Probe Gold : 2024 Notice of Meeting and Information Circular

Notice of

2024 ANNUAL GENERAL AND SPECIAL MEETING OF

SHAREHOLDERS

to be held on

JUNE 11, 2024

MANAGEMENT INFORMATION CIRCULAR

Dated

April 22, 2024

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Probe Gold Inc. (the "Corporation") will be held at the date, time and location below:

WHEN	WHERE
June 11, 2024, at 2:00 p.m. (Toronto time)	5300 Commerce Court West, 199 Bay Street,
	Toronto, Ontario M5L 1B9

At the meeting you will be asked:

1. to receive the Corporation's financial statements for the year ended December 31, 2023, and the report of the auditors thereon;
2. to appoint the auditors and to authorize the directors to fix their remuneration;
3. to elect the directors of the Corporation for the ensuing year;
4. to consider, and if thought advisable, to pass, with or without variation, an ordinary resolution approving the adoption of the New By-Law No. 2, as more fully described in the accompanying Circular; and
5. to transact such further and other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The board of directors (the "Board") has fixed April 22, 2024, as the record date (the "Record Date") for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the registers of the Corporation as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

The Corporation has elected to use the notice-and-access provisions adopted by the Canadian Securities Administrators ("Notice-and-Access") to distribute proxy-related materials to Shareholders. Notice-and-Access is a set of rules that allow reporting issuers to post electronic versions of proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies to Shareholders. The use of Notice-and-Access will reduce the Corporation's printing and mailing costs and is more environmentally friendly as it will help to reduce paper use. Shareholders have the right to request hard copies of any materials posted online by the Corporation under Notice-and-Access. The Corporation will not use procedures known as "stratification" in relation to the use of the Notice-and-Access provisions. Meeting materials, including the Circular, are available under the Corporation's SEDAR+ profile at www.sedarplus.caand on the Probe Gold website at https://probegold.com/investors/#agm-proxy.Shareholders may also obtain paper copies of the Circular, Financial Statements and the MD&A free of charge by contacting TSX Trust Company at ([phone] (North America - Toll Free) or by emailing [e-mail] upon request to the Secretary of the Corporation.

Voting

All Shareholders are invited to attend the Meeting and may attend in person or may be represented by proxy. A "beneficial" or "non-registered" Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders who

are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it in the envelope provided. To be effective, the enclosed form of proxy must be deposited with TSX Trust Company by mail or by facsimile Attention: Proxy Department at [phone], or online at www.voteproxyonline.com.In order to be valid and acted upon at the Meeting, the duly completed form of proxy must be received prior to 2:00 p.m. (Toronto time) on June 7, 2024 (the "Proxy Deadline") or be deposited with the Secretary of the Corporation before the commencement of the Meeting or of any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein. Shareholders are reminded to review the circular before voting.

A "beneficial" or "non-registered" Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

Shareholders are reminded to review the Circular before voting.

DATED this 22nd day of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "David Palmer"

David Palmer

President and Chief Executive Officer

Page 1

Table of Contents

GENERAL INFORMATION RESPECTING THE MEETING ________________________________________________2

SOLICITATION OF PROXIES BY MANAGEMENT_______________________________________________________________2

NOTICE-AND-ACCESS ________________________________________________________________________________2

APPOINTMENT AND REVOCATION OF PROXIES ______________________________________________________3

APPOINTMENT OF PROXY______________________________________________________________________________3

REVOCATION OF PROXY_______________________________________________________________________________4

NOTICE TO BENEFICIAL HOLDERS OF COMMON SHARES _____________________________________________________4

VOTING ___________________________________________________________________________________________5

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ______________________________________________6

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF_________________________________________________6

