Aris Gold : Notice of Special Meeting and Joint Information Circular of GCM Mining Corp. and Aris Gold Corporation

NOTICES OF SPECIAL MEETINGS

and

JOINT MANAGEMENT INFORMATION CIRCULAR

of

GCM MINING CORP. and ARIS GOLD CORPORATION

for the

SPECIAL MEETINGS OF SHAREHOLDERS

to be held September 19, 2022 in connection with a proposed

PLAN OF ARRANGEMENT

involving

GCM MINING CORP.,

1373945 B.C. LTD.,

ARIS GOLD CORPORATION

AND THE

SHAREHOLDERS OF ARIS GOLD CORPORATION

August 16, 2022

TAKE ACTION AND VOTE TODAY

These materials are important and require your immediate attention. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. No securities regulatory authority in Canada, the United States or elsewhere has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document, the securities being offered pursuant to such transactions or the adequacy of the information contained in this document and it is an offense to claim otherwise. GCM Shareholders that require further assistance may contact GCM's proxy solicitation agent, Morrow Sodali (Canada) Ltd., by: (i) telephone, toll-free for GCM Shareholders in North America at 1-888-999-1787, or collect call for GCM Shareholders outside of North America at 1-289-695-3075; or (ii) email at [e-mail]. Aris Shareholders that require further assistance may contact Aris' proxy solicitation agent, Laurel Hill Advisory Group, by: (i) telephone, toll-free for Aris Shareholders in North America at 1-877-452-7184, or collect call for Aris Shareholders outside of North America at 1-416-304-0211; or (ii) e-mail at [e-mail].

NOTICE OF SPECIAL MEETING OF

THE SHAREHOLDERS OF GCM MINING CORP.

NOTICE IS HEREBY GIVEN that a special meeting (the "GCM Meeting") of the holders (the "GCM Shareholders") of common shares (the "GCM Shares") of GCM Mining Corp. ("GCM") will be held virtually, via live audio webcast at https://virtual-meetings.tsxtrust.com/1397on September 19, 2022 at 8:00 a.m. (Vancouver time; 11:00 a.m. Toronto time), for the following purposes:

1. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution (the "GCM Resolution"), the full text of which is set forth in Appendix A to the accompanying joint management information circular dated August 16, 2022 (the "Circular"), authorizing and approving the issuance of up to 73,748,820 GCM Shares in connection with the proposed acquisition by GCM of all of the outstanding common shares of Aris Gold Corporation ("Aris") not already owned by GCM, including GCM Shares issuable upon the exercise of convertible securities of Aris following the effective date of the Arrangement (as defined below), in connection with the proposed plan of arrangement of Aris pursuant to section 288 of the Business Corporations Act (British Columbia) (the "Arrangement") involving GCM, 1373945 B.C. Ltd., Aris and the shareholders of Aris to be completed pursuant to the terms and subject to the conditions of the arrangement agreement dated July 25, 2022 between GCM and Aris, all as more particularly described in the Circular; and
2. to transact such further and other business as may properly be brought before the GCM Meeting or any adjournment or postponement thereof.

The Circular includes more detailed information relating to the matters to be considered at the GCM Meeting.

The record date for determining the GCM Shareholders entitled to receive notice of and vote at the GCM Meeting is the close of business on August 15, 2022.

GCM has determined to hold the GCM Meeting virtually via a live audio webcast. All registered GCM Shareholders or their duly appointed proxyholders, regardless of their geographic location and equity ownership, will have an equal opportunity to participate in the GCM Meeting and engage with directors and management of GCM.

A registered GCM Shareholder may attend, submit questions and vote at the GCM Meeting online at https://virtual- meetings.tsxtrust.com/1397or may be represented at the GCM Meeting by proxy. GCM Shareholders will not be able to attend the GCM Meeting in person. Registered GCM Shareholders who are unable to virtually attend the GCM Meeting, or an adjournment or postponement thereof, are requested to complete, date, and sign the accompanying form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Votes must be received by TSX Trust Company ("TSX Trust"), GCM's transfer agent, prior to 8:00 a.m. (Vancouver time; 11:00 a.m. Toronto time) on September 15, 2022, or at least 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the GCM Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the GCM Meeting at their discretion, without notice.

If you are a beneficial GCM Shareholder and have received these materials through your broker or through another intermediary, please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

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It is important to note that GCM Shareholders must remain connected to the internet at all times during the GCM Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the GCM Meeting.

