Calibre Mining : Notice of Annual General Meeting and Information Circular

Annual General Meeting to be held on June 12, 2024

Notice of Annual General Meeting

and

Information Circular

April 22, 2024

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CALIBRE MINING CORP.

SUITE 1560 - 200 BURRARD STREET

VANCOUVER, B.C., V6C 3L6

NOTICE OF (VIRTUAL) ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date	Wednesday, June 12, 2024
Time:	10:00 a.m. Vancouver time
Live Webcast:	https://meetnow.global/MWLMGNA

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the shareholders of Calibre Mining Corp. (the "Company") will be conducted via live webcast for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2023, together with the auditor's report thereon;
2. to elect directors for the ensuing year;
3. to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration; and
4. to transact such other business as may properly be put before the Meeting.

You are entitled to vote at the Meeting if you were a shareholder as at the close of business on June 10, 2024.

Registered shareholders and duly appointed proxyholders can attend the Meeting online at https://meetnow.global/MWLMGNAto participate, vote, or submit questions during the Meeting's live webcast.

We are using "Notice and Access" to provide you with easy access to our management information circular dated April 22, 2024 (the "Circular") and proxy and other materials (collectively with the Circular, the "Meeting Materials") prepared in connection with the Meeting, rather than mailing paper copies. This electronic delivery system is environmentally friendly and saves money. The Meeting Materials are available on the Internet at: https://www.calibremining.com/investors/agm-materials/ OR www.sedarplus.ca. We remind you to access and review all of the important information contained in the Meeting Materials before voting. Instructions on obtaining paper copies of the proxy materials can be found on page 8 of the Circular under the heading "Notice and Access".

DATED at Vancouver, British Columbia, the 22nd day of April, 2024.

ON BEHALF OF THE BOARD

(signed) "Darren Hall"

Darren Hall

Chief Executive Officer

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QUESTION AND ANSWERS ABOUT THE MEETING

How Do I Participate In And Vote At The Live Webcast?

Shareholders and duly appointed proxyholders can attend the meeting online by going to: https://meetnow.global/MWLMGNA

• Registered Shareholders and duly appointed proxyholders can participate in the meeting by clicking "Shareholder" and entering a Control Number (as defined below) or an Invite Code (as defined below) before the start of the meeting.
  o Registered Shareholders - The 15-digit control number ("Control Number") located on the form of proxy or in the email notification you received.
  o Duly appointed proxyholders - Computershare Trust Company of Canada ("Computershare") will provide the proxyholder with an invitation code ("Invite Code") after the voting deadline has passed.
• Voting at the meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non- Registered Shareholders who have not appointed themselves may attend the meeting by clicking "Guest" and completing the online form.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online meeting must submit their proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/Voting Instruction Form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting. To register a proxyholder, shareholders MUST visit https://meetnow.global/MWLMGNAby Monday, June 10, 2024 at 10:00 a.m. Vancouver time and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

In order to participate online, shareholders must have a valid 15-digit Control Number and proxyholders must have received an email from Computershare containing an Invite Code.

Participating at the Meeting

The meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the meeting in person. A summary of the information shareholders will need to attend the online meeting is provided below. The meeting will begin at 10:00 a.m. Vancouver time on June 10, 2024.

Registered Shareholders (as defined in this Circular under the heading "Voting at the Meeting") that have a 15-digit Control Number, along with duly appointed proxyholders who were assigned a Username by Computershare (see details under the heading "Appointment of Proxies"), will be able to vote and submit questions during the meeting. To do so, please go to https://meetnow.global/MWLMGNAprior to the start of the meeting to login. Click on "Shareholder" and enter your 15-digit Control Number or click on "Invitation" and enter your Invite Code. Non- Registered Shareholders (as defined in this Circular under the heading "Non-Registered Shareholders") who have not appointed themselves to vote at the meeting, may login as a guest, by clicking on "Guest" and complete the online form.

United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting,

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you must submit a copy of your legal proxy to Computershare and by email [e-mail]. Requests for registration should be directed to:

Computershare

100 University Avenue 8th Floor Toronto, Ontario M5J 2Y1

OR

Email at: [e-mail]

Requests for registration must be labeled as "Legal Proxy" and be received no later than June 10, 2024 by 10:00 a.m. Vancouver time. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at https://meetnow.global/MWLMGNAduring the meeting. Please note that you are required to register your appointment at http://www.computershare.com/Calibre.

• Non-RegisteredShareholders who do not have a 15-digit Control Number or Invite Code will only be able to attend as a guest which allows them listen to the meeting however will not be able to vote or submit questions. Please see the information under the heading "Non-Registered Shareholders" for an explanation of why certain shareholders may not receive a form of proxy.
• If you are using a 15-digit Control Number to login to the online meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the meeting as a guest.
• If you are eligible to vote at the meeting, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting.

