Sanu Gold Corp. — Proxy Solicitation & Information Statement 2026

Jan 23, 2026

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SANU GOLD CORP.

918 - 1030 W. Georgia Street Vancouver, BC V6E 2Y3

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON TUESDAY, FEBRUARY 24, 2026

AND

MANAGEMENT PROXY CIRCULAR

Dated: January 5, 2026

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this notice and management proxy circular, you should immediately contact your advisor.

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SANU GOLD CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

NOTICE IS GIVEN that the annual general and special meeting (the "Meeting") of the shareholders of SANU GOLD CORP. (the "Corporation") will be held at 1030 West Georgia Street, Suite 918, Vancouver, British Columbia V6E 2Y3 on Tuesday, February 24, 2026, at 9:00 a.m. (Pacific Time), for the following purposes:

• 1. To receive the audited consolidated financial statements of the Corporation for the year ended June 30, 2025, together with the report of the auditors thereon;
• 1. To fix the number of directors for the ensuing year at five (5);
• 1. To elect the directors for the ensuing year;
• 1. To 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;
• 1. to consider and, if thought fit, to pass an ordinary resolution providing the required annual approval of the Corporation's 2024 Omnibus Equity Incentive Plan (the "Omnibus Plan"), as more particularly described in the accompanying management proxy circular (the "Proxy Circular") (the "Omnibus Plan Resolution"); and
• 1. To transact such further or other business as may properly come before the Meeting and any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before Shareholders at the Meeting are set forth in the accompanying Proxy Circular. At the Meeting, Shareholders will be asked to approve each of the foregoing items.

The directors of the Corporation have fixed January 5, 2026, as the record date for the Meeting (the "Record Date"). Only Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment(s) or postponement(s) of the Meeting.

The Corporation has opted to use the notice-and-access rules developed by Canadian Securities Administrators ("CSA") to reduce the volume of paper in the materials distributed for the Meeting. Instead of receiving the Proxy Circular with the form of proxy or voting instruction form, Shareholders received a notice-and-access notification with instructions for accessing the remaining Meeting Materials online. The Proxy Circular and other relevant materials are available via the internet at www.sanugoldcorp.com/agm or under the Corporation's profile on the SEDAR+ website at www.sedarplus.ca.

Your vote is important. Management recommends you vote your Common Shares in advance of the Meeting, as we believe it is in the best interests of the Shareholders, directors and employees for Shareholders to communicate their votes and their opinions with the Corporation in advance of, instead of at, the Meeting. Only registered Shareholders and duly appointed proxyholders will be permitted access to the Meeting. The Corporation is not aware of any items of business to be brought before the Meeting other than those noted above and further described in the accompanying Proxy Circular.

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The Proxy Circular accompanying this Notice of Meeting provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice of Meeting. Also accompanying this Notice of Meeting is either a proxy for registered Shareholders or a voting instruction form for non-registered Shareholders.

Whether or not you expect to attend the Meeting or any postponement or adjournment thereof, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE OR VOTE BY PROXY USING THE INTERNET BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ACCOMPANYING PROXY.

If you are a registered Shareholder and unable to attend the Meeting in person, please exercise your right to vote by dating, completing, signing and depositing the proxy with Odyssey Trust Company: (a) by mail using the enclosed return envelope or one addressed to Odyssey Trust Company at 350 - 409 Granville Street, Vancouver, BC, V6C 1T2; or (b) through the internet at www.vote.odysseytrust.com using your 12-digit control number found on your proxy.

Your proxy must be received by no later than 9:00 a.m. (Pacific time) on Friday, February 20, 2026 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment(s) or postponements(s) of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair's discretion without notice. If you vote by the Internet, DO NOT mail back the proxy.

If you are a non-registered Shareholder and received a Notice and Access Notification to Shareholders and voting instruction form from an intermediary, such as an investment dealer, brokerage firm, bank, trust company, trustee, custodian, administrator or other nominee, or a clearing agency in which the intermediary participates (each, an "Intermediary"), please complete and return the voting instruction form in accordance with the instructions provided to you by your Intermediary.

Your promptness in returning the proxy will assist in the expeditious and orderly processing of proxies and will ensure that your Common Shares are represented.

DATED at Vancouver, British Columbia on January 5, 2026.

BY ORDER OF THE BOARD

"Martin Pawlitschek" Martin Pawlitschek President, Chief Executive Officer and Director

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SANU GOLD CORP.

MANAGEMENT PROXY CIRCULAR

(containing information as at January 5, 2026 unless otherwise stated)

This Management Proxy Circular (the "Proxy Circular") is furnished in connection with the solicitation of proxies by the management (the "Management") of Sanu Gold Corp. (the "Corporation"), for use at the annual general and special meeting (the "Meeting") of the shareholders ("Shareholders") of the Corporation to be held at Suite 918 – 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3 on Tuesday, February 24, 2026 at 9:00 a.m. (Pacific time) for the purposes set forth in the accompanying Notice of Meeting and at any adjournment(s) or postponement thereof.

PROXIES AND VOTING RIGHTS

The solicitation of proxies is being made on behalf of management of the Corporation. It is expected that solicitations of proxies will be made primarily by mail but proxies may also be solicited by telephone or other personal contact by directors, officers and employees of the Corporation without special compensation. The Corporation will bear the costs related to solicitation. The Corporation may reimburse Shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the costs incurred in obtaining authorization to execute forms of proxies from their principals.

Only a Shareholder whose name appears on the certificate(s) representing its Common Shares (a "Registered Shareholder") or its duly appointed proxyholder is permitted to vote at the Meeting. A Shareholder is a non-registered Shareholder (a "Non-Registered Shareholder") if its Common Shares are registered in the name of an intermediary, such as an investment dealer, brokerage firm, bank, trust company, trustee, custodian, administrator or other nominee, or a clearing agency in which the intermediary participates (each, an "Intermediary"). Accordingly, most Shareholders of the Corporation are Non-Registered Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the Intermediary through which they own the Common Shares.

More particularly, a person is a Non-Registered Shareholder in respect of Common Shares which are held on behalf of that person, but which are registered either: (a) in the name of an Intermediary that the Non-Registered Shareholder deals with in respect of the Common Shares; or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant. In Canada, the vast majority of securities are registered in the name of CDS, which acts as nominee for many Canadian brokerage firms. Common shares so held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, Intermediaries are prohibited from voting Common Shares held for Non-Registered Shareholders.

These proxy solicitation materials are being provided to both Registered Shareholders and Non-Registered Shareholders. If the Corporation or its agent has sent the Notice and Access Notification to Shareholders directly to a Non-Registered Shareholder, such Non-Registered Shareholder's name and address and information about its holdings of Common Shares have been obtained in accordance with the requirements under applicable securities laws from the Intermediary holding the Common Shares on such Non-Registered Shareholder's behalf.

Non-Registered Shareholders who have not objected to their Intermediary disclosing certain information about them and their holdings to the Corporation are referred to as "non-objecting beneficial owners" ("NOBOs"), whereas Non-Registered Shareholders who have objected to their Intermediary disclosing ownership information about them and their holdings to the Corporation are referred to as "objecting

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beneficial owners" ("OBOs"). In accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has elected to send the Notice and Access Notification to Shareholders and the related proxy or voting instruction form (collectively, the "Meeting Materials") indirectly to the NOBOs and to the OBOs through their Intermediaries.

HOW TO VOTE

Shareholders may attend the Meeting in person or may be represented by proxy. Registered Shareholders who are unable to attend the Meeting in person, or any adjournment(s) or postponement(s) of the Meeting are requested to date, complete, sign and deposit the accompanying proxy for use at the Meeting or any adjournment(s) or postponement(s) of the Meeting. To be valid, proxies must be dated, completed, signed and deposited with Odyssey Trust Company: (a) by mail using the enclosed return envelope or one addressed to Odyssey Trust Company at 350 - 409 Granville Street, Vancouver, BC, V6C 1T2; or (b) through the internet at www. vote.odysseytrust.com using your 12-digit control number found on your proxy. Your proxy must be received by no later than 9:00 a.m. (Pacific time) on Friday, February 20, 2026, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment(s) or postponements(s) of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair's discretion without notice. If you vote by the Internet, DO NOT mail back the proxy.

If you are a non-registered Shareholder and received a Notice and Access Notification to Shareholders and voting instruction form through an Intermediary, please follow the instructions provided on your voting instruction form to vote your Common Shares. If you vote by the Internet, DO NOT mail back the voting instruction form.

APPOINTMENT OF PROXIES

Registered Shareholders

The persons named in the accompanying proxy are nominees of the Corporation's management. A Shareholder has the right to appoint a person or company (who need not be a Shareholder) to attend and act for and on the Shareholder's behalf at the Meeting other than the persons designated as proxyholders in the accompanying proxy. To exercise this right, the Shareholder must either:

• (a) on the accompanying proxy, strike out the printed names of the individuals specified as proxyholders and insert the name of the Shareholder's nominee in the blank space provided; or
• (b) complete another proper proxy.

In either case, to be valid, a proxy must be dated and signed by the Shareholder or by the Shareholder's attorney authorized in writing. In the case of a company, the proxy must be signed by a duly authorized officer of, or attorney for, the company.

The completed proxy, together with the power of attorney or other authority, if any, under which the proxy was signed, or a notarially certified copy of the power of attorney or other authority, must be delivered to Odyssey Trust Company (a) by mail using the enclosed return envelope or one addressed to Odyssey Trust Company at 350 - 409 Granville Street, Vancouver, BC, V6C 1T2. Your proxy must be received by no later than 9:00 a.m. (Pacific time) on Friday, February 20, 2026, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment(s) or postponement(s) of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair's discretion without notice. If you vote by the Internet, DO NOT mail back the proxy or the voting instruction form.

Non-Registered Shareholders

Only Registered Shareholders or duly appointed proxyholders for Registered Shareholders are permitted to vote at the Meeting. Non-Registered Shareholders (whether NOBOs or OBOs) are advised that only proxies from Shareholders of record can be recognized and voted at the Meeting.

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The Intermediary holding Common Shares on behalf of a Non-Registered Shareholder is required to forward the Meeting Materials to such Non-Registered Shareholder (unless such Non-Registered Shareholder has waived its right to receive the Meeting Materials) and to seek such Non-Registered Shareholder's instructions as how to vote its Common Shares in respect of each of the matters described in this Proxy Circular to be voted on at the Meeting. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Shareholders to ensure that their Common Shares are voted by the Intermediary on their behalf at the Meeting. The instructions for voting will be set out in the voting instruction form provided by the Intermediary. Non-Registered Shareholders should contact their Intermediary and carefully follow the voting instructions provided by such Intermediary. Alternatively, Non-Registered Shareholders who wish to vote their Common Shares in person at the Meeting may do so by appointing themselves as the proxy by writing their own name in the space provided on the voting instruction form provided to them by the Intermediary and following the Intermediary's instructions for return of the executed voting instruction form. The Corporation does not intend to pay for Intermediaries to deliver Meeting Materials to OBOs of the Common Shares.

