WESDOME

Notice of

2025 Annual

General Meeting

of Shareholders

To be held on

May 27, 2025

Management Information

Circular

Dated April 16, 2025

Your Participation as a Shareholder

is Important to Us.

Please take a moment to read this document and vote.

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the shareholders of Wesdome Gold Mines Ltd. (the "Company") will be held at the date, time and location noted below:

When	Where
Tuesday, May 27, 2025
10:00 a.m. Eastern Time	Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, ON M5L 1B9
	Or attend virtually by live webcast
https://meetnow.global/MR77JXW

At the meeting you will be asked to:

Receive the audited consolidated financial statements of the Company for the year ended December 31, 2024, together with the auditor's report thereon;
Elect the directors of the Company for the ensuing year;
Appoint Ernst & Young LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix its remuneration;
Consider, and if deemed advisable, pass an advisory resolution, the full text of which is set out in the accompanying Information Circular and Form of Proxy of the Company dated April 16, 2025 confirming acceptance of the approach to executive compensation disclosed in the Information Circular; and
Consider other business as may properly come before the Meeting.

Particulars of the matters referred to above are set forth in the accompanying Information Circular. Holders of common shares of the Company on April 14, 2025, the record date (the "Record Date"), are eligible to vote on the matters presented to shareholders. Shareholders are requested to read the notes included in the Form of Proxy enclosed and to complete, date, sign and mail the enclosed Form of Proxy or voting instruction form or follow other voting procedures as set out in the Form of Proxy and Information Circular.

By Order of the Board of Directors,

"Robert Kallio"

Robert Kallio
Vice President, General Counsel and Corporate Secretary

April 16, 2025

2 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

3 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Notice of Annual General Meeting of Shareholders ... 2

A Letter from the Chair ... 5

General Information Respecting the Meeting ... 6
Notice-and-Access ... 6
Electronic Delivery ... 6
Solicitation of Proxies ... 6
Appointment, Revocation and Deposit of Proxies ... 7
Voting by Proxyholder ... 7
Virtual Meeting ... 8

Attending and Participating at the Virtual Meeting ... 8

Voting at the Virtual Meeting ... 9

Appointment of Proxies for the Purpose of Attending and Participating at the Virtual Meeting ... 9
Interest of Certain Persons in Matters to be Acted Upon ... 10
Record Date, Voting Securities and Principal Holders ... 10
Advance Notice Requirements ... 10

Business of the Meeting ... 10
Presentation of Financial Statements ... 10
Appointment of Auditor ... 10
Election of Directors ... 11
Say on Pay Advisory Resolution ... 21
Other Business ... 22

Report on Corporate Governance Practices ... 22
Governance Overview ... 22
Governance Highlights ... 22
The Board of Directors ... 23
Independence of Directors ... 25
Director Interlocks and Familial Relationships ... 25
Board Chair ... 25
Position Descriptions ... 25
Board Committee Composition ... 25
Board Committees ... 26
Nomination of Directors ... 29
Board Skills Matrix ... 29
Director Candidate "Evergreen" List ... 29
Diversity ... 30
Board Refreshment and Director Tenure ... 30
Board Evaluation and Director Assessments ... 31
Director Orientation Program ... 31
Director Continuing Education ... 31

4 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Ethical Business Conduct ... 32
Equity Ownership Policy ... 33
Compensation Recoupment ("Claw Back") Policy ... 34
Related-Party Transactions ... 34
IT Security Risk Management ... 34
Responsible Mining ... 35

Compensation Discussion and Analysis ... 35
Named Executive Officers ... 35
Objectives of Executive Compensation ... 35
Elements of Executive Compensation ... 36
2024 Target Compensation Mix ... 38
Compensation Governance ... 38
Executive Compensation Philosophy ... 40
2024 Compensation Decisions ... 42
2024 Corporate Scorecard ... 43
Summary Compensation Table ... 43
Director Compensation Philosophy ... 53
Equity Ownership Policy ... 53
Compensation of Directors ... 53
Incentive Plan Awards – Value Vested or Earned During the Year ... 55
Legacy Equity Compensation Plans ... 55
Current Equity Compensation Plan ... 55

Securities Authorized for Issuance Under Equity Compensation Plans ... 58
Burn Rate ... 58
Dilution ... 59

Indebtedness of Directors and Executive Officers ... 59
Interest of Management and Insiders in Material Transactions ... 59
Additional Information ... 60
Schedule A - Mandate of the Board of Directors ... 61
Schedule B – Audit Committee Charter ... 66
Schedule C – Change of Auditor Reporting Package ... 73

A Letter from the Chair

Dear Fellow Shareholders,

On behalf of the board of directors of Wesdome Gold Mines Ltd. ("Wesdome" or the "Company"), I would like to invite you to our 2025 Annual General Meeting of Shareholders, (the "Meeting"), which will take place on Tuesday, May 27, 2025 at 10:00 a.m. (Eastern time). To maximize shareholder engagement, this year's Meeting will take place both virtually and in person at the offices of Stikeman Elliott, 199 Bay Street, Suite 5300, Commerce Court West, Toronto, ON M5L 1B9. A recording of the Meeting will be made available on the Company's website for those unable to join us.

At this year's Meeting, we will be voting on several key items, including the election of directors for the upcoming year and the appointment of our external auditors. Your participation in these decisions is important. We encourage all shareholders to review the management information circular for more details on the matters to be voted on and to exercise your shareholder rights either by attending and voting at the Meeting, online, or by completing and returning your form of proxy or voting instruction form in advance of the Meeting. Details on how to attend the Meeting are also included in the accompanying materials.

This management information circular provides essential details regarding the upcoming Meeting, voting procedures, the nominated directors, our governance practices, and how we compensate our executives and directors, among other key topics. It also outlines the role and responsibilities of the Board of Directors. Additionally, during the Meeting, we will share highlights of our strong 2024 financial, operating and safety performance and discuss our plans for the future. Your involvement in the Company's affairs is important to us. We encourage you to cast your vote, whether online during the Meeting, by submitting your proxy form, or through telephone or online voting prior to the Meeting.

I would like to express my continued gratitude for your support and trust in Wesdome. Our achievements are driven by our commitment to drive value for our communities and our shareholders. We look forward to seeing you at the Meeting.

Sincerely,

"Bill Washington"

Bill Washington

Interim Chair of Wesdome Gold Mines Ltd.

5 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Wesdome Gold Mines Ltd.

Management Information Circular

As at April 16, 2025 and in Canadian dollars except where indicated.

This management information circular (“Circular”) is furnished in connection with the solicitation of proxies by management of Wesdome Gold Mines Ltd. (“Wesdome” or the “Company”) for use at the annual general meeting of shareholders (the “Meeting”) to be held on Tuesday, May 27, 2025 at 10:00 a.m. (Eastern Time) and any adjournment or postponement thereof at the time and place and for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders (the “Notice”).

General Information Respecting the Meeting

Notice-and-Access

In lieu of mailing this Notice and Circular and the Company’s audited consolidated financial statements for the year ended December 31, 2024 (the “Financial Statements”) and related management discussion and analysis (“MD&A”) to holders of common shares of the Company (“Common Shares”), the Company is using notice-and-access to provide access to an electronic copy of these documents to registered and beneficial holders of the Company’s Common Shares (“Shareholders”) by posting them on the Company’s website at www.wesdome.com and on the System for Electronic Document Analysis and Retrieval at www.sedarplus.ca (“SEDAR+”).

Although this Circular, the Financial Statements and the MD&A will be posted electronically on-line as noted above, Shareholders will receive paper copies of a “notice package” via prepaid mail containing the Notice with information prescribed by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51-102 – Continuous Disclosure Obligations, a form of proxy (“Proxy”) or voting instruction form (“VIF”), and supplemental mail list return card for Shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s interim financial statements for the 2024 fiscal year. Shareholders who have previously provided standing instructions will receive a paper copy of these documents.

Shareholders with questions about notice-and-access can call the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”) toll-free at 1.866.962.0498. Shareholders may also obtain paper copies of this Circular, the Financial Statements, and the MD&A free of charge by contacting Computershare at the same toll-free number or upon request to the Vice President, General Counsel and Corporate Secretary of the Company. A request for paper copies which are required in advance of the Meeting should be sent so that they are received by Computershare or the Company, as applicable, by Monday, May 19, 2025 in order to allow sufficient time for Shareholders to receive their paper copies and to return a) their Proxy to Computershare or the Company, or b) their VIF to their intermediaries by its due date.

Electronic Delivery

Beneficial Shareholders are asked to consider signing up for electronic delivery (“E-delivery”) of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy, go to www.proxyvote.com and sign in with your control number, vote for the resolutions at the meeting and following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your Meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.

Solicitation of Proxies

The solicitation of proxies will primarily be made by sending proxy materials to Shareholders by mail, and, in relation to the delivery of this Circular, by posting it on the Company’s website and on SEDAR+ pursuant to the notice-and-access provisions described above. Kingsdale Advisors has been retained by the Company to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of Wesdome. Kingsdale Advisors will receive a fixed fee, plus disbursements, a telephone call fee from the Company for its solicitation services, and fees for any strategic communications. The solicitation of proxies may be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Company or by the Company’s transfer agent and registrar, Computershare. The Company may retain other persons or

6 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

companies to solicit proxies on behalf of management, in which event customary fees for such services will be paid. All costs of solicitation will be borne by the Company.

Shareholders may contact Kingsdale Advisors, Wesdome's strategic advisor by telephone at 1-877-659-1824 (toll-free in North America) or 1-437-561-5013 (text and call enabled outside North America), or by email at [email protected].

Appointment, Revocation and Deposit of Proxies

The persons named in the accompanying Proxy are directors or officers of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to designate or appoint a person or company (who need not be a Shareholder) to attend and act for and on your behalf at the Meeting other than the persons designated in the Proxy. Such right may be exercised by striking out the names of the two persons designated in the instrument of proxy and by inserting in the blank space provided for that purpose the name of the desired person or company or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy with the registrar and transfer agent of the Company, Computershare, c/o Proxy Dept., at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, at any time prior to 10:00 a.m. on Friday, May 23, 2025.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares shall be voted accordingly.

Where no choice is specified, the Proxy will confer discretionary authority and will be voted for each of the matters identified in the Notice and described in this Circular. The Proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. As of the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice.

Registered Shareholders

Every registered holder of Common Shares ("Registered Shareholder") at the close of business on April 14, 2025 is entitled to receive notice of, and to vote their shares at, the Meeting. Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their Common Shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed Proxy to Computershare, c/o Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Canada. In order to be valid and acted upon at the Meeting, a Proxy must be received at the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment(s) or postponement(s) thereof. Further instructions with respect to voting by proxy are provided in the Proxy and below. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Beneficial Shareholders

Shareholders may beneficially own shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Beneficial Shareholders"). Such Common Shares will more likely be registered under the names of intermediaries. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders or as set out in the following disclosure. Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of Company Shareholders. Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Beneficial Shareholder, it is vital that the VIF provided to you by Computershare, your broker, intermediary or its agent is returned according to the instructions provided in or with such form, sufficiently in advance of the deadline specified, to ensure that they are able to provide voting instructions on your behalf.

Every intermediary has its own mailing procedures and provides its own return instructions to clients. The Company is relying on the provisions of NI 54-101 that permit it to deliver proxy-related materials directly to its Beneficial Shareholders. As a result, Beneficial Shareholders can expect to receive a VIF from their broker. Voting can be completed by filling out and signing the VIF and returning it to their broker by telephone, by the Internet or by mail, in each case as set out in the instructions provided on the VIF. Computershare will tabulate the results of the VIFs received from the Beneficial Shareholders and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive. These securityholder materials are being sent to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent

7 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

these materials directly to you, your name and address, and information about your holdings of securities were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (a) delivering these materials to you, and (b) carrying out your voting instructions. Please return your VIF as specified in the request for voting instructions sent to you.

Non-registered shareholders who do not object to their name being made known to the Company may be contacted by our proxy solicitors to assist in conveniently voting their Common Shares directly by telephone. The Company may also utilize the Broadridge QuickVote service to assist such shareholders with voting their Common Shares.

Revocation of Proxies

Shareholders have the power to revoke Proxies previously given by them. Revocation of proxies for Registered Shareholders can be effected by an instrument in writing (which includes a Proxy bearing a later date) signed by a Shareholder or the Shareholder's attorney duly authorized in writing (in the case of a corporation, such investment must be executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation) which is either delivered to Computershare, c/o Proxy Dept., at 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1, Canada any time up to and including the close of business on the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or deposited with the Chair of the Meeting prior to the hour of commencement on the day of the Meeting, or in any other manner permitted by law.

A Beneficial Shareholder who has submitted a Proxy may revoke it by contacting the intermediary through which the Beneficial Shareholder's Common Shares are held and following the instructions of the intermediary respecting the revocation of proxies.

Virtual Meeting

The Meeting will be hosted online by way of live webcast at https://meetnow.global/MR77JXW. Shareholders can vote or submit questions during the Meeting. In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invite Code. If attending online:

Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking "Shareholder" and entering a Control Number and Invite Code before the start of the meeting. The 15-digit control number is located on the form of proxy or in the email notification you received.
Duly appointed proxyholders – Computershare will provide the proxyholder with an Invite Code after the voting deadline has passed.
Beneficial Shareholders - Voting at the meeting will only be available for Registered Shareholders and duly appointed proxyholders. Beneficial Shareholders who have not appointed themselves may attend the Meeting by clicking "I am a guest" and completing the online form.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/wesdome by May 23, 2025 at 10:00 a.m. Eastern Time and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Attending and Participating at the Virtual Meeting

To maximize Shareholder engagement, the Meeting will be hosted both in person and online by way of a live webcast. A summary of the information Shareholders will need to attend the online Meeting is provided below.

8 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Registered Shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare as detailed above, will be able to vote and submit questions during the Meeting.

Beneficial Shareholders who have not appointed themselves to vote at the meeting may login as a guest by clicking on "I am a Guest" and complete the online form.

United States Beneficial Shareholders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare
100 University Avenue
8th Floor
Toronto, Ontario
M5J 2Y1
[email protected]

Requests for registration must be labeled as "Legal Proxy" and be received no later than April 29, 2025 at 10:00 a.m. (Eastern Time). You will receive a confirmation of your registration by email after we receive your registration materials.

If you are using a 15-digit control number to login to the online meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the meeting as a guest.

Voting at the Virtual Meeting

Registered Shareholders of Beneficial Shareholders who have appointed themselves or a third-party proxyholder to represent them at the meeting, will appear on a list of shareholders prepared by Computershare, the transfer agent and registrar for the meeting. To have their Common Shares voted at the meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/MR77JXW prior to the start of the meeting.

In order to vote, Beneficial Shareholders who appoint themselves as a proxyholder MUST register with Computershare at https://www.computershare.com/wesdome after submitting their voting instruction form in order to receive an Invite Code (please see the information under the headings "Appointment of Proxies for the Purpose of Attending and Participating at the Virtual Meeting" below for details).

Appointment of Proxies for the Purpose of Attending and Participating at the Virtual Meeting

Shareholders who wish to appoint a third-party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting.

To register a proxyholder, shareholders MUST visit https://www.computershare.com/wesdome by Friday, May 23, 2025 at 10:00 a.m. (Eastern Time) and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 10:00 a.m. (Eastern time) on Friday, May 23, 2025, or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. If a shareholder who has submitted a proxy attends the meeting via the webcast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Without an Invite Code, proxyholders will not be able to vote at the meeting.

9 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Interest of Certain Persons in Matters to be Acted Upon

None of the directors or executive officers of the Company, any person who has held such a position since the beginning of the Company's last completed financial year, any proposed nominee for election as a director of the Company nor any associate or affiliate of the foregoing persons, has any substantial or material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting (other than the election of directors).

Record Date, Voting Securities and Principal Holders

Record Date

The board of directors of the Company (the "Board" or "Board of Directors") has fixed April 14, 2025 as the record date (the "Record Date") for the purpose of determining Shareholders entitled to receive the Notice and vote at the Meeting. As at the Record Date, 150,234,061 fully paid and non-assessable Common Shares, each carrying one right to vote, were issued and outstanding.

Voting Securities

In accordance with the provisions of the Business Corporations Act (Ontario) (the "OBCA"), the Company will prepare a list of holders of Common Shares at the close of business on the Record Date. Holders of record at the close of business on the Record Date will be entitled to one vote for each Common Share held. Only those Shareholders as of the Record Date will be entitled to vote at the Meeting or any adjournment or postponement thereof. Each Shareholder named in the list will be entitled to vote at the Meeting the Common Shares shown opposite his or her name on the list except to the extent that the Shareholder has transferred any of his or her Common Shares after the Record Date and the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that the transferee owns such Common Shares and demands not later than 10 days before the Meeting that his or her name be included in the list before the Meeting, in which case the transferee is entitled to vote his or her shares at the Meeting or any adjournment or postponement thereof.

Principal Holders

To the knowledge of the directors and senior officers of the Company, as at the date of this Circular, no person, firm, or corporation beneficially owns, controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights of the Common Shares of the Company.

Advance Notice Requirements

The Company's By-Law No. 1, as amended, contains a requirement providing for advance notice of nominations of directors (the "Advance Notice Requirements") in certain circumstances where nominations for election to the Board are made by Shareholders. For an annual meeting of Shareholders, notice to the Company must be provided not less than 30 and not more than 65 days prior to the date of the annual meeting; save and except where the annual meeting is to be held on a date less than 40 days after the date on which the first public announcement of the date of such annual meeting was made, in which event notice may be given not later than the close of business on the 10th day following such public announcement. The Company's By-Law No. 1 is available on SEDAR+.

Business of the Meeting

Presentation of Financial Statements

The Company's Financial Statements and related MD&A are available on SEDAR+ as well as on the Company's website. The Financial Statements and the report of the auditor thereon will be placed before the Shareholders at the Meeting.

Appointment of Auditor

After completing a comprehensive auditor selection process, the Audit Committee determined to appoint Ernst & Young LLP as auditor of the Company for the remainder of the year ended December 31, 2025, with such appointment to take effect immediately after the Meeting. Doane Grant Thornton LLP (formally Grant Thornton LLP) has served Shareholders as the Company's auditor for more than 20 years. The decision to review the Company's engagement with Doane Grant Thornton LLP came after changes in their overall strategic direction. Subject to Shareholder approval, Ernst & Young LLP will assume auditor responsibilities in relation to the three and six month periods ended June 30,

10 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

2025 onward. On behalf of Shareholders, the Audit Committee thanks Doane Grant Thornton LLP for its years of dedicated service as the Company's external auditor.

The Company filed a change of auditor notice on April 16, 2025 in accordance with NI 51-102 in which it confirmed that (a) there were no reservations in the former auditor's reports in connection with audits of the consolidated financial statements for the two most recently completed fiscal years of the Company and that here have been no further audits of financial statements subsequent to the most recently completed fiscal year and preceding the date of expiry of former auditor's term of office; and (b) there had been no "reportable events" (as defined in NI 51-102). Doane Grant Thornton LLP and Ernst & Young LLP filed letters with the securities regulatory authorities of all of the provinces of Canada confirming their agreement with the information set out in the Company's change of auditor notice. A copy of the reporting package containing the notice and letters referred to above is attached as Schedule C to this Circular.

Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to appoint the firm of Ernst & Young LLP, Chartered Professional Accountants, of Toronto, Ontario to serve as auditor of the Company until the next annual meeting of Shareholders and to authorize the directors of the Company to fix the remuneration of the auditor, subject to approval by the Audit Committee.

The following table discloses the fees billed to the Company by its external auditor during the last two financial years:

Financial Year Ending	Audit Fees (1)	Audit Related Fees (2)	Tax Fees (3)	All Other Fees	Total
December 31, 2024	$299,079(4)	$235,105	-	-	$534,184
December 31, 2023	$294,250(5)	$251,847	-	-	$546,097

(1) Audit Fees represent the aggregate fees billed for professional services rendered by the auditors for the audit of the Company's annual financial statements.
(2) Fees for audit-related services including interim reviews, translation and services provided in connection with statutory and regulatory filings.
(3) Fees for business transactions and related services.
(4) Subsequent to the filing of the 2024 fiscal year end AIF, the Company was billed additional fees in relation to the December 31, 2024 year end. The figure above represents the total amount.
(5) Subsequent to the filing of the 2023 fiscal year end Management Information Circular, the Company was billed additional fees in relation to the December 31, 2023 year end. The figure above represents the total amount.

All fees for any services provided by Doane Grant Thornton LLP and Ernst & Young LLP are subject to pre-approval by the Audit Committee. For further information with respect to the auditor, please see the Company's Annual Information Form ("AIF") for the year ended December 31, 2024, available on SEDAR+ as well as on the Company's website.

The Board unanimously recommends that Shareholders vote FOR the appointment of Ernst & Young LLP as auditor of the Company to serve until the next annual meeting of the Shareholders and to authorize the directors to fix the auditor's remuneration.

The persons designated as proxyholders in the accompanying Proxy or VIF intend to vote the Common Shares represented by such Proxy or VIF FOR the appointment of Ernst & Young LLP unless you direct otherwise.