Non-registered shareholders must seek instruction on how to complete their form of proxy and vote their shares from their broker, trustee, financial institution or other nominee. Please advise GCM of any change in your mailing address.

This Notice of Meeting and the Circular will also be available under GCM's profile on SEDAR at www.sedar.com.

GCM Shareholders who are planning to return the form of proxy or a voting instruction form are encouraged to review the Circular carefully before submitting the form of proxy or voting instruction form.

Your vote is very important, regardless of the number of GCM Shares that you own. Whether or not you expect to virtually attend the GCM Meeting, we encourage you to vote using the form of proxy or voting instruction form, as applicable, as promptly as possible to ensure that your vote will be counted at the GCM Meeting.

If you have any questions or require assistance in completing your proxy or voting information form, please contact GCM's proxy solicitation agent, Morrow Sodali (Canada) Ltd., by telephone at 1-888-999-1787(toll-free in North America) or 1-289-695-3075 (collect call outside North America) or by email at [e-mail].

THE GCM BOARD OF DIRECTORS UNANIMOUSLY1 RECOMMENDS THAT GCM

SHAREHOLDERS VOTE FOR THE GCM RESOLUTION.

DATED at Toronto, Ontario, this 16th day of August, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Lombardo Paredes Arenas"

Lombardo Paredes Arenas

Chief Executive Officer

• As defined in the Circular.

NOTICE OF SPECIAL MEETING OF

THE SHAREHOLDERS OF ARIS GOLD CORPORATION

NOTICE IS HEREBY GIVEN that a special meeting (the "Aris Meeting") of the holders (the "Aris Shareholders") of common shares (the "Aris Shares") of Aris Gold Corporation ("Aris") will be held virtually, via live audio webcast using the LUMI virtual meeting platform online at https://web.lumiagm.com/294-900-287on September 19, 2022 at 10:00 a.m. (Vancouver time; 1:00 p.m. Toronto time), for the following purposes:

1. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the "Aris Arrangement Resolution"), the full text of which is set forth in Appendix B to the accompanying joint management information circular dated August 16, 2022 (the "Circular"), authorizing and approving a plan of arrangement (the "Plan of Arrangement") pursuant to section 288 of the Business Corporations Act (British Columbia) (the "BCBCA") involving GCM Mining Corp., 1373945 B.C. Ltd., Aris and the Aris Shareholders; and
2. to transact such further and other business as may properly be brought before the Aris Meeting or any adjournment or postponement thereof.

The Circular includes more detailed information relating to the matters to be considered at the Aris Meeting.

The record date for determining the Aris Shareholders entitled to receive notice of and vote at the Aris Meeting is the close of business on August 15, 2022.

Aris Shareholders will not be able to attend the Aris Meeting in person. Registered Aris Shareholders and duly appointed proxyholders (who have properly registered) will be able to attend, participate and vote at the Aris Meeting online at https://web.lumiagm.com/294-900-287.Non-registered (beneficial) Aris Shareholders who have not appointed themselves as proxyholder will be able to attend the Aris Meeting as guests and view the webcast, however, they will not be able to participate or vote at the Aris Meeting.

Forms of proxy must be returned to Odyssey Trust Company ("Odyssey"), Aris' transfer agent, prior to 10:00 a.m. (Vancouver time; 1:00 p.m. Toronto time) on September 15, 2022, or at least 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Aris Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Aris Meeting at their discretion, without notice.

If you are a beneficial Aris Shareholder and have received these materials through your broker or through another intermediary, please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

If appointing a person, other than the management nominees identified on the form of proxy or voting instruction form, to represent you at the Aris Meeting, you must follow the instructions in the Circular or on the form of proxy or voting instruction form to appoint such proxyholder by such proxy deadline. Once appointed, registering the proxyholder before such proxy deadline is an additional step in order for the proxyholder to participate in the online Aris Meeting. To register a proxyholder, Aris Shareholders MUST send an email to [e-mail] 10:00 a.m. (Vancouver time; 1:00 p.m. Toronto time) on September 15, 2022 and provide Odyssey with the required proxyholder contact information (including an email), the number of Aris Shares appointed, and the name in which the Aris Shares are registered, so that Odyssey may provide the proxyholder with a username via email.

Additional information on how to attend and participate at the Aris Meeting can be found in the accompanying Circular. Aris Shareholders who are planning to return the form of proxy or a voting instruction form are encouraged to review the Circular carefully before submitting the form of proxy or voting instruction form.