All references to Shareholders in this Proxy Circular and the accompanying Notice of Meeting and proxy or voting instruction form are to Shareholders of record at the close of business on the Record Date, January 5, 2026 unless specifically stated otherwise.

REVOCATION OF PROXIES

A Shareholder who has given a proxy may revoke it at any time before the proxy is exercised:

• (a) by an instrument in writing that is:
• (i) signed by the Shareholder, the Shareholder's legal personal representative or trustee in bankruptcy or, where the Shareholder is a company, a duly authorized officer of, or attorney for, the company; and
• (ii) delivered to Odyssey Trust Company (a) by mail addressed to Odyssey Trust Company at 350 409 Granville Street, Vancouver, BC, V6C 1T2; or (b) to the registered office of the Corporation located at Suite 2501 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5 at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) of the Meeting;
• (iii) by sending another proxy with a later date to Odyssey Trust Company by mail addressed to Odyssey Trust Company at 350 - 409 Granville Street, Vancouver, BC, V6C 1T2 before 9:00 a.m. (Pacific time) on Friday, February 20, 2026, or at least 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed Meeting;
• (b) by attending the Meeting and notifying the Chair of the Meeting in writing prior to the commencement of the Meeting that the Shareholder has revoked its proxy; or
• (c) in any other manner provided by law.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING AND EXERCISE OF DISCRETION BY PROXYHOLDERS

A Shareholder may indicate the manner in which the persons named in the accompanying proxy are to vote with respect to a matter to be acted upon at the Meeting by marking the appropriate space. The Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given by the Shareholder in the proxy on any ballot that may be called for.

If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Common Shares represented thereby will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the proxy with respect to a matter to be acted upon, it is intended that the proxyholder named by management in the accompanying proxy will vote the Common Shares represented

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by the proxy in favour of each matter identified in the proxy, including for the nominees for election to the Corporation's board of directors and auditor.

The accompanying proxy also confers discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this Proxy Circular, management of the Corporation is not aware of any such amendments or variations, or any other matters that will be presented for consideration at the Meeting other than those referred to in the accompanying Notice of Meeting. If, however, other matters that are not now known to management properly come before the Meeting, then the persons named in the accompanying proxy intend to vote on them in accordance with their best judgment.

NOTICE AND ACCESS

The Company is using the Notice and Access process under NI 54-101 for the delivery of the Meeting Materials to shareholders. Accordingly, the Meeting Materials can be accessed by going to the Company's website at sanugoldcorp.com/agm for a period of one year from the date of the Meeting, or by visiting the Company's SEDAR+ profile at www.sedarplus.ca. Shareholders will receive a notice package from the Company that includes (i) the relevant form of proxy or voting instruction form, (ii) basic information about the Meeting and the matters to be voted on; (iii) instructions on how to obtain a paper copy of the Meeting Materials; and (iv) a plain language explanation of how the notice and access system operates and how the Meeting Materials can be accessed online. Registered Shareholders and those Beneficial Holders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials with the notice package.

Shareholders who wish to receive paper copies of the Meeting Materials may request them by contacting the Corporation's Corporate Secretary by telephone at 604-512-2959 or by email at klove@sanugoldcorp.com. To receive paper copiesin advance ofthe proxy deposit deadline, the Corporation must receive the request no later than 4:00 p.m. (Pacific Time) on Friday, February 13, 2026.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set out below and in this Proxy Circular, other than transactions carried out in the ordinary course of business of the Corporation, none of the directors or executive officers of the Corporation, a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation, nor any Shareholder beneficially owning, directly or indirectly, Common Shares of the Corporation, or exercising control or direction over Common Shares of the Corporation, or a combination of both, carrying more than 10% of the voting rights attached to the outstanding Common Shares of the Corporation nor an associate or affiliate of any of the foregoing persons has since July 1, 2024 (being the commencement of the Corporation's last completed financial year) any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Corporation or any of its subsidiaries.

• 1. On September 26, 2024, the Corporation closed a \$5,000,000 non-brokered private placement. A total of 100,000,000 Shares were issued at a price of \$0.05 per Share. AngloGold Ashanti plc (AngloGold) acquired 33,400,000 Shares for a purchase price of \$1,670,000, representing 14% of the Corporation's then post-closing share capital. Capital DI Limited (Capital DI) acquired 24,000,000 Shares for a purchase price of \$1,200,000, representing 10% of the Corporation's then post-closing share capital. In addition, two directors and officers of the Corporation acquired an aggregate of 3,500,000 Shares for a total purchase price of \$175,000.
• Concurrently with the placement, the Corporation entered into an investor rights agreement between with AngloGold dated September 26, 2024.
• 1. On December 31, 2024, the Corporation issued a total of 145,000,000 common shares through a strategic partnership (the Share Exchange Transaction) and non-brokered private placement (the

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December 2024 Offering). As part of the Share Exchange Transaction, the Corporation issued 76,307,155 Shares to Montage Gold Corp. (Montage) at a deemed price of \$0.072 per Share, representing 19.9% of the Corporation's then post-closing share capital, and received 2,337,921 common shares of Montage with a fair value of \$4,862,87. Montage Gold has the right to top up its pro rata equity interest to 19.9% of Sanu Gold in future financings.

AngloGold, as well as two directors and officers of the Corporation participated in the December 2024 Offering and acquired an aggregate of 5,639,748 Shares for a total purchase price of \$406,061.86. Immediately after the placement and the Share Exchange Transaction, AngloGold had beneficial ownership of 38,345,304 Shares, representing approximately 10.0% of the Corporation's then issued and outstanding Shares on a non-diluted basis.

1. On April 11, 2025, the Corporation closed a non-brokered private placement pursuant to which a total of 45,892,860 Shares were issued at a price of \$0.28 per Share. Pursuant to the terms of the Montage Investment Agreement, Montage participated in the placement by way of a share exchange transaction, whereby the Corporation received 848,222 common shares of Montage valued at \$2,146,002 in exchange for 7,664,294 Shares of the Corporation. The remaining 38,228,566 shares available pursuant to the placement, were subscribed for by the Lundin Family and its associates (Lundin) and others, including AngloGold, and issued for total gross (cash) proceeds of \$10,703,998. Montage, Lundin and AngloGold participated in the placement largely to maintain each of their respective pro rata equity interests in the Corporation at that time of approximately 19.53%, 10.0% and 10.0%, respectively.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of the directors or officers of the Corporation, at any time since the beginning of the Corporation's last financial year, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors. The foregoing notwithstanding, it is hereby acknowledged that directors and executive officers may also be interested in the approval of the Omnibus Plan Resolution (as detailed below under the heading "Particulars of Other Matters to be Acted Upon at the Meeting, Approval of Omnibus Equity Incentive Plan"), as such persons are entitled to participate in the Omnibus Plan.

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of common shares without par value. At the close of business on Monday, January 5, 2026, 431,445,898 common shares without par value of the Corporation were issued and outstanding, each share carrying the right to one vote. At a meeting of shareholders of the Corporation, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholdershall have one vote for each common share held.

Only shareholders of record at the close of business on January 5, 2026 who either personally attend the Meeting, or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the headings "Appointment of Proxies" and "Revocation of Proxies" will be entitled to have their shares voted at the Meeting or any adjournment(s) or postponement thereof.

The following table sets out the information regarding ownership of the Common Shares owned by each person who, to the knowledge of the directors and executive officers, beneficially owns, controls, or directs, indirectly or directly, 10% or more of the issued and outstanding Common Shares as of the date of this Proxy Circular.

Name	Number of Common Shares Owned or Controlled at the Record Date	Percentage of Outstanding Common Shares
Montage Gold Corp.	83,971,449	19.46%

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STATEMENT OF EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V - Statement of Executive Compensation – Venture Issuers. The objective of this disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the years ended June 30, 2025, and 2024, and the decision-making process relating to such compensation.

For the purpose of this Statement of Executive Compensation:

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted share units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries; and

"NEO" or "named executive officer" means each of the following individuals:

• a) a chief executive officer ("CEO") of the Corporation;
• b) a chief financial officer ("CFO") of the Corporation;
• c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than \$150,000 for that financial year; and
• d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

Oversight and Description of Director and NEO Compensation

The objective of the Corporation's compensation program is to compensate the directors and executive officers for their services to the Corporation at a level that is both in line with the Corporation's fiscal resources and competitive with companies at a similar stage of development. The primary goal of the Corporation's executive compensation program is to:

• (a) attract and retain the qualified key executives necessary for the Corporation's long-term success;
• (b) motivate the short term and long-term performance of those executives; and
• (c) align the executive's interests with the Corporation's Shareholders.

The Corporation's compensation strategy is focused on a performance-based incentive reward package, using certain critical measurements that management is able to influence toward the short-term and longterm objectives of the Corporation.

The significant elements of compensation awarded to, earned by, paid or payable to the NEOs for the most recently completed financial year were: (i) base salary; (ii) bonus and other annual incentive awards; and (iii) other compensations, perquisites. No compensation is directly tied to a specific performance goal such as a milestone or the completion of a transaction. No peer group is formally used to determine compensation.

Cash bonuses are structured to reward business excellence and operation outperformance, based on objective and subjective performance assessments and performance benchmark ratings assessed and approved by the Board. The assessment is focused on the key performance indicators both for overall performance of the Corporation and for individual performance.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all annual and long-term compensation for services paid to or earned by the NEOs and the directors during the financial years ended June 30, 2025, and June 30, 2024:

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Table of Compensation excluding compensation securities

All dollar amounts referenced herein are in Canadian dollars unless otherwise specified.

Name and Position(s)	Year	Salary, consulting fees retainer or commission	Bonus	Committee or meeting fees	Value of perquisites	Value of all other compen sation	Total compensation
Martin Pawlitschek (1)	2025	\$371,507	Nil	Nil	Nil	Nil	\$371,507
CEO, Director	2024	\$318,694	Nil	Nil	Nil	Nil	\$318,694
Martino De Ciccio	2025	Nil	Nil	Nil	Nil	Nil	Nil
Chair, Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Fatou Sylla Gueye(2)	2025	\$176,869	Nil	Nil	Nil	Nil	\$176,869
Director	2024	\$197,255	Nil	Nil	Nil	Nil	\$197,255
Peter Hemstead	2025	Nil	Nil	Nil	Nil	Nil	Nil
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Constant Tia	2025	Nil	Nil	Nil	Nil	Nil	Nil
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Gavin Cooper	2025	\$60,000	Nil	Nil	Nil	Nil	\$60,000
CFO/Corporate Secretary	2024	\$60,000	Nil	Nil	Nil	Nil	\$60,000
Galen McNamara (3)	2025	\$Nil	Nil	Nil	Nil	Nil	\$Nil
Former Director	2024	\$100,000	Nil	Nil	Nil	Nil	\$100,000

Notes:

