HighGold Mining : Notice of Special Meeting and Information Circular

NOTICE OF SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF SECURITYHOLDERS OF

HIGHGOLD MINING INC.

TO BE HELD ON JUNE 27, 2024 AT 10:00 AM (VANCOUVER TIME)

1111 WEST HASTINGS STREET, 15TH FLOOR

VANCOUVER, BC, V6E 2J3

The HighGold Board of Directors of HighGold Mining Inc. UNANIMOUSLY recommends that the shareholders and optionholders of HighGold Mining Inc. vote FORthe Arrangement Resolution.

These materials are important and require your immediate attention. They require shareholders and optionholders of HighGold Mining Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

HIGHGOLD MINING INC.

405 - 375 Water St.

Vancouver, B.C.

V6B 5C6

May 29, 2024

Dear HighGold Shareholder or HighGold Optionholder,

I write to you, on behalf of the HighGold Board of directors (the "HighGold Board") of HighGold Mining Inc. ("HighGold"), to invite you to attend a special meeting (the "Meeting") of the holders of common shares ("HighGold Shares") of HighGold (the "HighGold Shareholders") and the holders of options to acquire common shares ("HighGold Options") of HighGold (the "HighGold Optionholders", together with the HighGold Shareholders, the "HighGold Securityholders"), to be held on June 27, 2024 at 10:00 AM (Vancouver Time) at 1111 West Hastings Street, 15th Floor, Vancouver, BC, V6E 2J3.

On May 1, 2024, HighGold entered into an arrangement agreement (the "Arrangement Agreement") with Contango ORE, Inc. ("Contango"), and Contango Mining Canada Inc. (the "Purchaser") pursuant to which HighGold, Contango and the Purchaser will effect an arrangement (the "Arrangement") pursuant to a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Plan of Arrangement").

As a result of the Arrangement, among other things, all of the issued and outstanding HighGold Shares, other than any HighGold Shares directly or indirectly owned by Contango, will be acquired by Contango, through the Purchaser, from HighGold Shareholders. Each HighGold Shareholder (other than those HighGold Shareholders validly exercising their dissent rights) will receive 0.019 of a share of common stock of Contango (the "Consideration") in exchange for each HighGold Share held by such HighGold Shareholder immediately prior to the effective time of the Arrangement (the "Effective Time") on closing of the Arrangement.

Pursuant to the Arrangement, each HighGold Option that is in-the-money and outstanding prior to the Effective Time, will be deemed to be assigned and transferred by the HighGold Optionholder to HighGold for cancellation in exchange for the number of HighGold Shares obtained by dividing: (i) the amount by which the total fair market value (determined immediately before the Effective Time) of the HighGold Shares that the HighGold Optionholder is entitled to acquire on exercise of such HighGold Options immediately before the Effective Time exceeds the aggregate exercise price to acquire such HighGold Shares, by (ii) the total fair market value (determined immediately before the Effective Time) of the HighGold Shares that the HighGold Optionholder is entitled to acquire on exercise of such HighGold Options. Each whole HighGold Share then acquired will be immediately exchanged for the Consideration at the Effective Time.

Pursuant to the Arrangement and in respect of a HighGold Optionholder, HighGold Options that are out- the-money and outstanding prior to the Effective Time, will be cancelled in exchange for such number of shares of common stock of Contango with a fair market value (determined immediately before the

Effective Time) equal to the value obtained by multiplying $75,000 by the quotient obtained by dividing:

1. the number of such HighGold Options held by the HighGold Optionholder; and (ii) the aggregate number of HighGold Options that are out-ofthe-money outstanding immediately before the Effective Time, with the result for each HighGold Optionholder rounded down to the nearest whole number of Contango Shares.

Upon completion of the Arrangement, existing Contango shareholders will own approximately 85% and HighGold Shareholders will own approximately 15% of the combined company (the "Combined Company") (excluding any issuances of Contango Shares to HighGold Optionholders pursuant to the Arrangement and separate issuances of Contango Shares following the date of this Circular).