Voting at the Meeting

A registered shareholder of common shares of the Company (a "Registered Shareholder"), or a Non- Registered Shareholder who has appointed themselves or a third-party proxyholder to represent them at the meeting, will appear on a list of shareholders prepared by Computershare, the transfer agent and registrar for the meeting. To have their common shares voted at the meeting, each Registered Shareholder or proxyholder will be required to enter their Control Number or Invite Code provided by Computershare at https://meetnow.global/MWLMGNAprior to the start of the meeting. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/Calibre after submitting their Voting Instruction Form in order to receive an Invite Code (please see the information under the headings "Appointment of Proxies" below for details).

Appointment of Proxies

Shareholders who wish to appoint a third-party proxyholder to represent them at the online meeting must submit their proxy or Voting Instruction Form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or Voting Instruction Form. Failure to register the proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting. To register a proxyholder, shareholders MUST visit https://meetnow.global/MWLMGNAby Monday, June 10, 2024 at 10:00 a.m. (Vancouver time) and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with

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Computershare by no later than 10:00 a.m. Vancouver time on June 10, 2024, or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays, and statutory holidays, before the commencement of such adjourned or postponed meeting. If a shareholder who has submitted a proxy attends the meeting via the webcast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Without an Invite Code, proxyholders will not be able to vote at the meeting.

Submitting a Proxy

A Proxy Form can be submitted to Computershare either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The Proxy Form must be deposited with Computershare by no later than 10:00 a.m. Vancouver time on June 10, 2024, or if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays, and statutory holidays) before the commencement of such adjourned or postponed meeting. If a Shareholder who has submitted a Proxy Form attends the meeting via webcast and has accepted the terms and conditions when entering the meeting online, any votes cast online by such Shareholder on a ballot will be counted and the votes previously submitted will be disregarded.

REPORTING CURRENCIES AND CURRENCY EXCHANGE RATE INFORMATION

Unless otherwise indicated, all references to "$"in this Circular refer to Canadian dollars and all references to "US$" in this Circular refer to United States dollars.

The closing, high, low and average exchange rates for the United States dollar in terms of Canadian dollars for each of the two years ended December 31, 2023 and 2022, based on the indicative rate of exchange as reported by the Bank of Canada, were as follows:

Year-Ended December 31

			2023	2022
	Closing	$1.3226	$1.3544
	High	$1.3875	$1.3856
	Low	$1.3128	$1.2451
	Average(1)	$1.3497	$1.3013

Note:

(1) Calculated as an average of the applicable daily rates for each period.

On April 22, 2024, the indicative rate of exchange for one United States dollar expressed in Canadian dollars as provided by the Bank of Canada was $1.3715.

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CALIBRE MINING CORP.

SUITE 1560 - 200 BURRARD STREET

VANCOUVER, B.C., V6C 3L6

MANAGEMENT INFORMATION CIRCULAR (as at April 22, 2024 except as otherwise indicated)

SOLICITATION OF PROXIES

This information circular (the "Circular") is provided in connection with the solicitation of proxies by the management (the "Management") of Calibre Mining Corp ("Calibre" or the "Company"). The form of proxy which accompanies this Circular (the "Proxy") is for use at the annual general meeting of the shareholders of the Company to be held on June 12, 2024 (the "Meeting"), at the time and place set out in the accompanying notice of Meeting (the "Notice of Meeting"). The Company will bear the cost of this solicitation. The solicitation will be made by mail, using Notice and Access, but may also be made personally by directors, officers or regular employees of the Company.by telephone or by way of electronic communication.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the Proxy are directors and/or officers of the Company. A registered shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person's name in the blank space provided. The completed Proxy should be delivered to Computershare Trust Company of Canada ("Computershare") by 10:00 a.m. (local time in Vancouver, British Columbia) on June 10, 2024, or before 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.

The Proxy may be revoked by:

1. signing a proxy with a later date and delivering it at the time and place noted above;
2. signing and dating a written notice of revocation and delivering it to Computershare or by transmitting a revocation by telephonic or electronic means, to Computershare, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or
3. attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.

Provisions Relating to Voting of Proxies

The shares represented by Proxy in the form provided to shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing him. If there is no direction by the registered shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the Management of the Company knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold common shares in their own name. Shareholders who hold their common shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their common shares in their own name (referred to herein as "Beneficial Shareholders") should note that only proxies deposited

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by shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those common shares will, in all likelihood, not be registered in the shareholder's name. Such common shares will more 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). In the United States, the vast majority of such common shares are registered under the name of Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Common shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each

Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

In accordance with National Instrument 54-101-Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"),the Company has elected to deliver this Circular to shareholders by (i) distributing a notification of meeting along with the form of proxy or VIF (as defined below) to the clearing agencies and Intermediaries (the "Mailed Materials") for distribution to Beneficial Shareholders; and (ii) posting the Mailed Materials on the Company's website (https://www.calibremining.com/investors/agm-materials/)and on the Company's SEDAR+ profile (www.sedarplus.ca). See "Notice and Access" on page 8 for further information. Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge") in Canada. Broadridge typically prepares a machine-readablevoting instruction form ("VIF"), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a

Broadridge VIF cannot use that form to vote common shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of common shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf.