• (1) Pursuant to the terms of an Executive Services Agreement made effective November 1, 2025, among, Rock Wealth Discovery Ltd., a private Bulgarian company controlled by Mr. Pawlitschek ("Rock Wealth"), Mr. Pawlitschek and the Corporation (the "Rock Wealth Agreement"), the Corporation engaged Rock Wealth to provide services to be performed by Mr. Pawlitschek in the role of Chief Executive Officer of Sanu for an indefinite term. In consideration of the services rendered by Mr. Pawlitschek, the Corporation will pay Rock Wealth an annual fee of EUR224,000 (CDN\$362,880) which will be invoiced in equal monthly instalments, in arrears, plus GST, if applicable. The Corporation will also reimburse Rock Wealth for reasonable travel expenses, as well as a fixed amount of EUR1,500/month for office and administrative-related expenses. The Rock Wealth Agreement provides for payments and the treatment of vested and unvested Options in the event of termination and a change of control of the Corporation.
• (2) Ms. Gueye received compensation for administrative services provided to the Corporation and its subsidiaries. She did not receive compensation for her services as director of the Corporation. Effective July 1, 2025 Ms. Gueye is being paid a non-executive director fee of CDN\$45,000 per annum.
• (3) Mr. McNamara retired as a director of the Corporation effective May 21, 2025. Mr. McNamara continues to provide services to the Corporation on an as-needed basis pursuant to a formal advisory services arrangement.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued by the Corporation to each of its NEOs and directors and outstanding as at June 30, 2025:

	COMPENSATION SECURITIES ISSUED DURING FISCAL Y/E JUNE 30, 2025
Name and position	Type of Compen sation Security	Number of Compensation on securities, number of underlying securities and percentage of class (1)	Date of Issue or Grant (2)	Issue, conversion or exercise price (\$)	Closing price of security or underlying security on date of grant (\$)	Closing price of security or underlying security at year end (\$)	Expiry Date
Martin Pawlitschek (3)	Options	2,500,000	2024-12-31	0.160	0.175	0.24	2029-12-31
President, CEO & Director		(0.579%)
		Underlying security:
		2,500,000
		common shares
Fatou Sylla Gueye (4)	Options	250,000	2024-12-31	0.160	0.175	0.24	2029-12-31
Director		(0.058%)
		Underlying security:
		250,000
		common shares

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Name and position	Type of Compen sation Security	Number of Compensation on securities, number of underlying securities and percentage of class (1)	Date of Issue or Grant (2)	Issue, conversion or exercise price (\$)	Closing price of security or underlying security on date of grant (\$)	Closing price of security or underlying security at year end (\$)	Expiry Date
Martino De Ciccio Director and Chair	Options	2,500,000 (0.579%) Underlying security: 2,500,000 common shares	2024-12-31	0.160	0.175	0.24	2029-12-31
Peter Hemstead Director	N/A	Nil	Nil	Nil	N/A	N/A	N/A
Constant Tia (5) Director	Options	600,000 (0139%) Underlying security: 600,000 common shares	2024-12-31	0.160	0.175	0.24	2029-12-31
Gavin Cooper (6) CFO/Corporate Secretary	Options	375,000 (0.087%) Underlying security: 375,000 common shares	2024-12-31	0.160	0.175	0.24	2029-12-31
Galen McNamara (7) Former Director	Options	250,000 (0.058%) Underlying security: 250,000 common shares	2024-12-31	0.160	0.175	0.24	2029-12-31
Vince Sorace (8) Former Director	N/A	Nil	Nil	Nil	N/A	N/A	N/A

Notes:

• (1) The options granted to each NEO and director above vest in four equal parts over a period of twenty-four months as follows: (i) 25% vest 6 months after the grant date; (ii) 25% vest 12 months after the grant date; (iii) 25% vest 18 months after the grant date; and (iv) 25% vest 24 months after the grant date.
• (2) As at June 30, 2025, a total of 22,470,000 Options were outstanding. Subsequent to the Corporation's fiscal year ended June 30, 2025, an aggregate of 15,100,000 Options were granted and 400,000 RSUs were awarded to eligible persons, certain of whom are
• currently serving as directors and officers of the Corporation (see the table below for details). (3) Mr. Pawlitschek also holds 650,000 Options granted on November 8, 2021, at an exercise price of \$0.10 expiring on November 8, 2026, 260,000 Options granted on August 16, 2022, at an exercise price of \$0.37 expiring August 16, 2027, and 890,000 Options
• granted on February 23, 2024, at an exercise price of \$0.120 expiring on February 23, 2029. (4) Ms. Sylla Gueye also holds 250,000 Options granted on November 8, 2021, at an exercise price of \$0.10 expiring on November 8, 2026, 80,000 Options granted on August 16, 2022, at an exercise price of \$0.37 expiring August 16, 2027 and 700,000 Options granted on February 23, 2024 at an exercise price of \$0.120 expiring on February 23, 2029.
• (5) These options were granted to Mr. Tia in his capacity as a consultant to the Corporation and prior to his appointment to the Board on September 30, 2025.
• (6) Mr. Cooper also holds 350,000 Options granted on November 8, 2021, at an exercise price of \$0.10 expiring on November 8, 2026, 140,000 Options granted on August 16, 2022, at an exercise price of \$0.37 expiring August 16, 2027 and 360,000 Options granted on February 23, 2024 at an exercise price of \$0.120 expiring on February 23, 2029. Mr. Cooper served as the Corporation's Corporate Secretary during the period October 21, 2021, to October 23, 2025. Mr. Cooper resigned as Corporate Secretary effective October 23, 2025.
• (7) Mr. McNamara also holds 200,000 Options granted on November 8, 2021, at an exercise price of \$0.10 expiring on November 8, 2026, 80,000 Options granted on August 16, 2022, at an exercise price of \$0.37 expiring August 16, 2027, and 1,500,000 Options granted on February 23, 2024, at an exercise price of \$0.120 expiring on February 23, 2029. Mr. McNamara continues to provide consultancy services to the Corporation on an as-needed basis following his retirement as a director of the Corporation effective May 31, 2025.
• (8) Mr. Sorace holds 500,000 Options granted on November 8, 2021, at an exercise price of \$0.10 expiring on November 8, 2026, and 200,000 Options granted on August 16, 2022, at an exercise price of \$0.37 expiring August 16, 2027. Mr. Sorace remains a consultant of the Corporation following his resignation as a director on December 29, 2023.

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The following table discloses all compensation securities granted or issued by the Corporation to each of its NEOs and directors subsequent to fiscal 2025 and outstanding as at the date of this Proxy Circular:

		COMPENSATION SECURITIES ISSUED SUBSEQUENT TO FISCAL Y/E JUNE 30, 2025
Name and position	Type of Compen	Number of Compensation on	Date of Issue or Grant (2)	Issue, conversion	Closing price of security or	Closing price of security or	Expiry Date
	sation Security	securities, number of underlying securities and percentage of class (1)		or exercise price (\$)	underlying security on date of grant (\$)	underlying security at year end (\$)
Martin Pawlitschek CEO and Director	Options	3,000,000 (0.695%) Underlying security: 3,000,000 common shares	2025-07-11	0.25	0.25	0.24	2030-07-11
Fatou Sylla Gueye Director	Options	1,050,000 (0.243%) Underlying security: 1,050,000 common shares	2025-07-11	0.25	0.25	0.24	2030-07-11
Martino De Ciccio Director and Chair	Options	1,900,000 (0.440%) Underlying security: 1,900,000 common shares	2025-07-11	0.25	0.25	0.24	2030-07-11
Peter Hemstead Director	Options	950,000 (0.220%) Underlying security: 950,000 common shares	2025-07-11	0.25	0.25	0.24	2030-07-11
Constant Tia (3) Director	Options	950,000 (0.022%) Underlying security: 950,000 common shares	2025-09-30	0.325	0.325	0.24	2030-09-30
Gavin Cooper CFO	Options	500,000 (0.116%) Underlying security: 500,000 common shares	2025-07-11	0.25	0.25	0.24	2030-07-11
John McClintock (4) (4(i) Vice President, Business Development	Options	1,500,000 (0.348%) Underlying security: 1,500,000 common shares	2025-09-30	0.325	0.325	0.24	2030-09-30
	RSUs	250,000	2025-09-30	0.325 (Deemed)			2030-09-28
Kathy Love (5) Corporate Secretary	Options	400,000 (0.093%) Underlying security: 400,000 common shares	2025-07-11	0.25	0.25	0.24	2030-07-11

Notes:

• (1) The options granted to each NEO and director above vest in four equal parts over a period of twenty-four months as follows: (i) 25% vest 6 months after the grant date; (ii) 25% vest 12 months after the grant date; (iii) 25% vest 18 months after the grant date; and (iv) 25% vest 24 months after the grant date.
• (2) As at the date of this Proxy Circular there are a total of 37,145,000 Options and 400,000 RSUs outstanding.
• (3) These Options were granted to Mr. Tia upon his appointment to the Board on effective September 30, 2025.
• (4) These Options and RSUs were granted and awarded to Mr. McClintock upon his appointment as Vice President, Business Development of the Corporation effective September 30, 2025. The RSUs awarded to Mr. McClintock vest and as to one-third on

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September 30, 2026, September 30, 3027 and September 30, 2028. The payout dates of Mr. McClintock's RSUs are September 30, 2026, September 30, 3027 and September 30, 2028. The Shares issuable upon payout of the vested RSUs have been authorized to be issued as fully paid and non-assessable common shares at a deemed price of \$0.325 per share.

(5) Ms. Love was formally appointed Corporate Secretary of the Corporation effective October 23, 2025.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by any of the Corporation's current directors or NEOs during the most recently completed financial year. Mr. Vince Sorace, a former director of the Corporation, exercised 500,000 Options granted to him on November 8, 2021, at an exercise price of \$0.10 per share on February 25, 2025. The closing price of the Corporation's shares on the date of exercise was C\$0.27. In addition, Mr. Galen McNamara, a former director of the Corporation, exercised an aggregate of 950,000 Options on June 12, 2025. These Options were granted to Mr. McNamara on November 8, 2021 (as to 200,000 Options at an exercise price of \$0.10 per share) and on February 23, 2024 (as to 750,000 Options at an exercise price of \$0.12 per share). The closing price of the Corporation's shares on June 12, 2025, was \$0.255.

External Management Companies

None of the NEOs or directors of the Corporation have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Corporation to provide executive management services to the Corporation, directly or indirectly.

Omnibus Equity Incentive Plan

The Omnibus Plan is the only equity compensation plan of the Corporation.

On April 8, 2025, the Board adopted an Omnibus Equity Incentive Plan (the "Omnibus Plan") to obtain maximum flexibility with respect to issuing stock options and other forms of equity compensation regardless of the Canadian stock exchange on which its shares are listed. The Omnibus Plan was adopted by shareholders at the Annual General and Special Meeting of shareholders held on May 21, 2025. The Omnibus Plan replaced the Stock Option Plan previously in place and last approved by shareholders at the annual general and special meeting of the Corporation held on January 17, 2024. The terms of the Omnibus Plan are in compliance with the rules and policies of the TSX Venture Exchange (the "TSXV"). So long as the Corporation is listed on the Canadian Securities Exchange ("CSE"), the Corporation will ensure that any grants of equity compensation are priced in accordance with the rules and polices of the CSE, being at market price or higher. The material terms of the Omnibus Plan are described below.