Election of Directors

11 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

The Company's executive management team ("Management") is supervised by the Board per the OBCA. The articles of amalgamation of the Company provide that there be a minimum of (3) and a maximum of ten (10) directors. Eight directors are proposed for nomination at the Meeting.

Information concerning the nominees proposed for election as directors of the Company is set out in the section titled "About the Directors" in this Circular. Information contained in this section includes the positions and offices which each individual presently holds, their respective principal occupations or employments, directorships with other reporting issuers, and the number of securities of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Circular. Also included are the committee memberships and attendance records during the year ended December 31, 2024. Information concerning the proposed nominees has been furnished by the respective nominees.

Effective governance relies on a dynamic and diverse Board of Directors. Regular refreshment of the Board ensures that it remains aligned with Wesdome's strategic goals and adapts to changing market conditions. In pursuit of upholding the highest standards of governance and enhancing our operational performance, the Company has been in the process of Board renewal. The Board is delighted to recommend Edward Dowling, who has agreed to join the Board at the Meeting. Following the Meeting, the Board anticipates appointing Mr. Dowling as Chair at the first meeting of the new Board of the Company.

Majority Voting Policy

As the Board has adopted a majority voting policy with respect to the election of directors, the process of voting will be on an individual basis. Shareholders can vote for or withhold from voting on the election of individual directors. See "Statement of Corporate Governance Practices" in this Circular for more information about the Company's majority voting policy. Each director elected will hold office until the next annual meeting of Shareholders or until the director's successor is duly elected or appointed, unless the director's office is earlier vacated in accordance with the Company's by-laws, or the director becomes disqualified to act as a director. Management does not contemplate that any of the nominees in this Circular will be unable to serve as a director.

12 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

13 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

About the Directors

Non-Independent Director (President & CEO, Wesdome)

Director since July 2023

Securities Held

17,450 Common Shares

176,564 Options

137,560 PSUs

68,780 RSUs

Other Public Directorships

Epiroc AB

2024 Voting Result: 97.86%

Anthea Bath

British Columbia, Canada

Age: 48

Ms. Bath is the current President and CEO of the Company. Prior to joining the Company, Ms. Bath was the Chief Operating Officer at Ero Copper where she was responsible for the company's four mines, which included underground and open pit operations and major shaft sinking and open pit development projects, all located in Brazil. Her efforts contributed to the impressive growth of Ero Copper, from a junior mining company to a $2 billion international mining company. Ms. Bath started her mining career with Anglo American Platinum as Head of Market Development and Intelligence where she initiated and launched a private equity fund the "PGM fund" for the development of new industry opportunities, globally. During this period, she developed multiple new product innovations from conception to commercialization and was awarded the Anglo American Applaud Award for Innovation. From 2012 – 2016 she held the position of Chief Executive Officer at Mitochondria Energy and Pentaquark Energy companies where she was responsible for the end-to-end management of the businesses. Ms. Bath is also a non-executive member of the Board of Epiroc AB, a global mining equipment company.

2024 Board and Committee Membership	Attendance
Board of Directors	12 of 12 (100%)
Ownership under the Guidelines(1)(3)
---	---
Ownership requirement	Total ownership value
3x Annual Base Salary	$2,889,129

Edward Dowling

Kansas City, USA

Age: 69

Mr. Dowling is an Alumni Fellow of Pennsylvania State University, having received a B.Sc. in Mining Engineering, an M.Sc. in Mineral Processing, and a Ph.D. in Mineral Processing. He has more than 30 years of experience in the mining industry and was previously President and Chief Executive Officer of Alacer Gold Corp. from 2008 to July 2012. He was previously the Chair of Copper Mountain Mining Corporation and PJSC Polyus. Mr. Dowling is currently President and Chief Executive Officer and a Director of Compass Minerals International, Inc.

Independent Director

Securities Held

N/A

Other Public Directorships

Compass Minerals International, Inc.

Tech Resources Limited(1)

2024 Voting Result: N/A

2024 Board and Committee Membership	Attendance
N/A	N/A
Ownership under the Guidelines(1)(2)
---	---
Ownership requirement	Total ownership value
4x Annual Retainer	N/A

(1) Retiring as a director in 2025.

14 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Independent Director

Director since February 2023

Securities Held

39,914 DSUs

Other Public Directorships

Champion Iron Mines

2024 Voting Result: 86.31%

Louise Grondin

Ontario, Canada

Age: 71

Ms. Grondin retired in January 2021 as Senior Vice President People and Culture at Agnico Eagle Mines Limited, after almost twenty years with the company. During her tenure she occupied various senior positions in environment, health and safety, community relations, communication and human resources. Prior to that, she spent eight years as Director HSE and Human Resources at the Selbaie Mine in Quebec (Billiton Canada). She started her career at Ontario Hydro in Toronto, where she spent twelve years in various engineering positions. Ms. Grondin holds a bachelor degree in Physics from the University of Ottawa, a Master degree in Sciences from McGill University and has completed her Mechanical Engineering curriculum at the University of Toronto. She is a member of the Ordre des Ingénieurs in Quebec, of the Professional Engineers of Ontario and is a fellow of the Canadian Academy of Engineering. She is also a member of the Champion Iron board of directors and sits on the Board of the Canadian Mining Hall of Fame.

2024 Board and Committee Membership	Attendance
Board of Directors	12 of 12 (100%)
Technical, Safety and Sustainability Committee	4 of 4 (100%)
Compensation and Human Resources Committee	5 of 5 (100%)
Ownership under the Guidelines(1)(2)
---	---
Ownership requirement	Total ownership value
4x Annual Retainer	$515,289

15 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Independent Director

Director since June 2024

Securities Held

20,266 DSUs

Other Public Directorships

Pine Cliff Energy Ltd.

Bonterra Energy Corp.

2024 Voting Result: 86.94%

Jacqueline Ricci

Ontario, Canada

Age: 60

Ms. Ricci began her investment career in 1987 at Mercantile and General Reinsurance Co. with responsibilities for equity research, trading and portfolio performance evaluation. She joined the Ontario Teachers' Pension Plan Board in 1993 as Senior Analyst for the active equity portfolio of $2 billion. In 1994, she joined Gluskin Sheff & Associates as Senior Investment Analyst and eventually as Co-Portfolio Manager of the $600 million Canadian equity portfolios. Ms. Ricci joined J Zechner Associates in 1997 where she is now Vice President and Partner and is responsible for stock selection and portfolio mix. She has sole responsibility for management of fully discretionary funds primarily from Canadian pension plans focused on growth in small cap equities including precious metals. Ms. Ricci sits on the boards of both Pine Cliff Energy Ltd. and Bonterra Energy Corp., serving as Chair of the Governance, Nominations and Compensation Committee of the former and Chair of the Governance and Nominations Committee of the latter. Ms. Ricci has been the recipient of multiple TopGun Investment Mind Awards.

Ms. Ricci graduated from the University of Western Ontario with an HBA and subsequently obtained her CFA designation.

2024 Board and Committee Membership	Attendance
Board of Directors	7 of 7 (100%)
Audit Committee	2 of 2 (100%)
Governance and Nominating Committee	4 of 4 (100%)
Compensation and Human Resources Committee	2 of 2 (100%)
Ownership under the Guidelines^{(1)(2)}
---	---
Ownership requirement	Total ownership value
4x Annual Retainer	$261,634

16 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Independent Director

Director since May 2019

Securities Held

4,500 Common Shares

92,350 DSUs

Other Public Directorships

GFG Resources Inc.

2024 Voting Result: $86.76\%$

Brian Skanderbeg

Saskatchewan, Canada

Age: 49

Mr. Skanderbeg has been the founding President and CEO of GFG Resources Inc. since July 2016. Previously, he was President and CEO of Claude Resources Inc. ("CRJ") which was acquired by SSRM Inc. for $337 million in June of 2016. He joined CRJ in March 2007 as Exploration Manager, before assuming the roles of Vice-President of Exploration and Chief Operating Officer. He also worked for Goldcorp Inc., Inco Ltd., and Helio Resources Corp., holding positions in both exploration and operations.

Mr. Skanderbeg holds a B.Sc. in Geology from the University of Manitoba and an M.Sc. in Exploration Geology from Rhodes University, South Africa. He brings extensive experience in the exploration and evaluation of gold systems, operational management, cost and asset optimization and strategic analysis. He has been a licensed professional geologist in the Province of Saskatchewan since 2007.

2024 Board and Committee Membership		Attendance
Board of Directors		12 of 12 (100%)
Audit Committee		4 of 4 (100%)
Technical, Safety and Sustainability Committee (Chair)		4 of 4 (100%)
Compensation and Human Resources Committee		5 of 5 (100%)
Ownership under the Guidelines(1)(2)
---	---	---
Ownership requirement	Total ownership value	Meets ownership requirement
4x Annual Retainer	$1,250,334	Yes

17 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Independent Director

Director since June 2020

Securities Held

4,100 Common Shares

60,686 DSUs

Other Public Directorships

N/A

2024 Voting Result: 81.92%

Edie Thome

Alberta, Canada

Age: 57

Ms. Thome was most recently the President & Chief Executive Officer of The Association for Mineral Exploration (AME) in Vancouver, B.C. Prior to that appointment, as the Director - Environment, Permitting and Compliance, Aboriginal Relations, and Public Affairs at BC Hydro, she was responsible for permitting and compliance, Aboriginal relations and government/public affairs for the Site C Clean Energy Project.

Ms. Thome is a senior leader in governance, environmental and social issues as well as environmental permitting and compliance with both strategic and on-the-ground experience working with stakeholders, First Nations and Indigenous groups, elected officials and landowners on projects and operations in the natural resource sector. Ms. Thome recently received her ICD.D from Rotmans Directors Education Program and holds an Architectural Technology diploma as well as a BFA from The University of Alberta.

2024 Board and Committee Membership	Attendance
Board of Directors	12 of 12 (100%)
Governance and Nominating Committee (Chair)	6 of 6 (100%)
Technical, Safety and Sustainability Committee	4 of 4 (100%)
Compensation and Human Resources Committee	5 of 5 (100%)
Ownership under the Guidelines(1)(2)
---	---
Ownership requirement	Total ownership value
4x Annual Retainer	$836,387

18 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Independent Director

Director since June 2016

Securities Held

205,714 Common Shares

105,066 DSUs

Other Public Directorships

Rupert Resources Ltd.

2024 Voting Result: 90.71%

Bill Washington

Ontario, Canada

Age: 61

Mr. Washington is currently a Partner at Hydra Capital Partners Inc. and was previously the Head of Global Mining & Metals at National Bank Financial Markets from July 2011 until his retirement from the firm at the end of 2015. He joined National Bank as part of the acquisition of Wellington West Capital Markets where he had served as the Head of Investment Banking since August 2004.

Prior to joining Wellington, and always focused exclusively on the mining sector, Mr. Washington worked as an investment banker at National Bank Financial/First Marathon, Gordon Capital and Lancaster Financial/TD Securities from 1994. Prior to entering investment banking, he worked as a civil engineer on major infrastructure projects in the U.K., Spain, and Hong Kong for six years. Mr. Washington holds a Bachelor of Applied Science (Civil Engineering) from the University of British Columbia, has an MBA from the University of Western Ontario (Ivey) and is a graduate of the ICD-Rotman Directors Education Program (ICD.D).

2024 Board and Committee Membership	Attendance
Board of Directors	12 of 12 (100%)
Compensation and Human Resources Committee	3 of 3 (100%)
Audit Committee	2 of 2 (100%)
Governance and Nominating Committee	2 of 2 (100%)
Ownership under the Guidelines^{(1)(2)}
---	---
Ownership requirement	Total ownership value
4x Annual Retainer	$4,012,170

19 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Independent Director

Director since October 2024

Securities Held

16,065 DSUs

Other Public Directorships

N/A

2024 Voting Result: N/A

Philip Yee

British Columbia, Canada

Age: 64

Mr. Yee is a Chartered Professional Accountant (CPA, CA) and previously served as Executive Vice President and Chief Financial Officer of Eldorado Gold Corporation, where he managed Eldorado's financial, investor relations, IT and risk strategy, short- and long-term planning and analysis, accounting and financial reporting, taxation and treasury functions. He was also responsible for leading transactions and financing initiatives. Prior to Eldorado, Mr. Yee held key roles at several major gold companies, including Executive Vice President and Chief Financial Officer at Kirkland Lake Gold Inc from 2016 to 2018 and Senior Vice President and Chief Financial Officer at Lake Shore Gold Corp from 2013 to 2016, during a period of rapid growth for both companies. Mr. Yee was also Chief Financial Officer at Patagonia Gold Plc and held several senior finance positions at Cameco Corporation and Centerra Gold Inc. He graduated from the University of Saskatchewan with a Bachelor of Commerce (Accounting and Finance) and obtained his ICD.D designation from the Rotman School of Business, University of Toronto.

Ownership under the Guidelines(1)(2)
Ownership requirement	Total ownership value
4x Annual Retainer	$207,399
Meets ownership requirement
N/A

Footnotes

(1) Market value is calculated using the closing price of Common Shares as at December 31, 2024, being $12.91.
(2) The board has established a policy requiring each independent director that has been on the board for three or more years to hold a minimum value of 4 times the cash component of the annual board membership retainer in Common Shares and/or DSUs. For more information, see "Equity Ownership Policy" in this Circular.
(3) Ms. Anthea Bath is the current President and CEO of the Company, and as such is subject to ownership requirements related thereto.

Director and Officer Common Share Ownership

As at the date of this Circular, the directors and officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, approximately 317,168 Common Shares or 0.21% of the outstanding Common Shares, calculated on a non-diluted basis.

Corporate Cease Trade Orders

To the knowledge of the Company, as furnished by the proposed directors, no proposed director is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a Director, Chief Executive Officer or Chief Financial Officer of any company (including the Company) that:

was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an "Order"), which Order was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

20 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company.

Bankruptcies, Penalties or Sanctions

The following information, not being within the knowledge of the Company, has been furnished by the respective directors.

To the knowledge of the Company, no proposed director is:

a) as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

b) has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets;

c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

d) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The Board unanimously recommends that Shareholders vote FOR the election of each of the director nominees listed in this Circular.

The persons designated as proxyholders in the accompanying Proxy or VIF intend to vote the Common Shares represented by such Proxy or VIF FOR the election of each of the director nominees unless you direct otherwise.

Say on Pay Advisory Resolution

Executive officers have important and long-term influence over the creation of value for the Company's Shareholders, and the Company operates in a competitive market for key executives. Accordingly, the compensation philosophy of the Company looks to create an alignment between the corporate strategy, executive performance and ultimately with the interests of Shareholders, while also attracting and retaining experienced and talented executives. Detailed disclosure of our executive compensation program is provided under "Statement of Executive Compensation" in this Circular.

Wesdome has implemented a non-binding advisory vote to provide shareholders with an opportunity to vote on the Company's approach to executive compensation. Following each annual shareholder meeting, all voting results, including the results of the "Say on Pay" vote, are publicly filed under the company's profile on the SEDAR+ website at www.sedarplus.ca. The "Say on Pay" voting results in 2024 are detailed below.

	Votes Cast for (#)	Votes Cast for (%)	Votes Cast Against (#)	Votes Cast Against (%)
2024 Advisory Vote on Executive Compensation	81,369,417	95.89%	3,489,139	4.11%

The following is the text of the advisory resolution to be considered by the Shareholders at the Meeting:

21 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Be it Resolved, as an Advisory Resolution That:

a) On an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the Company's shareholders accept the approach to executive compensation disclosed in the Company's management information circular dated April 16, 2025, delivered in advance of the annual general meeting of shareholders of the Corporation on May 27, 2025;

b) As this is an advisory vote, the Board of Directors will not be bound by the results of the vote. However, the Board of Directors and the Compensation and Human Resources Committee will take the results into account, together with feedback received from shareholders, when considering its approach to executive compensation in the future; and

c) Results of the vote will be disclosed in the report of voting results.

The Board unanimously recommends that Shareholders vote FOR the advisory resolution on the approach to executive compensation described in this Circular.

Other Business

Management of the Company does not intend to present any other business and is not aware of any amendments to the proposed business that have been presented for action by the Shareholders other than those mentioned herein or in the notice of meeting.

Report on Corporate Governance Practices

Governance Overview

The Board and Management consider good corporate governance to be central to the effective and efficient operation of the Company. The Board, through the Governance and Nominating Committee, continually reviews its practices and monitors regulatory developments in Canada and aims to achieve higher standards of corporate governance through the implementation of new practices and meaningful improvements to existing practices. Through the Company's growth, its governance practices and policies have continued to evolve.

Governance Highlights

The Board's governance structure has been developed around three fundamental principles of sound governance, being Independence, Accountability and Transparency.

22 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Independence

Independent directors on the Board possess independence of mind – they think, speak and act independently. Fostering a majority independent board and fully independent key committees leads to an ethical and balanced approach to decision making that is untainted by self-interest and gives equal concern to all stakeholders. Practices adopted by the Board in support of independence are noted below.

Accountability

Accountability is owed to all stakeholders. The Board of Wesdome has developed an effective accountability framework that ensures actions and decisions are subject to oversight and confirms that initiatives undertaken by management meet the stated objectives of the Company.

Transparency

Transparency is a necessary precondition for accountability. On the belief that transparency fosters trust and confidence, the Board of Wesdome is committed to sound reporting systems and robust disclosure.

Governance Practices

In support of the three fundamental principles, the Board has adopted the following policies and practices. Copies of the policies noted below are available on our website at www.wesdome.com.

Majority Independent Board and Fully Independent Key Committees	Director Skills Matrix	Annual and Individual Director Elections	In-Camera Sessions	100% Director Attendance at all Meetings in 2024
Annual Board and Director Assessments	Majority Voting Policy	Written Board Mandate	Written Board Committee Charters	Written Position Descriptions
---	---	---	---	---
Whistleblower Policy and Hotline	Insider Trading, Disclosure and Confidentiality Policy	Diversity Policy	Equity Ownership Policy	Compensation Recoupment (Clawback) Policy
---	---	---	---	---
No Director Interlocks or Familial Relationships	Director Orientation Program	Code of Conduct and Ethics	Director-Shareholder Engagement Program	Director Continuing Education Program
---	---	---	---	---

The Board of Directors

The fundamental responsibility of the Board is to provide stewardship and governance over the management of the Company. This is done in the context of the requirements under the Company's constating documents, applicable law and regulatory authorities' rules and regulations. It is also with acknowledgement of evolving market best practices, shareholder and stakeholder expectations.

Wesdome Gold Mines Ltd. 2025 Management Information Circular

The Board facilitates the exercise of independent supervision over the Company's Management by ensuring representation on the Board by directors who are independent of Management. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

If a matter for the Board's consideration involves a non-independent director, that director is required to recuse him or herself from the meeting for the consideration of such matter so that the directors who are not so involved can have an open and candid discussion and vote.

The Board supervises the conduct and affairs of the Company directly and through its committees. The Board holds regularly scheduled meetings, with additional meetings to consider issues held as necessary. In 2024, the Board held twelve (12) meetings.

In Camera Sessions

At the conclusion of all regularly scheduled meetings, the independent directors meet in the absence of Management in order to encourage and ensure that free and candid discussions can take place. In addition, the Board has established an Audit Committee, Compensation and Human Resources Committee, Governance and Nominating Committee, and Technical, Safety and Sustainability Committee, each of which is comprised solely of independent directors. In the event that the independent directors wish to convene a meeting amongst themselves, they may do so by making arrangements through the Company's Vice President, General Counsel and Corporate Secretary. In addition, all members of the Board regularly and independently confer amongst themselves and keep apprised of all operational and strategic aspects of the Company's business.

Board Mandate

The Board has adopted a formal written mandate, the full text of which is attached as Schedule A to this Circular and can also be found on the Company's website. Among other things, in order to ensure that the Board fulfills its role and is in a position to be held to account by the Company's Shareholders, the Board is responsible for:

Approval of strategic goals, performance objectives and operational policies based on the best interests of the Company;
Monitoring business performance;
Setting the tone for the integrity, ethics and corporate culture throughout the Company and ensuring that the appropriate structures and programs are in place to meet and maintain the highest rules of ethics, compliance and conduct;
Serving as an independent and objective party to monitor the integrity of the Company's financial reporting process and systems of internal controls regarding finance, accounting, legal compliance and disclosure controls and procedures;
Risk management (tolerance, identification and monitoring);
Ensuring that effective communication is in place between the Board and the Company's Shareholders and other stakeholders;
Approval of disclosure documents required to be approved by the Board under securities laws, regulations or the rules of any applicable stock exchange, including annual and quarterly financial reports, the management information circular, the annual information form and all material press releases;
Review and approval of all material transactions not in the ordinary course of business;
Receipt of any reports on any departures from the Code of Business Conduct and Ethics or other related information;
Retaining accounting, legal, consulting, or other expert advice from a source independent of management as it may from time to time deem necessary or advisable for its purposes;
To the extent feasible, satisfying itself as to the integrity of the CEO and other senior officers, and that the CEO and other senior officers create a culture of integrity throughout the organization;

24 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Providing oversight over compensation and human resources matters, including the development and monitoring of a succession planning process, including the selection, appointment, monitoring, evaluation and, if necessary, the replacement of the Chief Executive Officer and other executives, as well as the development and monitoring of a board succession program;
Monitoring the Company's performance with respect to sustainability matters including health, safety, environmental performance and protection, and social matters;
Establishes an appropriate system of corporate governance and corporate governance practices and principles, including practices to facilitate the Board's independence;
Review and approval of changes to corporate governance policies associated with ensuring an effective system of corporate governance;
Approving the necessary and desirable competencies of directors, including the development of a skills matrix identifying the key attributes of director nominees; and
Annually conducting an evaluation of the Board, Board Chair, Board committees, committee chairs and individual director performance.