The Company has distributed the Mailed Materials to intermediaries for distribution to NOBOs. Unless you have waived your right to receive the Mailed Materials, intermediaries are required to deliver them to you as a NOBO of the Company and to seek your instructions on how to vote your common shares.

The Company's OBOs can expect to be contacted by Broadridge or their brokers or their broker's agents as set out above. The Company intends to pay for intermediaries to deliver the Mailed Materials to OBOs and accordingly, if the OBO's intermediary does not assume the costs of delivery of those documents in the event that the OBO wishes to receive them, the OBO may not receive the documentation.

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Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 10:00 a.m. (Vancouver time) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the Meeting and to vote their common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to shareholders in the Notice of Meeting, Circular and the accompanying Proxy are to registered shareholders of the Company as set forth on the list of registered shareholders of the Company as maintained by the registrar and transfer agent of the Company, Computershare Trust Company of Canada, unless specifically stated otherwise.

Notice and Access

Under Canadian securities laws, reporting issuers are permitted to advise their shareholders of the availability of proxy-related materials, including this Circular, on an easily accessible website, rather than mailing physical copies pursuant to the "Notice and Access" rules. The use of this alternative means of delivery is more environmentally friendly as it helps reduce paper use, the Company's carbon footprint and the Company's printing costs.

We will not rely upon the use of "stratification". Stratification occurs when a reporting issuer, using the Notice and Access Provisions, provides a paper copy of its information circular to some shareholders together with the N&A Notice to be provided to shareholders as described above. In relation to the Meeting, all shareholders will receive the required documentation under the Notice and Access Provisions, and will not receive a paper copy of the Circular unless they expressly request a copy. Should you have any questions about notice and access, please call Computershare toll-free at 1-866-964-0492.

The Circular and other relevant materials are available at:

https://www.calibremining.com/investors/agm-materials/OR www.sedar.com

We remind you to access and review all of the important information contained in the Circular and other proxy materials before voting.

How to Obtain Paper Copies of the Proxy Materials

Requests for paper copies may be made using your Control Number as it appears on your enclosed VIF or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than May 31, 2024. If you do request the current materials, please note that another VIF/Proxy will not be sent; please retain your current one for voting purposes.

Securityholders may request to receive paper copies of the current meeting materials by mail at no cost.

For Holders with a 15 digit Control Number:

Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - [phone] and entering your control number as indicated on your Voting Instruction Form or Proxy. To obtain paper copies of the materials after the meeting date, please contact 604 681-9944.

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For Holders with a 16 digit Control Number:

Request materials by calling Toll Free, within North America - 1-877-907-7643 or direct, from Outside of North America - 1-303-562-9305 and entering your control number as indicated on your Voting Instruction Form. To obtain paper copies of the materials after the meeting date, please contact 604 681-9944.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of common shares. As of the date of this Circular, there were 787,758,665 issued and outstanding common shares.

Shareholders registered as at April 22, 2024, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must deliver their Proxies at the place and within the time set forth in the notes to the Proxy to entitle the person appointed by the Proxy to attend and vote.

Other than as set out below, to the knowledge of the directors and executive officers of the Company, as of the date of this Circular, no persons beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the issued and outstanding common shares of the Company.

		Percentage of Issued
Name of Shareholder	Number of Common Shares	Common Shares
B2Gold Corp.	110,950,333(1)	14.08%

1 The number was obtained from the public filings made by B2Gold Corp. on the System for Electronic Disclosure by Insiders (SEDI).

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

In this section "Named Executive Officer" or "NEO" means: (a) the Chief Executive Officer ("CEO"); (b) the Chief Financial Officer ("CFO"); and (c) each of the three most highly compensated executive officers other than the foregoing chief executive officers and chief financial officers. For the year ended December 31, 2023, the Company had five NEOs, namely Darren Hall, President and CEO, David Splett, Senior Vice President & CFO, Ryan King, Senior Vice President, Corporate Development & Investor Relations, Tom Gallo, Senior Vice President, Strategy & Growth, and David Hendriks, Senior Vice President, Nicaragua Operations.

Compensation Governance and Objectives

The Board has appointed the Compensation Committee which is currently comprised of Edward Farrauto (Chair) and Blayne Johnson, all of whom are independent directors within the meaning of National Instrument 58-101Disclosure of Corporate Governance Practices ("NI 58-101"). An additional director will be added to the Compensation Committee after the Meeting. The Compensation Committee is responsible for compensation issues, talent management and development, disclosure obligations, working with outside compensation consultants and corporate strategy as it relates to compensation. With respect to compensation issues, the mandate of the Compensation Committee provides that its responsibilities will include: (a) determining the salary and benefits of the CEO; (b) reviewing with the CEO, the compensation of the Company's officers that report to the CEO; (c) after considering recommendations of the CEO, reviewing and recommending for approval by the Board the general compensation structure and policies and programs for the Company; (d) administering the Company's LTIP and determining its use, from time to time, as a form of compensation for salaried personnel and directors; (e) after considering recommendations of the CEO, reviewing and recommending for approval by the Board all equity-based grants; (f)