Purpose

The Omnibus Plan provides for the grant of Options, RSUs, DSUs, Performance Share Units ("PSUs") and Stock Appreciation Rights ("SARs") and collectively with the Options, RSUs, DSUs, PSUs and SARs ("Awards"). All Awards are granted under an agreement or other instrument or document evidencing the Award granted under the Omnibus Plan (an "Award Agreement").

Any director, officer, employee, Management Company Employee (as defined in the policies of the TSXV) or Consultant (as defined in the Omnibus Plan) of the Corporation or any of its subsidiaries, or a company wholly owned by any such individuals is an "Eligible Participant" and considered eligible to receive an Award (a recipient being a "Participant") under the Omnibus Plan, provided that only directors are eligible to receive DSUs.

The Omnibus Plan replaced the Corporation's Stock Option Plan. As of the effective date of the Omnibus Plan, (i) no additional stock options could be granted under the Stock Option Plan; and (ii) all outstanding stock options under the Stock Option Plan became governed by the Omnibus Plan, provided however, that if the terms of the Omnibus Plan adversely alter the terms or conditions, or impair any right of, a Participant pursuant to the Stock Option Plan, and such Participant has not consented thereto, the applicable terms of the Stock Option Plan shall continue to apply for the benefit of such Participant.

Capitalized terms used in this section but not defined herein shall have the meanings set out in the Omnibus Plan.

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Administration of the Omnibus Plan

The Omnibus Plan is administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board. All references to the "Board" in this summary refer to such committee, if any. Subject to the terms of the Omnibus Plan and any applicable rules of a stock exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of the Omnibus Plan and/or any Award hereunder for carrying out the provisions and purposes of the Omnibus Plan and/or to address tax or other requirements of any applicable jurisdiction. Subject to the provisions of the Omnibus Plan, the Board is authorized, in its discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Omnibus Plan as it may deem necessary or advisable. The Board may delegate to officers or managers of the Corporation, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, in whole or in part. Any such delegation by the Board may be revoked at any time at the Board's discretion. The interpretation, administration, construction and application of the Omnibus Plan and any provisions hereof made by the Board, or by any officer, manager, committee or any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Corporation, its subsidiaries and all Eligible Participants.

Plan Limits

The maximum number of Common Shares issuable at any time:

• (a) pursuant to outstanding Options under the Omnibus Plan (including options continued from the Stock Option Plan) shall be 10% of the Outstanding Issue, as measured as at the date of any Option grant; and
• (b) pursuant to all Share Compensation Arrangements (as defined in the plan) other than Options, shall be 38,417,803.

No Award that can be settled in Common Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Common Shares subject to such Award to exceed the abovenoted maximum numbers of Common Shares reserved for issuance pursuant to the settlement of Awards.

The Omnibus Plan includes an "evergreen" stock option plan, as Common Shares covered by Options and options previously granted under the Stock Option Plan which have been exercised or settled, as applicable, and Options and options previously granted under the Stock Option Plan which have expired or are forfeited, surrendered, cancelled or otherwise terminated or lapsed for any reason without having been exercised, will be available for subsequent grants under the Omnibus Plan and the number of Options that may be granted under the Omnibus Plan increases if the total number of issued and outstanding Common Shares increases.

Grant Limits

The following limits apply to the Common Shares issued or made issuable under any Award granted under the Omnibus Plan and any other Share Compensation Arrangement while the Common Shares are listed for trading on the TSXV (the "TSXV Share Limits"):

• (a) The maximum number of Common Shares issuable to Eligible Participants who are Insiders (as a group), at any time, under the Omnibus Plan and any other Share Compensation Arrangement, shall not exceed 10% of the Outstanding Issue at any point in time unless the Corporation has obtained the requisite disinterested shareholder approval in accordance with TSXV Policy 4.4 to exceed this limit.
• (b) The maximum number of Common Shares issuable to Eligible Participants who are Insiders (as a group), within any one-year period, under the Omnibus Plan and any other Share Compensation Arrangement, shall not exceed 10% of the Outstanding Issue, calculated as at the date any Share Compensation Arrangement is granted or issued to any Insider unless the Corporation has obtained the requisite disinterested shareholder approval in accordance with TSXV Policy 4.4 to exceed this limit.
• (c) The maximum number of Common Shares issuable to any one Participant under the Omnibus Plan and any other Share Compensation Arrangement in any 12-month period shall not exceed 5% of the

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• Outstanding Issue unless the Corporation has obtained the requisite disinterested shareholder approval in accordance with TSXV Policy 4.4 to exceed this limit.
• (d) The maximum number of Common Shares issuable to any one Consultant under the Omnibus Plan and any other Share Compensation Arrangement in any 12-month period shall not exceed 2% of the Outstanding Issue.
• (e) Investor Relations Service Providers (within the meaning of TSXV Policy 4.4) may only be granted Options and no other type of Award and may not be granted a cashless exercise right. The maximum number of Common Shares issuable to all Investor Relations Service Providers under all Options awarded shall not exceed 2% of the Outstanding Issue in any 12-month period, in each case measured as of the date of grant of an Award. Options granted to Investor Relations Service Providers shall vest in a period of not less than 12 months from the date of grant of Options, such that:
• (i) no more than 1/4 of Options vest before the date that is three months after the Options were granted;
• (ii) no more than another 1/4 of Options vest before the date that is six months after Options were granted;
• (iii) no more than another 1/4 of Options vest before the date that is nine months after the Options were granted; and
• (iv) the remainder of the Options do not vest before the date that is 12 months after Options were granted.
• (f) No Award (other than Options) may vest before the date that is one year following the date the Award is granted or issued, provided that this requirement may be accelerated for a Participant who dies or who ceases to be an Eligible Participant under the provisions hereof in connection with a Change of Control, take-over bid, reverse take-over or other similar transaction.

Subject to the policies of the applicable stock exchange, any Share Based Compensation issued or granted pursuant to the Omnibus Plan or otherwise prior to a Participant becoming an Insider, shall be considered Share Based Compensation granted to an Insider irrespective of the fact that the Participant was not an Insider at the date of grant.

Options

An Option under the Omnibus Plan is a stock option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at an exercise price set at the time of grant (the "Option Price"). Options are exercisable, subject to vesting criteria established by the Board at the time of grant, over a period as established by the Board from time to time which shall not exceed 10 years from the date of grant. If the expiration date for an Option falls within a black-out period the expiration date will be extended to the date which is ten business days after the end of the black-out period, which may be after the date that is 10 years from the date of grant.

The Option Price for Common Shares that are the subject of any Option shall be determined and approved by the Board when such Option is granted, but shall not be less than the Discounted Market Price of such Common Shares at the time of the grant, or such higher or other minimum price as may be required under the policies of the applicable stock exchange.

The Omnibus Plan allows the Board to permit Options to be exercised on a cashless basis (the "Cashless Exercise Right") such right treated as "Net Exercise" under the policies of the TSXV. If such a cashless exercise is granted, the Participant does not make a cash payment and receives only the number of underlying Common Shares that is equal to the quotient obtained by dividing: (a) the product of the number of Options being exercised multiplied by the difference between the five day VWAP on the day immediately prior to the exercise of the Cashless Exercise Right and the Option Price; and (b) the five day VWAP on the day immediately prior to the exercise of the Cashless Exercise Right.

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RSUs

An RSU under the Omnibus Plan is an Award in the nature of a bonus for services rendered that, upon settlement, entitles the recipient to receive Common Shares, cash in an amount value of the Common Shares, or a combination thereof, as the case may be, pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant, unless such RSU expires prior to being settled.

Vesting conditions may, without limitation, be based on continuing employment (or other service relationship) and/or achievement of performance criteria. Unless otherwise determined by the Board in its discretion, the Award of an RSU is considered a bonus for services rendered to the Corporation or its subsidiaries in the calendar year in which the Award is made or as an incentive for future services rendered to the Corporation or its subsidiaries.

RSUs expire no later than the 31st of December of the calendar year following the calendar year in which the performance of services for which such RSU is granted, occurred (the "RSU Restricted Period"). The date for determining if an RSU has vested must fall after the end of the any period within which performance criteria must be met, if any, but no later than the 1st day of December of the calendar year which commences three years after the calendar year in which the performance of services for which such RSU is granted occurred. An RSU may be forfeited if conditions to vesting are not met. Except as otherwise provided in the Award Agreement, all of the vested RSUs covered by a particular grant shall be settled as soon as practicable and in any event within ten business days following their vesting determination date and no later than the end of the RSU Restricted Period.

The Board, in its discretion, may award dividend equivalents in respect of unvested RSUs.

DSUs

A DSU under the Omnibus Plan is an Award attributable to a Participant's duties as a director that, upon settlement, entitles the recipient to receive such number of Common Shares as determined by the Board, or to receive the cash equivalent or a combination thereof, as the case may be, and is payable after termination of the Participant's service with the Corporation.

Participants may elect annually to receive a percentage of their annual base compensation in DSUs. In addition, the Board may award such additional DSUs to a director as the Board deems advisable to provide the Participant with appropriate equity-based compensation for the services he or she renders to the Corporation.

A Participant may receive their Common Shares, or cash equivalent, or a combination thereof, to which such Participant is entitled, by filing a redemption notice on or before the 15th day of November of the first calendar year commencing after the date of the Participant's termination of service. Notwithstanding the foregoing, if any Participant does not file such notice on or before that 15th day of November, the Participant will be deemed to have filed the redemption notice on the 15th day of November (the date of the filing or deemed filing of the redemption notice, the "Filing Date"). In the event that a Filing Date falls during a blackout period that the Board determines should apply to the Participant, the Filing Date shall be automatically extended to the 10th Business Day following the date that such black-out period is terminated. The Corporation will make payment as soon as reasonably possible following the Filing Date and in any event no later than the end of the first calendar year commencing after the Participant's termination of service.

The Board, in its discretion, may award dividend equivalents with respect to DSUs.

PSUs

A PSU is an Award granted to a Participant that is generally conditioned on the achievement of Performance Goals over a Performance Period (each as defined below), and that entitles the Participant to receive one Common Share for each PSU or to receive the Cash Equivalent or a combination thereof, as the case may be,

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pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant, unless such PSU expires prior to being settled.

For each award of PSUs, the Board shall establish the period in which any performance criteria and other vesting conditions must be met in order for a Participant to be entitled to receive Shares in exchange for all or a portion of the PSUs held by such Participant (the "Performance Period"), provided that such Performance Period may not expire later than the 31st day of December of the third calendar year following the calendar year in which the PSU is granted (the "PSU Restricted Period"). For each award of PSUs, the Board shall establish any Performance Criteria and other vesting conditions in order for a Participant to be entitled to receive Shares in exchange for his or her PSUs.

All unvested PSUs shall be either vest or be cancelled on the PSU Vesting Determination Date. The "PSU Vesting Determination" is the date on which the Board determines if and the extent to which the Performance Criteria and/or other vesting conditions with respect to an PSU have been met (the "PSU Vesting Determination Date") and, as a result, establishes the number of PSUs that become vested, if any. For greater certainty, the PSU Vesting Determination Date must fall after the end of the Performance Period, if any, but no later than the 1st day of December of the calendar year which commences three years after the calendar year in which the performance of services for which such PSU is granted occurred.

