Carlton Precious Inc. — Proxy Solicitation & Information Statement 2020

Nov 23, 2020

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NUBIAN RESOURCES LTD.

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Wednesday, December 16, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 pm, Pacific Time, on Monday, December 14, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone
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To Vote Using the Internet
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To Receive Documents Electronically
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• Call the number listed BELOW from a touch tone telephone.

• Call the number listed BELOW from a touch tone • Go to the following web site: • You can enroll to receive future securityholder telephone. www.investorvote.com communications electronically by visiting • Smartphone? www.investorcentre.com.

• 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of Nubian Resources Ltd. hereby appoint: Markus OR Print the name of the person you are Janser, Chairman, or failing him, Martin Walter, CEO and Director appointing if this person is someone other than the Chairman of the Meeting.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Nubian Resources Ltd. to be held at Suite 202, Yale Court Plaza, 2526 Yale Court, Abbotsford, British Columbia, on at 2:00 pm on Wednesday, December 16, 2020 and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

						For	Against
1.Number of Directors
To set the number of Directors at seven (7).
2.Election of Directors For	Withhold		For	Withhold		For	Withhold	------- Fold
01. Markus Janser		02. Matthew Andrews			03. Scott Jobin-Bevans
04. Campbell Smyth		05. Lawrence Treadgold			06. Martin Walter
07. Campbell Woskett
						For	Withhold
3.Appointment of Auditors
Appointment of Smythe LLP, Chartered Professional Accountants, as Auditors of the Company for the ensuing year and authorizing the board of
directors to fix their remuneration.
4.Approval of Creation of a New Control Person						For	Against
To vote for or against (and if no designation is made, to		vote for) the resolution, the full text of which is set out in the Information Circular approving
the creation of a new “Control Person” (as such term is defined in the policies of the TSX Venture Exchange) of the Company, being Eric Sprott, as
more particularly described in the Information Circular of the Company dated November 16, 2020.
5.Approval of Name Change						For	Against
To vote for or against (and if no designation is made, to		vote for) the resolution, the full text of which is set out in the Information Circular, approving
the change of the name of the Company to such name as is determined by the board of directors in its discretion,					as more particularly described in			------- Fold
the Information Circular of the Company dated November 16, 2020.
						For	Against

6. 10% Rolling Stock Option Plan

To vote for or against (and if no designation is made, to vote for) the resolution, the full text of which is set out in the Information Circular approving the Company's stock option plan.

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Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s) Date

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