The HighGold Board and management of HighGold believe that the Arrangement is in the best interests of HighGold and fair from a financial point of view, to the HighGold Shareholders for the following reasons:

1. Strengths and Strategic Fit of Contango. If the Arrangement is completed, it is expected that HighGold Shareholders will benefit from:
2. 1. An opportunity to realize a significant, upfront premium;
   2. Clear upside valuation potential of Combined Company as a near-term producer in an attractive mining jurisdiction with first production at Manh Choh, a gold mining project near Tok, Alaska ("Manh Choh") being developed by Peak Gold LLC, a joint venture in which Contango owns a 30% membership interest (the "Peak Gold JV"), anticipated in July 2024;
   3. Opportunity for HighGold's approximately 1.0 MM ounces ("oz") gold equivalent ("AuEq") mineral resource to achieve a considerable re-rating as Combined Company realizes its producer status;
   4. A strong balance sheet, enhanced trading liquidity and improved market presence based on Contango's listing on NYSE American Stock Exchange;
   5. Strong management team with existing agreement in place with Tetlin Alaska Native Tribe;
   6. Strong combined board of directors with extensive leadership, capital markets and project development expertise;
3. Best Prospect for Maximizing Shareholder Value. After considering HighGold's current and historical financial condition, near-termfunding requirements, liquidity, results of operations, competitive position and prospects, as well as HighGold's future business plan, the HighGold Board concluded that the transaction with Contango provides the best prospect for long-termshareholder value maximization;
4. Logically Sequenced Development Pipeline. Access to a logically sequenced development pipeline of quality ounces in Alaska, anchored by the Manh Choh and Lucky Shot, a mining property located in the Willow Mining District about 75 miles north of Anchorage, Alaska containing mineral leases and mineral claims held by a Contango subsidiary ("Lucky Shot"),

projects, with continued exposure to the Johnson Tract project, HighGold's polymetallic gold, zinc, copper, silver and lead project located in south-central coastal Alaska ("Johnson Tract"), on a "de-risked" basis;

1. 1. Manh Choh to produce approximately 70 koz AuEq p.a. over LOM with approximately US$55 million in annual operating cash flow (attributable to Contango's 30.0% membership interest in the Peak Gold JV and based on 2023 SK-1300 Report entitled "Technical report Summary on the Man Choh Project, Alaska, USA" and dated May 12, 2023 @ US$1,920/oz Au);
   2. Opportunity for reduced execution risk and capital spend via the continuation of Contango's direct ship ore model. This strategy has been executed at Manh Choh and can be leveraged across Combined Company's compelling growth pipeline (Johnson Tract and Lucky Shot);
   3. Potential for tangible synergies to be realized via reduced corporate general and administrative expenses and follow-on asset level savings (i.e., infrastructure, processing, personnel, supply chain, etc.);
2. Fairness Opinions. Agentis Capital Mining Partners and Evans & Evans, Inc. (the "Financial Advisors") provided Fairness Opinions to the HighGold Board that, based upon and subject to certain assumptions, limitations and qualifications outlined in each opinion and such other matters as were considered relevant, the consideration to be received by the HighGold Shareholders in respect of the Arrangement is fair, from a financial point of view, to the HighGold Shareholders;
3. Support of HighGold Directors and Senior Officers. All of the directors and senior officers of HighGold entered into Voting Agreements (as defined in the Circular) in which they agreed, subject to the terms of their respective Voting Agreements to vote their HighGold Shares and HighGold Options in favour of the Arrangement Resolution. Such HighGold Shareholders own or exercise control or direction over 1,673,450 HighGold Shares representing approximately 1.91% of the outstanding HighGold Shares and 5,146,666 of the HighGold Options representing approximately 61.60% of the outstanding HighGold Options;
4. Consideration of Strategic Alternatives. In consultation with its financial and legal advisors, and after a comprehensive review and assessment of other alternative opportunities reasonably available to HighGold, the HighGold Board believes that the Arrangement represents HighGold's best prospect for maximizing shareholder value;
5. Low Execution Risk. There are no material regulatory issues which are expected to arise in connection with the Arrangement that would prevent its completion, and all required regulatory approvals are expected to be obtained; and
6. Ability to Accept a Superior Proposal. Under the Arrangement Agreement, the HighGold Board remains able to respond to unsolicited Acquisition Proposals (as defined in the Circular) that would reasonably be expected to lead to a Superior Proposal, and the HighGold Board believes that the termination payment then payable to Contango in connection with a termination of the Arrangement Agreement is reasonable in the circumstances and not preclusive of other offers.