Except as otherwise provided in the Award Agreement, all of the vested PSUs covered by a particular grant shall be settled as soon as practicable and in any event within ten Business Days following their PSU Vesting Determination Date and no later than the end of the PSU Restricted Period (the "PSU Settlement Date"). The PSU Settlement Date shall not fall within a black-out period or within five (5) trading days after the end of a black-out period, unless the last day of the PSU Restriction Period falls within this period.

The Board, in its discretion, may award dividend equivalents in respect of unvested PSUs.

SARs

A SAR is a right granted by the Corporation to a Participant entitling the Participant to a payment in cash or Common Shares equal to the "In-The-Money Amount", which means the product of (i) the amount by which the market value of the Common Shares on the date a SAR is exercised or settled exceeds the SAR Base Amount, and (ii) the number of Common Shares under the Options to which the SARs relate, or specified in the SAR Agreement in the case of SARs granted on a standalone basis without reference to Options. "SAR Base Amount" means (i) in the case of a SAR attached to an Option, the Option Price under the Option; and (ii) in the case of a SAR that is not attached to an Option, an amount specified by the Board in the Award Agreement, but which in no event shall be less than the market value on the date of grant.

The Board may grant SARs to a Participant (i) in connection with the grant of Options to the same Participant, either at the Date of Grant of the Options or at any time after that date but before the expiry of the Options; or (ii) on a standalone basis without reference to any Option. A SAR granted in connection with an Option shall be subject to the same terms with respect to vesting and a SAR granted without reference to any Option shall vest in accordance with the SAR Agreement governing the grant of the SARs and the terms of the Omnibus Plan. The agreement in respect of an Award of SARs granted without reference to Options shall specify a number of Common Shares in respect of which the In-the-Money Amount may be determined for purposes of the Award. A Participant may exercise SARs that are connected with Options only at the same time and to the same extent as the related Options are exercisable. Upon the vesting of SARs that were not granted in connection with Options, the Corporation shall make, or shall cause to be made, a cash payment equal to the In-the-Money Amount on the vesting date less any withholding taxes, or, in its discretion, instead of making a cash payment may issue or deliver to the Participant that number of Common Shares equal to the In-The-Money Amount.

Vesting Restrictions

Awards other than Options cannot vest before the date that is one year following the date the RSU is granted or issued, provided that the requirement may be accelerated for a Participant who dies or who ceases to be

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an Eligible Participant under the provisions of the Omnibus Plan in connection with a Change of Control, takeover bid, reverse take-over or other similar transaction.

Termination, Resignation, Death etc.

The following provisions apply to Awards other than DSUs.

Cause

If a Participant ceases to be an Eligible Participant as a result of the Participant's employment or office with the Corporation or a subsidiary being terminated with cause, or if the Participant resigns in circumstances that would entitle the Corporation or the Subsidiary that employs them to terminate their employment for cause, then unless the Board determines otherwise all Awards, whether vested or unvested, held by the Participant will automatically terminate.

Without Cause; Resignation

If a Participant ceases to be an Eligible Participant as a result of the Participant's employment or office with the Corporation or a Subsidiary being terminated without cause, including as a result of the constructive dismissal of the Participant by the Corporation or a subsidiary, or as a result of the Participant resigning from the Corporation or a subsidiary, then, unless the Board determines otherwise, including by providing a longer period than as set out below:

• (a) any unvested Awards held by the Participant will automatically terminate;
• (b) in the case of any vested Options held by the Participant, the Participant will have the lesser of (i) 90 days and (ii) the remaining term of the Options to exercise those Options in accordance with the Omnibus Plan, failing which the unexercised Options will automatically terminate; and
• (c) in the case of any vested PSUs, RSUs or other Awards (other than Options) held by the Participant, the Corporation will settle those Awards no later than the earlier of (1) the date on which such Awards would have been settled had the Participant not experienced a termination and (2) the date that is one year after the termination.

Disability

If a Participant ceases to be an Eligible Participant as a result of the permanent disability of the Participant, then:

• (a) any unvested Awards held by the Participant on the Termination Date will vest if permitted under any vesting restrictions in the Omnibus Plan, and will otherwise automatically terminate;
• (b) in the case of any vested Options held by the Participant on the Termination Date, the Participant will have the lesser of (i) one year and (ii) the remaining term of the Options to exercise those Options in accordance with the Omnibus Plan, failing which the unexercised Options will automatically terminate; and
• (c) in the case of any vested PSUs, RSUs or other Awards (other than Options) held by the Participant, the Corporation will settle those Awards as soon as practicable and no later than the earlier of (1) the date on which such Awards would have been settled had the Participant not experienced a disability and (2) the date that is one year after the disability date.

Death

If a Participant ceases to be an Eligible Participant as a result of the Participant's death, then:

• (a) any unvested Awards granted to such Participant shall terminate;
• (b) any vested Option granted to such Participant will cease to be exercisable by the liquidator, executor or administrator, as the case may be, of the estate of the Participant on the earlier of 12 months following the Participant's death and the expiry date of the Option set forth in the Grant Agreement, after which the Option will expire; and

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(c) in the case of any vested PSUs, RSUs or other Awards (other than Options) held by the Participant, the Corporation will settle those Awards as soon as practicable, and no later than the earlier of (1) the date on which such Awards would have been settled had the Participant not died and (2) the date that is one year after the death.

Consultants; Investor Relations

If the Corporation or a subsidiary terminates a consultant for breach of or failure to perform its obligations under the agreement governing its services as a consultant or which, if the consultant were an employee of the Corporation or a subsidiary of the Corporation, would have entitled it to terminate the Consultant for cause, all Awards held by the Consultant, whether vested or unvested, will automatically terminate and the consultant will cease to have any rights in relation to those Awards. This also applies in the circumstances where a consultant agrees to the termination of its services as an alternative to a termination described in the first sentence. If a consultant's services end in accordance with the agreement governing its services or the consultant's services are terminated otherwise than under the foregoing, then unless the Board determines otherwise, including by providing a longer period than as set out below:

• (a) any unvested Awards held by the Consultant will automatically terminate;
• (b) except as provided below, in the case of any vested Options held by the Consultant, the Consultant will have the lesser of (i) 90 days and (ii) the remaining term of the Options to exercise those Options in accordance with the Omnibus Plan, failing which the unexercised Options will automatically terminate and the Consultant will cease to have any rights in relation to those Options; and
• (c) in the case of any vested PSUs, RSUs or other Awards (other than Options) held by the consultant, the Corporation will settle those Awards as soon as practicable and no later than the earlier of (1) the date on which such Awards would have been settled had the consultant not experienced a termination and (2) the date that is one year after the termination.

If the Participant is engaged as a Consultant providing Investor Relations Activities (as defined in TSXV policies) to the Corporation, and in the event the Participant's services are terminated, the Participant may exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the date of termination until the earlier of: (i) 30 days following such termination, or such longer period as determined by the Board; and (ii) the expiry date of the Option (in any case, such period to be no longer than one year following the date of such termination).

Amendments

The Board may suspend or terminate the Omnibus Plan at any time.

The Board may from time to time, in its discretion and without approval of the shareholders of the Corporation, make the following types of amendments to the Omnibus Plan or any Award, subject to any regulatory or any applicable stock exchange requirement or approval at the time of such amendment:

• (a) a reduction in the number of Common Shares that may be issued under such Award;
• (b) an increase in the Option Price of an Option;
• (c) the cancellation of any Award;
• (d) amendments of a "housekeeping" nature, including any amendment that is necessary to (i) clarify an existing provision of the Omnibus Plan that do not have the effect of altering the scope, nature and intent of such provisions, (ii) correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan that do not have the effect of altering the scope, nature and intent of such provisions, (iii) comply with applicable law or the requirements of the applicable stock exchange or any other regulatory body; or (iv) correct any grammatical or typographical errors in the Omnibus Plan;
• (e) amendments regarding the administration of the Omnibus Plan;

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• (f) amendments to the Omnibus Plan necessary to ensure that the Omnibus Plan complies with the applicable regulatory requirements, including the rules of the applicable stock exchange, in place from time to time; and
• (g) any amendment that does not otherwise require approval of the shareholders of the Corporation under the rules of the applicable stock exchange or applicable law.

With approval of the shareholders of the Corporation (including disinterested shareholder approval in accordance with TSXV Policy 4.4, if required by the TSXV) and subject to any regulatory or stock exchange requirement or limitations at the time of such amendment, the Board may amend the Omnibus Plan or any Award other than as set out above, including amendments to the provisions of the Omnibus Plan or any Award that:

• (a) amend the definition of an Eligible Participant under the Omnibus Plan;
• (b) increase the maximum number of Common Shares issuable under the Omnibus Plan (either as a fixed number or fixed percentage of the Outstanding Issue), except in the event of an adjustment pursuant to the adjustment provisions of the Omnibus Plan;
• (c) increase the maximum number of Common Shares that may be (A) issuable to insiders at any time, or (B) issued to insiders under the Omnibus Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant the Omnibus Plan;
• (d) amend the method for determining the Option Price;
• (e) extend the maximum term of any Award;
• (f) amend the expiry and termination provisions applicable to an Award;
• (g) amend any method or formula for calculating prices, values or amounts under a that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a SAR; and
• (h) amend the amendment provisions of the Omnibus Plan.

While the Common Shares are listed on the TSXV, any shareholder approval required for (a) any amendment to an Award held by an Insider, including an extension to the option term or decrease in the Option Price for Options granted to individuals who are insiders, at the time of the proposed amendment, or (b) any amendment that could result in any of the TSXV Share Limits being exceeded, will be required to be disinterested shareholder approval under the policies of the TSXV.

A copy of the Omnibus Plan may be inspected at the Meeting. In addition, a copy of the Omnibus Plan will be mailed, free of charge, to any holder of Common Shares who requests a copy, in writing, from the Corporation's Corporate Secretary at 918 - 1030 W. Georgia Street Vancouver, BC V6E 2Y3 or by email at klove@sanugoldcorp.com.

Pension Disclosure

The Corporation does not currently provide any pension plan benefits for executive officers, directors, or employees.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Omnibus Plan is the only equity compensation plan of the Corporation. Set forth below is a summary of securities issued and issuable under the Omnibus Plan as at June 30, 2025:

Plan Category	Number of securities to be issued upon exercise or settlement of outstanding awards (a)	Weighted-average exercise price of outstanding awards (\$)	Number of securities remaining available for future issuance under the applicable plan (excluding securities reflected in column (a))
Equity compensation plans
approved by security holders (1):
- Omnibus Equity Incentive
Plan
- Options (2)	22,470,000	0.16	20,632,089
- Restricted Share Units	Nil	n/a	38,417,803 RSUs, DSUs, PSU's and
- Deferred Share Units	Nil	n/a	SAR's together (3)
- Performance Share Units	Nil	n/a
- Stock Appreciation	Nil	n/a
Rights
Equity compensation plans not
approved by securityholders	Nil	n/a	n/a
TOTAL:	22,470,000		20,632,089(4)

Notes:

• (1) The only equity plan currently in place and approved by Shareholders is the Omnibus Equity Incentive Plan. Reference is made to the disclosure regarding the Omnibus Plan in the Consolidated Financial Statements for the Year Ended June 30, 2025, which are available on SEDAR+ at www.sedarplus.ca.
• (2) The maximum number of shares issuable under the Omnibus Plan for Options as at June 30, 2025, is 43,102,090. The maximum number of Common Shares that may be reserved for issuance under the Omnibus Plan shall not exceed 10% of the total number of issued Common Shares (calculated on a non-diluted basis) at the time an Option is granted.
• (3) Under the 2024 Omnibus Plan the Corporation can issue a maximum of 38,417,803 RSUs, DSUs, PSUs and SARs together.
• (4) Subsequent to the financial year ended June 30, 2025, the Corporation issued an aggregate of 15,100,000 Options and awarded 400,000 RSUs.