Independence of Directors

Based upon the tests for independence, the Board considers that six of its seven directors have no material relationship with the Company and therefore a majority of the Board is independent. Anthea Bath is not independent by nature of her position as President and CEO.

Director Interlocks and Familial Relationships

None of the current or proposed directors currently sit together on other public company boards, and none of the directors or officers are connected to each other through familial relationships. Types of familial relationships considered include spouses, parents, children, step-parents, step-children, siblings, and in-laws.

Board Chair

In June 2024, Bill Washington was appointed as Interim Chair of the Board following the departure of the former Chair.

Position Descriptions

The Board has approved and adopted written position descriptions setting out the duties and responsibilities of the Board Chair, the Chairs of the Committees of the Board, and for individual directors. The Board has also approved and adopted a position description setting out the duties and responsibilities of the Company's Chief Executive Officer. Position descriptions are reviewed and re-approved annually by the Board.

Board Committee Composition

The Board has established four committees, being the Audit Committee, the Compensation and Human Resources Committee, the Governance and Nominating Committee and the Technical, Safety and Sustainability Committee. Each of the Board committees acts pursuant to formal written charters which are reviewed and re-approved annually. The full text of these documents can be found on the Company's website. The following table summarizes the current composition of the Board committees. All directors, with the exception of Ms. Bath, President and CEO and of the Company, are independent. Ms. Bath and Mr. Washington are not members of any Board committees but regularly attend committee meetings as invited guests.

	Audit	Compensation & Human Resources	Governance & Nominating	Technical, Safety & Sustainability
Louise Grondin		Chair		☑
Jacqueline Ricci(1)	☑	☑	☑
Brian Skanderbeg	☑		☑	Chair
Edie Thome		☑	Chair	☑

25 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

	Audit	Compensation & Human Resources	Governance & Nominating	Technical, Safety & Sustainability
Philip Yee(2)	Chair

(1) Ms. Ricci was appointed Interim Chair of the Audit Committee on August 14, 2024.
(2) Mr. Yee joined the Board on October 7, 2024, at which time he was appointed Chair of the Audit Committee.

Board Committees

2024 Audit Committee

Philip Yee (Chair)(1)
Jacqueline Ricci
Brian Skanderbeg

The Audit Committee consists of three (3) directors, each of whom is independent and financially literate as required by applicable securities legislation. Bill Washington left the Audit Committee during his tenure as Interim Chair. The Audit Committee acts pursuant to its charter, a copy of which is available on the Company's website and is attached as Schedule B to the Annual Information Form of the Company for the year ended December 31, 2024 and filed on SEDAR+. Between January 1, 2024 and December 31, 2024, the Audit Committee met four (4) times.

The Audit Committee has direct access to the external auditor and is responsible for evaluating the performance, confirming the independence, and for the nomination of the external auditor. The Audit Committee is also able to utilize its authority to conduct any investigation appropriate to fulfilling its responsibilities through direct access to the independent auditors as well as anyone in the organization.

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

Serving as an independent and objective party to monitor the integrity of the Company's financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance, cybersecurity, and disclosure controls and procedures;
Reviewing and recommending for approval by the Board, the quarterly and annual consolidated financial results of the Company, corresponding press releases, as well as all MD&A's and Annual Information Forms;
Making recommendations to the Board as needed regarding the Company's internal control and management information systems;
Providing oversight to the enterprise risk management system, including policies and practices that establish an appropriate framework for identifying and understanding significant and emerging risks, and for making risk management decisions, and ensuring the enterprise risk management system is designed, understood, implemented and updated by management. This includes both internal and external risks to which the Company is subject, including without limitation, risks associated with tax, insurance, accounting, cybersecurity, information services and systems, financial controls and management reporting;
Reviewing related-party transactions to ensure they reflect legal and regulatory requirements and reporting to the Board on all such transactions, if any;
Providing guidance and assistance to the Board on matters relating to business planning, investment and capital raising opportunities;
Encouraging continuous improvement of, and fostering adherence to, the Company's policies, procedures and practices at all levels;

26 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Overseeing a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding violations of the Code of Conduct or questionable accounting or auditing matters; and
Establishing and providing oversight to a procedure for the receipt, retention and treatment of complaints received by the Company including, but not limited to, accounting, internal accounting controls, or auditing matters.

(1) Mr. Yee is considered an Audit Financial Expert as he is a chartered accountant and is a former CFO of a public company.

2024 Compensation and Human Resources Committee

Louise Grondin (Chair)
Jacqueline Ricci
Edie Thome

The Compensation and Human Resources Committee consists of three (3) members, each of whom is considered to be an independent director. Bill Washington left the Compensation and Human Resources Committee during his tenure as Interim Chair. The Compensation and Human Resources Committee acts pursuant to its charter, a copy of which is available on the Company's website. The Charter is reviewed by the Compensation and Human Resources Committee and the Board on an annual basis, and amendments are made and approved as required. Between January 1, 2024 and December 31, 2024, the Compensation and Human Resources Committee met five (5) times.

The Compensation and Human Resources Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

Establishing the compensation philosophy for the Company as well as key compensation policies;
Supporting the performance evaluation of the CEO and providing recommendations to the Board with respect to the compensation of the CEO and other senior executives of the Company;
Creation and ongoing monitoring of succession plans for the CEO and senior leadership team;
Oversight over the Company's talent management and leadership development strategies including the policies and practices with respect to same; and
Ensuring an effective system for the identification, assessment and management of risks related to human resource and compensation issues.

2024 Governance and Nominating Committee

Edie Thome (Chair)
Jacqueline Ricci
Brian Skanderbeg

The Governance and Nominating Committee consists of three members, each of whom is considered to be independent. Bill Washington left the Governance and Nominating Committee during his tenure as Interim Chair. The Governance and Nominating Committee acts pursuant to its written charter, a copy of which is available on the

27 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Company's website. The Charter is reviewed by the Governance and Nominating Committee and the Board on an annual basis, and amendments are made and approved as required. Between January 1, 2024 and December 31, 2024, the Governance and Nominating Committee met six (6) times.

The Governance and Nominating Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

Developing corporate governance guidelines and principles for the Company and providing governance leadership to the Company;
Identifying suitable individuals for nomination as members of the Board;
Evaluating the structure and composition of Board committees and the Board itself; and
Evaluating the performance and effectiveness of the Board, the Board Committees and each individual director.

2024 Technical, Safety and Sustainability Committee

Brian Skanderbeg (Chair)
Louise Grondin
Edie Thome

The Technical, Safety and Sustainability Committee consists of three (3) members, each of whom are considered to be independent directors. The Technical, Safety and Sustainability Committee acts pursuant to its written charter, a copy of which is available on the Company's website. The Charter is reviewed by the Technical, Safety and Sustainability Committee and the Board on an annual basis, and amendments are made and approved as required. Between January 1, 2024 and December 31, 2024, the Technical, Safety and Sustainability Committee met four (4) times.

The purpose of the Technical, Safety and Sustainability Committee is to assist the Board in fulfilling its oversight responsibilities in relation to, among other things:

Developing, evaluating and assessing the Company's policies and its performance with respect to health, safety and environmental issues with a view to identifying areas of weakness and suggesting improvements where appropriate;
Technical matters relating to the Company's mining, exploration, metallurgical and project development activities;
The Company's procedures for the preparation and disclosure of resource and reserve information for the Company's properties; and
Policies and practices regarding health and safety, environmental issues, social responsibility and other sustainability matters, including staying apprised of climate change practices and environmental issues that may impact Wesdome and its operations.

28 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Nomination of Directors

The Governance and Nominating Committee of the Board, comprised entirely of independent directors, is responsible for identifying, interviewing and recommending eligible nominees for election as directors. Our directors are prominent business and community leaders who bring a wealth of experience to the Board, generate public confidence, know our business and are familiar with the markets in which we carry on business. The directors' backgrounds, skills and experience, taken as a whole, equip the Board to carry out its duties and supervise the Company's business and affairs. New appointees or nominees to the Board must possess proven expertise in areas of strategic interest to the Company.

Board Skills Matrix

The Governance and Nominating Committee maintains a skills matrix designed to assist the Board in evaluating the experience, expertise and competencies that each current director possesses, as well as the overall diversity of the Board. The skills matrix is reviewed by both the Governance and Nominating Committee and the Board annually.

While each individual director contributes to the overall depth and breadth of experience on the Board, the Governance and Nominating Committee has developed the skills matrix based on consultation and agreement on each director's primary strengths and key areas of expertise. The competencies and skills identified in the matrix are those considered necessary for the robust oversight of the Company giving consideration to the strategic objectives of the Company.

Wesdome Gold Mines Board of Directors: Skills, Experience and Expertise Matrix

Director	Finance				Industry Knowledge					General
	Financial Accounting	Risk Management	Capital Markets	Transactions (M&A)	Exploration & Geology	Mining Operations/Mine Engineering	Project Development	Health & Safety	Environment & Permitting	Sustainability & ESG	Governance, Legal & Regulatory	Compensation & Human Capital	Strategy Development & Implementation	Leadership	Public Relations & Marketing	Fluency in Emerging Technology
Anthea Bath	☑	☑		☑	☑	☑	☑	☑	☑	☑	☑	☑	☑	☑	☑	☑
Louise Grondin		☑				☑	☑	☑	☑	☑	☑	☑	☑	☑	☑
Jacqueline Ricci	☑	☑	☑	☑			☑				☑		☑	☑	☑
Brian Skanderbeg		☑	☑	☑	☑	☑		☑	☑			☑	☑	☑	☑	☑
Edie Thome		☑						☑	☑	☑	☑	☑	☑	☑
Bill Washington	☑	☑	☑	☑			☑				☑	☑	☑	☑	☑
Philip Yee	☑	☑	☑	☑		☑	☑				☑	☑	☑	☑	☑	☑

Director Candidate "Evergreen" List

Additionally, the Governance and Nominating Committee maintains an "evergreen" list of potential director candidates to assist in filling vacancies. In addition to possessing the characteristics and skills determined by the Governance and Nominating Committee to be lacking in the current Board composition, nominees must be able to devote the time and effort required to fulfil his or her duties as members of the Board.

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Diversity

Diversity refers to all the characteristics that make individuals different from each other, including but not limited to visible differences such as ethnicity, race, gender, age, and physical appearance, as well as religion, nationality, disability, sexual orientation, and education. The Board recognizes that its composition should include an appropriately diverse mix of backgrounds and lived experiences to ensure robust and effective oversight of the Company. The Governance and Nominating Committee is responsible for assessing the Company's progress against the Diversity Policy's objectives on an annual basis.

The Board has implemented a recruitment process to ensure that the slate of candidates being considered for the Board include candidates who are women and candidates from racialized groups. In the selection process for new directors, the Governance and Nominating Committee considers the overall diversity of the Board in conjunction with other considerations such as the candidate's general qualifications, skills, relevant experience, knowledge and independence, which the Board as a whole requires to be effective. The Board endeavours to select the most suitable individual having given equal consideration to all candidates. Board composition is regularly reviewed and the appropriateness assessed, particularly with respect to gender diversity and with respect to other underrepresented groups, including groups protected under the Human Rights Code, being Indigenous Peoples, persons with disabilities and members of visible minorities ("Underrepresented Group").

In support of its commitment to enhancing diversity, the Board has adopted a written diversity policy (the "Diversity Policy") which establishes a goal of having a minimum of 30% of the Board comprised of female directors. The Board commits to further fostering diversity to include all designated groups (women, persons with disabilities and members of racial and/or ethnic minorities, including indigenous people) and commits to having at least one racially or ethnically diverse director on the Board, at all times. Currently, the Board is comprised of seven (7) members, four (4) of whom are female representing 57% of the Board and one (1) of whom is considered an ethnic minority. On January 23, 2025, upon recommendation of the Governance and Nominating Committee, the Board endorsed Mr. Edward Dowling as an additional independent nominee to be considered for election to serve as a director. If all nominees are elected, the Board will be comprised of eight (8) members, seven (7) of whom are considered to be independent of the Company.

Diversity in Senior Management

In recruiting and promoting executive officers within the Company, the individual's experience, competence, qualifications and performance are primarily considered and, recognizing the benefits of diversity, seeks to increase the diversity of potential candidates considered for executive officer appointments through mentoring, continuing education and the Company's succession planning processes. In pursuit of its goal to foster gender diversity in senior management positions, the Board has established a goal of having 30% of the senior management team comprised of female executives. As of the date of this Circular, Wesdome has achieved this target with three (3) of ten (10) members of the senior management team being female. Additionally, one member of the senior management team has self-disclosed as being a member of an Underrepresented Group.

	Total Members	Male	Female	Member of Underrepresented Group
Board	7	3 (43%)	4 (57%)	1 (12.5%)
Senior Management	10	7 (70%)	3 (30%)	1 (10%)

Board Refreshment and Director Tenure

In determining whether to recommend a director for re-election, the Governance and Nominating Committee considers the director's participation in and contributions to the activities of the Board, the results of the annual director assessment, and past meeting attendance. While the Board recognizes that director refreshment and renewal create opportunities to bring diverse perspectives and new skill sets to the Board, and that the independence of long serving directors may diminish over time which can compromise an individual's ability to provide effective oversight, the Board also recognizes that directors who have served on the Board for an extended period of time can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company's history, policies, and objectives. For these reasons, the Board has determined that limits on director tenure, including a mandatory retirement age policy or term limit policy, are not appropriate at this time. In recent years, the Board has successfully managed to facilitate fulsome refreshment, and as of the date of this Circular, the average tenure of director nominees standing for re-election at the Meeting is 3.7 years.

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Board Evaluation and Director Assessments

The Governance and Nominating Committee is responsible for assessing, monitoring, and improving the performance of the Board, its committees and directors. Evaluations and assessments are a continuous process designed to evaluate performance against the formal mandates of the Board, committees of the Board, the Board Chair, the President and Chief Executive Officer and other criteria. A range of dimensions are considered, such as overall performance of the Board, Board and committee structure and composition, management development, strategic planning, risk management, operational performance, CEO performance evaluation, Board membership, director competencies, Board processes and director involvement.

The Governance and Nominating Committee engages the Board annually in a formal assessment procedure which includes the distribution of a questionnaire to each member of the Board to assess the overall performance of the Board. One-on-one meetings are also held between each Director and the Chair of the Board and the results of the assessment process are reviewed and discussed by the Board. In addition, each Board Committee conducts a self-evaluation using a questionnaire format, and a director peer performance review is conducted concurrently with an annual review of the Board Skills Matrix which involves each director assessing his or her peers against set criteria. Ratings are averaged and a score assigned.

Director Orientation Program

Components of the director orientation program include:

Receipt of detailed orientation materials describing the strategy and business of the Company, its corporate governance structure and related policies and information;
Detailed briefing sessions with Company Management on matters such as strategy, operations, risk, governance, financial, exploration, legal, business development, human resources and other matters; and
An extensive visit to the Eagle River Complex in Wawa, Ontario and/or the Kiena Complex in Val d'Or, Quebec, providing new directors with the opportunity to tour the mine site and meet with local management.

Director Continuing Education

The Board considers director orientation and continuing education to be a priority for all directors and strives to provide opportunities to learn, develop and network. The Governance and Nominating Committee is responsible for establishing the orientation and continuing education of directors.

Components of the Board's continuing education program include:

At least one Board site visit each year is made to one of the Company's project sites providing all directors with regular opportunities to tour the Company's operations and interact directly with local management;
External advisors attend Board meetings regularly to provide the Board with information and updates on a variety of topics including capital market conditions, gold price environment, corporate governance and current industry trends;
Regular updates on the Company's business and issues relevant to the Company are provided to directors by senior managers at both Board meetings and at meetings of the Board's committees;
Directors have unfettered access to the Company's management team;
The Company subsidizes courses, conferences and other industry events and seminars to support directors in their continuing education efforts; and
All Wesdome directors are provided with an annual membership to The Institute of Corporate Directors.

In 2024, the director continuing education program included a Board site visit to the Kiena Complex in Val d'Or, Quebec.

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Ethical Business Conduct

To ensure that directors exercise independent judgment when considering transactions and agreements in respect of which any director has an interest, the Board complies with the conflict of interest provisions of its governing corporate legislation and relevant securities legislation, regulatory instruments and stock exchange policies (which require that interested directors recuse themselves from the consideration of, and voting on, such matters). To further foster a governance culture within the Company, the Board has adopted and approved corporate policies as discussed below.

Code of Business Conduct and Ethics

The Board seeks to foster a culture of ethical conduct by striving to ensure the Company carries out its business in line with high business and ethical standards and applicable legal and financial requirements. In that regard, the Board has adopted a Code of Business Conduct and Ethics (the "Code") setting out the guidelines for the conduct expected from directors, officers, employees, consultants and contractors. Management reports to the Audit Committee on departures from the Code, if any. Annual training on the Code is provided to directors, officers, employees and contractors to ensure an understanding of the requirements of the Code and the Company's other governance policies. The Code was recently amended to reflect Wesdome's commitment to preventing child labour and forced labour, as such terms are defined in the newly enacted Fighting Against Forced Labour and Child Labour in Supply Chains Act.

A copy of the Code can be found on the Company's website, or a hard copy can be obtained by contacting the Corporate Secretary of the Company. See "Additional Information" in this Circular.

Supplier Code of Conduct

The Company is committed to responsible supply chain management. Its Supplier Code of Conduct was developed to communicate the standards and expectations it requires from all of its suppliers and to ensure that the Company reviews and enforces those standards and expectations. The Company's Supplier Code of Conduct is intended to apply to all suppliers that provide goods and services to the Company, whether directly or indirectly. It includes requirements related to human rights and labour in our supply chains, including prohibitions on forced labour, child labour and human trafficking, and requirements regarding health and safety, working conditions, wages, hours of work and other matters.

Issue Resolution (Whistleblower) Policy

The Board has approved a written Issue Resolution Policy, which sets out procedures for the confidential and anonymous submission by employees of complaints and concerns regarding the Company's accounting, auditing and financial reporting procedures and obligations. The Policy provides that if any employee has any information, complaints or concerns regarding such matters they are urged to present such information, complaints or concerns to the Chair of the Audit Committee, without regard to the position of the persons responsible for the subject matter of the information, complaint or concern. Promptly following the receipt of any information, complaints or concerns submitted, the Chair of the Audit Committee will promptly conduct a thorough investigation, which may be undertaken with the assistance of the Chair of the Governance and Nominating Committee of the Board, and the Chair of the Audit Committee will notify the Board of Directors of such investigations. The Chair of the Audit Committee may, in his or her discretion, delegate some or all of the investigation to the President and Chief Executive Officer and/or other senior Management, as deemed appropriate and necessary, and refer investigations to outside third parties or other committees of the Board where in his or her discretion, the matters to be investigated fall outside of the expertise of the Audit Committee. The Audit Committee will retain, as part of its records, any information, complaints or concerns received.

Insider Trading, Confidentiality and Disclosure Policy and Disclosure Committed

The Board has approved an Insider Trading, Confidentiality and Disclosure Policy which, among other things, is designed to ensure that all disclosure made by the Company is accurate, complete and fairly presents the Company's financial position and results of operations in all material respects and is made on a timely basis in accordance with the provisions of applicable Toronto Stock Exchange ("TSX") regulations and securities laws. In addition, the Board has established a Disclosure Committee which is comprised of the CEO, CFO, SVP Corporate Development and Investor Relations, Vice President, Investor Relations and Vice President, General Counsel and Corporate Secretary. Along with the Company's "qualified persons" (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects), the Disclosure Committee is responsible for reviewing and approving the public disclosure of the Company.

Majority Voting Policy

The Board has adopted a majority voting policy, which requires that, in an uncontested election of directors, a director nominee who is elected with a greater number of votes "withheld" than votes "for" will be considered by the Board not to have received the support of the Shareholders. Any nominee who receives a greater number of votes "withheld" than votes "for" will tender their resignation to the Board Chair promptly following the relevant meeting. The Governance and

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Nominating Committee will consider the proposed resignation in light of all relevant circumstances and make a recommendation to the Board. The Board will make a decision whether to accept or reject any such resignation within 90 days following such meeting and press release its decision including the reasons for rejecting a resignation, if applicable.

Anti-Bribery and Anti-Corruption Policy

To ensure compliance with the Corruption of Foreign Public Officials Act (Canada) (the "Act") the Board has approved an Anti-Bribery and Anti-Corruption Policy. The purpose of the Anti-Bribery and Anti-Corruption Policy is to provide a procedure to ensure that the Company, together with its directors, officers, employees, consultants and contractors, conducts its business in an honest and ethical manner reflecting the highest standards of integrity and in compliance with all relevant laws and regulations applicable to it and in compliance with the Act.

