Aris Mining : Notice of Annual General Meeting of Shareholders and Management Information Circular

"A gold producer in the Americas, expanding for tomorrow."

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

Meeting to be held May 16, 2024

April 3, 2024

LETTER FROM THE CHAIR OF THE BOARD

AND CHIEF EXECUTIVE OFFICER

April 3, 2024

Dear fellow shareholders,

It is our pleasure to invite you to the 2024 Annual General Meeting of shareholders of Aris Mining Corporation ("Aris Mining" or the "Company") to be held on Thursday, May 16, 2024 at 10:00 a.m. Pacific time. We are holding the meeting on a virtual-only basis to enable greater shareholder attendance and participation from our corporate offices in both Vancouver, Canada and Bogotá, Colombia. The accompanying management information circular provides details about items for consideration at the meeting. Your vote is important, and we encourage you to vote by following the instructions provided.

In 2023, we restructured the operations team and introduced new operating procedures following the combination of GCM Mining Corp. and Aris Gold Corporation in September 2022. The new team achieved consistent quarter-over-quarter increases in gold production during 2023, significantly strengthening our position for 2024 and beyond. We have achieved the initial phase of our vision to create an attractive gold mining company for investors by integrating profitable operations with exploration potential and attractive, large-scale growth projects.

Aris Mining has two operating mines expected to produce between 220,000 and 240,000 ounces of gold in 2024 and expansions are underway that aim to increase production to 500,000 ounces in 2026. We are actively investing in exploration programs to delineate additional gold resources and reserves, and are advancing two key projects - the Soto Norte gold-copper project in Colombia and the Toroparu gold project in Guyana.

While our focus remains on delivering long-term investment returns to our shareholders, we are committed to creating lasting benefits for our workforce, contract partner miners, and community and government partners.

Thank you for your support as we continue to build a company that delivers value to all stakeholders.

Sincerely,
	"Ian Telfer"		"Neil Woodyer"
	Ian Telfer	Neil Woodyer
	Chair of the Board of Directors	Chief Executive Officer and Director

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

Notice of 2024 Annual General Meeting

	Date and time	Thursday, May 16, 2024 at 10:00 a.m. Pacific time (the "Meeting")
	Location	The meeting will be held virtually using the LUMI platform to enable greater
		shareholder attendance and participation.
	How to participate	Registered shareholders and duly appointed proxyholders (who have properly
		registered) will be able to attend, participate and vote at the Meeting online at
		https://web.lumiagm.com/289778423. Beneficial shareholders who have not
		appointed themselves as proxyholder will be able to attend the Meeting as guests
		and view the webcast, but will not be able to participate or vote at the Meeting.
		To be valid, proxies must be received by Odyssey Trust Company ("Odyssey") before
		the deadline for submitting proxies, being 10:00 a.m. Pacific time on the second
		business day preceding the date of the Meeting or any adjournment or
		postponement thereof.
		If you are a shareholder who wishes to appoint a person other than the
		management nominees identified on the form of proxy or voting instruction form, to
		represent you at the Meeting you may do so by inserting such person's name in the
		blank space provided in the form of proxy or voting instruction form and following
		the instructions for submitting such form of proxy or voting instruction form. This must
		be completed prior to registering such proxyholder, which is an additional step to
		be completed once you have submitted your form of proxy or voting instruction
		form. If you wish that a person other than the management nominees identified on
		the form of proxy or voting instruction form attend and participate at the Meeting
		as your proxy and vote your Shares, including if you are a beneficial shareholder
		and wish to appoint yourself as proxyholder to attend, participate and vote at the
		Meeting, you MUST register such proxyholder after having submitted your form of
		proxy or voting instruction form identifying such proxyholder. Failure to register the
		proxyholder will result in the proxyholder not receiving a Username to participate in
		the Meeting. Without a Username, proxyholders will not be able to attend,
		participate or vote at the Meeting. To register a proxyholder, shareholders MUST
		send an email to [e-mail] provide Odyssey with their
		proxyholder's contact information, number of shares appointed, name in which the
		shares are registered if you are the registered shareholder, or name of broker where
		the shares are held if you are the beneficial shareholder, so that Odyssey may
		provide the proxyholder with a username via email.
		Additional information on how to attend and participate at the Meeting can be
		found in the accompanying Management Information Circular (the "Circular").
	Meeting materials	It is important that you review the Circular before exercising your vote, as it contains
		important information relating to the business of the Meeting. The Company has
		elected to deliver this Notice of Meeting and the accompanying Circular
		(collectively, the "Meeting Materials") to shareholders by posting the Meeting
		Materials athttps://odysseytrust.com/client/arismining/in accordance with the
		notice and access notification mailed to shareholders of the Company. The use of
		the notice and access procedures under applicable securities laws will reduce the
		Company's printing and mailing costs and is more environmentally friendly by
		reducing the use of paper. The Meeting Materials will be available on the website
		above as of April 8, 2024, and will remain on the website for one (1) full year
		thereafter. The Meeting Materials will also be available under the Company's profile
		on SEDAR+ at http://www.sedarplus.caand in its filings with the U.S. Securities and
		Exchange Commission at http://www.sec.govas of April 8, 2024.

