Waraba Gold Limited — AGM Information 2024

Jan 25, 2024

HAMPTON FINANCIAL CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual meeting (the “ Meeting ”) of the shareholders of Hampton Financial Corporation (the “ Corporation ”) will be held in person at the offices of Torkin Manes LLP, Suite 1500, 151 Yonge Street, Toronto, Ontario, Canada M5C 2W7 on Wednesday, February 21, 2024 at 10:00 a.m., Eastern Time. The Meeting will be held for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended August 31, 2023 and the accompanying report of the auditors thereon;

2. to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration, as more fully described in the management information circular dated January 22, 2024 (the “ Management Information Circular ”), accompanying this notice of Meeting;

3. to elect directors of the Corporation;

4. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying and reapproving the second amended and restated stock option plan of the Corporation (attached as Schedule “B” to the Management Information Circular), as more fully described in the Management Information Circular; and

5. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

A copy of the Management Information Circular and form of proxy accompany this notice of Meeting.

Only holders of multiple voting shares or subordinate voting shares in the capital of the Corporation of record as of January 17, 2024 are entitled to notice of the Meeting and to vote at the Meeting or at any adjournment or postponement thereof.

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your shares represented, please 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 deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, by 10:00 a.m., Eastern Time, on February 16, 2024. Late forms of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late forms of proxy.

DATED at Toronto, Ontario, the 22[nd] day of January, 2024.

By Order of the Board of Directors of Hampton Financial Corporation

(signed) Peter M. Deeb

Peter M. Deeb Executive Chairman and Chief Executive Officer