Sassy Gold Corp. — Proxy Solicitation & Information Statement 2024

Nov 29, 2024

SASSY GOLD

SASSY GOLD CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the holders of common shares of Sassy Gold Corp. (the "Company") will be held on Friday, December 27, 2024 at 10:00 am (Pacific Time) for the following purposes:

1. To receive the audited financial statements of the Company for the financial year ended June 30, 2024, the auditor's reports thereon and the management's discussion and analysis for the financial year ended June 30, 2024;
2. To fix the number of directors for the ensuing year at three (3);
3. To elect directors of the Company for the ensuing year;
4. To re-appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the board of directors to fix the auditor's remuneration;
5. To consider and, if thought advisable, pass an ordinary resolution to ratify and approve the adoption of the Company's 10% rolling amended stock option plan, as described in the Company's management information circular (the "Circular");
6. To re-approve, by ordinary resolution, the 10% rolling restricted share unit plan of the Company, as more particularly described in the accompanying Circular; and
7. To transact such other business as may properly come before the Meeting or at any adjournment thereof.

Accompanying this notice is the Circular. The Circular contains details of matters to be considered at the Meeting.

The Meeting will be held in virtual only format, which will be conducted virtually via Microsoft Teams. The Company is offering shareholders the ability to listen and participate (but not vote) at the Meeting in real time. Registered shareholders and validly appointed proxyholders may attend the Meeting at:

Meeting Link: https://www.microsoft.com/en-ca/microsoft-teams/join-a-meeting
Meeting ID: 217 523 577 618
Passcode: V8YeG8

Shareholders who wish to ensure that their common shares will be voted for the Meeting, must complete, date and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it by hand, by mail or by fax in accordance with the instructions set out in the form of proxy and in the Circular accompanying this Notice of Meeting.

If you have any questions about the voting procedures or about obtaining and depositing the required form of Proxy, you should contact Endeavor Trust Corporation at 604-559-8880.

DATED at Vancouver, British Columbia, this 22nd day of November, 2024.

SASSY GOLD CORP.

"Mark Scott"

Mark Scott
President and CEO