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

Business of the Meeting The Meeting is being held for the following purposes:

1. to present the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023 and the accompanying Auditor's report;
2. to fix the number of directors at eight and elect the eight directors, as more particularly described in the accompanying Circular;
3. to appoint KPMG LLP, as Auditors of the Company for the ensuing year at a remuneration to be fixed by the directors; and
4. to transact such other business as may be properly transacted at the Meeting or at any adjournment or postponement thereof.

Voting entitlement	The Board of Directors of the Company has fixed the close of business on March 25,
	2024 as the record date of the Meeting, being the date for determination of the
	registered holders of common shares of the Company entitled to receive notice of,
	and to vote at, the Meeting and any adjournment or postponement thereof.

Dated at Vancouver, as of April 3, 2024

By order of the Board of Directors "Neil Woodyer"

Chief Executive Officer and Director

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

2024 Management Information Circular

This management information circular (the "Circular") has been prepared for the holders (the "Shareholders") of common shares ("Shares") of Aris Mining Corporation ("Aris Mining" or the "Company") in connection with Aris Mining's Annual General Meeting of Shareholders to be held on Thursday, May 16, 2024 at 10:00 a.m. Pacific time (the "Meeting"). References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

What's Inside
Voting and Other Important Information	4
Business of the Meeting	9
Director Compensation	20
Executive Compensation	25
Audit Committee	39
Report on Corporate Governance	39
Indebtedness of Directors and Executive Officers	48
Interests of Informed Persons in Material Transactions	48
Interest of Certain Persons or Companies in Matters to be Acted upon	48
Management Contracts	48
Additional Information	48
Qualified Person and Technical Information	49
Non-IFRSand Other Financial Measures	50
Cautionary Note Regarding Forward-lookingInformation	51
SCHEDULE "A"	A-1

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

Voting and Other Important Information

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by or on behalf of the management and board of directors (the "Board of Directors" or the "Board") of Aris Mining for use at the Meeting to be held virtually using the LUMI virtual meeting platform at the following link https://web.lumiagm.com/289778423on Thursday, May 16, 2024 at 10:00 a.m. Pacific time, or at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Meeting.

Solicitation of proxies will primarily be by mail or courier, supplemented by telephone or other personal contact by employees or agents of the Company at nominal cost, and all costs thereof (save for the cost of solicitation of OBOs (as defined below)) will be paid by the Company.

To enable greater shareholder attendance and participation, the Company is requiring all Shareholders and others who wish to attend the Meeting in person to do so online at https://web.lumiagm.com/289778423and/or vote on the matters before the Meeting by completing a proxy, voting instruction form or other materials provided by their Intermediary (as defined below), as applicable.

Aris Mining's Shareholders consist of registered (or direct) shareholders and beneficial (or indirect) shareholders. You are a registered Shareholder if your name appears on a physical share certificate or Direct Registration Service ("DRS") advice issued by the Company's transfer agent. You are a beneficial Shareholder if you hold Shares through an intermediary, such as a bank, trust company, securities dealer, broker or other nominee or a clearing agency (each, an "Intermediary"). Most of Aris Mining's Shareholders are beneficial shareholders.

If you owned Shares (either directly or indirectly through an Intermediary) as of the Record Date (as defined below), you are entitled to have your vote counted at the Meeting. The instructions provided below set forth the different procedures to be followed to ensure you are represented at the Meeting whether you are a registered or beneficial holder of Shares. If your Shares are held in more than one form, you should sign and submit all forms of proxy and voting instruction forms received in accordance with the instructions provided.

Notice-and - Access

The Company is availing itself of the "notice-and-access" provisions in securities laws that permit the Company to forego mailing paper copies of this Circular and proxy-related materials to Shareholders and instead make them available for review, print and download via the internet.