Shareholder Engagement Policy

The Company is committed to engaging in constructive and meaningful communications with its owners, the Company's Shareholders. The Company communicates with its Shareholders through a variety of channels. Shareholder feedback is received through one-on-one or group meetings with shareholders and brokers, as well as through email or telephone correspondence. Shareholder concerns are addressed promptly by the Investor Relations department.

In furtherance of its commitment to engaging to meaningful and constructive dialogue with shareholders, the Board has adopted a Shareholder Engagement Policy (the "Shareholder Engagement Policy"). A copy of the Shareholder Engagement Policy can be found on the Company's website.

Equity Ownership Policy

The Board believes it is in the best interests of the Company and Shareholders to align the financial interests of Wesdome's leadership with those of the Shareholders. In early 2018, the Board approved an Equity Ownership Policy (the "Equity Ownership Policy") which sets out mandatory equity ownership requirements for both directors and officers of the Company ("Participants"). Pursuant to the Equity Ownership Policy, mandatory equity ownership thresholds have been established as follows:

Position	Ownership Requirement
Directors	Four (4) x annual cash retainer
CEO	Three (3) x annual base salary
CFO, COO and SVPs	Two (2) x annual base salary
VPs	One (1) x annual base salary

The minimum ownership levels required pursuant to the Equity Ownership Policy are expected to be satisfied by each Participant within three (3) years after first becoming subject to these ownership requirements or after being appointed to any one of the positions subject to the Equity Ownership Policy. In the event of an increase in a Participant's base salary or annual retainer, he or she will have two (2) years from the time of the increase to acquire any additional equity as may be required to obtain the minimum ownership requirements under the Equity Ownership Policy. Once the Participant's level of equity ownership satisfies the applicable minimum ownership requirements pursuant to this Policy, Participants are expected to maintain such minimum ownership levels for as long as the Participant is subject to the Equity Ownership Policy.

Unexercised Options (whether vested or unvested) do not count toward the minimum Common Share ownership requirements. The following may be used in determining equity ownership:

Common Shares owned directly (including through open market purchases or acquired and held upon vesting of Company equity awards);
Common Shares owned jointly or separately by the individual's spouse;
Common Shares held in trust for the benefit of the Participant, the Participant's spouse and/or children;
Restricted Share Units and Performance Share Units, whether vested or not vested; and

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Deferred Share Units.

Compensation Recoupment ("Claw Back") Policy

The Board has adopted a Compensation Recoupment Policy which shall apply in the event the Board determines that either: (a) a significant restatement of the Company's financial results or other corporate metrics for any of the three prior fiscal years for which audited financial statements have been prepared is required as a result of fraud or willful misconduct; or (b) in the event of any of the following behaviours (any, "Misconduct") on the part of an Executive Officer (as defined below): (i) violation of the Company's Code of Conduct and Ethics, gross negligence, fraud or willful misconduct; (ii) violation of employment or post-employment duties or obligations to the Company; or (iii) any behaviour that has had a material and adverse negative impact on the reputation, market performance or financial performance of the Company.

The policy is applicable to the CEO, CFO, COO and to all other senior vice-president level and vice-president level executive officers. In the event of a restatement of the Company's financial results (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that any performance-based compensation paid would have been a lower amount had it been calculated based on such restated results, a committee consisting of the independent members of the Board (the "Independent Director Committee") shall review such performance-based compensation. If the Independent Director Committee determines that:

a) The amount of any such performance-based compensation actually paid or awarded to an executive officer (the "Awarded Compensation") would have been a lower amount had it been calculated based on such restated financial statements (the "Actual Compensation");
b) Such executive officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement; and
c) Then the Independent Director Committee shall, with certain exceptions, seek to recover for the benefit of the Company the after-tax portion of the difference between the awarded compensation and the actual compensation.

In addition, in the event that, at the request of the Board given at any time, the Independent Director Committee determines that there has been any Misconduct on the part of any Executive Officer, then the Independent Director Committee shall, except as provided below, seek to recover for the benefit of the Company all of the Awarded Compensation for any of the three prior fiscal years.

The Independent Director Committee shall not seek recovery to the extent it determines (i) that to do so would be unreasonable or (ii) that it would be better for the Company not to do so. In making such determination, the Independent Director Committee shall take into account such considerations as it deems appropriate, including, without limitation:

a) The likelihood of success under governing law versus the cost and effort involved;
b) Whether the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation;
c) The passage of time since the occurrence of the act in respect of the applicable fraud or intentional illegal conduct; and
d) Any pending legal proceeding relating to any applicable fraud or intentional illegal conduct.

Related-Party Transactions

Pursuant to its Charter, the Audit Committee is responsible for reviewing related-party transactions to ensure they reflect legal and regulatory requirements and in so doing, refers to the Company's Related-Party Transaction Policy. The Audit Committee reports to the Board on all such transactions, if any. In determining whether a related party transaction is advisable, the Audit Committee considers, among other things, whether the terms and conditions of such transaction are at fair market value and whether such terms and conditions exceed established market benchmarks. In 2024, there were no related-party transactions.

IT Security Risk Management

The Board, through the Audit Committee, receives quarterly updates from management with respect to information technology (IT) security including details on active and planned IT security improvement strategies, training or other

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programs, and any actual or attempted breaches during that period. The Company continues to focus its overall cyber security strategy on a multi-layered approach to mitigation of end-user exposure and risk. In 2024 the Company, in line with our Cyber Security Playbook, we have been continuing our work on the development of our cyber security program detailed in our roadmap. All programs follow the established NIST Cyber Security framework to continue to improve the overall prevention and preparedness of Wesdome's infrastructure, policies and procedures in relation to cyber.

Responsible Mining

The Company's focus on responsible mining - demonstrated by the care we take for our people, communities and the environment - is integral to our success. We seek to continually understand and, where possible, avoid, minimize or mitigate, the potential impacts of our activities. Additionally, we look for ways to generate new and positive opportunities through meaningful stakeholder, community and Indigenous partnerships and investments. In 2023, the Company began formally implementing the Mining Association of Canada's Towards Sustainable Mining (TSM) program at our Kiena mine site with the goal of achieving Level A compliance by the end of 2025. In 2026, implementation of TSM will begin at Eagle River.

The Company's Board of Directors is responsible for oversight of all Environment, Social and Governance (ESG) aspects of Wesdome's business, including climate change risk assessment and mitigation, the identification and evaluation of environmental and social risks and opportunities, as well as performance monitoring. The Board receives ESG education annually, delivered by both external subject matter experts as well as members of the senior management team. In partnership with management, the Board establishes the Company's short, medium and long-term sustainability goals and objectives. On a quarterly basis, the Board's Technical, Sustainability & Safety Committee reviews the Company's progress against goals and objectives as well as site-level environmental and social performance, specifically issues related to health & safety, the environment, tailings and water management, community and Indigenous relations.

The Company discloses its ESG performance annually using the Sustainability Accounting Standards Board (SASB) Metals & Mining Standard and Task Force on Climate-Related Financial Disclosures (TCFD) frameworks. Since 2022, the Company has also been disclosing ESG governance practices and annual performance data to CDP. The Company's ESG disclosures are informed by ESG materiality assessments, performed by the Company every few years. The Company's current sustainability commitments as well as year-over-year performance data can be found in our 2023 ESG report, available on the Company's website.

Compensation Discussion and Analysis

Named Executive Officers

For the year ended December 31, 2024, the named executive officers ("NEOs") of the Company were Anthea Bath, Chief Executive Officer ("CEO"), Jonathan Singh(1), Chief Financial Officer ("Former Interim CFO") from January 1, 2024 to March 11, 2024, Fernando Ragone(2), Chief Financial Officer ("CFO") since March 11, 2024, Frédéric Langevin(3), Chief Operating Officer ("Former COO") from January 1, 2024 to September 30, 2024, Guy Belleau(4), Chief Operating Officer ("COO") since September 30, 2024, Kevin Lonergan, Senior Vice President, Technical Services ("SVP TS") and Rajbir Gill, Senior Vice President, Corporate Development and Investor Relations ("SVP CD&IR").

(1) Jonathan Singh resigned as CFO on March 11, 2024.
(2) Fernando Ragone was appointed as CFO of the Company on March 11, 2024.
(3) Frédéric Langevin resigned as COO on September 30, 2024.
(4) Guy Belleau was appointed as COO on September 30, 2024.
(5) Kevin Lonergan was appointed as SVP TS on May 21, 2024.

Objectives of Executive Compensation

By linking Management's goals and objectives to the payment of annual incentive awards, the Company aims to motivate the executives to meet both their individual goals and objectives but also those of the Company in general. The Compensation and Human Resources Committee works with Management to continually improve its compensation strategy, which is specifically designed to accomplish the following goals:

To attract, retain and motivate key talent;
To align the interests of Management with the interests of the Company's Shareholders; and
To leverage performance by linking compensation to individual and overall business performance.

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Attract, Retain and Inspire Key Talent

The compensation package meets the goal of attracting, retaining and motivating key talent in a highly competitive mineral exploration and extraction environment through the following elements:

A competitive cash compensation program, consisting of base salary and bonus opportunity;
Time and performance vested equity awards; and
Providing an opportunity to participate in the Company's growth through share-based compensation.

Alignment of Interest of Management with Interest of the Company's Shareholders

The compensation package meets the goal of aligning the interest of Management with the interest of the Company's Shareholders through the grant of share-based compensation:

If the price of the Common Shares increases, both executives and Shareholders will benefit;
Inclusion of performance-vested units ensures alignment with Shareholder interests; and
By providing a vesting period on share-based grants, the Company ensures Management has an interest in increasing the price of the Common Shares over time, rather than focusing on short-term increases.

Elements of Executive Compensation

The executive compensation program for the fiscal year ended December 31, 2024 contained four basic elements, including a cash-based base salary, a cash-based short-term incentive, an equity based long-term incentive component as well as benefits and wellness. Included in the long-term equity component are performance share units ("PSUs") as well as time-vested restricted share units ("RSUs") and stock options ("Options").

The PSU design includes the following features:

PSU awards cliff vest upon the completion of a 36-month performance period;
Performance is measured based on both relative and absolute share price performance;
The relative share price performance is evaluated against the VanEck Vectors Junior Gold Miners ETF, which the Compensation Committee believes is the best indicator of aggregate peer performance;
A performance multiplier is used based on the level of relative performance achieved over the performance period. Threshold performance results in vesting 50% of the Target PSUs granted, Target performance results in the vesting of the Target PSUs granted, and Maximum performance results in vesting 200% of the Target PSUs granted;
If Wesdome's absolute share price is negative over the 36-month performance period, the Performance Multiplier is capped at the Target level or less, if relative performance falls below Target; and
If Wesdome's relative performance falls below threshold, the PSUs are forfeited.

Each component of the executive compensation program is described in more detail below:

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The following table explains how each component supports our compensation philosophy. Each component is assessed separately, and together these are considered total compensation.

Component	Objective/Rationale
Base Salary	· Fixed cash salary is established at the beginning of the year and reviewed against market survey results · Adjustments, if deemed appropriate, are determined in the first quarter of each year and are used to determine other elements of compensation and benefits
Annual Short-Term Incentive (STIP)	· Paid at the discretion of the Board and upon the achievement of board approved corporate and individual performance metrics · Determined in the first quarter of each year with respect to the prior years' performance · Target awards represent a percentage of base salary and based on a combination of corporate and individual performance · Each executive has a target annual bonus and payout range, reflected as a percentage of base salary, relative to both the executive's position in the company and the Company's peer group · Established using balanced scorecards determined in first quarter which contains metrics and weightings designed to closely align the NEOs overall compensation with achievement of both corporate and personal objectives

Component

Objective/Rationale

Base Salary

· Fixed cash salary is established at the beginning of the year and reviewed against market survey results · Adjustments, if deemed appropriate, are determined in the first quarter of each year and are used to determine other elements of compensation and benefits

Annual Short-Term Incentive (STIP)

· Paid at the discretion of the Board and upon the achievement of board approved corporate and individual performance metrics · Determined in the first quarter of each year with respect to the prior years' performance · Target awards represent a percentage of base salary and based on a combination of corporate and individual performance · Each executive has a target annual bonus and payout range, reflected as a percentage of base salary, relative to both the executive's position in the company and the Company's peer group · Established using balanced scorecards determined in first quarter which contains metrics and weightings designed to closely align the NEOs overall compensation with achievement of both corporate and personal objectives

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Long-Term Compensation (LTIP)
- Grant includes 50% PSUs, 25% RSUs and 25% Options
- Links pay to long-term share price performance
- Determined in the first quarter of each year and are forward-looking
- Awarded at a market competitive level to attract, retain and reward the executive's for contributing to the future success of the Company
- Ultimate realized value is based on our share price over time
- Long term incentive grant values are targeted between 60% and 180% of base salary depending on the executive's position

Other Compensation
- Employee benefits are necessary to maintain market competitiveness and to ensure employee well-being
- Designed to be competitive overall with equivalent positions, to promote greater executive satisfaction through choice, and to manage program and administrative costs
- Benefits include:
- Optional participation in Wesdome's comprehensive group benefit plan
- Optional participation in Wesdome's group RRSP plan, which consists of a defined contribution plan whereby the employee may contribute up to a maximum of 5% of earnings and the Company will match the contribution, to the maximum allowed by Canada Revenue Agency

2024 Target Compensation Mix

NEO	Base Salary	Annual Bonus Target	PSUs	RSUs	Options	Total LTIP Target	Total Pay At Risk (Bonus + PSUs + RSUs + Options)
CEO	$630,000	100%	95%	47.5%	47.5%	190%	74%
Former Interim CFO	$420,000	70%	40%	20%	20%	80%	60%
CFO	$465,000	70%	75%	37.5%	37.5%	150%	69%
COO	$520,000	75%	75%	37.5%	37.5%	150%	69%
Former COO	$498,120	70%	75%	37.5%	37.5%	150%	69%
SVP TS	$400,000	60%	50%	25%	25%	100%	62%
SVP CD&IR	$400,000	60%	62.5%	31.25%	31.25%	125%	62%

Compensation Governance

Compensation Consultant

The Company has retained Global Governance Advisors Inc. ("GGA"), an independent advisory firm that provides counsel to boards and directors on matters relating to executive compensation and governance, to assist the Compensation and Human Resources Committee in refining the Company's compensation practices for directors, officers and employees, and to refine the Company's peer group. The Compensation and Human Resources Committee pre-approved the mandate of GGA and approved the fee associated with the execution of GGA's mandate.

Fee Paid	2024 ($)	2023 ($)
Executive Compensation – related fees	98,158	88,399
All other fees(1)	154,075	154,075.35
Total	252,234	88,399

(1) Management engaged GGA to provide compensation expertise in developing a job evaluation framework, along with a forward-looking, organization-wide Total Rewards strategy and compensation program. The project was initiated in September 2024, with key milestones completed throughout Q3 and Q4 of the year. The Compensation and Human Resources Committee was involved in the engagement of GGA for these additional services.

Say on Pay Advisory Vote

The Company seeks to engage with its shareholders to gather input and feedback on a range of matters, including compensation practices. In 2020, the Company implemented a non-binding advisory vote to provide shareholders with an opportunity to vote on the company's approach to executive compensation. Following each annual shareholder meeting, all voting results, including the results of the "Say on Pay" vote, are publicly filed under the company's profile on the SEDAR+ website at www.sedarplus.ca. The "Say on Pay" voting results from 2021, 2022 and 2023 are noted below:

Year	Votes Cast For	% of Votes Cast For	Votes Cast Against	% of Votes Cast Against
2024	81,369,417	95.89	3,489,139	4.11
2023	80,433,169	98.75	1,016,813	1.25
2022	93,231,712	97.77	2,130,646	2.23
2021	77,730,251	94.25	4,743,311	5.75

2024 Peer Benchmarking Group

Wesdome aims to remunerate executives fairly and at a level that is consistent with the median of the marketplace of similar roles and responsibilities held by each executive within the Company. In pursuit of this goal, the Compensation and Human Resources Committee reviews the compensation programs for both executives and directors annually to ensure that the Company's compensation philosophy is applied and that its objectives continue to be met. As part of this process, the Company reviews the compensation practices of its peer group as it relates to salary as well as short-term and long-term incentives for executives. In addition, the annual retainer and committee fees paid to directors are benchmarked against the Company's peers to ensure that Company's approach to director compensation is competitive and reasonable.

The peer group is selected based on several important mining criteria, including:

Companies of a fairly similar size to Wesdome, considering market capitalization, as well as production, total assets and total revenue;
Precious metal mining companies;
To the extent possible, companies that operate in similar geographical locations;
Companies with a similar business strategy and scope of operations; and
Companies in a similar stage of growth and development.

Under the direction of the Compensation and Human Resources Committee, the independent advisor GGA reviewed the 2024 Peer Group to evaluate if Wesdome continued to be positioned within the range defined by the peer group screening criteria. It was determined that Argonaut Gold and Karora Resources would be removed due to being acquired and delisted, while Victoria Gold would be removed due to receivership. Those three (3) peers have been replaced by Asante Gold Corp., Equinox Gold Corp. and IAMGold Corp. The following table summarizes the Peer Group.

39 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Asante Gold Corp.)	Artemis Gold Inc.	Aura Minerals Inc.	Calibre Mining Corp.	Dundee Precious Metals Inc.
Aris Mining Corp. (formerly GCM Mining Corp.)	I-80 Gold Corp.	K92 Mining Inc.	Equinox Gold Corp.	Orla Mining Ltd.
MAG Silver Corp.	New Gold Inc.	Osisko Mining Inc.	Torex Gold Resources Inc.	IAMGold Corp.

At the time of the Peer Group review, the market capitalization median of the 2024 peer benchmarking group ("Peer Group") was approximately $2,247 million, and Wesdome's market capitalization of $1,935 million was positioned around the 68th percentile. When considering gold production, revenue and total assets, Wesdome was positioned below the median of this 2024 Peer Group. On balance, the peer group was representative of the competitive landscape that Wesdome needs to attract and retain talent.

Compensation Risk Oversight and Assessment

The Board believes the current structure of the Company's executive compensation arrangements is focused on long-term value and is designed to correlate to the long-term performance of the Company. Although the Company does not have formal policies specifically targeting risk taking in a compensation context, the practice of the Compensation and Human Resources Committee and the Board is to consider all factors related in an executive's performance, including any risk mitigation efforts, in determining compensation.

Risk is managed within the STIP by ensuring that most corporate performance metrics are quantitative. Corporate objectives are set at the beginning of the Fiscal Year, and the Company's progress against the targets is reviewed periodically by the Compensation and Human Resources Committee. Wesdome must achieve a minimum threshold performance against these targets and the STIP design includes a cap that may be awarded when superior results are achieved. The corporate performance criteria are balanced between financial, operational, strategic, environmental, social and governance areas, which provide a holistic set of strategic objectives important to contributing towards creating long-term shareholder value.

The LTIP manages risk by granting NEOs both long-term vesting Stock Options and RSUs, as well as performance vesting equity in the form of PSUs. Lastly, the Board maintains discretion to award no bonus, if judged appropriate, to protect the value of the organization and Shareholder's interests.

Additionally, directors and officers are not authorized to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the director or officer.

Statement of Executive Compensation

The Company's Statement of Executive Compensation, made in accordance with the requirements of Form 51-102F6 – Statement of Executive Compensation, is set out below and contains information about the compensation paid to, or earned by, the Company's CEO, CFO and the three most highly compensated officers of the Company earning more than $150,000 in total compensation during the year ended December 31, 2024.

Executive Compensation Philosophy

The Compensation and Human Resources Committee is supported by the executive officers of the Company, who provide the data and analysis to support decision-making. Based on input from Management, the Compensation and Human Resources Committee considers the individual's performance, tenure, experience, the overall performance of the Company, any retention concerns, the individual's historical compensation and the compensation of the individual's

40 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

peers in the industry. While the Compensation and Human Resources Committee does have certain guidelines, goals, and tools that it uses to make its decisions, the determination of compensation is not solely driven by a formula and therefore relies on the judgment of the Compensation and Human Resources Committee, the CEO and the Vice President, Human Resources.

The Compensation and Human Resources Committee meets both with and without the presence of Management. The Compensation and Human Resources Committee makes all recommendations to the Board regarding the CEO's compensation in camera, without the presence of Management. In considering remuneration for executives other than the CEO, the input and perspective of the CEO has a significant influence on the Compensation and Human Resources Committee's decisions. The Chair of the Compensation and Human Resources Committee sets the agenda for each meeting in consultation with Management and other committee members and provides regular reports to the Board regarding actions and discussion at Compensation and Human Resources Committee meetings.

In determining specific compensation amounts for the NEOs, the Compensation and Human Resources Committee considers a number of criteria that is a blend of quantitative corporate data and qualitative individual measurements. The corporate metrics within the short-term incentive plan include numerical calculations in the categories of health & safety, mineral resources/reserves, AISC (All in Sustaining Costs), and production. These components make up the majority of the overall assessment. In addition, Wesdome's strategic initiatives and the NEOs individual performance objectives are considered as qualitative factors. The individual performance objectives are weighted to a lesser degree than the quantitative, corporate measurements in the case of each NEO.

