Westgold Resources Limited — M&A Activity 2024

Aug 1, 2024

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

1. Names of Parties to the Transaction

Westgold Resources Limited (" Westgold ") Karora Resources Inc. (" Karora ")

2. Description of the Transaction

On August 1, 2024, 1474429 B.C. Ltd.(" Acquireco "), a wholly-owned subsidiary of Westgold, acquired all of the issued and outstanding common shares of Karora (the " Karora Shares ") pursuant to a courtapproved plan of arrangement (the " Arrangement ") under the Canada Business Corporations Act , which was completed in accordance with the terms of an arrangement agreement dated April 8, 2024 among Westgold, Karora, Acquireco and Culico Metals Inc. (formerly 1000853883 Ontario Inc.) (" Culico ") (as amended on July 8, 2024) (the " Arrangement Agreement ").

Under the terms of the Arrangement, each former shareholder of Karora (each, a " Karora Shareholder ") is entitled to receive 2.5241 Westgold fully paid ordinary shares, $0.608 in cash and 0.30 of a share of Culico, a new company spun out from Karora, for each Karora Share held immediately prior to the effective time of the Arrangement.

For more information on the Arrangement, see Karora’s management information circular dated June 17, 2024, filed June 21, 2024 under Karora’s profile or filed August 1, 2024 under Westgold’s profile on SEDAR+ at www.sedarplus.ca.

3. Effective Date of the Transaction

August 1, 2024.

4. Name of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

The Karora Shares, which are posted for trading on the Toronto Stock Exchange (“ TSX ”) under the symbol "KRR", are expected to be delisted from the TSX as of the close of trading on or about August 2, 2024.

It is currently anticipated that Karora will remain a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador until such time as Karora applies for, and obtains an order to cease being a reporting issuer in such jurisdictions of Canada (which Karora is expected to apply for in the near term).

On completion of the Arrangement, Westgold became a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. The Westgold ordinary shares are expected to begin trading on the TSX on August 6, 2024 under the symbol “WGX”.

5. Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction

June 30, 2025.

6. Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements required to be Filed for the Reporting Issuer’s First Financial Year Subsequent to the Transaction

The following is a summary of the applicable interim and annual financial statements to be filed in Westgold's first financial year subsequent to the Arrangement:

• the audited annual financial statements of Westgold for the financial year ended June 30, 2024 and the relevant comparative information for the financial year ended June 30, 2023;

• the unaudited interim financial statements of Westgold for the three month period ended September 30, 2024 and the relevant comparative information for the three month period ended September 30, 2023;

• the unaudited interim financial statements of Westgold for the three and six month period ended December 31, 2024 and the relevant comparative information for the three and six month period ended December 31, 2023; and

• the unaudited interim financial statements of Westgold for the three and nine month period ended March 30, 2025 and the relevant comparative information for the three and nine month period ended March 30, 2024.

7. Documents filed under National Instrument 51-102 that described the transaction and where they can be found in electronic format

The following documents describing the Arrangement were filed on Karora's SEDAR+ profile at www.sedarplus.com:

• News release dated April 7, 2024, announcing the Arrangement and execution of the Arrangement Agreement;

• Material change report dated April 18, 2024, relating to the execution of the Arrangement Agreement;

• Notice of meeting and management information circular of Karora dated June 17, 2024 (the " Management Information Circular ") in respect of the annual general and special meeting of Karora held on July 19, 2024 (the " Meeting ");

• News release dated June 21, 2024, announcing filing of the Management Information Circular and Karora's receipt of interim order in respect of the Arrangement;

• News release dated July 8, 2024, announcing recommendation of Institutional Shareholder Services that Karora Shareholders vote in favour of the Arrangement and announcing amendment to the Arrangement Agreement;

• News release dated July 12, 2024, announcing recommendation of Glass Lewis & Co., LLC that Karora Shareholders vote in favour of the Arrangement;

• News release dated July 19, 2024, announcing voting results from the Meeting;

• News release dated July 24, 2024, announcing receipt of final court approval for the Arrangement; and

• News release dated August 1, 2024, in respect of the closing of the Arrangement.

The following documents describing the Arrangement were filed on Westgold's SEDAR+ profile at www.sedarplus.com:

• Management Information Circular in respect of the Meeting; and

• News release dated August 1, 2024, in respect of the closing of the Arrangement.

Dated: August 1, 2024