PARTICULARS OF MATTERS TO BE ACTED UPON______________________________________________________7

RECEIPT OF FINANCIAL STATEMENTS _____________________________________________________________________7

APPOINTMENT OF AUDITORS ___________________________________________________________________________7

ELECTION OF DIRECTORS _____________________________________________________________________________7

APPROVAL OF NEW BY-LAW ___________________________________________________________________________8

SHAREHOLDER APPROVAL_____________________________________________________________________________8

OTHER MATTERS ____________________________________________________________________________________9

ABOUT THE DIRECTORS___________________________________________________________________________ 10

REPORT ON CORPORATE GOVERNANCE PRACTICES _______________________________________________ 20

CORPORATE GOVERNANCE HIGHLIGHTS ________________________________________________________________ 20

THE BOARD OF DIRECTORS __________________________________________________________________________ 20

BOARD SKILLS MATRIX______________________________________________________________________________ 21

DIRECTORSHIPS___________________________________________________________________________________ 22

ATTENDANCE _____________________________________________________________________________________ 22

ORIENTATION AND CONTINUING EDUCATION ____________________________________________________________ 23

ETHICAL BUSINESS CONDUCT _______________________________________________________________________ 23

BOARD COMMITTEES _______________________________________________________________________________ 24

ASSESSMENTS ____________________________________________________________________________________ 25

COMPENSATION DISCUSSION AND ANALYSIS _____________________________________________________ 26

STATEMENT OF EXECUTIVE COMPENSATION ______________________________________________________________ 26

EXECUTIVE AND EMPLOYEE COMPENSATION OBJECTIVES AND PHILOSOPHY ____________________________________ 26

2024 AMENDMENTS TO COMPENSATION STRUCTURE _____________________________________________________ 28

CHANGES TO 2024 EXECUTIVE COMPENSATION PROGRAM _________________________________________________ 36

EQUITY OWNERSHIP REQUIREMENTS __________________________________________________________________ 37

STOCK OPTION PLAN_______________________________________________________________________________ 38

RESTRICTED STOCK UNIT PLAN _______________________________________________________________________ 41

PERFORMANCE GRAPH _____________________________________________________________________________ 44

SUMMARY COMPENSATION TABLE FOR NEOS ___________________________________________________________ 46

INCENTIVE PLAN AWARDS TO NEOS ___________________________________________________________________ 47

EMPLOYMENT AND CONSULTING AGREEMENTS AND TERMINATION AND CHANGE OF CONTROL BENEFITS _____________ 48

PENSION PLAN BENEFITS, TERMINATION AND CHANGE OF CONTROL BENEFITS _________________________________ 49

DIRECTOR COMPENSATION __________________________________________________________________________ 49

MANAGEMENT INFORMATION CIRCULAR

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GENERAL INFORMATION RESPECTING THE MEETING

No person has been authorized to give any information or make any representations in connection with the matters being considered herein other than those contained in this Circular and, if given or made, any such information or representations should be considered not to have been authorized by the Corporation. This Circular does not constitute the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

In this Circular, unless otherwise indicated, all dollar amounts "$" are expressed in Canadian dollars.

Except where otherwise indicated, the information contained herein is stated as of April 22, 2024.

Electronic copies of this Circular, financial statements of the Corporation for the year ended December 31, 2023 (the "Financial Statements") and management discussion and analysis for 2023 (the "MD&A") may be found on the Corporation's SEDAR+ profile at www.sedarplus.ca.

Shareholders are reminded to review this Circular before voting.

Shareholders may also obtain paper copies of the Circular, Financial Statements and the MD&A free of charge by contacting TSX Trust Company at ([phone] (North America - Toll Free) or upon request to the Secretary of the Corporation.

Solicitation of Proxies by Management

This management information circular (this "Circular") is furnished in connection with the solicitation by the management of Probe Gold Inc. (the "Corporation") of proxies to be used at the annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Corporation ("Common Shares") to be held at the time and place and for the purposes set out in the Notice of Meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may also solicit proxies by telephone, e-mail or in person. These persons will receive no compensation for such solicitation, other than their ordinary salaries or fees. The total cost of solicitation of proxies will be borne by the Corporation. Pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to the beneficial owners of the Common Shares. See "Notice-and-Access" and "Appointment and Revocation of Proxies - Notice to Beneficial Holders of Shares" below. The Corporation will provide, without cost to such person, upon request to the Secretary of the Corporation, additional copies of the foregoing documents for this purpose.