Wesdome's compensation philosophy, programs and designs continuously evolve to reflect the stage of growth and development of the organization, however the following are the key pillars of the Company's philosophy to guide compensation decisions for all employees.

Align with the interests of Shareholders - Align employee and executive interests with the interests of Shareholders through effective compensation design. Wesdome achieves this by ensuring that the majority of the NEOs compensation is placed at risk using performance contingent equity that vests over multiple years. This is further strengthened with Wesdome's Equity Ownership Policy.
Align with Corporate Business Strategy - Focus employee efforts on critical performance milestones and reward them for superior performance. Wesdome achieves this by defining a number of performance metrics such as Health and Safety, Production, Cash Costs, Reserves and Resource Growth, Production, Strategic Initiatives, Environmental, Social and Governance as well as individual professional development goals.
Pay for Performance - Promote a pay-for-performance culture in which there are clear relationships between pay and performance, ensuring differentiated pay to reward and retain top talent. Wesdome achieves this using a balanced short-term incentive plan ("STIP") scorecard that defines several corporate and individual performance objectives. The STIP is awarded at the conclusion of the fiscal year and is determined based on the results achieved against each performance metric.
Make Employees Feel Like Owners – Strive to ensure ownership linkage is clear and employees are aligned with the company and Shareholders. Wesdome achieves this using long-term performance-based equity grants to NEOs.
Effective Risk Management - Ensure compensation plan design does not incent excessive risk taking and review plans regularly to ensure they are operating as intended. Wesdome achieves this by setting Threshold, Target and Maximum payout opportunities within the STIP. In addition, when setting performance metrics, Wesdome considers the strategic plan, budget and external macro-economic factors. Wesdome also includes a market competitive and meaningful proportion of compensation linked to long-term share performance through the long-term incentive plan ("LTIP") grants, which took the form of Options, RSUs and PSUs.
Pay Competitively - Reward employees in a manner consistent with competitive market practice to improve the organization's ability to attract, engage, and retain high-performing talent. Wesdome achieves this by aligning target compensation with the median of the peer group and provides for the opportunity of realizable compensation towards the upper quartile of the peer group when superior results are achieved. When performance falls at Threshold levels, the realizable compensation opportunity falls towards the bottom quartile of the market.
Sound Corporate Governance Practices - Continue to ensure a focus on strong corporate governance practices that are competitive within the industry and in line with shareholder expectations. Wesdome achieves this by adopting several voluntary market best practices, such as an equity ownership, whistleblower and Board diversity policy.

41 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

2024 Compensation Decisions

Named Executive Officer & Position	Annualized Base Salary ($)
Anthea Bath, President and CEO	$630,000^{(1)}
Fernando Ragone, CFO^{(2)}	$465,000
Guy Belleau, COO^{(3)}	$520,000
Kevin Lonergan, SVP TS^{(4)}	$400,000
Rajbir Gill, SVP CD&IR	$400,000
Frédéric Langevin, Former COO^{(5)}	$498,120
Jonathan Singh, Former Interim CFO^{(6)}	$420,000

(1) The amount shown in this table is annualized. The actual amount of base salary paid to Ms. Bath in 2024 was $622,500
(2) Mr. Fernando Ragone joined as CFO on March 11, 2024. The amount shown in this table is annualized. The actual amount of base salary paid to Mr. Ragone in 2024 was $377,067.
(3) Mr. Guy Belleau joined as COO on September 30, 2024. The amount shown in this table is annualized. The actual amount of base salary paid to Mr. Belleau in 2024 was $132,000.
(4) Mr. Kevin Lonergan joined as SVP, TS on May 21, 2024. The amount shown in this table is annualized. The actual amount of base salary paid to Mr. Lonergan in 2024 was $247,180.
(5) Mr. Frédéric Langevin resigned as COO on September 30, 2024. The amount shown in this table is annualized. The actual amount of base salary paid to Mr. Langevin in 2024 was $369,379.
(6) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024. The amount shown in this table is annualized. The actual amount of base salary paid to Mr. Singh in 2024 was $192,500.

Short-Term Incentive Plan (STIP)

The STIP award for the NEOs for the performance year ended December 31, 2024 was based on the 2024 actual achievement versus target achievement levels set by the Board in the first quarter of the performance year with respect to certain corporate and Individual key performance indicators ("KPIs") as outlined below and is set as a percentage of the executive's base salary. If target performance is achieved the STIP is awarded at 100% of the bonus opportunity. Threshold performance awards at 50% of the STIP and if Maximum performance is achieved the STIP may award up to 200% of the Target STIP. The payout opportunity is defined below per executive:

	CEO	COO	CFO	SVP TS	SVP CD&IR
Target STIP (% of Base Salary)	100%	75%	70%	60%	60%
Balanced Scorecard Weighting (% of Target STIP)
Corporate Objectives	80%	70%	70%	60%	60%
Individual Objectives	20%	30%	30%	40%	40%
STIP Award Range (% of Base Salary)	0-200%	0-150%	0-140%	0-120%	0-120%
Below Threshold	0%	0%	0%	0%	0%
Threshold	50%	37.5%	35%	30%	30%
Target	100%	75%	70%	60%	60%
Maximum	200%	150%	140%	120%	120%

Long-Term Incentive Plan (LTIP)

Shareholders approved the 2020 Omnibus Plan on June 2, 2020. The 2020 Omnibus Plan allows for the Board to grant long-term at-risk equity compensation to eligible participants in the form of Options, RSUs, PSUs and for the non-executive directors, Deferred Share Units ("DSUs").

42 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

2024 Corporate Scorecard

The 2024 corporate scorecard is summarized below:

	Weight	Threshold (50% Payout)	Target (100% Payout)	Breakthrough (200% Payout)	Achieved	Payout	Contribution
OPERATIONAL PERFORMANCE	45.0%						26.8%
Production (oz)	15.0%	160,000	170,000	187,000	172,034	112%	17%
YE 2023 Reserves (oz)	10.0%	1,131,144	1,187,701	1,244,258	1,188,000	101%	10%
YE 2023 Resources (oz) (Exclusive)	10.0%	1,255,453	1,380,998	1,506,544	1,026,000	0%	0%
AISC (C$/oz)	10.0%	$1,950	$1,850	$1,665	$1,999	0%	0%
PEOPLE	30.0%						40.0%
CAFR	15.0%	3.83	3.49	3.15	1.34	200%	30%
EXM Score	10.0%	EXM Score 43.0%	EXM Score 52.0%	EXM Score 60.0%	EXM Score 39.0%	0%	0%
EIFR	5.0%	0.68	0.45	0.34	0.21	200%	10%
FINANCIAL	15.0%						30.0%
Free Cash Flow Margin (FCF / Revenue)(1)	10.0%	12.8%	19%	25.0%	26%	200%	20%
Working Capital (Current Ratio)(2)	5.0%	1.53	1.70	1.87	3.39	200%	10%
STRATEGY & KEY INITIATIVES	10.0%						15.0%
Roll-out of Strategy(3)	5.0%	Strategy developed & Plan communicated	Initiated Three Initiatives	Initiated Five Initiatives	Initiated Five Initiatives	200%	10%
Project Execution(4)	5.0%	Within 10% of scope and budget	Within 5% of scope and budget	Within 2.5% of scope and budget	Within 5% of scope and budget	100%	5%
TOTAL ASSESSMENT/SCORE	100.0%					112%	112%

Notes:
(1) Free cash flow margin calculated as levered free cash flow (not including principal payments or Growth Capital) divided by revenue for the reference period.
(2) Current Ratio calculated as current assets divided by current liabilities (inclusive of movement in revolver).
(3) Documented Strategy Plan roll out, Initiation of initiatives incl, scope, structure, schedule, milestones, benefits.
(4) Projects included various items that were achieved at both sites, including relating to mine infrastructure, both underground and at surface.

Board Discretion

For 2024, the Board did not exercise discretion over the results of the corporate scorecard.

Summary Compensation Table

The following table discloses the compensation paid or payable, directly or indirectly, by or on behalf of the Company during the last three financial years to its NEOs (and those individuals who would have been NEOs but for the fact that such individuals were not executive officers of the Company as at the end of that year):

43 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Name and Principal Position	Year	Salary ($)	Share-Based Awards(1) ($)	Option-Based Awards(2) ($)	Non-Equity Incentive Plan Compensation ($) Annual Incentive Plan(3)	Pension Value ($)(4)	All Other Compensation ($)(5)	Total Compensation ($)
Anthea Bath	2024	622,500	897,744	317,903	690,480	17,850	2,607	2,549,084
President and CEO	2023	300,000	765,003	255,000	315,000	10,500	1,070	1,646,573
	2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fernando Ragone(6)	2024	377,067	523,129	185,244	294,035	18,406	1,717	1,399,599
CFO	2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Guy Belleau(7)	2024	132,000	389,997	105,289	105,690	1,517	716	735,209
COO	2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Kevin Lonergan(8)	2024	399,266	600,007	88,148	281,280	-	752	1,369,453
SVP TS	2023	174,141	N/A	N/A	82,447	N/A	N/A	256,588
	2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Rajbir Gill	2024	400,000	375,004	132,794	257,280	-	2,607	1,167,685
SVP CD & IR	2023	325,272	207,896	69,577	299,723	16,853	16,351	935,671
	2022	308,750	188,981	62,098	159,469	13,925	58,700	791,923
Frédéric Langevin(9)	2024	369,379	560,387	198,439	-	-	263,422	1,391,627
Former COO	2023	460,515	541,437	181,199	348,684	-	19,717	1,551,552
	2022	251,865	-	131,125	109,226	-	45,752	537,968
Jonathan Singh(10)	2024	192,500	-	-	-	-	-	192,500
Former Interim CFO	2023	185,000	-	-	90,922	-	-	275,922
	2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1) These amounts represent the fair value of the RSUs and PSUs granted to the respective NEOs. These amounts were calculated by multiplying the number of RSUs and PSUs granted by the "market price" of the Company's Common Shares on the date of the grant. These "market prices" per share were $15.98 (2022 RSUs and PSUs), $6.74, $6.81, and $8.87 (2023 RSUs and PSUs) and prices of $9.67, $11.80 and &13.86 (2024 RSUs and PSUs).
(2) The grant date fair value of option-based awards was determined using the Black-Scholes option pricing model in accordance with International Financial Reporting Standards. The Black-Scholes model was selected as it is a widely used financial method for determining the fair value of Options. The assumptions used in the calculation of the weighted average fair value of Options granted in 2024 include weighted average volatility of $52\%$ , expected average weighted average life of 3.2 years and a weighted average risk-free interest rate of $3.8\%$ . The assumptions used in the calculation of the fair value of Options granted in 2023 include weighted average volatility of $52\%$ , expected weighted average life of 3.3 years and a weighted average risk-free interest rate of $3.8\%$ . The assumptions used in the calculation of the fair value of Options granted in 2022 include weighted average volatility of $49\%$ , expected weighted average life of 3.3 years and a weighted average risk-free interest rate of $1.8\%$ .
(3) Relates to short term annual incentive paid as cash bonuses. Cash bonuses relating to the year ended December 31, 2024 were paid in April 2025.
(4) Contributions made by the Company on the officers' behalf to the Company's group RSP.
(5) Amounts include one-time payments and the payment of vacation earned in previous years but not taken by the NEOs.
(6) Mr. Fernando Ragone joined as CFO of the Company on March 11, 2024.
(7) Mr. Guy Belleau joined as COO of the Company on September 30, 2024.
(8) Mr. Kevin Lonergan joined as SVP TS of the Company on May 21, 2024. Prior to May 21, 2024, Mr. Lonergan provided services as an officer via a consulting arrangement.
(9) Mr. Frédéric Langevin resigned as COO of the Company on September 30, 2024.
(10) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024. Mr. Singh offered his services to the Company as an independent contractor.

Outstanding Option and Share-Based Awards

The following table sets forth the Options granted under the Company's current and legacy compensation plans to each of the NEOs as of December 31, 2024. For details of the Company's equity compensation plans, see "Legacy Equity Compensation Plans" and "Current Equity Compensation Plan".

44 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Option-Based Awards
Share-Based Awards

Name	Securities Under Options Granted (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options(1) ($)	Number of Shares or Units of Shares that have Not Vested (#)	Market or Payout Value of Share-Based Awards that have Not Vested(2) ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)
Anthea Bath
President and CEO	98,837	6.74	Jun 30, 2028	608,824
	77,727	9.67	Mar 18, 2029	251,835	193,729	2,501,041	-
Fernando Ragone(3)
CFO	45,292	9.67	Mar 18, 2029	146,746	54,098	698,405	-
Guy Belleau(4)
COO	25,743	13.07	Sep 30, 2029	-	29,839	385,221	-
Kevin Lonergan(5)
SVP TS	21,552	11.80	May 21, 2029	23,923	25,424	328,224	-
	13,202	13.83	Aug 14, 2025	-
	11,919	15.98	Mar 15, 2027	-
Rajbir Gill	18,480	6.81	Mar 14, 2028	112,728
SVP CD&IR	32,468	9.67	Mar 18, 2029	105,196	75,114	969,722	-
Frédéric Langevin(6)
Former COO	-	-	-	-	-	-	-
Jonathan Singh(7)
Former Interim CFO	-	-	-	-	-	-	-

(1) The "value of unexercised in the money Options" is calculated using the closing price of the Company's Common Shares on the TSX on December 29, 2024 ($12.91) less the respective exercise prices of the Options multiplied by the number of Options outstanding.
(2) The "market or payout value of share-based awards that have not vested" is calculated at the closing price of the Company's Common Shares on the TSX on December 29, 2024, which was $12.91.
(3) Mr. Ragone joined as CFO of the Company on March 11, 2024.
(4) Mr. Belleau joined as COO of the Company on September 30, 2024.
(5) Mr. Lonergan joined as SVP TS of the Company on May 21, 2024.
(6) Mr. Frédéric Langevin resigned as COO of the Company on September 30, 2024.
(7) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024.

Exercised and Outstanding Options – Value Vested or Earned During the Year

The following table sets out, for each NEO, the value of all incentive plan awards vested or were earned during the year ended December 31, 2024, for each of the NEOs:

Name	Option-Based Awards – Value Vested During the Year(1) ($)	Share-Based Awards – Value Vested During the Year(2) ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year(3) ($)
Anthea Bath	203,271	162,808	690,480
President and CEO
Fernando Ragone(4)	-	-	294,035
CFO
Guy Belleau(5)	-	-	105,690
COO

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46 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Name	Option-Based Awards – Value Vested During the Year^{(1)} ($)	Share-Based Awards – Value Vested During the Year^{(2)} ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year^{(3)} ($)
Kevin Lonergan^{(6)}
SVP TS	-	-	281,280
Rajbir Gill
SVP CD&IR	74,427	240,617	257,280
Frédéric Langevin^{(7)}
Former COO	418,955	114,047	-
Jonathan Singh^{(8)}
Former Interim CFO	-	-	-

(1) The "Options-based awards – Value vested during the year" is calculated using the closing price of the Common Shares of the Company on the TSX on December 31, 2024 ($12.91) less the respective exercise prices of the Options multiplied by the number of Options vested. Options vested with an exercise price greater than the closing price of the Common Shares of the Company on the TSX on December 31, 2024 ($12.91) have no value as at December 31, 2024 and have therefore been excluded from the table above.
(2) The "Share-based awards – Value vested during the year" is calculated on the closing price of the Common Shares of the Company on the TSX on December 31, 2024: $12.91
(3) The "Non-equity incentive plan compensation – Value earned during the year" includes cash bonuses awarded subsequent to year end that are attributed to the year ended December 31, 2024.
(4) Mr. Ragone joined as CFO of the Company on March 11, 2024.
(5) Mr. Belleau joined as COO of the Company on September 30, 2024.
(6) Mr. Lonergan joined as SVP TS of the Company on May 21, 2024.
(7) Mr. Frédéric Langevin resigned as COO of the Company on September 29, 2024.
(8) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024.

Option Exercise Gains Realized by Executives

Between January 1, 2024 and December 31, 2024, certain of the NEOs realized gains through the exercise of Options, as described below.

Name	Number of Options	Exercise Price ($)	Realized Gain^{(1)} ($)
Anthea Bath
President and CEO	-	-	-
Fernando Ragone^{(2)}
CFO	-	-	-
Guy Belleau^{(3)}
COO	-	-	-
Kevin Lonergan^{(4)}
SVP TS	-	-	-
Rajbir Gill
SVP CD&IR	8,192
9,240	8.50
6.81	9,562
26,492
Frédéric Mercier-Langevin^{(5)}
Former COO	24,063	6.81	151,039
Jonathan Singh^{(6)}
Former Interim CFO	-	-	-

(1) The realized gain is reflected as a gross amount.
(2) Mr. Ragone joined as CFO of the Company on March 11, 2024.
(3) Mr. Belleau joined as COO of the Company on September 30, 2024.
(4) Mr. Lonergan joined as SVP TS of the Company on May 21, 2024.
(5) Mr. Frédéric Langevin resigned as COO of the Company on September 30, 2024.
(6) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024.

2024 LTIP Awards

In connection with the performance year ended December 31, 2024, the following Option grants were awarded to the NEOs:

Name	Number of Options Granted(1)	Option Exercise Price ($)	Grant Date Fair Value of Options(2)	Option Expiration Date
Anthea Bath
President and CEO	77,727	9.67	317,903	Mar 18, 2029
Fernando Ragone(3)
CFO	45,292	9.67	185,244	Mar 18, 2029
Guy Belleau(4)
COO	25,743	13.07	105,289	Sep 30, 2029
Kevin Lonergan(5)
SVP TS	21,552	11.80	88,148	May 21, 2029
Rajbir Gill
SVP CD&IR	32,468	9.67	132,794	Mar 18, 2029
Frédéric Mercier-Langevin(6)
Former COO	48,518	9.67	198,439	Mar 18, 2029
Jonathan Singh(7)
Former Interim CFO	-	-	-	-

(1) Options will vest equally on the first, second and third anniversary from the date of grant.
(2) The grant date fair value of option-based awards was determined using the Black-Scholes option pricing model in accordance with IFRS Accounting Standards. The Black-Scholes model was selected as it is a widely used financial method for determining the fair value of Options. The assumptions used in the calculation of the weighted average fair value of Options granted in 2024 include weighted average volatility of 52%, expected weighted average life of 3.2 years, and a weighted average risk-free interest rate of 3.8%.
(3) Mr. Ragone joined as CFO of the Company on March 11, 2024.
(4) Mr. Belleau joined as COO of the Company on September 30, 2024.
(5) Mr. Lonergan joined as SVP TS of the Company on May 21, 2024.
(6) Mr. Frédéric Mercier-Langevin resigned as COO of the Company on September 29, 2024.
(7) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024.

In connection with the performance year ended December 31, 2024, the following RSU grants were made to the NEOs:

Name	Number of RSUs Granted(1)	Share Price on Grant Date ($)	Grant Date Fair Value of RSUs(2)
Anthea Bath
President and CEO	30,946	9.67	299,248
Fernando Ragone(3)
CFO	18,033	9.67	174,380
Guy Belleau(4)
COO	9,946	13.07	129,995
Kevin Lonergan(5)
SVP TS	8,475	11.80	100,005
Rajbir Gill
SVP CD&IR	12,927	9.67	125,005
Frédéric Langevin(6)
Former COO	19,317	9.67	186,795
Jonathan Singh(7)
Former Interim CFO	-	-	-

(1) RSUs will vest equally on the 1st, 2nd and 3rd anniversary from the date of grant.
(2) These amounts were computed based on the market price of the Company's Common Shares on the grant date.
(3) Mr. Ragone joined as CFO of the Company on March 11, 2024.
(4) Mr. Belleau joined as COO of the Company on September 30, 2024.
(5) Mr. Lonergan joined as SVP TS of the Company on May 21, 2024.

47 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

(6) Mr. Frédéric Mercier-Langevin resigned as COO of the Company on September 29, 2024.
(7) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024.

In connection with the performance year ended December 31, 2024, the following PSU grants were made to the NEOs:

Name	Number of PSUS Granted(1)	Share Price of Grant Date ($)	Grant Date Fair Value of PSUS(2)
Anthea Bath
President and CEO	61,892	9.67	598,496
Fernando Ragone(3)
CFO	36,065	9.67	348,749
Guy Belleau(4)
COO	19,893	13.07	260,002
Kevin Lonergan(5)
SVP TS	16,949	11.80	199,999
Rajbir Gill
SVP CD&IR	25,853	9.67	249,999
Frédéric Langevin(6)
COO	38,634	9.67	373,591
Jonathan Singh(7)
Former Interim CFO	-	-	-

(1) PSUs cliff-vest on the 3rd anniversary from the date of grant and the achievement of performance thresholds.
(2) These amounts were computed based on the market price of the Company's Common Shares on the grant date.
(3) Mr. Ragone joined as CFO of the Company on March 11, 2024.
(4) Mr. Belleau joined as COO of the Company on September 30, 2024.
(5) Mr. Lonergan joined as SVP TS of the Company on May 21, 2024.
(6) Mr. Frédéric Mercier-Langevin resigned as COO of the Company on September 29, 2024.
(7) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024.