For more information, see "Information Concerning the Arrangement - Reasons for the Arrangement", in the Circular. At the Meeting, you will be asked to consider and, if thought advisable, pass a special resolution (the "Arrangement Resolution") that will approve the Plan of Arrangement, which is being proposed under the terms of the Arrangement Agreement as more particularly described in the Circular.

The HighGold Shareholders and HighGold Optionholders that will be entitled to receive notice of, to attend and to vote at the Meeting are the HighGold Shareholders and HighGold Optionholders of record on May 21, 2024.

THE HIGHGOLD BOARD HAS, AFTER CONSULTATION WITH ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, AND AFTER RECEIVING THE OPINIONS OF ITS FINANCIAL ADVISORS AS TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, TO THE HIGHGOLD SHAREHOLDERS OF THE CONSIDERATION, COPIES OF WHICH ARE ATTACHED AS APPENDIX "F" TO THE CIRCULAR, DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF HIGHGOLD AND THE HIGHGOLD SHAREHOLDERS AND THE HIGHGOLD BOARD APPROVED THE ARRANGEMENT AND UNANIMOUSLY RECOMMENDS THAT THE HIGHGOLD SECURITYHOLDERS VOTE THEIR HIGHGOLD SHARES AND HIGHGOLD OPTIONS IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

Securityholder Approval

To be effective, the Arrangement Resolution must be approved by a resolution passed by (i) not less than two-thirds of the votes cast by the HighGold Shareholders present in person or represented by proxy at the Meeting; and (ii) not less than two-thirds of the votes cast by the HighGold Securityholders (as defined in the Circular), voting together as a single class, present in person or represented by proxy at the Meeting. The directors and officers of HighGold intend to vote their HighGold Shares and HighGold Options FOR the approval of the Arrangement Resolution.

The attached notice of special meeting (the "Notice") and Circular contain a detailed description of the Arrangement and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Notice and Circular, including the documents incorporated by reference therein. If you require assistance, you should consult your financial, legal, or other professional advisors.

Your vote is important regardless of the number of HighGold Shares or HighGold Options you own.

Voting

If you are not registered as the holder of your HighGold Shares and hold your HighGold Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your HighGold Shares. See the section in the accompanying Circular entitled "General Proxy Information - Non-RegisteredHolders" for further information on how to vote your HighGold Shares.

The Meeting will be held on June 27, 2024 at 10:00 AM (Vancouver Time) at 1111 West Hastings Street, 15th Floor, Vancouver, BC, V6E 2J3. If you are a registered HighGold Shareholder or HighGold Optionholder, we encourage you to vote by attending in-person or completing the enclosed form of proxy. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy in the enclosed return envelope addressed to Computershare Investor Services Inc., at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the

Meeting. Notwithstanding the foregoing, the Chairman of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so. We advise that you do this as soon as possible.

Letter of Transmittal

If you are a registered HighGold Shareholder, we also encourage you to complete and return the enclosed Letter of Transmittal together with the certificate(s) or direct registration system ("DRS") advice representing your HighGold Shares and any other required documents and instruments, to the depositary, Computershare Investor Services Inc. (at its principal offices in Toronto), in accordance with the instructions set out in the Letter of Transmittal so that if the Arrangement is approved, the Consideration for your HighGold Shares can be sent to you as soon as possible following the Arrangement becoming effective. The Letter of Transmittal contains other procedural information related to the Arrangement and should be reviewed carefully.

If you hold your HighGold Shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving Contango Shares in exchange for your HighGold Shares upon completion of the Arrangement.

The attached Notice and Circular contain a detailed description of the Arrangement and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Circular including the documents incorporated by reference therein. If you require assistance, you should consult your financial, legal, or other professional advisors.

* * * * *

While certain matters are beyond the control of HighGold, if the resolution approving the Arrangement is passed by the requisite thresholds of HighGold Shareholders and HighGold Optionholders at the Meeting, it is anticipated that the Arrangement will be completed and become effective in July 2024.

If you have any questions or require assistance with regard to the Letter of Transmittal, please contact Computershare by toll-free (within North America) telephone at 1-800-564-6253, (outside of North America) 1-514-982-7555 or email at [e-mail].

