Newrange Gold : Informational Circular - Oct. 5, 2023

NEWRANGE GOLD CORPORATION

ANNUAL AND SPECIAL SHAREHOLDER MEETING

TO BE HELD ON OCTOBER 5, 2023

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO, AMONG OTHER THINGS, THE PROPOSED ACQUISITION BY REVERSE TAKEOVER TRANSACTION OF MITHRIL RESOURCES LIMITED

September 1, 2023

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover described in this Information Circular .

NEWRANGE GOLD CORPORATION

Suite 250 - 750 West Pender Street, Vancouver, B.C. V6C 2T7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the shareholders of Newrange Gold Corporation (the "Corporation") will be held virtually on October 5, 2023 at 4:00 p.m. (local time), for the following purposes:

1. To receive the financial statements of the Corporation for the fiscal year ended April 30th, 2023 together with the auditor's report thereon.
2. To set the number of directors for the ensuing year at four (4).
3. Conditional on and effective upon the closing of the Transaction (as defined herein) involving the Corporation and Mithril Resources Limited, as more particularly set out in the accompanying management information circular ("Information Circular"), to fix the number of directors at six (6);
4. To elect two alternate slates of directors, namely (i) a slate consisting of the four (4) incumbent directors of the Corporation (the "Incumbent Slate"), to take office immediately following the Meeting, and (ii), conditional on and effective upon the closing of the Transaction, an alternate slate of six (6) directors to replace the Incumbent Slate;
5. To appoint an auditor for the ensuing year.
6. To ratify and approve, by ordinary resolution, the Corporation's rolling Share Option Plan.
7. To consider and, if thought advisable, to pass a special resolution (the "Consolidation Resolution") to affect a consolidation of all of the Corporation's issued and outstanding common shares on the basis of one (1) new common share of the Corporation for two (2) existing common shares of the Corporation (the "Consolidation");
8. To consider and, if thought advisable, to pass an ordinary resolution approving the acquisition of all the issued and outstanding securities of Mithril Resources Limited (the "Acquisition Resolution"), all as more particularly described in the accompanying Information Circular;
9. To transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

2

The Board of Directors has fixed September 1, 2023 as the Record Date for determining the shareholders entitled to receive notice of and vote at the Meeting. Shareholders unable to attend the Meeting in person are requested to read the enclosed Information Circular and Proxy (or Voting Instruction Form, a "VIF") and then complete and deposit the Proxy or VIF in accordance with its instructions. Unregistered shareholders must deliver their completed VIF in accordance with the instructions given by their financial institution or other intermediary that forwarded it to them.

DATED at Vancouver, British Columbia this 1st day of September, 2023.

ON BEHALF OF THE BOARD OF DIRECTORS

Signed: "Robert Archer"

Robert Archer

President & CEO

These share holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered share holder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

3

Contents
CURRENCY AND EXCHANGE RATES	1
GENERAL DISCLOSURE INFORMATION	1
SCIENTIFIC AND TECHNICAL INFORMATION	2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION	2
SUMMARY OF INFORMATION CIRCULAR	4
NEWRANGE GOLD CORPORATION	8
MANAGEMENT INFORMATION CIRCULAR	8
PERSONS MAKING THIS SOLICITATION OF PROXIES	8
INTRODUCTION	8
APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES	9
INFORMATION FOR NON-REGISTERED (BENEFICIAL) OWNERS OF COMMON SHARES	10
VOTING OF PROXIES	11
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	11
QUORUM	12
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF	12
STATEMENT OF EXECUTIVE COMPENSATION	12
Named Executive Officers	12
Oversight and description of director and named executive officer compensation	13
Compensation Governance	17
Director and NEO Compensation (Excluding Compensation Securities)	17
Stock Options and Other Compensation Securities	18
Employment, Consulting and Management Agreements	18
Pension Plan Benefits	18
Termination and Change of Control Benefits	18
CORPORATE GOVERNANCE	19
Board of Directors	19
Directorships	20
Orientation and Continuing Education	20
Ethical Business Conduct	21
Nomination of Directors	21
Compensation	21
Other Board Committees	22
Assessments	22
AUDIT COMMITTEE	22
Overview	22

- i -

The Audit Committee's Charter	23
Composition of the Audit Committee	23
Relevant Education and Experience	23
Complaints	24
Audit Committee Oversight	25
Reliance on Certain Exemptions	25
Pre-Approval Policies and Procedures	25
External Auditor Service Fees (By Category)	25
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	26
SECURITIES AUTHORIZED FOR ISSUANCE	26
UNDER EQUITY COMPENSATION PLANS	26
Equity Compensation Plan Information	26
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	27
PARTICULARS OF MATTERS TO BE ACTED UPON	27
Financial Statements, Audit Report & Management's Discussion & Analysis	27
Appointment of Auditor	27
Election of Directors	27
Approval and Ratification of Share Option Plan	32
Consolidation	33
ACQUISITION OF MITHRIL RESOURCES LIMITED	35
PART I - INFORMATION CONCERNING THE CORPORATION	35
Name and Incorporation	35
Concurrent Financing	36
General Development of the Business	36
Selected Financial Information and Management's Discussion and Analysis	39
Annual Information	39
Quarterly Information	39
Management Discussion and Analysis	40
Description of the Securities	42
Principal Shareholders	43
Share Option Plan	43
Prior Sales	44
Escrow Securities	44
Stock Exchange Price	44
Legal Proceedings	45
Auditor, Transfer Agent and Registrar	45
Auditor	45
Registrar and Transfer Agent	45
Material Contracts	45
PART II - INFORMATION CONCERNING MITHRIL	46
Name and Incorporation	46
The Acquisition	46
The Deed Polls	46
Conditions Precedent	47

ii