Performance Graph

The following graph tracks the effect of $100 invested in Common Shares of the Company on December 31, 2019 against a total shareholder return of the S&P/TSX Composite Index and the S&P/TSX Global Gold Index (assuming reinvestment of dividends) for the five most recently completed financial years of the Company.

48 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

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Analysis of Executive Pay Trends and Company Performance

On an absolute return basis, Wesdome's share price increased by 67% during 2024. Compensation levels are in line with the Company's performance and with peers and are sufficient for the Board to conclude that the compensation strategy is working effectively both for Shareholders and for the NEOs. While share price is an important factor, the share price valuation of gold producers, as well as exploration and development companies, fluctuates with changes the underlying commodity prices. Since 2019, the Company's shares have underperformed the S&P/TSX Composite Index by approximately 12% and underperformed the S&P/TSX Global Gold Index by approximately 2%. The compensation of the NEOs over this same period is generally reflective of this trend, with 2023 reflective of a leadership transition year. The Board has remained focused on ensuring that the majority of executive officer compensation is at risk and awarded through a balanced approach of the annual cash incentive plan and long-term incentives granted in the majority of PSUs while also incorporating time vesting RSUs and stock options.

Total Cost of Compensation

The table below details the total cost of compensation paid to the NEOs compared to revenue over the same period.

	2020	2021	2022	2023	2024
Total Compensation ($)	4,599,221	5,793,857	5,086,337	9,117,435	8,653,070
Total Revenue ($)	215,466,000	262,907,000	265,483,000	333,173,000	558,184,000
Compensation as a Percentage of Revenue	2%	2%	2%	2.7%	1.6%
Year-Over-Year Compensation Growth	-9%	26%	-12%	79%	-9%
Year-Over-Year Revenue Growth	31%	22%	1%	25.5%	68%

Executive Employment Agreements, Termination and Change of Control Provisions

Each of the NEOs is party to an employment agreement with the Company (an "Employment Agreement"). The Employment Agreements establish base compensation, eligibility for the Company's short-term annual performance-based cash incentives, and eligibility to participate in the Company's equity-based long-term incentive program (at the discretion of the Board) and eligibility to participate in group benefit plans that the Company makes available to its NEOs from time to time. All NEO Employment Agreements are in effect until such time as they are terminated in accordance with the terms contained therein.

Executive Agreements with the NEOs

Pursuant to the Employment Agreements for each of the NEOs, the terms "Change of Control" and "Good Reason" have the definitions noted below:

"Change of Control" means:

a) any individual, firm, corporation or other entity, or any person or combination of persons acting jointly or in concert becomes, directly or indirectly, the beneficial owner of more than 40% of the then outstanding shares of the Company which may be cast to elect the directors of the Company; or
b) the Company completes a merger, arrangement, amalgamation or other business combination of the Company with or into another corporation as a result of which the holders of the Common Shares of the

Company immediately prior to the completion of the transaction do not own, immediately following the transaction, more than 50% of the outstanding voting shares of the successor or surviving corporation; or

c) there is a sale, exchange or disposition of all or substantially all of the assets of the Company; or

a. during any period of two (2) years or less, individuals who at the beginning of such period constituted the Board of the Company cease for any reason to constitute at least a majority thereof, unless the election of each new director is approved by a majority of the directors then still in office who were directors at the beginning of such period.

"Good Reason" means, within 12 months of a Change of Control, a material negative change in the Executive's position, title, job description, authority, reporting relationship, duties or responsibilities.

Executive Agreement with President and CEO

The Company entered into an Employment Agreement with Ms. Bath on July 1, 2023 which provides that if her employment with the Company is terminated by the Company without cause, the Company shall pay to Ms. Bath:

a) All unpaid salary and vacation pay owing in respect of employment up to the date of termination.
b) Twenty-four (24) months of the Executive's then Base Salary, on a salary continuation basis.
c) A sum equal to two (2) times the average of the bonuses paid to the Executive with respect to the two complete calendar years immediately preceding the termination of the Executive's employment, such sums to be paid in twenty-four (24) equal monthly instalments following the date of termination. In the event that the Executive's employment is terminated without cause prior to the determination by the Board of a bonus with respect to the Executive's second complete calendar year of service, the Executive's entitlement to bonus hereunder shall be two (2) times the actual bonus amount paid to the Executive with respect to the first complete calendar year of service, or two (2) times the target bonus amount, if the Executive has not completed one calendar year of service.
d) All amounts paid to the Executive shall be subject to all applicable taxes and deductions.
e) Subject to the terms of the benefit plans in which the Executive was enrolled immediately prior to the termination of his employment, the Company shall continue such benefits the minimum period required by the Employment Standards Act.

If employment with the Company is terminated by the Company following a Change of Control, or if the executive resigns for Good Reason, the Company shall pay to the executive the same as the above, with the following exceptions:

a) All the payments referred to in subparagraphs (a) and (b), above, would be paid in lump sum.
b) Subject to the terms of the benefit plans in which the executive was enrolled immediately prior to the termination of his employment, the Company shall continue such benefits for a period of twelve (12) months following the termination of the executive's employment.

Executive Agreements with SVP Technical Services, and SVP Corporate Development and Investor Relations

The Company entered into Employment Agreements with Mr. Lonergan and Mr. Gill on May 6, 2024 and January 15, 2024, respectively, which provide that if employment with the Company is terminated by the Company without cause, the Company shall pay to the executive:

a) All unpaid salary and vacation pay owing in respect of employment up to the date of termination.
b) Twelve (12) months of the Executive's then Base Salary, on a salary continuation basis or in lump sum.
c) A sum equal to twelve (12) months of the Executive's bonus payments, calculated as follows:

a. If terminated within one year of the start date, bonus will be calculated based off the target bonus for the year;
b. If terminated within two (2) years, bonus will be calculated at the prior year's actual award;

50 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

c. If terminated after three (3) years, bonus will be calculated using an average of actual bonus awards over the past 3 years.

d) All amounts paid to the Executive shall be subject to all applicable taxes and deductions.

e) Subject to the terms of the benefit plans in which the Executive was enrolled immediately prior to the termination of his employment, the Company shall continue such benefits for the minimum period required by the Employment Standards Act. Thereafter, disability benefits will cease and the Executive will continue to be eligible to participate in their benefit plans, subject to their terms and conditions, until the date that is twelve (12) months after the date of termination.

a) Twenty-four (24) months of the Executive's then Base Salary, on a salary continuation basis or in lump sum.

b) A sum equal to Twenty-four (24) months of the Executive's bonus payments, calculated as follows:

a. If terminated within one year of the start date, bonus will be calculated based off the target bonus amount for the year;

b. If terminated within two (2) years, bonus will be calculated at the prior year's actual award;

c. If terminated after three (3) years, bonus will be calculated using an average of actual bonus awards over the past 3 years.

Executive Agreement with CFO and COO

The Company entered into an Employment Agreements with Fernando Ragone and Guy Belleau on February 13, 2024 and September 25, 2024, respectively which provides that if employment with the Company is terminated by the Company without cause, the Company shall pay to the executive:

a) All unpaid salary and vacation pay owing in respect of employment up to the date of termination.

b) Twelve (12) months of the Executive's then Base Salary, on a salary continuation basis or in lump sum.

c) A sum equal to twelve (12) months of the Executive's bonus payments, calculated as follows:

a. If terminated within one year of the start date, bonus will be calculated based off the target bonus for the year;

b. If terminated within two (2) years, bonus will be calculated at the prior year's actual award;

c. If terminated after three (3) years, bonus will be calculated using an average of actual bonus awards over the past 3 years.

d) All amounts paid to the Executive shall be subject to all applicable taxes and deductions.

c) Twenty-four (24) months of the Executive's then Base Salary, on a salary continuation basis or in lump sum.

d) A sum equal to Twenty-four (24) months of the Executive's bonus payments, calculated as follows:

51 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

a. If terminated within one year of the start date, bonus will be calculated based off the target bonus amount for the year;
b. If terminated within two (2) years, bonus will be calculated at the prior year's actual award;
c. If terminated after three (3) years, bonus will be calculated using an average of actual bonus awards over the past 3 years.

Summary of Termination Payments

The estimated incremental payments from the Company to each NEO upon termination without cause or resignation for Good Reason, assuming an event occurred on December 31, 2024 which would entitle the NEO to resign for Good Reason, are as follows:

NEO	Termination Not for Cause	Termination on a Change of Control
Anthea Bath, President and CEO
Salary and Benefits	$1,304,682	$1,304,682
Bonus	1,260,000	$1,260,000
Unvested RSUs and PSUs	-	$2,501,041
Total	$2,564,682	$5,065,723
Fernando Ragone(1), CFO
Salary and Benefits	$487,897	$975,794
Bonus	$325,500	$651,000
Unvested RSUs and PSUs	-	$698,405
Total	$813,397	$2,325,199
Guy Belleau(2), COO
Salary and Benefits	$522,936	$1,045,872
Bonus	$390,000	$780,000
Unvested RSUs and PSUs	-	$385,221
Total	$912,936	$2,211,093
Kevin Lonergan(3), SVP TS
Salary and Benefits	$401,419	$802,838
Bonus	$240,000	$480,000
Unvested RSUs and PSUs	-	$328,224
Total	$641,419	$1,611,062
Rajbir Gill, SVP CD&IR
Salary and Benefits	$401,419	$802,838
Bonus	$238,824	$477,648
Unvested RSUs and PSUs	-	$969,722
Total	$640,243	$2,250,208
Frédéric Langevin(4)
Former COO	-	-
Jonathan Singh(5)
Former Interim CFO	-	-

(1) Mr. Ragone joined as CFO of the Company on March 11, 2024.
(2) Mr. Belleau joined as COO of the Company on September 30, 2024.
(3) Mr. Lonergan joined as SVP TS of the Company on May 21, 2024.
(4) Mr. Frédéric Mercier-Langevin resigned as COO of the Company on September 29, 2024.
(5) Mr. Singh served as Interim CFO of the Company from September 12, 2023 to March 11, 2024.

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Statement of Director Compensation

The Board believes that compensation for directors should be competitive with the compensation paid to directors of comparable companies. The Compensation Committee reviews directors' compensation regularly and makes recommendations to the Board. Compensation paid to each director during fiscal 2024 is set out below under "Compensation of Directors".

Director Compensation Philosophy

The current distribution of the annual director retainer is equal to 40% in cash and 60% in equity annually, with the distribution for the Board Chair being 50% in cash and 50% in equity. Committee retainers for Chairs and members are also granted to recognize the director's additional time and efforts and are awarded solely in cash. Under the Company's 2020 Omnibus Plan, the aggregate number of Common Shares reserved for issuance under the 2020 Omnibus Plan and all other security-based compensation arrangements of Wesdome to the non-employee directors (as a group), shall not exceed 1% of the total number of Common Shares provided that the value of all awards and all other security based compensation arrangements of Wesdome issuable to any one non-employee director within any one year period shall not exceed a grant value of $150,000 in total equity (provided, however, that upon joining the Board, an initial one-time award of DSUs to a director who is not also an officer or employee of the Company, up to a maximum value of $100,000, is permissible and is not subject to the foregoing limits). Since 2018, the board no longer awards Options to directors, and instead awards DSUs as compensation for the equity component of the annual retainer. Directors may also elect to receive 100% of the director fees in equity grants. Non-executive directors are not eligible to be granted RSUs or PSUs pursuant to the 2020 Omnibus Plan.

Equity Ownership Policy

The Board has approved an Equity Ownership Policy setting out mandatory equity ownership requirements for both directors and officers of the Company. Pursuant to the Equity Ownership Policy, directors are required to satisfy mandatory equity ownership thresholds equal to four (4) years of the annual cash retainer paid to directors. For further information on the Equity Ownership Policy, please refer to the section titled the "Report on Corporate Governance Practices - Equity Ownership Policy."

Compensation of Directors

An annual retainer and fees for Board and Committee service are paid on a quarterly basis to independent and non-executive directors only. Directors are also reimbursed for reasonable expenses incurred to attend meetings. The fees paid to the Company's independent and non-executive directors are described in the table below:

Retainers – Board	Cash ($)	Equity ($)	Total
Board Chair	150,000	150,000	300,000
Board Member	80,000	120,000	200,000
Chair of the Audit Committee	15,000	N/A	15,000
Chair of the Compensation & Human Resources, Governance & Nominating and Technical, Safety & Sustainability Committees, per Chair Position	12,000	N/A	12,000
Non-Chair Member of Audit Committee	7,500	N/A	7,500
Non-Chair Member of Compensation & Human Resources Committee, Governance & Nominating and Technical, Safety & Sustainability Committees, per Committee Membership	6,000	N/A	6,000

Director Compensation Table

The following table discloses the compensation paid, directly or indirectly, by or on behalf of the Company during the previous financial year to its directors:

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Outstanding Option and Share-Based Awards

The following table discloses the particulars of the option-based awards outstanding as at December 31, 2024:

Name	Option-Based Awards				Share-Based Awards
	Securities Under Options Granted (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options(1) ($)	Number of Shares or Units of Shares that have Not Vested (#)	Market or Payout Value of Share-Based Awards that have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed(2) ($)
Louise Grondin	Nil	N/A	N/A	Nil	Nil	Nil	515,290
Charles Main(5)	Nil	N/A	N/A	Nil	Nil	Nil	-
Nadine Miller(4)	Nil	N/A	N/A	Nil	Nil	Nil	1,172,435
Warwick Morley-Jepson(8)	Nil	N/A	N/A	Nil	Nil	Nil	1,406,841
Jacqueline Ricci	Nil	N/A	N/A	Nil	Nil	Nil	261,634
Brian Skanderbeg	Nil	N/A	N/A	Nil	Nil	Nil	1,192,239
Edie Thome	Nil	N/A	N/A	Nil	Nil	Nil	783,456
Bill Washington	Nil	N/A	N/A	Nil	Nil	Nil	1,356,402
Philip Yee(9)	Nil	N/A	N/A	Nil	Nil	Nil	207,399

(1) Share-based awards include DSUs granted in 2024 and fully amortized at the grant date. The value of "Share Based Awards" is calculated using the market price of the Common Shares of the Company on the TSX as at the grant dates ($10.86, $11.29, $13.78).
(2) Directors do not receive any Option-based awards.
(3) Directors do not receive any non-equity incentive plan compensation.
(4) Directors do not receive pension benefits.
(5) Directors do not receive health and wellness benefits.
(6) Mr. Main ceased being a director on August 14, 2024.
(7) Ms. Miller ceased being a director on June 18, 2024.
(8) Mr. Morley-Jepson ceased being a director on June 18, 2024.
(9) Mr. Yee joined as a director on October 7, 2024.

Option-Based Awards

(1) Options are 'in-the-money' if the market price of the Company's shares is greater than the exercise price of the Options. The value of such Options is the product of the number of shares multiplied by the difference between the exercise price and the closing market price as at the financial year end. Options that were not vested at the financial year end are not included in this value.
(2) The "market or payout value of vested share based awards not paid out or distributed" is calculated at the closing price of the Company's Common Shares on the TSX on December 29, 2024, which was $12.91.
(3) Mr. Main ceased being a director on August 14, 2024.

(4) Ms. Miller ceased being a director on June 18, 2024.
(5) Mr. Morley-Jepson ceased being a director on June 18, 2024.
(6) Mr. Yee joined as a director on October 7, 2024.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out, for each director, the value of share-based awards vested during the year ended December 31, 2024:

Name	Option-Based Awards – Value Vested During the Year^{(1)} ($)	Share-Based Awards – Value Vested During the Year^{(2)} ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year^{(3)} ($)
Louise Grondin	-	142,707	N/A
Jacqueline Ricci	-	261,634	N/A
Charles Main^{(4)}	-	142,707	N/A
Nadine Miller^{(5)}	-	-	N/A
Warwick Morley-Jepson^{(6)}	-	-	N/A
Brian Skanderbeg	-	142,707	N/A
Edie Thome	-	142,707	N/A
Bill Washington	-	183,968	N/A
Philip Yee^{(7)}	-	207,399	N/A

(1) The "Option-based awards – Value vested during the year" is calculated using the closing price of the Common Shares of the Company on the TSX on December 31, 2024 ($12.91) less the respective exercise prices of the Options multiplied by the number of Options outstanding.
(2) The "Share-based awards – Value vested during the year" for the non-executive directors of the board represents the number of DSUs received but have not been paid out or distributed multiplied by the price of the Common Shares of the Company on the TSX on December 31, 2024 ($12.91).
(3) Directors do not receive any non-equity incentive plan compensation.
(4) Mr. Main ceased being a director on August 14, 2024.
(5) Ms. Miller ceased being a director on June 18, 2024.
(6) Mr. Morley-Jepson ceased being a director on June 18, 2024.
(7) Mr. Yee joined as a director on October 7, 2024.

Legacy Equity Compensation Plans

2017 Omnibus Plan

On June 21, 2017, Shareholders approved the Company's 2017 Omnibus Plan pursuant to which it is able to issue share-based long-term incentives. The purpose of the 2017 Omnibus Plan was to (i) develop the interest of award recipients in the growth and development of Wesdome by providing such persons with the opportunity to acquire a proprietary interest in Wesdome; (ii) attract and retain valuable Service Providers to Wesdome with a competitive compensation mechanism; and (iii) align the interests of the participants with those of Shareholders devising a compensation mechanism which encourages the prudent maximization of distributions to Shareholders and long-term growth.

Current Equity Compensation Plan

2020 Omnibus Plan

Pursuant to the 2020 Omnibus Plan, which was approved by shareholders at the Annual General Meeting of Shareholders held on June 2, 2020, the Company is able to issue share-based long-term incentives.

All "Service Providers" as defined in the 2020 Omnibus Plan are eligible to receive awards under the 2020 Omnibus Plan. The purpose of the 2020 Omnibus Plan is to (i) develop the interest of Service Providers in the growth and development of Wesdome by providing such persons with the opportunity to acquire a proprietary interest in Wesdome; (ii) attract and retain valuable Service Providers to Wesdome with a competitive compensation mechanism; and (iii) align the interests of the participants with those of Shareholders devising a compensation mechanism which encourages the prudent maximization of distributions to Shareholders and long-term growth.

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The 2020 Omnibus Plan will replace the Company's existing 2017 Omnibus Plan (as defined above) and be supplemental to our cash-based incentive compensation arrangements. The existing 2017 Omnibus Plan will remain in effect, but no further options or awards will be issued thereunder and the unallocated awards, options, rights and other entitlements thereunder will not be submitted to the Shareholders for approval at the Meeting. See also "Legacy Equity Compensation Plans".

The following summary of the 2020 Omnibus Plan is qualified in its entirety by the terms of the 2020 Omnibus Plan.

The Awards available under the 2020 Omnibus Plan include Options, RSUs, PSUs, DSUs and dividend-equivalent rights. The following limitations apply under the 2020 Omnibus Plan:

The maximum number of Common Shares issuable from treasury pursuant to Awards under the 2020 Omnibus Plan, excluding the number of Common Shares issuable pursuant to all other security-based compensation arrangements of Wesdome (being the 2017 Omnibus Plan), shall not exceed 6,500,000 Common Shares.
The maximum number of Common Shares available for issuance pursuant to the redemption of share units (i.e., RSUs, PSUs and DSUs) granted under the 2020 Omnibus Plan shall not exceed, in aggregate, 5,000,000 Common Shares.
The maximum number of Common Shares of Wesdome issuable to insiders at any time under the 2020 Omnibus Plan, and all other security-based compensation arrangements of Wesdome, shall not exceed 10% of Wesdome's total issued and outstanding Common Shares.
The maximum number of Common Shares of Wesdome issuable to insiders within any one-year period and at any time under the 2020 Omnibus Plan and all other security-based compensation arrangements, shall not exceed 10% of Wesdome's total issued and outstanding Common Shares.
The maximum number of Common Shares available for issuance pursuant to the exercise or redemption, as applicable, of Awards granted under the 2020 Omnibus Plan and awards granted under all of Wesdome's other security-based compensation arrangements in any calendar year to any one participant shall not exceed, in aggregate, 2.5% of the total issued and outstanding Common Shares.
In addition, the aggregate number of Common Shares reserved for issuance under the 2020 Omnibus Plan and all other security-based compensation arrangements of Wesdome to the non-employee directors (as a group), shall not exceed 1% of the total number of Common Shares provided that the value of all Awards and all other security based compensation arrangements of Wesdome issuable to any one non-employee director within any one year period shall not exceed a grant value of $100,000 of Options and $150,000 in total equity (provided, however, that upon joining the Board, an initial one-time award of Common Shares to a director who is not also an officer or employee of the Corporation, up to a maximum value of $100,000, is permissible and is not subject to the foregoing limitations).
Non-employee directors shall not be eligible to be granted RSUs or PSUs pursuant to the 2020 Omnibus Plan, and only non-employee directors are eligible to be granted DSUs pursuant to the 2020 Omnibus Plan.

