Carlton Precious Inc. — Proxy Solicitation & Information Statement 2020

Jan 2, 2020

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Suite 202, Yale Court Plaza, 2526 Yale Court Road, Abbotsford, British Columbia V2S 8G9 Tel: 604 870 4988 | Fax: 604 859 3008

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual and Special Meeting (the “Meeting”) of the shareholders of Nubian Resources Ltd. (the “Company”) will be held at Suite 202, Yale Court Plaza, 2526 Yale Court Road, Abbotsford, British Columbia, on Wednesday, January 29, 2020 at 2:00 p.m. (Pacific time), for the following purposes:

1. To receive the audited financial statements of the Company for its financial years ended July 31, 2019 and 2018 and the report of the auditors thereon.

2. To set the number of directors of the Company to be elected at six (6).

3. To elect directors of the Company for the ensuing year.

4. To appoint auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration for the ensuing year.

5. To approve the Company’s stock option plan as more particularly described in the accompanying Information Circular and to authorize the directors to make modifications thereto in accordance with the stock option plan and the policies of the TSX Venture Exchange.

6. To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof. Management is not currently aware of any other matters that could come before the Meeting.

Accompanying this Notice of Annual and Special Meeting are: (1) a Management Information Circular, which provides additional information relating to the matters to be dealt with at the Meeting; (2) a Form of Proxy or Voting Instruction Form; (3) a return envelope for use by the shareholders to send in their Proxy or Voting Instruction Form; and (4) a financial statement request form for use by shareholders who wish to receive the Company’s future audited financial statements and/or interim financial statements together with related Management’s Discussion and Analysis. The report of the auditor and the audited financial statements of the Company for the financial years ended July 31, 2019 and 2018 together with the related Management’s Discussion and Analysis can be accessed through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

The record date for the determination of the shareholders entitled to receive this Notice and to vote at the Meeting has been established as December 20, 2019.

Shareholders who cannot attend the Meeting in person may vote by proxy if a Registered Shareholder or provide voting instructions if a Non-Registered Shareholder. Instructions for voting by Registered Shareholders or providing voting instructions by Non-Registered Shareholders by mail, fax, or telephone and over the internet are included in the Information Circular. To be valid, proxies must be received by Computershare Investor Services Inc., the Company’s transfer agent at 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof. The Chairman of the Meeting has the discretion to accept late proxies.

DATED at Abbotsford, British Columbia, this 27[th] day of December, 2019.

BY ORDER OF THE BOARD

“Martin Walter”

Martin Walter Chief Executive Officer and Director