Tsodilo Resources Limited — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

TSODILO RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

To Be Held On
Friday, May 30, 2025

IMPORTANT NOTICE FOR SHAREHOLDERS REGARDING THE PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
FRIDAY, May 30, 2025

The Notice of Meeting, Proxy Statement and Annual Report are available at
http://www.tsodiloresources.com/i/pdf/2024AR.pdf and
http://www.tsodiloresources.com/i/pdf/2024NM_PV.pdf

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TSODILO RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “Meeting”) of the shareholders of Tsodilo Resources Limited (the “Company”) will be held at the McLean Community Center, McLean Room, 1234 Ingleside Avenue, McLean, Virginia 22101 on Friday, the 30th day of May, 2025 at 9:00 a.m. (EDT), for the following purposes:

(a) To receive and consider the consolidated financial statements of the Company for the period ended December 31, 2024 and the report of the auditors thereon;
(b) To elect directors of the Company for the ensuing year;
(c) To appoint Jones & O'Connell LLP, Chartered Accountants, St. Catharines, Canada, as auditors of the Company for the current year and to authorize the directors to fix their remuneration;
(d) To transact such other business as may properly come before the Meeting or any adjournment thereof.

This notice is accompanied by a form of proxy and a management information circular of the Company.

References in this Notice and in the accompanying Circular to the “Company” or “Tsodilo” shall include, where the context requires, Tsodilo Resources Limited together with its subsidiaries.

Shareholders are entitled to vote at the Meeting or any adjournment thereof either in person or by proxy. Those who are unable to attend the Meeting or any adjournment thereof in person are requested to complete, sign and return the enclosed form of proxy to the Company’s transfer agent at the address indicated on the enclosed envelope. To be valid, proxies must be deposited with the Company’s transfer agent not later than the close of business two business days (May 28, 2025) preceding the day of the Meeting or any adjournment thereof. A completed form of proxy may also be deposited with the Chairman of the Meeting immediately prior to the commencement of the Meeting or any adjournment thereof.

Dated this 28th day of April, 2025.

By Order of the Board of Directors

“James M. Bruchs”

James M. Bruchs
Chairman and Chief Executive Officer