When granting Awards under the 2020 Omnibus Plan, the Board determines the parameters of the Award and, in the case of Options, the Board determines the vesting conditions, which is typically over a period of three years. In addition, the Board determines the exercise price and the expiry date, provided that the exercise price of an Option shall be no less than the previous days' closing price of the Company's shares on the TSX, or the weighted average trading price of the Common Shares on the TSX for the five days immediately preceding the date of the grant of the Option, whichever is higher, and the term of an option shall not exceed a period of five years.

Unless otherwise determined by the Board in its sole discretion or as may otherwise be set out in the applicable Award agreement, on the payment date for cash dividends paid on Common Shares, each participant's RSU account, PSU account and/or DSU account, as applicable, shall be credited with additional RSUs, PSUs or DSUs, as applicable.

The 2020 Omnibus Plan provides for a blackout restriction period during which no Options are permitted to be exercised and no RSUs, PSUs and DSUs are permitted to be redeemed due to trading restrictions imposed by Wesdome in accordance with its trading policies affecting trades by Service Providers in Wesdome's securities. If the expiry date for an option or, in the case of RSUs, PSUs and DSUs, the redemption date, occurs during a blackout restriction period, or within 10 business days after the expiry of a blackout restriction period, the expiry date for that option or, in the case of RSUs, PSUs and DSUs, the redemption date, shall be the date that is the 10th business day after the expiry date of the blackout restriction period.

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The 2020 Omnibus Plan provides that, if a change of control occurs, the Board may provide that: (1) the successor corporation or entity will assume each award or replace it with a substitute award on terms substantially similar to the existing award; (2) the awards will be surrendered for a cash payment made by the successor corporation or entity equal to the fair market value thereof; or (3) any combination of the foregoing will occur.

If within 12 months following a change of control, and unless otherwise provided in an underlying Award Agreement or a written employment contract between the Company and a participant, a participant's service, consulting relationship, or employment with the Company or the continuing entity is terminated without cause, or the participant resigns from his or her employment as a result of either (i) a substantial diminution in the participant's authorities, duties, responsibilities, status (including officers, titles, and reporting requirements) from those in effect immediately prior to the change of control; (ii) the Company requiring the participant to be based at a location in excess of one hundred (100) kilometers from the location of the participant's principal job location or office immediately prior to a change of control; or (iii) a reduction in the participant's base salary, or a substantial reduction in the participant's target compensation under any incentive compensation plan, as in effect as of the date of a change of control, then the vesting of all Awards then held by such participant (and, if applicable, the time during which such Awards may be exercised) will be accelerated and such Participant shall have all of their Options, Deferred Share Units, Restricted Share Units or Performance Share Units, as applicable, immediately vest. In the event that an Award is subject to vesting upon the attainment of Performance Criteria, then the number of Options, Deferred Share Units, Restricted Share Units or Performance Share Units that shall immediately vest will be determined by multiplying the Award Agreement by the pro rata Performance Criteria achieved by the Termination Date.

In the event that the Board determines that any dividend or other distribution, recapitalization, share split, share dividend, reorganization or other similar corporate transactions affects the Common Shares such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2020 Omnibus Plan and any Awards granted under the 2020 Omnibus Plan, then the Board will, in any manner as it may deem equitable, subject to, if applicable, approval of the principal stock exchange on which the Common Shares are listed, adjust any or all of: (1) the number and kind of Common Shares or other securities which thereafter may be made the subject of Awards; (2) the number and kind of Common Shares or other securities subject to outstanding Awards; and (3) the fair market value or the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award.

The 2020 Omnibus Plan provides that if, prior to the expiry of any Options, a participant ceases to be a Service Provider by reason of the death or long term disability of the participant, then: (a) all outstanding unvested Options of the participant will terminate except that any Options, which would have vested within the one year period following the date of termination if the termination had not occurred, will immediately vest on termination; and (b) the outstanding and vested Options may be exercised at any time up to and including (but not after) the earlier of the date which is one year following the date of death or long term disability and the expiry date(s) of such Options. In the event that a participant ceases to be a Service Provider for any other reason, then: (a) all outstanding unvested Options of the participant shall, unless otherwise provided, immediately and automatically terminate; and (b) the outstanding vested Options may be exercised at any time up to and including (but not after) the earlier of the date which is thirty (30) days following the date of such termination, resignation or cessation of employment and the expiry date(s) of the vested Options.

If, prior to the redemption date of any PSUs or any RSUs, a participant ceases to be a Service Provider: (a) for any reason whatsoever including, without limitation, termination of his employment by his employer for cause or voluntary resignation, but excluding the circumstances described in (b) and (c) below, all PSUs and RSUs of the participant will be immediately forfeited; (b) by reason of death, long term disability, retirement from active employment or for any other reason as may be specifically approved by the Board, other than for the reasons set forth in (a) and (c), the participant (or the participant's beneficiary) will be entitled to redeem and receive payment for the PSUs and RSUs of the participant that the participant is entitled to on each applicable redemption date in accordance with the terms of the 2020 Omnibus Plan; or (c) by reason of termination of his employment without cause then the participant shall be entitled to redeem and receive payment for each PSU and RSU that the participant would be entitled to on the applicable redemption date in accordance with the terms of the 2020 Omnibus Plan provided that the redemption date falls within the notice period provided to the participant upon termination of his or her employment and, if the redemption date falls after completion of the notice period provided in connection with such termination of employment, then such PSU or RSU, as applicable, will be immediately forfeited.

No Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant otherwise than by will, by the laws of descent or by the designation of a beneficiary by a participant and any such purported assignment, alienation, pledge, attachment, sale or other transfer or encumbrance will be void and unenforceable against Wesdome or any affiliate.

The 2020 Omnibus Plan specifies certain types of amendments which may, subject to applicable laws and regulatory approval, be made without Shareholder approval, including amendments to the 2020 Omnibus Plan and to an Award granted thereunder that are of a "housekeeping" nature or are a change to the termination provisions of Options which

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does not entail an extension beyond the original expiry date. However, notwithstanding any other provision of the 2020 Omnibus Plan or any Award agreement, without the approval of the Shareholders, no amendment can be made that would, among other things: (i) increase the total number of Common Shares available for Awards under the 2020 Omnibus Plan, subject to certain permitted adjustments; (ii) reduce the exercise price or extend the term of any Award; (iii) have the effect of cancelling any Awards and concurrently reissuing such Awards on different terms; (iv) remove or exceed the insider participation limits in the 2020 Omnibus Plan; (v) modify or amend the limitations on Awards issuable to directors of the Corporation who are not officers or employees of the Corporation; (vi) increase limits imposed on the participation of directors that are not officers or employees of Wesdome; (vii) otherwise cause the 2020 Omnibus Plan to cease to comply with any tax or regulatory requirement; (viii) have the effect of amending the amendment provision in the 2020 Omnibus Plan; (ix) modify or amend the provisions of the 2020 Omnibus Plan in any manner which would permit Awards, including those previously granted, to be transferable or assignable in a manner otherwise than as provided for by the 2020 Omnibus Plan; or (x) change the eligible Service Providers under the 2020 Omnibus Plan which would have the potential of broadening or increasing insider participation.

The 2020 Omnibus Plan also includes "clawback/recoupment" provisions in the event of intentional misconduct, illegality, gross negligence or fraud resulting in a material restatement of the Company's financial results, and also provides that no participant may enter into any transaction that has the effect of offsetting the economic value of any direct or indirect interest of a participant in any Awards issued pursuant to the 2020 Omnibus Plan and/or any Common Shares of the Company owned by such Participant (including, without limitation, through the purchase of prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of Awards granted to such insiders or otherwise held directly or indirectly by such participants).

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets out, as at December 31, 2024, information regarding outstanding share-based awards granted by the Company under the 2017 Omnibus Plan and the 2020 Omnibus Plan.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Option or Share Unit Award	Weighted Average Exercise Price of Outstanding Options	Number of Shares Remaining Available for Issuance Under Equity Compensation Plans
Equity compensation plans approved by Shareholders -2017 Omnibus Plan(1)	96,278 Options	$8.67 for Options
	Nil RSUs		Nil
	Nil PSUs 200,402 DSUs	N/A for Share Units
Equity compensation plans approved by Shareholders -2020 Omnibus Plan(2)	1,056,734 Options	$9.95 for Options
	169,685 RSUs		2,361,504
	348,511 PSUs	N/A for Share Units
	333,734 DSUs
Equity compensation plans not approved by Shareholders	Nil	Nil	Nil
Totals (Options)	1,153,012	9.84
Totals (Share Units)	1,052,332	N/A for Share Units	2,361,504(3)

(1) Approved by the Board on May 3, 2017 and by Shareholders at the 2017 Annual General and Special Meeting on June 21, 2017.
(2) Approved by the Board on April 20, 2020 and by Shareholders at the 2020 Annual General and Special Meeting on June 2, 2020.
(3) The Company has 2,361,504 securities remaining available for issuance under the 2020 Omnibus Plan as at December 31, 2024.

Burn Rate

During the years ended December 31, 2022, December 31, 2023 and December 31, 2024, the Company's annual burn rate with respect to the awards granted under the 2017 and 2020 Omnibus Equity Incentive Plans was 0.42%, 0.96% and 0.85% respectively. The burn rate is calculated in accordance with section 613(p) of the TSX Company manual, of each of the Company's security-based arrangements for the three most recently completed fiscal years. The burn rate is equal to the total number of securities (Stock Options, RSUs, PSUs and DSUs) granted under the plan during the applicable fiscal year subject to the 2017 and 2020 Omnibus Plans divided by the weighted average number of Common Shares of the Company outstanding as of December 31, 2024. The Company's future burn rate under the 2017 and 2020 Omnibus Equity Incentive Plans is subject to change from time to time, based on the number of Awards granted and the total number of Common Shares issued and outstanding.

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Dilution

The following table sets out the overhang and dilution percentages in respect of Options for the fiscal years ended 2024, 2023 and 2022:

	2024	2023	2022
Burn Rate
The burn rate is equal to the total number of securities (Stock Options, RSUs, PSUs and DSUs) granted under the plan during the applicable fiscal year subject to the 2017 and 2020 Omnibus Plans divided by the weighted average number of Common Shares of the Company outstanding as of December 31, 2024.	0.85%	0.96%	0.42%
Burn Rate - Options Only
The burn rate – options only is equal to the total number of Stock Options granted under the plan during the applicable fiscal year subject to the 2017 and 2020 Omnibus Plans divided by the weighted average number of Common Shares of the Company outstanding as of December 31, 2024.	0.50%	0.59%	0.28%
Dilution
Options issued but not exercised, expressed as a percentage of issued and outstanding Common Shares of the Company at the end of the fiscal year.	0.8%	1.0%	1.0%
Overhang
The total number of Options available for issuance, plus all Options outstanding that have not yet been exercised, expressed as a percentage of the total number of issued and outstanding Common Shares of the Company at the end of the fiscal year.	2.3%	3.5%	4.5%

Indebtedness of Directors and Executive Officers

No individual who is, or at any time during the most recently completed financial year of the Company was, a director, executive officer, employee or former director, executive officer or employee of the Company or any of its subsidiaries, nor any proposed nominee for election as a director of the Company, nor any associate of any one of them:

a) is, or at any time since the beginning of the most recently completed financial year of the Company has been, indebted to the Company or any of its subsidiaries; or
b) was indebted to another entity, where such indebtedness is, or was at any time during the most recently completed financial year of the Company, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

Interest of Management and Insiders in Material Transactions

No person who is, or at any time during the most recently completed financial year of the Company was, a director or executive officer of the Company nor any proposed nominee for election as a director of the Company or any of their associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

No informed person of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director had any material interest in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

Contacting the Board

Interested parties may contact the Board directly in writing, as follows:

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Chair of the Board
Attention: Vice President, General Counsel and Corporate Secretary
Wesdome Gold Mines Ltd.
220 Bay Street, Suite 1200
Toronto, Ontario Canada M5J 2W4

Additional Information

Additional information relating to the Company can be found on SEDAR+. Financial information is provided in the Company's comparative consolidated financial statements and MD&A for its most recently completed financial year, which have been filed on SEDAR+. Shareholders may also contact the Company by telephone at 416-360-3743, by mail to the Company's administrative office at 220 Bay Street, Suite 1200, Toronto, Ontario, M5J 2W4 or by e-mail at [email protected] to request copies of these documents.

Approval

The contents and the sending of this Circular to Shareholders of the Company have been approved by the Board.

DATED at Toronto, Ontario on April 16, 2025.

By Order of the Board of Directors

"Bill Washington"

Bill Washington
Interim Chair of the Board

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Schedule A - Mandate of the Board of Directors

PERSONAL AND EMPLOYER SCHEDULE

WESDOME GOLD MINES LTD.

Mandate of the Board of Directors

PURPOSE

The fundamental responsibility of the Board of Directors (the "Board") of Wesdome Gold Mines Ltd. (the "Company") is to provide stewardship and governance over the management of the Company with the objective of enhancing the long-term value of the Company's assets and maximizing share value. This is done in context of the requirements under the Company's incorporating documents, applicable law and regulatory authorities' rules and regulations.

For the purposes of this Mandate of the Board of Directors, the definition of Company shall also include any Subsidiaries, as such term is defined in the Business Corporations Act (Ontario).

ROLE AND ACCOUNTABILITY

The Board's role is to set direction, assign responsibility to management for achievement of that direction, define executive limitations, and monitor performance against those objectives and executive limitations. In fulfilling this role, the Board will regularly review objectives to ensure that they continue to be responsive to the changing business environment in which the Company operates. In addition, the Board will analyze and prioritize risks the Company may face in light of their likelihood and potential impact.

The Board is accountable to the Company's shareholders and has a duty to act honestly and in good faith with a view to the best interests of the Company.

COMPOSITION AND MEMBERSHIP

The Board is elected by the shareholders of the Company at the Company's annual meeting of shareholders.

The Board shall be comprised of that number of directors as shall be determined from time to time by the Board, in accordance with the Company's articles of incorporation, bylaws and applicable laws.

At least a majority of Board members shall be independent directors as defined from time to time under applicable legislation and the rules of any stock exchange on which the Company's securities are listed for trading.

QUORUM

A majority of the Directors of the Board shall constitute a quorum. No business may be transacted by the Board except at a meeting of Directors at which a quorum of the Board is present, or by unanimous written consent.

MEETINGS AND PROCESS

The Board shall meet at least four times annually, or more frequently as circumstances require. Meetings of the Board may be held in person and/or by telephone or video conference. Directors shall be provided with a minimum of 48 hours' notice of meetings. The notice period may be waived by each individual Director.

The Board Chair, if present, will act as the chair of meetings of the Board and shall establish the agenda of the meeting and, where possible, ensure that materials are circulated sufficiently in advance to provide adequate time for review prior to the meeting.

The Board may ask members of management or others to attend meetings or to provide information as necessary.

In order to properly carry out its responsibilities, the Board may retain outside consultants.

At each meeting of the Board, there shall be an in camera session of only the independent Directors.

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RELATIONSHIP WITH THE CHIEF FINANCIAL OFFICER (THE "CFO")

The CFO is indirectly accountable to the Audit Committee and is responsible for the timeliness and integrity of the financial reporting and information presented to the Board. Board-related responsibilities of the CFO will also include acting as the chief advisor to the Audit Committee of the Board.

RELATIONSHIP WITH THE CORPORATE SECRETARY

The Corporate Secretary is accountable to the Board and is responsible for the integrity of i) the Company's corporate records; and ii) the Company's governance framework. Board-related responsibilities of the Corporate Secretary will also include acting as the chief advisor to the Board on matters of corporate governance.

DUTIES AND RESPONSIBILITIES

Strategic Goals, Performance Objectives and Operational Policies Based on the Best Interest of the Company

Approve both long-term and short-term vision and strategic plans.
Review and approve, at least annually, management's operational plans to ensure they are consistent with long-term and short-term vision and strategic plans.
Approve strategic and operational policies within which management will operate in relation to: acquisitions, risk management, relationships with significant shareholders, and reporting information and determine what, if any, executive limitations may be required in the exercise of the authority delegated to management.
Conduct a regular review of the operational and capital resources required to implement the Company's business strategy, as well as the regulatory, environmental, social, cultural or governmental constraints on the business.

Business Performance Monitoring

Monitor business performance against both short-term and long-term strategic plans, annual performance targets, compliance with Board policies and the effective management of risk.
Consider the recommendation of the Audit Committee, approve major changes to the Company's accounting principles, policies and practices as suggested by the independent auditors.
Consider the recommendation of the Audit Committee, approve the retention of or any discharge of auditors should circumstances warrant.

Supervision over Senior Management, Compensation and Succession Planning

Approve the appointment of the Chief Executive Officer ("CEO") and delegate to the CEO the authority to manage and supervise the business of the Company and to do so in a way that promotes an environment of integrity.
Approve the position description for the CEO that includes the roles and responsibilities of the CEO, including corporate goals and objectives that the CEO has responsibility for meeting, and the basis upon which the CEO is to interact with and report to the Board. At least annually, with the assistance of the Compensation and Human Resources Committee, review this position description and such goals and objectives.
Approve the appointment of executive management with complementary skills and expertise to ensure that the Company is supported by an appropriate organizational structure for the sound management of the business and affairs of the Company.
Considering the recommendation of the Compensation Committee, approve the Company's compensation model, policies and equity incentive plans for the CEO and executive management.

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Review and approve annual performance expectations and corporate goals and objectives for the CEO and executive management, ensuring they are linked appropriately to business performance as well as market conditions.
Review the performance of the CEO and approve the annual compensation of the CEO on the recommendation of the Compensation and Human Resources Committee.
Review the performance of executive management and approve the annual compensation for executive management on the recommendation of the Compensation and Human Resources Committee and the CEO.
Approve all equity-based awards and applicable vesting terms in accordance with the provisions of respective equity plans approved by the board and shareholders, from time to time.
To the extent feasible, satisfy itself as to the integrity of the CEO and executive management, and that the CEO and executive management create a culture of integrity throughout the organization.
Approve policies and practices to enable the Company to attract, develop and retain the human resources required to implement the Company's business strategy including a review of leadership development and talent management activities.
At least annually, review, with the assistance of the Governance and Nominating Committee and the Compensation Committee, succession plans for the Chair of the Board, the CEO and executive management of the Company.
Review and approve share ownership guidelines for the CEO and senior executives, if applicable.
Review and approve CEO expenditures and other actions or transactions falling outside of approved authorization limits.
Review and approve significant outside Board appointments and public service commitments by the CEO.

Risk Management (Tolerance, Identification and Monitoring)

Receive presentations and other information to understand the significant and emerging risks to which the Company is exposed. This includes identifying reputation and legal risks associated with operations, material risks and emerging risk issues and trends.
Monitor, at least annually, the Company's risk management performance and obtain reasonable assurance that the Company's risk management policies for significant risks are being adhered to.
Review and approve significant risk management policies and procedures recommended by the Company's management, and review periodically, but at least once a year, the management programs related thereto to oversee compliance with such policies and procedures.
Incidental to the Board's overall responsibility for risk policies and procedures, review and approve internal control policies and the effectiveness of internal control procedures, with consideration to the recommendations of the Audit Committee.
Review and approve any other matters required by regulators from time to time.

Effective Communications

Ensure that effective communication is in place between the Board and the Company's shareholders and other stakeholders; however, primary responsibility for communications with shareholders is shared between the CEO and the Board Chair.
Ensure that the financial performance of the Company is reported to shareholders on a timely, regular and non-selective basis.
Ensure that there are measures in place for receiving feedback from stakeholders.

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Corporate Governance

Set the tone for the integrity, ethics and corporate culture throughout the Company and ensure that the appropriate structures and programs are in place to meet and maintain the highest rules of ethics, compliance and conduct.
Establish an appropriate system of corporate governance and corporate governance practices and principles, including practices to facilitate the Board's independence.
Review and approve changes to corporate governance policies associated with ensuring an effective system of corporate governance.
Approve procedures relating to the conduct of the Company's business and the fulfilment of the responsibilities of the Board. These processes may include those related to the conduct of directors, Board meeting procedures, meeting agenda formulation, management reporting, and evaluation of Board, Board Chair, Board committee, committee chair and individual Director performance.
Confirm that management processes are in place to address and comply with applicable regulatory, corporate and securities requirements.
With consideration to the composition guidelines set out in each of their mandates and the recommendation of the Board Chair, the independent members of the Board shall appoint the members and Chairs of the Board's committees annually or as needed to fill vacancies.
With consideration to recommendations made by the Governance and Nominating Committee, establish or disband Board committees and if appropriate, approve changes to committee charters. The Board may delegate certain functions to these committees and notwithstanding such delegation, the Board retains its oversight function and ultimate responsibility for these delegated functions.
Approve the necessary and desirable competencies of directors, including the development of a skills matrix identifying the key attributes of director nominees.
Approve candidates for appointment or nomination to the Board.
Ensure that all new directors receive a comprehensive orientation and that there are ongoing educational opportunities for directors.
Clarify and communicate the expectations and responsibilities of individual directors
Review and approve shareholder proposals to be presented at the shareholder meetings, if any.
Review and approve any changes to director compensation.
Approve any recommendations regarding a change in the size of the Board.
Annually, with the assistance of the Board Chair and the Governance and Nominating Committee, conduct an evaluation of the Board, Board Chair, Board committees, committee chair and individual director performance.
Appoint a Corporate Secretary with the required skills and expertise to ensure the integrity of the Company's corporate records and governance framework, and supervise the performance of the Corporate Secretary.
Ensure that a recording secretary is selected for each meeting of the Board and that minutes of meetings are recorded and maintained in the corporate records of the Company.
Annually, with the assistance of the Board Chair and the Governance and Nominating Committee, review and assess the adequacy of this Mandate and, as necessary, revise the Mandate.