In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, of the Canadian Securities Administrators ("NI 54-101"), Shareholders will receive a package (the "Notice Package") in the mail containing a form of proxy or voting instruction form, as applicable, a notice outlining the business items to be addressed at the Meeting as well as information about how to access the notice of Meeting and this Circular (collectively, the "Meeting Materials") online, how to obtain paper copies of the Meeting Materials at no charge, and how to vote.

The Company does not intend to pay for Intermediaries to forward the Meeting Materials and Form 54-101F7

• Request for Voting Instructions made by Intermediary ("Form 54-101F7") to OBOs (as defined below) under NI 54-101. OBOs will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

As is set forth in the Notice Package, the Meeting Materials can be accessed directly online on the Company's SEDAR+ profile located at http://www.sedarplus.caand are also available at https://odysseytrust.com/client/arismining/. The Notice Package also includes instructions to Shareholders on how to request delivery of printed copies of the Meeting Materials. If you are a registered Shareholder or NOBO (as defined below) and wish to receive a paper copy of the Meeting Materials or have questions about notice-and-access in advance of the Meeting, please contact the Company's registrar and transfer agent, Odyssey Trust Company ("Odyssey") by toll-free telephone at 1-888-290-1175(toll-free within North America) or 1-587-885-0960 (direct from outside North America). OBOs should contact their broker directly.

Page|4

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

The Company will not employ what is known as "stratification". Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of their information circular with the notice to certain groups of shareholders. For the Meeting, all Shareholders will receive the Notice Package and will have access to the Meeting Materials through notice-and-access. The Company will only mail paper copies of the Meeting Materials to those registered and beneficial Shareholders who have previously elected to receive or otherwise request paper copies of the Meeting Materials. All other Shareholders of the Company will receive the Notice Package containing information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting.

Record Date and Quorum

The Board has fixed the record date for the Meeting as the close of business on March 25, 2024 (the "Record Date"). All registered holders of Shares at the close of business on the Record Date will be entitled to vote at the Meeting.

Each registered Shareholder will be entitled to one vote per Share.

Under Aris Mining's articles, the quorum for the transaction of business at the Meeting consists of two or more Shareholders entitled to vote at the meeting, present in person or by proxy, who, in the aggregate, hold at least twenty-five percent (25%) of the issued Shares entitled to vote at the Meeting.

General

Unless otherwise specified, the information in this Circular is current as at April 3, 2024. Unless otherwise indicated, all references to "$" or "US$" in this Circular refer to United States dollars. References to "C$" in this Circular refer to Canadian dollars. The Bank of Canada rate of exchange on April 2, 2024 for one U.S. dollar to Canadian dollars was 1.3572.

In this Circular, "you", "your" and "Shareholder" refer to direct and indirect holders of Shares and "Aris Mining" and the "Company" refer to Aris Mining Corporation, unless otherwise indicated.

Copies of this Circular, as well as the Company's financial statements to be presented at the Meeting and related Management's Discussion and Analysis ("MD&A"), can be obtained under the Company's profile on SEDAR+ at http://www.sedarplus.caand in its filings with the U.S. Securities and Exchange Commission ("SEC") at http://www.sec.gov. Alternatively, physical copies of the same may be obtained free of charge by contacting the Company's corporate secretary at [e-mail] by telephone at 604.764.5870.

Voting Procedures

Registered Shareholders and duly appointed proxyholders may attend the Meeting online and vote their Shares. Registered Shareholders and duly appointed proxyholders can participate in the Meeting online by going to https://web.lumiagm.com/289778423and clicking "I have a login" and entering a username and password before the start of the Meeting.

• Registered Shareholders: the 12-digit control number located on the form of proxy or in the email notification you received is the username and the password is "aris2024".
• Duly appointed proxyholders: Odyssey, transfer agent of the Company, will provide the proxyholder with a username after the proxy deadline has passed, provided the proxyholder has been registered with Odyssey before the deadline, which is an additional step required once a Shareholder has submitted their proxy in order for the proxyholder to participate in the online Meeting. See the heading "Registering a third-partyproxyholder" and "Beneficial shareholders" below for details on registering a proxyholder. The password to the Meeting is "aris2024".

Voting at the Meeting will only be available for registered Shareholders and duly appointed proxyholders who have properly registered. To have your Shares voted at the Meeting, each registered Shareholder and duly appointed proxyholder will be required to enter their control number or username that is provided by Odyssey prior to the start of the Meeting.

Page|5

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

Shareholders who wish to appoint a third-party proxyholder, who is not the management designated proxyholder, to represent them at the Meeting, including beneficial Shareholders who wish to appoint themselves or another third party as proxyholder to attend, participate or vote at the Meeting, MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See "Registering a third- party proxyholder" and "Beneficial shareholders" below for further details.