CORPORATE GOVERNANCE DISCLOSURE

As of the date of this Proxy Circular, the Corporation is listed on the CSE and discloses its corporate governance practices using the disclosure requirements in National Instrument 58-101, Disclosure of Corporate Governance Practices ("NI 58-101") that apply to venture issuers. The Corporation's statement of corporate governance practices is made with reference to National Policy 58-201, Corporate Governance Guidelines and NI 58-101 (collectively the "Governance Guidelines") which are initiatives of the CSA. The corporate governance practices of the Corporation also conform to the policies of the CSE, which have essentially been supplanted by the Governance Guidelines. Copies of the Corporation's governance materials, including Position Descriptions for the Chair, committee chairs and CEO and CFO as well as the Corporation's Board mandate and Board Committee charters can be found on the Corporation's website at www.sanugoldcorp.com.

Board Governance

The Board has adopted a mandate which acknowledges its responsibility for the overall stewardship of the conduct of the business of the Corporation and the activities of Management. Management is responsible for the day-to-day conduct of the business. The Board's fundamental objectives are to enhance and preserve long-term Shareholder value, and to ensure the Corporation meets its obligations on an ongoing basis and that the Corporation operates in a reliable and safe manner. In performing its functions, the Board considers the legitimate interests that its other stakeholders, such as employees, customers and communities, may have in the Corporation. In overseeing the conduct of the business, the Board, through the Chief Executive Officer, sets the standards of conduct for the Corporation.

The Board operates by delegating certain of its authorities to Management and by reserving certain powers to itself. The Board retains the responsibility for managing its own affairs including selecting its Board Chair,

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nominating candidates for election to the Board and constituting committees of the Board. Subject to the Articles of the Corporation and the Business Corporations Act (British Columbia) ("BCABC"), the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.

The Board has a written mandate which includes responsibility to supervise and evaluate Management, to oversee the conduct of the Corporation's business, to set policies appropriate for the business of the Corporation and to approve corporate strategies and goals. The Board is to carry out its mandate in a manner consistent with the fundamental objective of enhancing Shareholder value. In discharging its duty of stewardship over the Corporation the Board expressly undertakes the following specific duties and responsibilities: (i) adopting, supervising and providing guidance on the Corporation's strategic planning process; (ii) identifying the principal risks of the Corporation's business and ensuring the implementation of appropriate risk management systems; (iii) ensuring that the Corporation has Management of the highest caliber and maintaining adequate and effective succession planning for senior Management; (iv) placing limits on Management's authority; (v) overseeing the integrity of the Corporation's internal control and management information systems; and (vi) overseeing the Corporation's communication policy with its Shareholders and with the public generally.

Composition of the Board

The Corporation's Board currently consists of five directors. Based on the tests for independence set forth in NI 52-110, Messrs. Peter Hemstead and Constant Tia are independent and Messrs. Martin Pawlitschek and Martino de Ciccio and Ms. Fatou Sylla Gueye are not independent. Mr. Pawlitschek is not independent, as he is an officer of the Corporation. Mr. De Ciccio is not independent under NI 52-110 as he is Chair of the Corporation; however, Mr. De Ciccio is a non-executive Chair and is not involved in the day-to-day management of the Corporation, so under other metrics would be considered independent. Ms. Gueye is not independent as she has received compensation over \$75,000 other than as remuneration for acting as a director within a 12-month period in the last three years from the Corporation.

The Board has adopted a written position description for each of the Board Chair and/or Lead Director, the Chair of each Board Committee and the CEO. A copy of the description of these positions is appended to the Board Mandate and is available on the Corporation's website at www.sanugoldcorp.com.

Board Committees

To assist the Board with its responsibilities, the Board has established three standing committees, including the Audit Committee, the joint Compensation/Corporate Governance and Nominating Committee and the Technical Committee. Each Committee has a written mandate and reviews its mandate on an annual basis. The committee mandates are available on the Corporation's website at www.sanugoldcorp.com, and the Mandate of the Audit Committee is attached to this Proxy Circular as Schedule "A".

The table below sets out the current composition of the Board's Committees:

Audit Committee	Compensation and Corporate Governance and Nominating	Technical Committee
	Committee
Peter Hemstead (Chair)	Martino De Ciccio (Chair)	Martin Pawlitschek (Chair)
Constant Tia	Peter Hemstead	Silvia Bottero
Fatou Gueye	Fatou Gueye	Dr. Serigne Dieng

It is proposed that should all the nominees set out in this Proxy Circular be elected to the Board, following the Meeting the composition of the Committees will remain the same.

Compensation and Corporate Governance and Nominating Committee

The focus of the Corporation's joint Compensation/Corporate Governance and Nominating Committee (the "Committee") is on both compensation and corporate governance related matters.

In terms of corporate governance, the Committee has been mandated on behalf of the Board to ensure that the Corporation's corporate governance system is effective in the discharge of its obligations to the

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Corporation's Shareholders. In terms of compensation matters, the Committee's responsibilities include implementation and oversight of compensation policies approved by the Board.

The Committee also has the responsibility of proposing nominees to the Board. The Committee considers the competencies and skills that the Board as a whole should possess, the competencies and skills of existing Board members and the competencies and skills of proposed new Board members. The Committee members utilize their extensive knowledge of the industry and personal contacts to identify potential nominees that possess the desired skills and competencies. On September 30, 2025, on the recommendation of the Committee, Mr. Constant Tia was appointed to the Board to further strengthen the Board's overall expertise.

The Committee also reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer and to approve compensation for all other designated officers of the Corporation, after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board.

The duties and responsibilities of the Committee include, without limitation, the following:

• a) to develop and monitor the Corporation's overall approach to corporate governance issues and, subject to approval by the Board, to implement and administer a system of corporate governance which reflects superior standards of corporate governance practices;
• b) to report annually to the Corporation's Shareholders, through the Corporation's annual management information circular or annual report to Shareholders, on the Corporation's system of corporate governance and the operation of its system of governance;
• c) to analyze and report annually to the Board the relationship of each director to the Corporation as to whether such director is a related director or an unrelated director; and
• d) to advise the Board or any of the committees of the Board of any corporate governance issues which the Committee determines ought to be considered by the Board or any such committee;
• e) to recommend to the Board compensation policies and guidelines for the Corporation; and
• f) to review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer and to approve compensation for all other designated officers of the Corporation, after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board.

The Board of Directors is of the view that the Committee collectively has the knowledge, experience and background to fulfill its mandate, and that each of the members of the Committee has direct experience relevant to his/her responsibilities regarding both corporate governance and executive compensation. All three members have been associated with numerous public companies and have extensive experience with executive compensation at such public companies. These collective skills and extensive experience enable the Committee to make decisions on the suitability of the Corporation's compensation and corporate governance policies and practices.

Under its mandate, the Committee is responsible for developing and implementing an orientation program for new directors, where necessary. Currently, new directors are given copies of all policies, codes and mandates and the Corporation's disclosure practices. Board members have full access to the Corporations records. Senior management is also made available to meet with new directors.

All directors are expected to understand the Corporation's business, the mining sector and strategic initiatives and trends. To facilitate this, directors are encouraged to participate in seminars or conferences of interest and relevance to their duties and responsibilities to the Corporation and to communicate with

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management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management's assistance.

Technical Committee (the "Technical Committee")

On February 28, 2025, the Board established the Technical Committee. The responsibility of the Technical Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the operational performance and operations risk of the Corporation, particularly in technical areas.

Code of Business Conduct and Ethics

On February 28, 2025, the Board adopted a formal written Code of Business Conduct and Ethics (the "Code of Conduct") for its directors, officers and employees.

Individuals governed by the Code of Conduct are required to disclose in writing all business, commercial or financial interests or activities which might reasonably be regarded as creating an actual or potential conflict with their duties. Individuals must avoid all situations in which their personal interests conflict or might conflict with their duties to the Corporation or with the economic interest of the Corporation. All business transactions with individuals, corporations or other entities that could potentially, directly or indirectly, be considered to be a related party, must be approved by the Board regardless of the amount involved.

Directors, officers and employees are encouraged to report violations of the Code of Conduct on a confidential and, if preferred, anonymous basis, in accordance with the complaints procedure set out in the Code of Conduct or the Corporation's Internal Alert Policy. The Audit Committee may request special treatment for any complaint, including the involvement of the Corporation's external auditors or outside counsel or other advisors. All complaints are required to be documented in writing by the person(s) designated to investigate the complaint, who shall report forthwith to the Chair of the Audit Committee. On an annual basis, or otherwise upon request from the Board, the Code of Conduct requires the Chair of the Audit Committee to prepare a written report to the Board summarizing all complaints received during the previous year, all outstanding unresolved complaints, how such complaints are being handled, the results of any investigations and any corrective actions taken.

A copy of the Corporation's Code of Conduct has been filed on and is accessible under the Corporation's profile on the SEDAR+ website at www.sedarplus.ca and on the Corporation's website at www.sanugoldcorp.com.

Board Diversity

The Corporation recognizes that improving diversity on the Board and among its senior executives presents the Corporation with an opportunity to develop a competitive advantage by ensuring that the Corporation appeals to potential employees from the broadest possible talent pool. The focus always has been, and will continue to be, to recruit and appoint the most qualified individuals. While the Corporation has not established targets for the representation of women on the Board or on its senior management team, the Corporation does recognize that women are underrepresented in the mining industry generally.

Board Meetings

The Board and Board committees meet regularly without management and non-independent directors. These discussions are intended generally to form part of the committee chairs' reports to the Board. The Chair of the Board encourages open and candid discussions among the independent directors by providing them with an opportunity to express their views on key topics before decisions are taken.

Participation of Directors in Other Reporting Issuers

The following table sets out, as at the date of this Proxy Circular, the current directors and nominees for director of the Corporation that are currently directors of other reporting issuers:

Name of Director	Name of Other Reporting Issuer
Martin Pawlitschek	• Serra Energy Metals Corp.

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Name of Director	Name of Other Reporting Issuer
Martino De Ciccio	• Montage Gold Corp.
	• LunR Royalties Corp.
Peter Hemstead	• Fireweed Metals Corp.
	• LunR Royalties Corp.

