Carlton Precious Inc. — Proxy Solicitation & Information Statement 2022

Mar 4, 2022

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Suite 202, Yale Court Plaza, 2526 Yale Court, Abbotsford, British Columbia V2S 8G9 Tel: 604 870 4988 | Fax: 866 437 4308

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “ Meeting ”) of the shareholders of Nubian Resources Ltd. (“ Nubian ” or the “ Company ”) will be held at Suite 202, Yale Court Plaza, 2526 Yale Court, Abbotsford, British Columbia, on Thursday, March 31, 2022 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, 2021 and 2020 and the report of the auditors thereon;

2. to set the number of directors of the Company to be elected at seven (7);

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 consider and, if deemed advisable, pass an ordinary resolution approving the Company’s stock option plan;

6. to consider, and, if deemed appropriate, to pass with or without variation a special resolution approving a reduction of the stated capital of the Company’s common shares, as more particularly described in the accompanying management information circular; and

7. to transact such further or 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, 2021 and 2020 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 February 9, 2022.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s shareholders, employees and other stakeholders, shareholders are strongly encouraged to vote by proxy in advance of the Meeting and not attend the Meeting in person unless and until all social distancing recommendations or restrictions have been lifted. The Company will follow the guidance and orders of government and public health authorities in that regard, including those restricting the size of public gatherings and attendance at the Meeting may be limited to only the legal requirements for shareholder meetings.

Shareholders 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 NonRegistered Shareholders by mail, fax, or telephone and over the internet are included in the Information Circular.

To be valid, proxies must be received by Olympia Trust Company, the Company’s transfer agent, by mail at PO Box 128, Station M, Calgary, Alberta, T2P 2H6, Attention: Proxy Department, by email to proxy@olympiatrust.com or by facsimile at (403) 668 8307, 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 28[th] day of February, 2022.

BY ORDER OF THE BOARD

(Signed) “Marc Henderson”

Marc Henderson Chairman