If you are a Beneficial Shareholder who has not duly appointed yourself as proxyholder, you will be able to attend the Meeting as a guest and view the webcast, but you will not be able to participate or vote at the Meeting.

It is important 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. To participate online, (i) registered Shareholders must have a valid 12-digit control number and (ii) duly appointed proxyholders must have received an email from Odyssey containing a username after registering.

Appointment and Revocation of Proxies

Registered Shareholders who cannot attend the Meeting virtually may vote by proxy either by mail, personal delivery, fax or over the internet. Proxies must be completed in accordance with the instructions provided on the form of proxy and must be received by the Company's transfer agent, Odyssey, by 10:00 a.m. Pacific time on May 14, 2024, or not less than 48 hours before the commencement of any adjournment or postponement of the Meeting. Registered Shareholders must return the properly completed proxy to Odyssey as follows:

1. By mail or personal delivery to Odyssey Trust Company, United Kingdom Building, 350 - 409 Granville Street, Vancouver, B.C. V6C 1T2; or
2. By fax to Odyssey, to the attention of the proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international); or
3. By internet by going to https://login.odysseytrust.com/pxloginand following the online voting instructions given to you.

The Chair of the Meeting will have the discretion to accept or reject proxies deposited in any other manner.

If you return a proxy to Odyssey, be sure that the proxy is properly dated, signed and executed. A proxy returned to Odyssey will not be valid unless you or your attorney duly authorized in writing, date and sign it and, if the registered Shareholder is a company or association, documentation evidencing the power to execute the proxy may be required with signing capacity stated therein. If not dated, the proxy will be deemed to have been dated the date that it is mailed to Shareholders.

Management has designated Neil Woodyer, Chief Executive Officer and Director of the Company, and Ashley Baker, General Counsel and Corporate Secretary of the Company, as proxyholders to attend the Meeting virtually and act for those Shareholders at the Meeting who have not specified a particular proxyholder. You have the right to appoint a person other than Mr. Woodyer or Ms. Baker, who need not be a Shareholder of the Company, to be your proxyholder if you choose. If you are returning your proxy to Odyssey, such right may be exercised by inserting such person's name in the blank space provided in the form of proxy and striking out the names of Mr. Woodyer and Ms. Baker in the form of proxy, or by completing another form of proxy. If you appoint a proxyholder other than Mr. Woodyer or Ms. Baker, that proxyholder must attend the Meeting virtually using the LUMI platform and vote at the Meeting for your vote to be counted. Registering the proxyholder (other than Mr. Woodyer or Ms. Baker) is an additional step required once a registered Shareholder has submitted their proxy in order to participate in the online Meeting. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the online Meeting. Please see below for information on registering a proxyholder.

Registering a third-party proxyholder

Registered Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy prior to registering their proxyholder. The first step is to submit your proxy

Page|6

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

appointing such third-party proxyholder as set out above. Registering the proxyholder is an additional step once a registered Shareholder has submitted their proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the online Meeting. To register a proxyholder, Shareholders MUST send an email [e-mail] 10:00 a.m. Pacific time on May 14, 2024 and provide Odyssey with the required proxyholder contact information (including an email), the number of Shares appointed, and the name in which the Shares are registered, so that Odyssey may provide the proxyholder with a username via email.

Registering your proxyholder and receiving a username is an additional step to be completed AFTER you have submitted your proxy. Without a username, proxyholders will not be able to participate online at the Meeting.

Revoking a proxy

A proxy given pursuant to this solicitation may be revoked at any time prior to its use.

If you are a registered Shareholder and have given a proxy, you may revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by the proxy. Proxies may be revoked by depositing a written instrument giving notice of revocation: (a) at the office of Odyssey, set out above or at the registered office of Aris Mining, c/o Fasken Martineau DuMoulin LLP, Suite 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3 Attention: Georald Ingborg, on or before the last business day preceding the day of the Meeting at which such proxy is to be used. The written notice of revocation must be executed by you or by an officer (if the registered Shareholder is a corporation or association) or attorney upon presentation of your written authorization.

Proxies may also be revoked by (a) executing another form of proxy bearing a later date and depositing the same at the offices of Odyssey, prior to the deadline for depositing proxies set out above; or (b) by attending the Meeting virtually and voting your Shares. A proxy may also be revoked by any other method permitted by applicable law.

If you are a registered Shareholder who has submitted a proxy and you attend the Meeting via the webcast, and accept the terms and conditions when entering the Meeting online, any votes you cast on a ballot at the Meeting online will be counted and the submitted proxy will be disregarded.