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Other

Approve disclosure documents required to be approved by the Board under securities laws, regulations or the rules of any applicable stock exchange, including annual and quarterly financial reports, the management information circular, the annual information form and all material press releases.
Review and approve all material transactions not in the ordinary course of business.
Receive any reports on any departures from the Code of Business Conduct and Ethics or other related information.
Retain accounting, legal, consulting or other expert advice from a source independent of management, at the expense of the Company, as it may from time to time deem necessary or advisable for its purposes.

REVIEW AND APPROVAL

The Governance and Nominating Committee shall review annually this Policy and recommend appropriate changes to the Board.

CONTACT DETAILS

If you have any questions or concerns regarding this Mandate, please contact the VP, General Counsel & Corporate Secretary via email at [email protected].

Dated: November 6, 2024

Approved by: Board of Directors

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Schedule B – Audit Committee Charter

Wesdome Gold Mines Ltd.

Audit Committee Charter

PURPOSE

The Board of Directors of Wesdome Gold Mines Ltd. (the “Company”) has established an audit committee consisting of board members (the “Audit Committee”). The primary function of the Audit Committee is to assist the board of directors of the Company (the “Board”) in fulfilling its oversight responsibilities.

ROLE

The Committee’s primary function is to assist the Board in fulfilling its oversight responsibilities, including:

Serving as an independent and objective party to monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance, and disclosure controls and procedures.
Making recommendations to the Board as needed regarding the Company’s internal control and management information systems.
Monitoring the independence and performance of the Company’s independent auditors.
Facilitating communication among the independent auditors, management and the Directors.
On a regular basis, reviewing with management and, if appropriate, making recommendations for approval of the Board in respect of risk management.
Providing oversight to the enterprise risk management system, policies and practices that establish an appropriate framework for identifying and understanding significant and emerging risks, and for making risk management decisions, and ensuring the enterprise risk management system is designed, understood, implemented and updated by management. This includes both internal and external risks to which the Company is subject, including without limitation, risks associated with tax, insurance, accounting, cybersecurity, information services and systems, financial controls and management reporting.
Providing guidance and assistance to the Board on matters relating to business planning, investment and capital raising opportunities.
Encouraging continuous improvement of, and fostering adherence to, the Company’s policies, procedures and practices at all levels.
Reviewing and recommending for approval by the Directors, the quarterly and annual financial results of the Company, corresponding press releases and statutory filings, as well as all MD&A’s and Annual Information Forms.
Establishing and providing oversight to a procedure for the receipt, retention and treatment of complaints received by the Company including, but not limited to, accounting, internal accounting controls, or auditing matters.
Establishing a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Utilizing its authority to conduct any investigation appropriate to fulfilling its responsibilities through direct access to the independent auditors as well as anyone in the organization.

COMPOSITION AND MEMBERSHIP

The independent members of the Board will appoint annually the members of the Committee. The Members will be appointed to hold office until the next annual general meeting of shareholders of the Company or until their successors are appointed.

The Committee will consist of at least three directors, all of whom shall be independent non-executive directors, free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee.

All members of the Committee shall have a sound understanding of the nature and significance of the types of risks faced by the Company.

In addition to meeting the definition of independence and being "financially literate" within the meaning of Multilateral Instrument 52-110, all members shall meet the requirements, if any, for members of audit committees under applicable law and the rules of any stock exchange on which the Company's securities are listed for trading.

The Board will appoint one of the Members to act as the Chair of the Committee (the "Chair").

MEETINGS AND PROCESS

The Committee shall meet at least four times annually, or more frequently as circumstances require. Meetings of the Committee will be held at such times and places as the Chair may determine, and may be held in person, by telephone, and/or by video conference. At each meeting of the Committee, there shall be an in camera session of only the independent members, if applicable.

A majority of the members of the Committee shall constitute a quorum. Members shall be provided with a minimum of 48 hours' notice of meetings. The notice period may be waived by a quorum of the Committee. No business may be transacted by the Committee except at a meeting of its Members at which a quorum of the Committee is present, or by a unanimous written consent.

The Committee Chair, if present, will act as the chair of meetings of the Committee and shall establish the agenda of the meeting and, where possible, ensure that materials are circulated sufficiently in advance to provide adequate time for review prior to the meeting. The Committee Chair will appoint a Recording Secretary at each meeting. The Secretary will keep minutes of each meeting, which will be distributed in advance of subsequent meetings for Committee approval.

The Committee may delegate work to one or more of its members, and such members must report to the Committee at its next scheduled meeting or as otherwise mandated. In order to properly carry out its responsibilities, the Committee may retain outside consultants upon the approval of the Board Chair.

The Committee shall have access to officers and employees of the Company, its auditors, legal counsel and to such information respecting the Company as it considers necessary or advisable in order to perform its duties and responsibilities.

The Audit Committee will meet privately in executive session at least annually with management and the independent auditors (without management present) to discuss any matters that the Committee or each of these groups believe should be discussed. In addition, the Committee will communicate with management quarterly to review the Company's financial statements. The Committee shall report its discussions to the Board at the next Board meeting.

RELATIONSHIP WITH THE CHIEF FINANCIAL OFFICER (THE "CFO")

DUTIES AND RESPONSIBILITIES

Oversight of Financial Reporting

Review the Company's annual audited and interim financial statements, MD&A and annual and interim earnings press releases prior to filing or distribution, as well as the independent auditors' reports thereon, as applicable, and recommend the approval of such financial statements, MD&A and press releases by the Directors if advisable.

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Ensure that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from financial statements, other than the public disclosure in financial statements, MD&A and annual and interim earnings press releases, and periodically assess the adequacy of those procedures.
Consider the independent auditors' judgements about the quality and appropriateness, not just the acceptability, of the Company's accounting principles and financial disclosure practices, as applied in its financial reporting.
Consider and recommend to the Board if appropriate, major changes to the Company's accounting principles, policies and practices as suggested by the independent auditors or management and ensure that the auditors' reasoning is described in determining the appropriateness of changes in accounting principles, policies and disclosures.
In consultation with the management and the independent auditors, consider the integrity of the Company's financial reporting processes and controls, and disclosure controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors together with management's responses.
Review any significant disagreements among management and the independent auditors in connection with the preparation of the financial statements and the Company's financial reporting and oversee the resolution of such disagreements.
Review with financial management and the independent auditors, if applicable, the Company's quarterly financial results prior to the release of earnings and/or the Company's quarterly financial statements prior to filing or distribution.
Discuss any significant changes to the Company's accounting principles applied in respect of such quarterly financial statements.
Review treasury and taxation matters.
Review related party transactions to ensure they reflect legal and regulatory requirements and report to the Board on all such transactions, if any, each quarter.

Oversight of Internal Controls

Review and assess the adequacy and effectiveness of the Company's system of internal control over financial reporting (ICOFR) and related management information systems through discussions with management, the internal auditor and the external auditor.
Oversee system of internal control, by:
Monitoring and reviewing policies and procedures for internal accounting, internal audit, financial control and management information;
Consulting with the external auditor regarding the adequacy of the Company's internal controls;
Reviewing with management its philosophy with respect to internal controls and, on a regular basis, all significant control-related findings together with management's response; and
Obtaining from management adequate assurances that all statutory payments and withholdings have been made.
Oversee investigations of alleged fraud and illegality relating to the Company's finances.
Review with management the effectiveness of procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, and for the protection from retaliation of those who report such complaints in good faith.

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Review and address as required, all complaints received by the Company regarding accounting, internal accounting controls (ICOFR), or auditing matters.
Review the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Oversight of Risk Management

The Committee shall, at least annually, review the processes in place to ensure that areas of risk for the Company are properly defined and managed and that any area of risk oversight delegated to a Board committee is appropriately delegated and addressed in the committee's mandate.
At least annually, review policies and practices to control significant risks.
With the support of other Board committees as appropriate, review quarterly reporting related to specific areas of the Company's financial, legal, operational or other risk.

Code of Business Conduct and Ethics

As appropriate, refer alleged breaches of the Code of Business Conduct and Ethics received by the Committee to the Governance and Nominating Committee.
Administer the Code of Business Conduct and Ethics and Whistleblower Policy, including the review of requests for waivers from the Code of Conduct requested by directors or senior executives and determination of whether to grant such waivers.

External Auditors

a. The external auditors of the Company shall report directly to the Committee and the Directors and ultimately accountable to them. The Committee will:

Review the independence and performance of the auditors and annually recommend to the Directors the appointment of the independent auditors for election by the Company's shareholders or recommend to the Board any discharge of auditors when circumstances warrant.
As part of its external auditor oversight responsibilities, together with management, conduct an annual assessment of the auditors and every 5 years, a comprehensive assessment of the auditors, as recommended by the Canadian Public Accountability Board.
Review and recommend for approval to the Board the fees and other significant compensation to be paid to the independent auditors.

b. Pre-approve auditing services (including the provision of comfort letters in public or private offerings) and other non-audit services to be provided by the audit firm other than in respect of minor taxation advisory services.

c. Review the independent auditors' audit plan and discuss the auditors' scope with reference to Part One of the Policy on the Scope of Services of the Auditor and Hiring Practices for the Auditor Engagement Team (Appendix A to this Mandate), staffing, materiality, locations, reliance upon management and their general audit approach.

d. Discuss with the external auditor any significant changes required in the approach or scope of their audit plan, management's handling of any proposed adjustments identified by the external auditor, and any actions or inactions by management that limited or restricted the scope of their work.

e. Review, in the absence of management, the results of the annual external audit, the audit report thereon and the auditor's review of the related MD&A, and discuss with the external auditor the quality of accounting principles used, any alternative treatments of financial information that have been discussed with management, the ramifications of their use and the auditor's preferred treatment, and any other material communications with management.

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f. Review all other material written communications between the external auditor and management, including the post-audit management letter containing the recommendations of the external auditor, management's response.

g. Review any other matters related to the external audit that are to be communicated to the Committee under generally accepted auditing standards.

h. Review with management and the external auditor any correspondence with regulators or governmental agencies, employee complaints or published reports that raise material issues regarding the Company's financial statements or accounting policies.

i. Consider the tenure of the lead audit partner on the engagement and review and confirm the independence of the external auditor.

j. Periodically review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company, with reference to Part Two of the Policy on the Scope of Services of the Auditor and Hiring Practices for the Auditor Engagement Team (Appendix A to this Mandate).

Ethical, Legal and Other Compliance

a. As appropriate, refer alleged breaches of the Code of Business Conduct and Ethics received by the Committee to the Governance and Nominating Committee.

b. Review as needed with the Company's counsel, any legal matters that could have a significant impact on the Company's financial statements or compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

c. Perform any other activities consistent with this Charter, the Company's by-laws and governing law, as the Audit Committee or the Directors deem necessary or appropriate.

Other Audit Committee Responsibilities

a. Describe in the Company's annual regulatory filings, the Committee's composition and responsibilities and how they were discharged.

b. Ensure regulatory documents meet reporting obligations under Multilateral Instrument 52-110.

c. Annually review the Committee's agenda and mandate and report recommended changes to the Board.

d. Annually conduct a self-assessment of the Committee's performance.

e. Perform such other duties as may be assigned to it by the board of as the Committee shall deem appropriate from time to time, or as may be required by applicable regulatory authorities or legislation.

REVIEW AND APPROVAL

The Governance and Nominating Committee shall review annually this Charter and recommend appropriate changes to the Board.

CONTACT DETAILS

If you have any questions or concerns regarding this Policy, please contact the VP, General Counsel & Corporate Secretary via email at [email protected].

Dated: November 6, 2024

Approved by: Board of Directors

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APPENDIX A

Policy on the Scope of Services of the Auditor and Hiring Practices for Auditor Engagement Team

Wesdome Gold Mines Ltd. (the "Company") has established parameters for the engagement of the Auditor consistent with the Company's corporate governance expectations and applicable law. These parameters cover all work that might be performed by the Auditor through engagements with the Company.

Definition of Auditor

The term Auditor refers to the firm of accountants that is appointed to perform the audit of the financial statements of the Company.

Part One - Scope of Work and Authorization Standards

All work performed by the Auditor for the Company will be pre-approved by the Audit Committee. The Audit Committee may delegate authority to pre-approve such work to any one member of the Audit Committee, provided that any work so pre-approved must be ratified by the full Audit Committee at the next meeting of the Audit Committee.

The Audit Committee will update the list of "pre-approved services" in respect of the Auditor and add any services that are recurring or otherwise reasonably expected to be provided. In addition, any specific services from this list for which the Auditor is engaged, where the aggregate fees are estimated to be less than or equal to $10,000, will be submitted to the Chief Financial Officer for approval. The Chief Financial Officer will notify the Chief Executive Officer and Chair of the Audit Committee of the service being engaged immediately. The Audit Committee will be subsequently informed at each regular meeting of the services on the "pre-approved services" list for which the Auditor has been actually engaged since the previous meeting. Any additional requests for pre-approval for services not on the "pre-approved services" list or where the aggregate fees are in excess of $10,000, will be addressed on a case-by-case specific engagement basis.

In the event that a non-audit service is provided by the Auditor that was not recognized at the time of the engagement to be a non-audit service, such service must be brought to the attention of the Audit Committee or its delegate for approval.

The Auditor will only perform audit, audit-related and tax work. Definitions of "audit", "audit-related" and "tax work" are included below.

Categories of Work	Examples of Services
Audit	All services performed to comply with Generally Accepted Auditing Standards or International Financial Reporting Standards, as applicable.
Audit-related Services	Assurance and related services performed by the
Auditor that are reasonably related to the audit or review of financial statements, including among others:
• employee benefits plan audits;
• due diligence related to mergers and acquisitions;
• accounting consultations and audits in connection with acquisitions;
• internal control reviews;
• attest services not required by statute or regulation; and
Tax Work	All services performed by professional staff in the Auditor's tax division, except for those services related to the audit. Tax fees typically include:

tax compliance;
tax planning; and

Annually, when the Auditor presents its audit plan for the year, the Audit Committee will pre-approve other proposed services the Auditor has been asked to provide in relation to the current fiscal year. Services outside of these annual activities will be brought to the Audit Committee for approval.

The Audit Committee may approve exceptions to paragraph (3) above when it determines that such an exception is in the overriding best interests of the Company and it is determined that such an exception does not impair the independence of the Auditor. However, certain non-audit activities are generally prohibited and generally will not be considered for exception from this policy. These non-audit activities include:

bookkeeping or other services related to the accounting records or financial statements of the Company;
financial information systems design and implementation;
appraisal or valuation services, fairness opinions, or contributions-in-kind reports;
actuarial services;
internal audit outsourcing services;
management functions or human resources;
broker or dealer, investment advisor, or investment banking services;
legal services;
expert services unrelated to the audit; and
forensic accounting.

Part Two - Hiring Practices for the Auditor Engagement Team

Purpose - The purpose of this policy is to outline the restrictions and circumstances relating to the hiring practices of the Auditor engagement team.

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Schedule C – Change of Auditor Reporting Package

NOTICE OF CHANGE OF AUDITOR

TO: Grant Thornton LLP, Chartered Professional Accountants

AND TO: Ernst & Young LLP, Chartered Professional Accountants

Wesdome Gold Mines Ltd. (the "Corporation") has determined not to renew its engagement with Grant Thornton LLP, Toronto, Ontario (the "former auditor") as auditor of the Corporation. Pursuant to Section 149(3) of the Business Corporations Act (Ontario), the board of directors of the Corporation has filled the vacancy in the office of the auditor and has appointed Ernst & Young LLP, Toronto, Ontario (the "successor auditor") as the Corporation's auditor until the close of the next annual general meeting of shareholders of the Corporation (the "Meeting").

The change of auditor was recommended by the audit committee (the "Audit Committee") of the board of directors of the Corporation (the "Board") to the Board as a result of a comprehensive review process resulting in a formal request for proposal being tendered to qualifying accounting firms. Following its review of the requested submissions, the Audit Committee presented its recommendations to the Board. Pursuant to a resolution approved on April 15, 2025 the Board resolved not to renew the engagement of the former auditor as the Corporation's auditors and to engage the successor auditor as auditors of the Corporation to hold office until the Meeting, at which time the successor auditor will be proposed for appointment as auditor of the Corporation;

In accordance with National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"), the Corporation reports that:

the former auditor will not be proposed to shareholders at the Meeting for reappointment;
it is expected that the successor auditor will be proposed to shareholders at the Meeting for appointment;
there were no reservations in the former auditor's reports in connection with audits of the consolidated financial statements for the two most recently completed fiscal years of the Corporation. There have been no further audits of financial statements subsequent to the most recently completed fiscal year and preceding the date of expiry of former auditor's term of office; and
there are no "reportable events" as such term is defined in NI 51-102.

The change of auditor and appointment of the successor auditor was approved by the Audit Committee and the Board.

DATED this 16th day of April, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) "Fernando Ragone"

Fernando Ragone

Chief Financial Officer

Wesdome Gold Mines Ltd. 2025 Management Information Circular

Doane Grant Thornton LLP

April 16, 2025

To: British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities Service Newfoundland and Labrador
Northwest Territories Securities Office
Nunavut Securities Office
Office of the Superintendent of Securities (Yukon Territory)

Re: Notice of Change of Auditor – Wesdome Gold Mines Ltd.

As required by subparagraph (5)(a)(ii) of section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of Wesdome Gold Mines Ltd. dated April 16, 2025 (the “Notice”) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice in as far as they relate to us.

Based on our knowledge of such information at this time, we agree with the statements made in the Notice.

Yours sincerely,

Doane Grant Thornton LLP

Share Grant Thornton LLP

Chartered Professional Accountants, Licensed Public Accountants
Toronto, Ontario

Audit • Tax • Advisory
Grant Thornton LLP, A Canadian Member of Grant Thornton International Ltd
75 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

Building a better working world

Ernst & Young LLP

EY Tower

100 Adelaide Street West, P.O. Box 1

Toronto, ON M5H 0B3

Tel: +1 416 864 1234

Fax: +1 416 864 1174

ey.com

April 16, 2025

British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities Service Newfoundland and Labrador
Northwest Territories Securities Office
Nunavut Securities Office
Office of the Superintendent of Securities (Yukon Territory)
Dear Sirs/Mesdames:

Re: Wesdome Gold Mines Ltd.
Change of Auditor Notice dated 2025/04/16

Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.

Yours sincerely,

Ernst & Young LLP

Chartered Professional Accountants
Licensed Public Accountants

cc: The Board of Directors, Wesdome Gold Mines Ltd.

76 | Wesdome Gold Mines Ltd. 2025 Management Information Circular

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Wesdome Gold Mines Ltd. — Proxy Solicitation & Information Statement 2025

42588_rns_2025-04-16_49474fb0-7e16-46f7-a114-644e17d9bc59.pdf

Management Information

Circular

Notice of Annual General Meeting of Shareholders

TABLE OF CONTENTS

A Letter from the Chair

Wesdome Gold Mines Ltd.

Management Information Circular

General Information Respecting the Meeting

Notice-and-Access

Electronic Delivery

Solicitation of Proxies

Appointment, Revocation and Deposit of Proxies

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

Revocation of Proxies

Virtual Meeting

Attending and Participating at the Virtual Meeting

Voting at the Virtual Meeting

Appointment of Proxies for the Purpose of Attending and Participating at the Virtual Meeting

Interest of Certain Persons in Matters to be Acted Upon

Record Date, Voting Securities and Principal Holders

Record Date

Voting Securities

Principal Holders

Advance Notice Requirements

Business of the Meeting

Presentation of Financial Statements

Appointment of Auditor

Election of Directors

Majority Voting Policy

About the Directors

Anthea Bath

Edward Dowling

Securities Held

Other Public Directorships

Louise Grondin

Jacqueline Ricci

Independent Director

Securities Held

Other Public Directorships

Brian Skanderbeg

Securities Held

Other Public Directorships

Edie Thome

Bill Washington

Securities Held

Philip Yee

Footnotes

Director and Officer Common Share Ownership

Corporate Cease Trade Orders

Bankruptcies, Penalties or Sanctions

Say on Pay Advisory Resolution

Independence

Accountability

Transparency

Governance Practices

The Board of Directors

In Camera Sessions

Board Mandate

Independence of Directors

Director Interlocks and Familial Relationships

Board Chair

Position Descriptions

Board Committee Composition

Board Committees

2024 Audit Committee

2024 Compensation and Human Resources Committee

2024 Governance and Nominating Committee

2024 Technical, Safety and Sustainability Committee

Nomination of Directors

Board Skills Matrix

Wesdome Gold Mines Board of Directors: Skills, Experience and Expertise Matrix

Director Candidate "Evergreen" List

Diversity

Diversity in Senior Management

Board Refreshment and Director Tenure

Wesdome Gold Mines Ltd. Proxy Solicitation & Information Statement 2025