Notice-and-Access

The Corporation is availing itself of the "notice-and-access" provisions adopted by the Canadian Securities Administrators ("Notice-and-Access") that permit the Corporation to forego mailing paper copies of this Circular and proxy-related materials to Shareholders and instead make them available for review, print and download via the internet. Both registered Shareholders and non- registered Shareholders will receive a notice package (the "Notice Package") that will include the notice of Meeting, this Circular and either a form of proxy or a voting instruction form, as applicable (collectively, the "Meeting Materials"). The Corporation has adopted the Notice-and-Access

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delivery process to further its commitment to environmental sustainability and to reduce its printing and mailing costs.

In accordance with the requirements of National Instrument 54-101-Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has sent the Notice Packages to non-registered Shareholders through the intermediaries and clearing agencies. Intermediaries are required to forward the Notice Package to non-registered Shareholders unless a non-registered Shareholder has waived the right to receive the Meeting Materials. Typically, intermediaries will use a service company to forward the Notice Package to non-registered Shareholders. The Notice Package will be sent via prepaid mail directly to non- objecting beneficial owners ("NOBOs") and, indirectly, through intermediaries to objecting beneficial owners ("OBOs"). The Corporation is assuming the cost of such delivery to OBOs. Registered Shareholders and those beneficial holders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials with the Notice Package. The Corporation will not use procedures known as "stratification" in relation to the use of the Notice-and-Access provisions.

Meeting Materials can be accessed under the Corporation's SEDAR+ profile at www.sedarplus.caand on the Probe Gold website at https://probegold.com/investors/#agm-proxy.Shareholders may request that printed copies of the Meeting Materials be sent to them by postal delivery at no cost to them up to one year from the date this Circular is filed on SEDAR+ by calling 1-866-600- 5869 or emailing [e-mail]. Shareholders who wish to receive paper copies of the Meeting Materials prior to the Meeting may request copies from TSX Trust Company, the registrar and transfer agent for the Corporation, by calling 1-866-600-5869 or by sending an email to [e-mail] May 31, 2024 in advance of 2:00 p.m. (Toronto time) on June 7, 2024 (the "Proxy Deadline").

Appointment and revocation of proxies

Appointment of Proxy

A Shareholder who does not plan on attending the Meeting is requested to complete and sign the enclosed form of proxy and to deliver it to TSX Trust Company: (i) by mail to 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1; or (ii) by facsimile at [phone]; or (iii) online at www.voteproxyonline.com. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than the Proxy Deadline or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

If you are a non-registered Shareholder and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

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

A Shareholder submitting a form of proxy has the right to appoint a person (who need not be a Shareholder) to represent him or her at the Meeting other than the persons designated in the form

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of proxy furnished by the Corporation. To exercise that right, the name of the Shareholder's appointee should be legibly printed in the blank space provided. In addition, the Shareholder should notify the appointee of the appointment, obtain his or her consent to act as appointee and instruct the appointee on how the Shareholder's Common Shares are to be voted.

Shareholders who are not registered Shareholders of the Corporation should refer to "Notice to Beneficial Holders of Common Shares" below.

Revocation of Proxy

A Shareholder who has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a person who has given a proxy personally attends the Meeting at which that proxy is to be voted, that person may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or his attorney or authorized agent and deposited with TSX Trust Company at any time up to the Proxy Deadline: (i) by mail to Suite 301

• 100 Adelaide Street West, Toronto, Ontario M5H 4H1; or, (ii) by facsimile to [phone], or deposited with the Secretary of the Corporation before the commencement of the Meeting, or any adjournment thereof, and upon either of those deposits, the proxy will be revoked.

Notice to Beneficial Holders of Common Shares

The information set out in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of shares can be recognized and acted upon at the Meeting or any adjournment(s) thereof. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name in the records of the Corporation. Those Common Shares will most likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers, or their nominees can be voted (for or against resolutions or withheld from voting) only upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. Subject to the following discussion in relation to NOBOs (as defined herein), the Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders under applicable securities regulations for purposes of dissemination to Beneficial Shareholders of proxy-related materials and other security holder materials and requests for voting instructions from such Beneficial Shareholders. NOBOs are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Canadian securities laws restrict the use of that information to matters strictly relating to the affairs of the Corporation. OBOs are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

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In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly to OBOs. NI 54-101 allows the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and to use such NOBO list for the purpose of distributing the proxy materials directly to, and seek voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. The Corporation intends to pay for intermediaries to deliver the Meeting Materials to the OBOs.

