Sanu Gold Corp. — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

SANUGOLD CORPORATION

Sanu Gold Corp.

ODYSSEY

United Kingdom Building

350-409 Granville St

Vancouver, BC V6C 1T2

Form of Proxy – Annual General and Special Meeting to be held on Wednesday, May 21, 2025

Appointment of Proxyholder

I/We being the undersigned holder(s) of Sanu Gold Corp. hereby appoint Martin Pawlitschek, CEO or failing him, Gavin Cooper, CFO

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder 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 Sanu Gold Corp. (the "Corporation") to be held at 918 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3 at 9:00 am (Pacific Time) or at any adjournment thereof.

1. Number of Directors. To set the number of directors to be elected at the Meeting at four (4).				For	Against
				☐	☐
2. Election of Directors.	For	Withhold		For	Withhold
	a. Martin Pawlitschek	☐	☐	b. Fatou Sylla Gueye	☐
	c. Martino De Ciccio	☐	☐	d. Peter Hemstead	☐
3. Appointment of Auditors. To re-appoint Davidson & Company LLP, Chartered Professional Accountants as the Corporation's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors				For	Withhold
4. 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.				For	Against
5. Other Business. To transact such other business as may properly come before the Meeting or any adjournment thereof				For	Against
		Signature(s):	Date
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.				MM / DD / YY
Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.	☐	Annual Financial Statements – Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.	☐

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This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 9:00 a.m., Pacific Time, on Friday, May 16, 2025.

Notes to Proxy

1. Each holder has the right to appoint a person who need not be a holder, to attend and represent him or her at the Annual General and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name appears 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 or withheld from voting, 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your Proxy Online please visit: https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com.

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. A return envelope has been enclosed for voting by mail.