Assessment of the Board

In accordance with the Board's mandate, the Board, through its Compensation/Corporate Governance and Nominating Committee, undertakes assessments of itself, its committees and each individual director's effectiveness and contribution on an annual basis.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee's Charter

The primary function of the audit committee of the Corporation (the "Audit Committee") is to assist the Board in fulfilling its financial oversight responsibilities with respect to the financial reporting process and the quality, transparency and integrity of the financial statements and other related public disclosures; the Corporation's systems of internal controls regarding finance and accounting; and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Audit Committee meets at least quarterly.

The Audit Committee charter is attached to this Proxy Circular as Schedule "A".

Composition of the Audit Committee

As at the date of this Proxy Circular, the following are the members of the Audit Committee:

Name of Member	Independence(1)	Financially Literate(1)
Peter Hemstead2	Independent	Yes
Fatou Sylla Gueye	Not Independent	Yes
Constant Tia	Independent	Yes

Notes:

• (1) As defined by National Instrument 52-110. For the purposes of NI 52-110, an individual is financially literate if they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.
• (2) Chair of the Audit Committee.

Peter Hemstead - Mr. Hemstead has over 25 years of management and finance experience in the mining industry. He has been a director of Fireweed Metals Corp. since April 2020 and served as Interim President & CEO of Fireweed from May 2024 until January 2025. He served as the CFO of Bluestone Resources Inc. from 2016 until December 2019 when he was appointed President & CEO and Chair of the Board until its acquisition by Aura Minerals Inc. in January 2025. He also served on the Board of Directors of Fiore Gold Ltd. from 2017 until its acquisition by Calibre Mining Corp. in 2022. Prior to that, he spent 10 years in a senior financial executive role at Capstone Mining Corp. (now Capstone Copper Corp.), leading the finance team through the successful expansion from an exploration and development stage mining company to an intermediate copper producer with multiple operations. Mr. Hemstead is a Chartered Professional Accountant with an Honours Bachelor Degree in Economics from the University of Western Ontario.

Fatou Sylla Gueye – Ms. Gueye is a director of the Corporation. She is the founder and a director of Jiwana Resources, a private Australian mining exploration company with assets in Senegal. Ms. Gueye has extensive experience as a senior executive in the financial services, consulting and mining industries in Australia, the United States and Africa. Her experience in the mining sector includes exploration and mining finance particularly for West African explorers and developers. Ms. Gueye has provided expert advice to numerous publicly traded and privately held mining and finance companies operating in Africa and Australia. She has a

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Master's Degree I in economic engineering from Université Grenoble Alpes in France and a Master's Degree II in economic engineering jointly from Exeter University in England and Université Grenoble Alpes in France.

Constant Tia – Mr. Tia is a mining finance executive with over 18 years of experience leading the finance function across various operations and overseeing major capital projects, notably in West Africa. He has strong expertise across financial reporting, treasury, tax, audit, budgeting, capital management, and financial systems. Mr. Tia currently serves as Chief Financial Officer for Montage Gold Corp., prior to which he served at Kinross Gold Corporation as regional Chief Financial Officer overseeing the Africa and Chile regions, and previously also the Russian region. Mr. Tia holds a Master of Science in Commerce from the National Polytechnic Institute of Yamoussoukro and is a Certified Public Accountant.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Exemption for Venture Issuers

The Corporation is a "venture issuer" as defined in NI 52-110 and is relying on the exemption contained in Section 6.1 of NI 52-110, which exempts the Corporation from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110. The composition of the Audit Committee is compliant with Section 6.1.1 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditors Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit-Related	Tax Fees	All Other Fees
		Fees
June 30, 2025	\$52,000	Nil	\$12,000
June 30, 2024	\$55,000	Nil	\$38,000	Nil

Notes:

• (1) "Audit Fees" include fees necessary to perform the annual audit and if applicable, quarterly reviews of the Corporation's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
• (2) "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
• (3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. These fees relate to preparing and filing the Corporation's and its subsidiaries Canadian tax returns and related schedules.
• (4) "All Other Fees" includes all other non-audit services.

Reliance on Exemptions in NI 52-110 Regarding Audit Committee Composition & Reporting Obligations

Since the Corporation is a venture issuer, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in 'Composition of the Audit Committee' above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in this Proxy Circular).

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PARTICULARS OF MATTERS TO BE ACTED UPON

The matters to be brought before the Shareholders at the Meeting are:

• 1. to receive the audited consolidated financial statements of the Corporation for the year ended June 30, 2025, together with the report of the auditors thereon;
• 1. To fix the number of directors for the ensuing year at five (5);
• 1. To elect the directors for the ensuing year;
• 1. To 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;
• 1. To consider and, if thought fit, to consider and, if thought fit, to approve, with or without variation, an ordinary resolution approving an Omnibus Incentive Plan (the "Omnibus Plan"), including the reservation for issuance pursuant to the exercise of options under the Omnibus 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 Omnibus Plan other than options, subject to any amendments that may be required by the TSXV, as more particularly described in the accompanying Management Proxy circular (the "Proxy Circular"); and
• 1. to transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Presentation of Financial Statements

1. The Corporation's audited consolidated financial statements of the Corporation for the year ended June 30, 2025, together with the report of the auditors thereon will be placed before the Meeting. These documents are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca. No vote by the Shareholders is required to be taken or will be conducted with respect to the Annual Financial Statements.

Fixing the Number of Directors

1. Shareholders will be asked to pass an ordinary resolution to set the number of directors for the ensuing year at five (5), subject to any increases permitted by the Corporation's articles.

Proxies received in favour of management will be voted in favour of the setting the number of directors at five (5), unless the shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect thereof.

Election of Directors

The term of office of each of the present directors expires at the Meeting but they are eligible for re-election or re-appointment. The Board proposes to nominate the five (5) persons named in the table below for election as directors of the Corporation. Three of the four nominees are currently directors of the Corporation.

Each director elected will hold office until the next annual general meeting of the Corporation or until his or her successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Corporation or the BCABC or he or she becomes disqualified to act as a director.

The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the election to the Board of the nominees listed below. Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

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Majority Voting Policy

In accordance with good corporate governance practices and procedures, the Board adopted a Majority Voting Policy at a meeting of the Board held on February 28, 2025. The Majority Voting Policy provides that each director of the Corporation must be elected by the vote of a majority of the Common Shares, represented in person or by proxy, at any meeting held for the election of directors. Forms of proxy for the election of directors will permit a Shareholder to vote in favour of, or to withhold from voting, separately for each director nominee.

If any nominee for director does not receive a majority vote in favour of his or her election from the Common Shares voted at the meeting in person or by proxy, the Compensation/Corporate Governance and Nominating Committee of the Corporation will expeditiously consider whether to recommend that the Board request that such director tender his or her resignation. In making this recommendation, the Compensation/Corporate Governance and Nominating Committee of the Corporation may consider such extenuating circumstances as it deems appropriate including, without limitation, circumstances relating to the composition of the Board or the voting results.

The Board shall consider any recommendation in this regard within 90 days of the relevant Shareholders' meeting.

The following table sets out the names of management's nominees for election as directors, all offices in the Corporation each nominee now holds, each nominee's principal occupation, business or employment for the past five years, the period of time during which each nominee has been a director of the Corporation, and the number of Shares owned by each nominee, directly or indirectly, or over which each nominee exercised control or direction, as at the Record Date.

Unless otherwise instructed, the named proxyholders will vote FOR the appointment of each of the following nominees as a director.

Name, Province or State and Country of Residence and Present Office Held	Principal Occupation and, if Not Previously Elected, Principal Occupation during the Past Five Years	First appointed as Director	Number of Shares Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised (1)
Martin Pawlitschek Australia CEO and Director	CEO and Director of Sanu Gold Corp. International mining professional	October 21, 2021	7,761,722
Fatou Sylla Gueye Senegal Director	Founder and director of Jiwana Resources	October 21, 2021	5,647,222
Martino De Ciccio Dubai Chair and Director	CEO of Montage Gold Corp. since February 2024; Director of Montage Gold Corp. since June 2024; Deputy CFO and Head of Investor Relations at Endeavour Mining Corp. January 2023 to February 2024; Vice President, Strategy and Investor Relations at Endeavour Mining Corp. November 2015 to January 2023.	December 31, 2024	3,615,000
Peter Hemstead British Columbia Director	Director of Fireweed Metals Corp. since April 2020; Interim President and CEO of Fireweed from May 2024 until January 2025. President & CEO and Chair of the Board of Bluestone Resources Inc. December 2019 until January 2025; CFO of Bluestone Resources Inc. from 2016 to December 2019. Director and Chair of the Audit Committee at Fiore Gold Ltd. from December 2017 to January 2022.	May 21, 2025	657,143

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Name, Province or State and Country of Residence and Present Office Held	Principal Occupation and, if Not Previously Elected, Principal Occupation during the Past Five Years	First appointed as Director	Number of Shares Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised (1)
Constant Tia	Mr. Tia currently serves as Chief	September 30, 2025	1,041,667
Spain	Financial Officer for Montage Gold
Director	Corp., prior to which he served at
	Kinross Gold Corporation as regional
	Chief Financial Officer overseeing the
	Africa and Chile regions, and previously
	also the Russian region.

Notes:

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

To the knowledge of the Corporation, no member of the Board:

• (a) is, as at the date of the Proxy Circular, or has been, within 10 years before the date of the Proxy Circular, a director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Corporation) that:
• (i) was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
• (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or
• (b) is, as at the date of this Proxy Circular, or has been within 10 years before the date of the Proxy Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
• (c) has, within the 10 years before the date of this Proxy Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
• (e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

⁽¹⁾ This information, not being within the knowledge of the Corporation, has been furnished by the respective nominees. Information provided is as at the Record Date.

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To the knowledge of the Corporation, none of the proposed directors (or any of their personal holding companies) has been subject to:

• (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
• (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment and Remuneration of Auditors

The Board proposes to re-appoint Davidson & Company LLP as the auditor of the Corporation to hold office until the close of the next annual general meeting of Shareholders. The resolution to approve the re-appointment of Davidson & Company LLP will also authorize the Board to fix its remuneration. Davidson & Company LLP was first appointed as the auditor of the Corporation in September 2022. Additional information on fees paid to PricewaterhouseCoopers, LLP can be found below under "Audit Committee Disclosure".

To be effective, the resolution to re-appoint Davidson & Company LLP must be approved by not less than a majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting.

Unless otherwise instructed, the named proxyholders will vote FOR reappointing Davidson & Company LLP and authorizing the Board to fix Davidson & Company LLP's remuneration.

Approval of Omnibus Equity Incentive Plan

The Omnibus Incentive Plan (the "Omnibus Plan") provides for the grant of Options, RSUs, DSUs, Performance Share Units ("PSUs") and Stock Appreciation Rights ("SARs"), and collectively with the Options, RSUs, DSUs, PSUs and SARs ("Awards"). All Awards are granted under an agreement or other instrument or document evidencing the Award granted under the Omnibus Plan (an "Award Agreement").

A description of the Omnibus Plan is described in detail herein. A copy of the Omnibus Plan will also be available for inspection at the Meeting. In addition, a copy of the Omnibus Plan will be mailed, free of charge, to any holder of Common Shares who requests a copy, in writing, from the Corporation's Corporate Secretary at 918 - 1030 W. Georgia Street Vancouver, BC V6E 2Y3 or by email at klove@sanugoldcorp.com.