Only registered Shareholders have the right to revoke a proxy. Beneficial Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their Intermediary to arrange to change their voting instructions.

Voting of Shares Represented by Management Proxies

Registered Shareholders

On any matter to be acted upon or any ballot that may be called for at the Meeting, the Shares represented by each properly executed proxy in favour of the persons designated in the enclosed proxy received by Aris Mining will be voted or withheld from voting in accordance with the instructions given by the registered Shareholder. In the absence of such specifications in an enclosed proxy where the registered Shareholder has appointed the persons whose names have been pre-printedin the enclosed proxy as the Shareholder's nominee at the Meeting, the Shares represented by such proxies will be voted FOR each of the matters specified in this Circular.

The enclosed proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of Aris Mining knows of no such amendments, variations or other matters to come before the Meeting. However, where a registered Shareholder has appointed the persons whose names have been pre-printed in the enclosed proxy as the registered Shareholder's nominee at the Meeting, if any amendments or variations to matters identified in the Notice of Meeting or other matters which are not now known to management of Aris

Page|7

Aris Mining Corporation

Notice of 2024 Annual General Meeting and Management Information Circular

Mining should properly come before the Meeting, the enclosed proxy may be voted on such matters in accordance with the best judgment of the person voting the proxy.

Beneficial Shareholders

The information set out in this section is important to many of Aris Mining's Shareholders as a substantial number of Aris Mining's Shareholders do not hold their Shares in their own names.

If your Shares are not registered in your name, they are held by an Intermediary, on your behalf, which makes you a beneficial Shareholder (the "Beneficial Shareholder").

There are two kinds of Beneficial Shareholders:

1. Objecting Beneficial Owners: Beneficial Shareholders who object to their name and details of their security holdings being made known to the Company (called "OBOs"); and

2. Non-ObjectingBeneficial Owners: Beneficial Shareholders who do not object to their name and details of their security holdings being made known to the Company (called "NOBOs").

In accordance with the securities regulatory policies, the Company has distributed copies of the Notice Package to the Intermediaries for onward distribution to the Beneficial Shareholders. The Company does not intend to pay for Intermediaries to forward the Meeting Materials and Form 54-101F7 to OBOs under NI 54- 101. OBOs will not receive the materials unless the OBO's Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Notice Package to each Beneficial Shareholder unless the Beneficial Shareholder has waived the right to receive them. Beneficial Shareholders who have not waived the right to receive the Notice Package will also receive either a voting instruction form ("VIF") or, less frequently, a form of proxy. The purpose of these forms is to permit Beneficial Shareholders to direct the voting of the Shares they beneficially own.

Each Intermediary will have its own procedures to permit voting of Shares held on behalf of Beneficial Shareholders, including requirements as to when and where proxies or VIFs are to be delivered. If you are a Beneficial Shareholder, you should carefully follow the instructions provided by your Intermediary to ensure your Shares are voted at the Meeting.

If you are a Beneficial Shareholder and wish to personally vote at the virtual Meeting, change voting instructions given by you to your Intermediary, or revoke voting instructions given by you to your Intermediary, follow the instructions given by your Intermediary or contact your Intermediary directly to discuss what procedure to follow.

If you are a Beneficial Shareholder located in the United States and wish to attend the Meeting and vote online (or have another person attend and vote on your behalf), in addition to the steps described above (and the steps below regarding registering), you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the legal proxy form and the VIF sent to you or contact your Intermediary to request a legal proxy form or a VIF if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Odyssey.

If an Intermediary who is the registered holder of or holds a proxy in respect of Shares owned by you, receives your proper instructions to vote (or have another person vote on behalf of you), such Intermediary is required under NI 54-101 to arrange, without expense to you, to appoint you as a Beneficial Shareholder or your nominee, as proxyholder in respect of your Shares. Under NI 54-101, if the Intermediary makes an appointment in this manner, you or your nominee, as applicable, must be given authority to attend, vote and otherwise act for and on behalf of the Intermediary (who is the registered Shareholder) in respect of all matters that come before the Meeting and any adjournment or postponement of the Meeting. An Intermediary who receives such instructions at least one business day before the deadline for submission of proxies is required to deposit the proxy within that deadline, in order to appoint you, the Beneficial Shareholder, or your nominee, as proxyholder. Once the proxy has been submitted, you, the Beneficial Shareholder, or your nominee, must be registered with Odyssey as a proxyholder. Registering the proxyholder is an additional step that can only be completed once the Beneficial Shareholder has submitted their proxy or VIF (as applicable).

Page|8