An anonymous director reports
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
An annual general and special meeting of the
shareholders of G2 Goldfields Inc. will be held at 150 King St.
West, 27th floor on Thursday, Nov. 27, 2025, at 10 a.m. (Toronto time) for the
following purposes:
- To receive and consider the financial statements of the company for the fiscal year ended
May 31, 2025, together with the report of the auditors thereon;
- To elect the directors of the company for the ensuing year;
- To reappoint MNP LLP, professional chartered accountants, as the auditor of the company for
the ensuing year and to authorize the board of directors of the company to fix their
remuneration;
- To consider and, if thought fit, to pass, with or without variation, a special resolution of the
shareholders approving an arrangement pursuant to Section 192 of the Canada Business Corporations Act (the CBCA) among the
company, the shareholders and G3 Goldfields Inc., which will result in shareholders
receiving common shares of G3, as more fully described in the accompanying management
information circular;
- To consider and, if thought fit, to pass, with or without variation, a special resolution of the
shareholders approving a reduction in the stated capital of the common shares of the company,
without any distribution to the shareholders, by such amount as the board of directors of the
company determines at the relevant time is required so that the realizable value of the company's
assets is not less than the aggregate of the company's liabilities and the stated capital of the
common shares of the company;
-
To consider and, if thought fit, to pass, with or without variation, an ordinary resolution, excluding
the votes of interested persons, as more particularly set forth in the circular, approving J. Patrick
Sheridan as a new control person of G3;
-
To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving
the adoption by G3 of a rolling 10-per-cent stock option plan, subject to regulatory acceptance, as more
fully described in the accompanying circular;
- To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving
the adoption by G3 of a restricted share unit plan, subject to regulatory acceptance, as more fully
described in the accompanying circular;
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To transact such further or other business as may properly come before the meeting or any
adjournment or adjournments thereof.
And take notice that dissenting registered shareholders in respect of the proposed arrangement in
Paragraph 4 above are entitled to be paid the fair value of their shares in accordance with Section 190 of
the CBCA. Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated
October 23, 2025 (the "Interim Order") and the CBCA, a registered shareholder may, until 5:00 p.m.
(Toronto time) on Nov. 25, 2025, or two business days prior to any adjournment of the meeting, give
the company a written notice of dissent by registered mail addressed to the company at its address for such
purpose, c/o Cassels Brock & Blackwell LLP, 40 Temperance St., suite 3200, Toronto, Ont.,
M5H 0B4, attention: Stephanie Voudouris (with a copy by e-mail to svoudouris@cassels.com), with respect
to the arrangement resolution. As a result of giving a written notice of dissent, a registered shareholder
may, on receiving a notice of adoption of the arrangement resolution under Section 190 of the CBCA,
require the company to purchase all of the common shares of the company held by such registered
shareholder in respect of which the notice of dissent was given, provided that such registered shareholder
has otherwise complied with the dissent procedures in the interim order. These dissent rights are described
in the accompanying circular in respect of the meeting. Failure to strictly comply with the requirements
set forth in the interim order may result in the loss of any right of dissent.
The board has fixed the close of business on Oct. 21, 2025, as the record date for
determining shareholders entitled to receive notice of and to vote at the meeting and any adjournment or
postponement thereof. Only shareholders whose names have been entered in the register of shareholders
at the close of business on the record date will be entitled to receive notice of and to vote at the meeting.
This notice is accompanied by a form of proxy, the circular and a supplemental mailing list form. The
company strongly encourages each shareholder to submit a form of proxy or voting instruction form in
advance of the meeting using one of the methods described below and in the circular. Registered
shareholders should complete, date and sign a proxy form in advance of the meeting and return it in the
envelope provided for that purpose to the company c/o TSX Trust Company at 301
100 Adelaide St. West, Toronto, Ont., M5H 4H1, by courier, by mail, by fax at 1-416-595-9593 or
by electronic voting through the Vote Proxy website. Votes cast electronically are in all respects
equivalent to, and will be treated in the exact same manner as, votes cast via a paper proxy form. Further
details on the electronic voting process are provided in the form of proxy. Beneficial shareholders who
receive the meeting materials through their broker or other intermediary should complete and return their
form of proxy or voting information form in accordance with the instructions provided by their broker or
intermediary. Shareholders are reminded to review the circular prior to voting.
The board has, by resolution, fixed 10 a.m. (Toronto time) on Nov. 25, 2025, or in the event of an
adjournment or postponement of the meeting, 48 hours before the time of the adjourned or postponed
meeting (excluding Saturdays, Sundays and holidays), as the time before which proxy forms to be used or
acted upon at the meeting, or any adjournment or postponement thereof, must be deposited with the
company's transfer agent and registrar, TSX Trust. Alternatively, a proxy form may be given to the chair
of the meeting at which the proxy form is to be used. Late forms of proxy may be accepted or rejected by
the chair of the meeting in his discretion, and the chair is under no obligation to accept or reject any
particular late form of proxy.
Shareholders are encouraged to vote on the matters before the meeting by proxy in the manner set out in
this notice and the circular, regardless of whether the shareholders will be attending the meeting in person.
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