Applicable securities regulations require intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings on Form 54-101F7. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting or any adjournment(s) thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to appoint to attend the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada. Broadridge typically mails a voting instruction form in lieu of a form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the shares held by them or access Broadridge's dedicated voting website to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to the Corporation's transfer agent and registrar, which will tabulate the results and provide appropriate instructions respecting the voting of Common Shares to be represented at the Meeting or any adjournment thereof.

All references to Shareholders in this Circular, instrument of proxy and Notice of Meeting are to registered Shareholders of the Corporation unless specifically stated otherwise.

Voting

Common Shares represented by any properly executed proxy in the accompanying form will be voted for or against, or withheld from voting, as the case may be, on any ballot that may be called for in accordance with the instructions given by the Shareholder. In the absence of such direction, such Common Shares will be voted in favour of the matters set out herein.

The accompanying form of proxy confers discretionary authority on the persons named in it with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation is not aware of any such amendments, variations or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of management of the Corporation.

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Interest of Certain Persons in Matters to be Acted Upon

No person who has been a director or an officer of the Corporation at any time since the beginning of its last completed financial year, no proposed nominee for election as a director of the Corporation nor any associate of any such director, director nominee or officer 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, except as disclosed in this Circular.

Voting Shares and Principal Holders Thereof

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value. As at the date hereof, there are 170,966,371 Common Shares issued and outstanding. Each Common Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting.

The Corporation has fixed the close of business on April 22, 2024 (the "Record Date") as the record date. 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 or any adjournments or postponements thereof. Persons registered on the books of the Corporation at the close of business on the Record Date and persons who are transferees of any Common Shares acquired after such Record Date and who have produced properly endorsed certificates evidencing such Common Shares or who otherwise establish ownership thereof and demand, not later than 10 days before the Meeting, that their names be included in the list of Shareholders, are entitled to vote at the Meeting.

To the knowledge of the directors and officers of the Corporation, as at the date of this Circular, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, 10% or more of the Common Shares.

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PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Corporation (the "Board"), the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

Receipt of Financial Statements

The financial statements of the Corporation for the fiscal year ended December 31, 2023, and the report of the auditors thereon, will be submitted to the Meeting. Receipt at the Meeting of the auditor's report and the Corporation's audited financial statements for the fiscal year ended December 31, 2023, will not constitute approval or disapproval of any matters referred to therein.

Appointment of Auditors

MNP LLP, Chartered Accountants ("MNP") are the independent registered certified auditors of the Corporation. MNP was first appointed as auditor of the Corporation on February 3, 2015. Management of the Corporation intends to nominate MNP for re-appointment as auditors of the Corporation.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to re-appoint MNP to serve as auditors of the Corporation until the next annual meeting of Shareholders and to authorize the directors of the Corporation to fix their remuneration as such. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

Unless the Shareholder has specifically instructed that his or her Common Shares are to be withheld from voting in connection with the appointment of MNP, the persons named in the accompanying proxy intend to vote FOR the re-appointment of MNP as the auditors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed, and to authorize the Board to fix their remuneration.

Election of Directors

The Corporation's articles provide that the Board will consist of a minimum of one and a maximum of ten directors. The Board currently consists of seven (7) directors.

At the Meeting, the Shareholders will be asked to consider, and, if thought fit, approve with or without variation a resolution re-electing as directors of the Corporation, each of the members of the Board who were elected at the last annual and special meeting of Shareholders, namely David Palmer, Jamie Sokalsky, Dennis H. Peterson, Jamie Horvat, Aleksandra Bukacheva and Renaud Adams, and one additional director, Shannon McCrae, who was appointed to the Board on March 28, 2024, for a total of seven (7) directors. It is intended that each of the elected directors will hold office until the next annual meeting of Shareholders or until his or her successor is elected or appointed, unless such office is earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario) (the "OBCA"). In order to be effective, this resolution requires the approval of not less than 50% of the votes cast by Shareholders represented at the Meeting in person or by proxy.

Shareholders have the option to (i) vote for all of the directors of the Corporation listed in the tables below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors.

See the section titled "ABOUT THE DIRECTORS" herein for the biographies and other information pertaining to the director nominees.

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