The form of the resolution in respect of the Omnibus Plan set forth below (the "Omnibus Plan Resolution") is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the Omnibus Plan Resolution.

To be effective, the Omnibus Plan Resolution must be passed by a simple majority of the votes cast thereon by Shareholders present in person or by proxy at the Meeting.

"RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Corporation's Omnibus Plan approved by the directors on January 5, 2026 and as described in the Corporation's Management Proxy circular dated January 5, 2026 is approved and confirmed, including the reserving for issuance under the Omnibus Plan at any time of a maximum of 10% of the issued and outstanding common shares of the Corporation with a maximum of 38,417,803 Common Shares subject to awards other than stock options.

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• 1. The Corporation is authorized to make any amendments to the Omnibus Plan as may be required by regulatory authorities or otherwise made necessary by applicable legislation, without further approval of the shareholders of the Corporation, in order to ensure the adoption and efficient function of the Omnibus Plan.
• 1. The Corporation is authorized to abandon or terminate all or any part of the Omnibus Plan if the directors of the Corporation deem it appropriate and in the best interests of the Corporation to do so.
• 1. The Corporation is authorized to grant Options, Restricted Share Units, Deferred Share Units, Performance Share Units and Stock Appreciation Rights, subject to the terms and conditions of the Omnibus Plan.
• 1. The Corporation is authorized to cease granting stock options under the Stock Option Plan and continue all outstanding options under the Omnibus Plan.
• 1. Any one or more of the directors and officers of the Corporation is authorized and directed to perform allsuch act, deeds and things and execute allsuch documents and other writings, including treasury orders, security regulator forms and stock exchange filings as may be required to give effect to the true intent of this resolution."

Recommendation of the Board

The Board believes that the passing of the Omnibus Plan Resolution is in the best interests of the Corporation and recommends that Shareholders vote in favor of the Omnibus Plan Resolution.

Unless otherwise instructed, the named proxyholders will vote FOR the Omnibus Plan Resolution.

MANAGEMENT CONTRACTS

No management functions of the Corporation are performed to any substantial degree by a person other than the directors or executive officers of the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the Record Date, there was no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or its subsidiaries which is owing to the Corporation or its subsidiaries, or, which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, no proposed nominee for election as a director of the Corporation and no associate of such persons:

• (i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Corporation or its subsidiaries; or
• (ii) is indebted to another entity, which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries; or
• (iii) is indebted in relation to a securities purchase program or other program.

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ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation's profile on the SEDAR+ website at www.sedarplus.ca. Financial information is provided in the Corporation's comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR+. Copies may be obtained free of charge upon Shareholder's request to the Corporation at 918 - 1030 W. Georgia Street Vancouver, BC V6E 2Y3 or by email at klove@sanugoldcorp.com.

OTHER MATTERS

Management of the Corporation is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

DATED at Vancouver, British Columbia this 5th day of January 2026.

APPROVED BY THE BOARD OF DIRECTORS

"Martin Pawlitschek"

Martin Pawlitschek Chief Executive Officer and Director

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Schedule A

SANU GOLD CORP. (the "Corporation")

MANDATE OF THE AUDIT COMMITTEE

Amended and Restated by the Board of Directors on February 28, 2025 and reviewed and ratified by the Board of Directors on January 5, 2026

MANDATE

The Audit Committee (the "Committee") oversees the accounting and financial reporting processes of the Sanu Gold Corp. (the "Corporation") and its subsidiaries and all audits and external reviews of the financial statements of the Corporation on behalf of the Board, and has general responsibility for oversight of internal controls, accounting and auditing activities of the Corporation and its subsidiaries.

In performing its duties, the Committee will maintain effective working relationships with the Board, management and the external auditors. To effectively perform his or her role, each Committee member must obtain an understanding of the principal responsibilities of Committee membership as well as the Corporation's business, operations and risks.

COMPOSITION

The Committee shall be composed of three or more directors as appointed by the Board from time to time. The members shall be appointed annually at the time of each annual meeting of shareholders and shall hold office until the next annual meeting or until they are removed by the Board or until their successors are earlier appointed, or until they cease to be directors of the Corporation.

A majority of the members of the Committee must be "independent" (as defined in Sec. 1.4 of National Instrument 52-110 (Audit Committees)) ("NI 52-110").

A majority of the members of the Committee must be "financially literate" (as defined in Sec. 1.6 of NI 52-110) or must become financially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee must have accounting or related financial management expertise.

The Chair of the Committee (the "Chair") shall be designated by the Board or the Committee from amongst its members. The Chair may be removed and replaced by the Committee members. If the Chair is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside at the meeting.

Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board on the recommendation of the Chair of the Board. The Board may remove and replace any member of the Committee.

MEETINGS

The Committee shall meet in accordance with a schedule established each year by the Board, and at other times that the Committee may determine. The Committee shall meet at least annually with the Corporation's Chief Financial Officer and external auditors in separate executive sessions.

The time and place at which meetings of the Committee are to be held, and the procedures at such meetings will be determined from time to time by the Chair. A meeting of the Committee may be called by notice, which may be given by written notice, telephone, facsimile, email or other electronic communication at least 48 hours prior to the time of the meeting. However, no notice of a meeting shall be necessary if all of the members present either in person or by means of telephone or teleconference, or other communication equipment, waive notice or otherwise signify their consent to the holding of such meeting.

Two members of the Committee shall constitute a quorum.

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The Committee shall keep records of its proceedings and report to the Board when the Committee may deem appropriate but not later than the next meeting of the Board.

The Committee may appoint any individual, who need not be a member, to act as the secretary at any meeting for the purposes of recording the minutes of the meeting.

The Committee may invite such other directors, senior officers and employees of the Corporation and such other advisors and persons as is considered advisable to attend any meeting of the Committee.

Any matter to be determined by the Committee shall be decided by a majority of the votes cast at a meeting of the Committee called for such purpose. Any action of the Committee may also be taken by an instrument or instruments in writing signed by all of the members of the Committee (including in counterparts, by facsimile or other electronic signature) and any such action shall be as effective as if it had been decided by a majority of the votes cast at a meeting of the Committee called for such purpose.

The Committee shall hold an in-camera session without any senior officers present at each meeting of the Committee, unless such a session is not considered necessary by the members present.

ROLES AND RESPONSIBILITIES

The Committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The Committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor's report, or performing other audit, review or attestation services, including the resolution of disagreements between management and the external auditors regarding financial reporting. In carrying out this duty, the Committee shall:

• (a) recommend to the Board that the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attestation services for the Corporation;
• (b) review (by discussion and enquiry) the external auditors' proposed audit scope and approach;
• (c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;
• (d) review and recommend to the Board the compensation to be paid to the external auditors;
• (e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence in accordance with professional standards; and
• (f) review and approve the Corporation's hiring policies regarding partners and employees, and former partners and employees, of the present and former external auditor of the Corporation.

4.2 Internal Control

The Committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Corporation. In carrying out this duty, the Committee shall:

• (a) evaluate the adequacy and effectiveness of management's system of internal controls over the accounting and financial reporting system within the Corporation; and
• (b) ensure that the external auditors discuss with the Committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The Committee shall review the financial statements and financial information of the Corporation prior to their release to the public. In carrying out this duty, the Committee shall:

General

(a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

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(b) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

• (a) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
• (b) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and
• (c) review management's discussion & analysis respecting the annual reporting period prior to its release to the public.

Interim Financial Statements

• (a) review and approve the interim financial statements prior to their release to the public; and
• (b) review management's discussion & analysis respecting the interim reporting period prior to its release to the public.

Release of Financial Information

(a) where reasonably possible, review and approve all public disclosure containing financial information, including news releases, prior to release to the public. The Committee must be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, and must periodically assess the adequacy of those procedures.

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Corporation or any subsidiary of the Corporation shall be subject to the prior approval of the Committee.

Delegation of Authority

(a) The Committee may delegate to one or more independent members of the Committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the Committee at its next scheduled meeting.

De-Minimis Non-Audit Services

• (a) The Committee may satisfy the requirement for the pre-approval of non-audit services if:
• (i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or
• (ii) the services are brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

• (a) The Committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:
• (i) the pre-approval policies and procedures are detailed as to the particular service;
• (ii) the Committee is informed of each non-audit service; and
• (iii) the procedures do not include delegation of the Committee's responsibilities to management.

4.5 Other Responsibilities

The Committee shall:

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• (a) establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters;
• (b) establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;
• (c) ensure that significant findings and recommendations made by management and the external auditor are received and discussed on a timely basis;
• (d) review the policies and procedures in effect for considering officers' expenses and perquisites;
• (e) perform other oversight functions as requested by the Board; and
• (f) review and update this Mandate and receive approval of changes to this Mandate from the Board.

4.6 Reporting Responsibilities

The Committee shall regularly update the Board about Committee activities and make appropriate recommendations.

RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to

• (a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
• (b) set and pay the compensation for any advisors employed by the Committee; and
• (c) communicate directly with the internal and external auditors.

GUIDANCE – ROLES & RESPONSIBILITIES

The Committee should consider undertaking the actions described in the following guidance, which is intended to provide the Committee members with additional guidance on fulfilment of their roles and responsibilities on the Committee:

6.1 Internal Control

• (a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities,
• (b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown, and
• (c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

6.2 Financial Reporting

General

• (a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;
• (b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and
• (c) understand industry best practices and the Corporation's adoption of them.

Annual Financial Statements

• (a) review the annual financial statements and determine whether they are complete and consistent with the information known to Committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Corporation reports or trades its shares;
• (b) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

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• (c) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;
• (d) consider management's handling of proposed audit adjustments identified by the external auditors; and
• (e) ensure that the external auditors communicate all required matters to the Committee.

Interim Financial Statements

• (a) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;
• (b) meet with management and the auditors, either telephonically or in person, to review the interim financial statements;
• (c) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:
• (i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;
• (ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in the Corporation's operations and financing practices;
• (iii) generally accepted accounting principles have been consistently applied;
• (iv) there are any actual or proposed changes in accounting or financial reporting practices;
• (v) there are any significant or unusual events or transactions;
• (vi) the Corporation's financial and operating controls are functioning effectively;
• (vii) the Corporation has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and
• (viii) the interim financial statements contain adequate and appropriate disclosures.

6.3 Compliance with Laws and Regulations

• (a) periodically obtain updates from management regarding compliance with this policy and industry "best practices";
• (b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements;
• (c) review the findings of any examinations by securities regulatory authorities and stock exchanges; and
• (d) be satisfied that the Corporation has adequate policies, procedures and practices for the maintenance of the books, records and accounts by the Corporation with respect to third party payments in compliance with applicable laws, including, without limitation, the Corruption of Foreign Public Officials Act (Canada).

6.4 Other Responsibilities

(a) review with the Corporation's counsel, any legal matters that could have a significant impact on the Corporation's financial statements.

MISCELLANEOUS

Nothing contained in this Mandate is intended to extend applicable standards of liability under statutory or regulatory requirements for the directors of the Corporation or members of the Committee. The purposes, responsibilities, duties and authorities outlined in this Mandate are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.