On behalf of HighGold, I would like to thank all our shareholders and optionholders for their ongoing support.

Yours truly,

(Signed) "Darwin Green"

President, Chief Executive Officer and Director

HighGold Mining Inc.

HIGHGOLD MINING INC.

405 - 375 Water Street

Vancouver, BC

Canada V6B 5C6

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of holders ("HighGold Shareholders") of common shares (the "HighGold Shares") and holders ("HighGold Optionholders") of options (the "HighGold Options") of HighGold Mining Inc. ("HighGold") will be held on June 27, 2024 at 10:00 AM (Vancouver Time) at 1111 West Hastings Street, 15th Floor, Vancouver, BC, V6E 2J3 for the following purposes:

1. to consider, pursuant to an interim order (the "Interim Order") of the Supreme Court of British Columbia (the "Court") dated May 28, 2024, and, if deemed advisable, pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is attached as Appendix "A" to the management information circular of HighGold dated May 29, 2024 (the "Circular"), authorizing and approving a statutory plan of arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia), pursuant to which Contango ORE, Inc. will, among other things, acquire all of the issued and outstanding HighGold Shares, as more particularly set out in the Circular under the heading "Information Concerning the Arrangement"; and
2. to act upon such other matters as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Circular contains the full text of the Arrangement Resolution and provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement, and is deemed to form part of this Notice.

Pursuant to the Interim Order, the record date is May 21, 2024 (the "Record Date") for determining HighGold Shareholders and HighGold Optionholders who are entitled to receive notice of and to vote at the Meeting. Only registered HighGold Shareholders and HighGold Optionholder as of the Record Date are entitled to receive notice of the Meeting ("Notice of Meeting") and to vote at the Meeting. This Notice of Meeting is accompanied by the Circular, an applicable form of proxy and a Letter of Transmittal for registered HighGold Shareholders (the "Letter of Transmittal").

Each HighGold Share and HighGold Option entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting for each HighGold Share and HighGold Option, respectively. In order to become effective, the Arrangement Resolution must be approved by: (i) not less than two-thirds of the votes cast by the HighGold Shareholders present in person or represented by proxy at the Meeting; and (ii) not less than two-thirds of the votes cast by the HighGold Shareholders and HighGold

Optionholders, voting together as a single class, present in person or represented by proxy at the Meeting.

The Meeting will be held on June 27, 2024 at 10:00 AM (Vancouver Time) at 1111 West Hastings Street, 15th Floor, Vancouver, BC, V6E 2J3. HighGold Shareholders and HighGold Optionholders are entitled to vote at the Meeting either in person or by proxy. Registered HighGold Shareholders and HighGold Optionholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy (the "Proxy") in accordance with the instructions set out in the Proxy and in the Circular. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc. ("Computershare"), Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (Fax: [phone] (toll free within North America) or [phone] (outside North America)) by mail, courier or fax at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment or postponement thereof. To vote online at www.investorvote.com, you will need to enter your 15-digit control number (located on the bottom left corner of the first page of the form of proxy) to identify yourself as a registered HighGold Shareholder or HighGold Optionholder on the voting website. Notwithstanding the foregoing, the Chairman of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so. Please advise Computershare of any change in your mailing address.

If your HighGold Shares are not registered in your name but are held through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, please complete and return the request for voting instructions in accordance with the instructions provided to you by your broker or such other intermediary. Failure to do so may result in such securities not being voted at the Meeting.

If you wish that a person other than the management nominees identified on the Proxy or voting instruction form ("VIF") attend and vote at the Meeting as your proxy and vote your HighGold Shares, including if you are not a registered HighGold Shareholder and wish to appoint yourself as proxyholder to, attend and vote at the Meeting, you MUST submit your Proxy (or proxies) or VIF, as applicable, in accordance with the instructions set out in the Circular. If submitting a Proxy or VIF or appointing a person other than the management nominees identified, you must return your Proxy or VIF in accordance with the instructions set out in the Circular by 10:00 A.M. (Vancouver Time) on June 25, 2024.

