Western Gold Exploration Ltd. — Proxy Solicitation & Information Statement 2021

Sep 29, 2021

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WESTERN GOLD EXPLORATION LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON OCTOBER 21, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

DATED: SEPTEMBER 16, 2021

IMPORTANT NOTICE

THE WESTERN GOLD EXPLORATION LTD. ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS WILL BE HELD ON OCTOBER 21, 2021 IN CALGARY, ALBERTA, BUT IN A VIRTUAL-ONLY MEETING FORMAT. YOU WILL NOT BE ABLE TO ATTEND THE MEETING PHYSICALLY. THE CORPORATION’S SHAREHOLDERS ARE STONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING BY ANY OF THE MEANS DESCRIBED IN THE CIRCULAR, AS IN-PERSON VOTING AT THE TIME OF THE MEETING WILL NOT BE POSSIBLE.

WESTERN GOLD EXPLORATION LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders of the common shares of Western Gold Exploration Ltd. (“ WGLD ” or the “ Corporation ”) will be held on Thursday, October 21, 2020, at 9 a.m. (Calgary time), for the following purposes:

• 1 to receive audited financial statements of WGLD for the year ended December 31, 2020, and the auditors’ report thereon;

1. to consider, and if thought appropriate, to fix the number of directors of the Corporation for the ensuing year, or as otherwise determined by the shareholders of the Corporation, at four (4) members;

2. to elect directors of WGLD for the ensuing year;

3. to appoint the auditors for WGLD for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

4. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution approving the Option Plan (as such term is defined in the Management Information Circular of WGLD dated September 16, 2021 (the “ Circular ”)), as more particularly described in the accompanying Circular; and

5. to transact such other business as may properly come become the Meeting or any adjournments or postponements thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

The record date for the determination of WGLD shareholders entitled to receive notice of and to vote their WGLD common shares is September 16, 2020. WGLD shareholders whose names have been entered in the register of shareholders of WGLD at the close of business on that date will be entitled to receive notice of and to vote their WGLD common shares.

While the Meeting location will be in Calgary, Alberta, out of an abundance of caution, to proactively deal with the unprecedented public health impact of the novel coronavirus COVID-19, and to mitigate risks to the health and safety of the Corporation’s communities, shareholders, employees and other stakeholders, this Meeting will be held online in a virtual meeting format only, by way of the following:

Live Webcast
Link:https://us06web.zoom.us/j/89231280064?pwd=YzhMbDV6Q1RET2F6Y2hDb2VvZEJPZz09
Passcode:681706
or by Telephone:
Canada +1:	204-272-7920; 438-809-7799; 587-328-1099; 647-374-4685;
	647-558-0588; 778-907-2071
United Kingdom +44:	330-088-5830; 131-460-1196; 203-481-5237; 203-481-5240; 203-901-7895;
	208-080-6591; 208-080-6592

A copy of the Circular, a form of proxy, financial statement request form and a return envelope accompany this Notice of Meeting. A copy of the audited financial statements of WGLD for the year ended December 31, 2020, and the auditors’ reports thereon, and accompanying MD&A (as such term is defined in the Circular), are available to the public on the SEDAR website at www.sedar.com and on the Corporation’s website at https://www.westerngoldexploration.com/reports/.

ALL WGLD SHAREHOLDERS ARE STONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING BY ANY OF THE MEANS DESCRIBED IN THE CIRCULAR, AS IN-PERSON VOTING AT THE TIME OF THE MEETING WILL NOT BE POSSIBLE.

WGLD shareholders are requested to either: (i) date and sign the form of proxy and return it to WGLD’s transfer agent, Alliance Trust Company, 1010, 407 – 2[nd] Street S.W., Calgary, Alberta T2P 2Y3; or (ii) complete the form of proxy online at www.alliancetrust.ca/shareholders/, at any time prior to the close of business on the second last business day preceding the day of the Meeting. In order to be valid, proxies must be received by Alliance Trust Company on or before the close of business on the second last business day preceding the date of the Meeting.

If you a beneficial holder of WGLD common shares and received these materials through your broker or another intermediary, please complete and return the form of proxy provided to you in accordance with the instructions provided therein.

The instrument appointing a proxy must be in writing and must be executed by the WGLD shareholder or his or her attorney authorized in writing or, if the WGLD shareholder is a corporation, under its corporate seal by a duly authorized officer or attorney thereof.

The persons named in the enclosed form of proxy are directors and/or officers of WGLD. Each WGLD shareholder has the right to appoint a proxyholder other than such persons, who need not be a shareholder, to attend and to act for them and on their behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

DATED this 16[th] day of September 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Ross McLellan”

Ross McLellan Chief Executive Officer and Director