Sanu Gold Corp. — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

SANUGOLD

CORP.

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF SANU GOLD CORP. TO BE HELD ON WEDNESDAY, MAY 21, 2025

You are receiving this notification because Sanu Gold Corp. ("Sanu" or the "Corporation") has opted to use the "notice and access" model for the delivery of the Corporation's management information circular (the "Information Circular") for use at the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares in the capital of the Corporation (the "Common Shares") to be held on Wednesday, May 21, 2025.

Under "notice and access", instead of receiving paper copies of the Notice of Meeting and Information Circular, Shareholders are receiving this notification with information on how to access the Notice of Meeting and Information Circular electronically. Shareholders will also be receiving a proxy or voting instruction form, as applicable, together with this notification to use to vote at the Meeting.

The use of this alternative means of delivery reduces the Corporation's printing and mailing costs.

MEETING DATE AND LOCATION

WHEN: Wednesday, May 21, 2025 9:00 a.m. (Pacific time)

WHERE: Suite 918 – 1030 West Georgia Street, Vancouver, B.C. V6E 2Y3

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS AT THE MEETING:

• SET THE NUMBER OF DIRECTORS: to set the number of Directors of the Corporation at four. See the section entitled "Particulars of Matters to be Acted Upon – Fixing the Number of Directors" in the Information Circular.
• ELECTION OF DIRECTORS: To elect the four nominees of the Corporation standing for election as directors of the Corporation to hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed. See the section entitled "Particulars of Matters to be Acted Upon – Election of Directors" in the Information Circular.
• APPOINTMENT AND REMUNERATION OF AUDITOR: to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Corporation to hold office until the next annual meeting of Shareholders and to authorize the directors to fix their remuneration. See the section entitled "Particulars of Matters to be Acted Upon – Appointment and Remuneration of Auditor" in the Information Circular.
• APPROVAL OF OMNIBUS EQUITY INCENTIVE PLAN: to pass, with or without variation, an ordinary resolution approving an Omnibus Incentive Plan (the "New Plan"), including the reservation for issuance pursuant to the exercise of options under the New Plan at any time of a maximum of $10\%$ of the issued and outstanding Common Shares of the Corporation and a maximum of 38,417,803 Common Shares of the Corporation for issuance pursuant to awards under the New Plan other than options, subject to any amendments that may be required by the by the TSX Venture Exchange, as more particularly described in the Corporation's management information circular dated April 8, 2025. See the section entitled "Particulars of Matters to be Acted Upon – Approval of Omnibus Equity Incentive Plan" in the Information Circular.

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• OTHER BUSINESS: to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED:

The Information Circular can be viewed online under the Corporation's profile at www.sedarplus.ca or on the Corporation's website at www.sanugoldcorp.com/agm.

The Financial Statement Request Card is included with the proxy or voting instruction form.

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders who wish to receive paper copies of the Meeting Materials may request them by contacting the Corporation's Corporate Administrator by telephone at 604-288-8001 or by email at admin@sentinelcorp.ca. To receive paper copies in advance of the proxy deposit deadline, the Corporation must receive the request no later than 4:00 p.m. (Pacific Time) on Thursday, May 1, 2025.

VOTING

YOU CANNOT VOTE BY RETURNING THIS NOTIFICATION. To vote your Common Shares, you must vote using the method set out in the enclosed proxy or voting instruction form.

Registered Holders are asked to return their proxies using the following methods by the proxy deposit date noted on your proxy, which is by 9:00 a.m. (Pacific time) on Friday, May 16, 2025:

INTERNET: Go to www.vote.odysseytrust.com using your 12-digit control number found on your proxy.

MAIL: Date, complete, sign and mail the proxy in the return envelope provided or one addressed to Odyssey Trust Company at 350 - 409 Granville Street, Vancouver, BC, V6C 1T2.

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

Beneficial Holders that received their voting instruction form from an intermediary are asked to vote their shares using the instructions provided on your voting instruction form.

Shareholders with questions about the notice-and-access provisions may contact the Corporation's Corporate Administrator by telephone at (604) 288-8001 or by email at admin@sentinelcorp.ca.