Soma Gold Corp. — Proxy Solicitation & Information Statement 2025

Nov 17, 2025

NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF SOMA GOLD CORP.

NOTICE IS GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of Soma Gold Corp. (the "Company") will be held at Suite 111 – 409 Granville Street, Vancouver, British Columbia, on Friday, December 12, 2025, at 10:00 a.m. (Vancouver time) for the following purposes:

1. To receive the Company's audited financial statements for the financial year ended December 31, 2024, together with the auditor's report thereon;
2. To appoint PricewaterhouseCoopers LLC as auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
3. To fix the number of directors for the ensuing year at five (5) and to elect directors for the ensuing year;
4. To approve and adopt, with or without modification, by ordinary resolution, the Company's equity incentive plan (the "Plan"), and to authorize the directors to make such changes to the Plan as may be required by the securities regulatory authorities without further shareholder approval; and
5. To transact such further and other business as may be properly brought before the Meeting and any adjournment or postponement thereof.

The accompanying management information circular (the "Information Circular") 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 Annual General Meeting.

The Company's board of directors (the "Board") has fixed November 7, 2025, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

All registered shareholders are entitled to attend and vote at the Meeting in person or by proxy. Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of proxy and to return it to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (exclusive of Saturdays, Sundays and Holidays) before the Meeting. If a shareholder does not deliver a proxy in accordance with these instructions or to the presiding officer of the Meeting, then the shareholder will not be entitled to vote at the Meeting by proxy.

Non-registered shareholders who receive this notice and the Information Circular from their broker or other intermediary should complete and return the proxy or voting instruction form in accordance with the instructions provided with it. Failure to do so may result in the shares of the non-registered shareholders not being eligible to be voted at the Meeting. An information circular, a form of proxy, voting instruction form and financial statements request form accompany this notice.

DATED at Vancouver, British Columbia, this 7th day of November 2025.

---

• 2 -

BY ORDER OF THE BOARD OF DIRECTORS

"C. Geoffrey Hampson"

C. Geoffrey Hampson
President & CEO

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

35380917.2

AC/3800785.1