NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Meeting") of Nighthawk Gold Corp. (the "Company") will be held virtually via live audio webcast available online using the TSX meeting platform at https://virtual-meetings.tsxtrust.com/1500 (Meeting ID#1500), on Thursday, June 22, 2023, at 11:00 a.m. (Toronto time) for the following purposes:

(i) to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2022 and the report of the auditors thereon;

(ii) to elect the directors for the ensuing year;

(iii) to reappoint MNP LLP, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration; and

(iv) to transact such other business as may properly come before the Meeting or any adjournments thereof.

This notice is accompanied by a form of proxy and the management information circular of the Company dated May 12, 2023. An "ordinary resolution" is a resolution passed by a majority of the votes cast by eligible shareholders who voted in respect of that resolution at the Meeting.

The board of directors of the Company has fixed the close of business on May 12, 2023 as the record date for the determination of holders of common shares of the Company entitled to notice of the Meeting and any adjournments thereof. Only shareholders of record at the close of business on May 12, 2023 will be entitled to vote at the Meeting.

Meeting Documents:

1. Notice of Annual Meeting of Shareholders
2. Form of Proxy
3. Annual Information Form (Year Ended December 31, 2022)
4. 2023 Management Information Circular
5. 2022 Year End Financial Statements and Management Discussion & Analysis
6. Voting Instruction Form

The Company has decided to conduct the Meeting virtually via live audio webcast. The Board of Directors and management of the Company believe that enabling shareholders to attend the Meeting virtually will lead to greater shareholder attendance and participation.
Shareholders will be able to listen to the Meeting, all in real time, via live webcast available online using the TSX meeting platform at https://virtual-meetings.tsxtrust.com/1500 (Meeting ID#1500; Password: nighthawk2023). Registered shareholders and duly appointed proxy holders who participate in the Meeting virtually will also be able to ask questions and vote. Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the Meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins (except for Internet Explorer).
It is important to note that shareholders accessing the Meeting virtually must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.
Following the conclusion of the formal business to be conducted at the Meeting, the Company will invite questions and comments from registered shareholders and duly appointed proxy holders participating through the TSX meeting platform who may submit their questions or comments by clicking on the "Ask a Question" button within the TSX meeting platform to type their message or question. Messages or questions can be submitted at any time during the Q&A session and until such time as the Chair ends the session.
The Company urges all shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to participate in the Meeting virtually using the details provided below:
Date and Time: Thursday, June 22, 2023, at 11:00 a.m. (Toronto time)

Webcast: https://virtual-meetings.tsxtrust.corn/1500

Meeting ID: 1500

Meeting Password: nighthawk2023

*Participants should log in approximately 10 to 15 minutes prior to the scheduled start time.

Registered shareholders and duly appointed proxyholders who are entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:
1. Type in https://virtual-meetings.tsxtrust.com/1500 on your browser at least 10 to 15 minutes before the Meeting starts.
2. Click on "I have a control number".
3. Enter your 12-digit control number (on your proxy form).
4. Enter the Meeting Password: nighthawk2023 (case sensitive).
5. When the ballot is opened, click on the "Voting" icon. To vote, simply select your voting direction from the options shown on screen and click "Submit". A confirmation message will appear to show your vote has been received.
Beneficial shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

1. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or Voting Instruction Form ("VIF").
2. Sign and send it to your intermediary by the voting deadline, following the submission instructions on the VIF.
3. Obtain a control number by contacting TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found at https://tsxtrust.corn/resource/en/75.
4. Type in https://virtual-meetings.tsxtrust.com/1500 on your browser at least 10 to 15 minutes before the Meeting starts.
5. Click on "I have a control number".
6. Enter the control number provided by email from tsxtrustproxyvoting@tmx.com.
7. Enter the Meeting Password: nighthawk2023 (case sensitive).
8. When the ballot is opened, click on the "Voting" icon. To vote, simply select your voting direction from the options show on screen and click "Submit". A confirmation message will appear to show your vote has been received.
If you are a registered shareholder of the Company and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4Hl,
(b) logging on to www.voteproxyonline.com and entering your control number as instructed on the login page, or (c) faxing the completed form of proxy to (416) 595-9593. A completed proxy must be received at TSX Trust Company no later than 11:00 a.m. (Toronto time) on June 20, 2023 or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adjournment of the Meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxies.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (an "intermediary"), please complete and return the materials in accordance with the instructions provided to you by your intermediary.
Guests can also listen to the Meeting by following the steps below:
1. Type in https://virtual-meetings.tsxtrust.com/1500 on your browser at least 10 to 15 minutes before the Meeting starts.
2. Click on "I am a Guest".
If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at tsxtis@tmx.com.
DATED at Toronto this 12th day of May, 2023.

By order of the Board (Signed) "Morris Prychidny" Chair of the Board