited consolidated financial statements of the Corporation for the years ended March 31, 2023, March 31, 2022, March 31, 2021, March 31, 2020, March 31, 2019, March 31, 2018, March 31, 2017, March 31, 2016 and March 31, 2015, together with the auditors’ report thereon;

2. to elect the directors for the Corporation for the ensuing year;

3. to appoint McGovern Hurley LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;

4. to consider and, if thought appropriate, pass an ordinary resolution substantially in the form set out in the accompanying management information circular to approve the Corporation’s 10% rolling stock option plan;

5. to consider and, if deemed advisable, to pass, with or without variation, a special resolution to amend the articles of incorporation of the Corporation to change the name of the Corporation to such name as the directors of the Corporation, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario), as more fully described in the accompanying management information circular;

6. to consider and, if deemed advisable, pass, with or without variation, a special resolution to amend the articles of incorporation of the Corporation to permit a consolidation of each of the issued and outstanding common shares of the Corporation by changing up to ten (10) pre-consolidation common shares of the Corporation into one (1) post-consolidation common share of the Corporation, as more fully described in the accompanying management information circular;

7. to consider and, if thought advisable, approve with or without variation, an ordinary resolution of the majority of the minority Shareholders, to authorize and approve the delisting of the issued and outstanding common shares of the Corporation from the NEX board of the TSX Venture Exchange; and

8. to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation’s transfer agent and registrar, Computershare Investor Services Inc., at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not later than 10:00 a.m. (Eastern time) on Monday, November 13, 2023 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Corporation has by resolution fixed the close of business on Wednesday, October 11, 2023 as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual general and special meeting. Additional information about the Corporation and its consolidated financial statements are also available on the Corporation’s profile at www.sedarplus.ca.

DATED at Toronto, Ontario this 11[th] day of October, 2023.

BY ORDER OF THE BOARD

Paul Manias Director

• 2 -