Take notice that registered HighGold Shareholders as at the close of business on the Record Date who duly and validly dissent from the Arrangement Resolution will, if the Arrangement becomes effective, be entitled to be paid the fair value of their HighGold Shares, subject to strict compliance with Sections 237 to 247 of the Business Corporations Act (British Columbia), as modified by the Interim Order, the final order of the Court pursuant to Section 291 of the Business Corporations Act (British Columbia) (the "Final Order") and the plan of arrangement substantially in the form attached as Appendix "B" to the Circular (the "Plan of Arrangement"). Persons wishing to dissent must ensure that a written notice is received by HighGold c/o the Corporate Secretary of HighGold at 405 - 375 Water St. Vancouver BC V6B 5C6, not later than 4:00 p.m. (Vancouver time) on June 25, 2024, or if the Meeting is adjourned or postponed, by 4:00 p.m. (Vancouver time) on the second Business Day immediately preceding the date of such adjourned or postponed Meeting. The right to dissent is described further in the Circular under the heading "Rights of Dissenting Shareholders". It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the dissent procedures set out in Sections 237 to 247 of the Business Corporations Act (British Columbia), as modified by the

Interim Order, the Final Order and the Plan of Arrangement, may result in the loss of any right of dissent.

Persons who are beneficial owners of HighGold Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered HighGold Shareholders are entitled to dissent. Accordingly, a beneficial owner of HighGold Shares desiring to exercise dissent rights must make arrangements for beneficially owned HighGold Shares to be registered in his, her or its name prior to the time written notice of dissent is required to be received by HighGold, or make arrangements for the registered holder to dissent on his, her or its behalf in accordance with the dissent provisions set out in Sections 237 to 247 of the Business Corporations Act (British Columbia), as modified by the Interim Order, the Final Order and the Plan of Arrangement.

DATED at Vancouver, British Columbia, on May 29, 2024.

BY ORDER OF THE HIGHGOLD BOARD OF DIRECTORS

(Signed) "Darwin Green"

President, Chief Executive Officer and Director

HighGold Mining Inc.

QUESTIONS AND ANSWERS

The following are some questions that you, as a HighGold Securityholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in, or incorporated by reference into, this Circular. You are urged to read this Circular in its entirety before making a decision related to your HighGold Shares or HighGold Options, as applicable. All capitalized terms used herein have the meanings ascribed to them in the "Glossary of Terms" of the Circular.

1. Why is the Meeting being held?

1. At the Meeting, HighGold Securityholders will be asked to consider and to vote to approve the Arrangement Resolution, where all of the issued and outstanding HighGold Shares, other than those directly or indirectly owned by Contango, will be acquired by Contango.

1. What will I receive in the Arrangement?

1. Shareholders
2. 1. 
      Each HighGold Shareholder (other than those HighGold Shareholders validly exercising their dissent rights) will receive 0.019 of a Contango Share in exchange for each HighGold Share held by such HighGold Shareholder immediately prior to the Effective Time on closing of the Arrangement.
      Optionholders
      Pursuant to the Arrangement, each HighGold In-The-Money Option outstanding prior to the Effective Time, will be deemed to be assigned and transferred by the HighGold Optionholder to HighGold for cancellation in exchange for the number of HighGold Shares obtained by dividing:
   2. the amount by which the total fair market value (determined immediately before the Effective Time) of the HighGold Shares that the HighGold Optionholder is entitled to acquire on exercise of such HighGold Options immediately before the Effective Time exceeds the aggregate exercise price to acquire such HighGold Shares, by (ii) the total fair market value (determined immediately before the Effective Time) of the HighGold Shares that the HighGold Optionholder is entitled to acquire on exercise of such HighGold Options. Each whole HighGold Share then acquired will be immediately exchanged for the Consideration at the Effective Time.

Pursuant to the Arrangement and in respect of a HighGold Optionholder, the HighGold Out-of-the-Money Options outstanding prior to the Effective Time, will be cancelled in exchange for such number of Contango Shares with a fair market value (determined immediately before the Effective Time) equal to the value obtained by multiplying $75,000 by the quotient obtained by dividing: (i) the number of such HighGold Out-of-the-Money Options held by the HighGold Optionholder; and (ii) the aggregate number of HighGold Out-of-the-Money Options outstanding immediately before the Effective Time, with the result for each HighGold Optionholder rounded down to the nearest whole number of Contango Shares.