Sonoro Gold Corp. — Proxy Solicitation & Information Statement 2025

Jun 6, 2025

SONORO GOLD CORP.
(the "Company")

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of shareholders of the Company (the "Shareholders") will be held at the offices of Sonoro Gold Corp., 300 – 2489 Bellevue Ave, West Vancouver, British Columbia, on Thursday, June 26, 2025 at 10:00 a.m. (Vancouver time) for the following purposes:

1. to receive the audited consolidated financial statements of the Company as at and for the financial year ended December 31, 2024, together with the report of the auditor thereon;
2. to set the number of directors at seven (7);
3. to elect directors of the Company for the ensuing year;
4. to appoint Smythe LLP as auditors of the Company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;
5. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to ratify, confirm and approve the Company's updated amended and restated 10% rolling stock option plan (the "Updated Option Plan"), as described in the management information circular dated May 24, 2025 (the "Information Circular") accompanying this Notice of Meeting; and
6. to transact such further or other business as may properly come before the Meeting or any adjournment(s) or adjournment(s) thereof.

The accompanying 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 Meeting.

The board of directors of the Company has fixed May 12, 2025 (the "Record Date") as the record date for the determination of holders of common shares in the capital of the Company that are 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 the Record Date is entitled to such notice and to vote at the Meeting.

Registered Shareholders who wishes to vote but are unable to attend the Meeting in person are requested to complete, sign, date and return the enclosed form of proxy either in the addressed envelope enclosed to Odyssey Trust Company at 350 – 409 Granville Street, Vancouver, BC V6C 2T6 or via fax to 1-800-517-4553. Alternatively, registered Shareholders may vote online at https://login.odysseytrust.com/pxlogin. In each case, proxies must be received not later than 10:00 a.m. (Vancouver time) on June 24, 2025, or at least 48 hours (excluding Saturdays and holidays), before the time for holding the Meeting or any adjournment thereof.

Non-registered Shareholders who receive this Notice of Meeting and accompanying materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may not be entitled to vote at the Meeting.

In addition to the information set out below in this Notice of Meeting, additional specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy and detailed instructions about how to participate at the Meeting are set forth in the Information Circular which accompanies, and is deemed to form a part of, this Notice of Meeting. If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of proxy, you should contact the proxy department at Odyssey Trust Company at proxy@odysseytrust.com.

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DATED at Vancouver, British Columbia, this 15th day of May 2025.

By Order of the Board of Directors of SONORO GOLD CORP.

(signed) "Kenneth MacLeod"

Kenneth MacLeod,
President and Chief Executive Officer

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.