Stellar AfricaGold Inc. — Proxy Solicitation & Information Statement 2022

Dec 12, 2022

Appointment of Proxyholder

I/We, being holder(s) of Common Shares of Stellar AfricaGold Inc. (the "Company"), hereby appoint: John Cumming, or failing him Jean François Lalonde, or

_______________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual and Special General Meeting of Shareholders of the Company to be held at 10:00 a.m. (Vancouver, British Columbia time) on Saturday, December 31, 2022, at 4908 Pine Crescent, Vancouver, BC V6M 3P6 (the "Meeting"), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR the following Resolutions. Please use a dark black pencil or pen.

Di 1. S et the mb of tor t 6 nu er rec s a	FO R	HO WI TH LD
2. cti of Di Ele tor on rec s	FO R	WI TH HO LD
1. C Jo hn mi um ng		
2. J oh n R ya n
3. Je Fr is La lon de an an ço
4. Ya ine Be lka bir ss
5. La n M cC ure rae
6. Ay de n V erh uls t
3. A oin of A ito tm ent ud pp r of Sm Ch Ap int nt the LL P, art d po me y ere Pro fes sio l Ac dit of the tan ts, na co un as au or Co for th uin nd to tho riz e t he mp an y e e ns g y ea r a au dir tor s t o d ete ine th tio n t o b aid ec rm e r em un era e p to the dit au or	F OR	WI TH HO LD
4. Ro llin Sto ck Op tio n P lan g Co nfi ati of th e C 's rol ling st k o tio rm on om pa ny oc p n lan p	FO R	AG AIN ST

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to the TSX Trust website https://services.tsxtrust.com/financialstatements and input code 7216a.

• I would like to receive the quarterly financial statements
• I would like to receive the annual financial statements

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted FOR a matter by Management's appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

Signature(s) Date

_________________________________________________________ __________________

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Vancouver, British Columbia time), on Wednesday, December 28, 2022.

Proxy Form – Annual and Special General Meeting of Shareholders of Stellar AfricaGold Inc. to be held on December 31, 2022 (the "Meeting")

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Information Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.

All holders should refer to the Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of the Company's Management.

How to Vote

I N T E R N E T		T E L E P H O N E
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O M A I L, F A X R E M A I L
Co le te d tu ig d in t he lop i de d m p a n re rn y ou r s ne p ro xy e nv e e p ro v  d to or s en :
S Co ( "T S ") T X Tr t X Tr t us m p an y us P. O Bo 7 2 1 x O S Ag inc t, N M 1 0 A 1 ou r
Yo l ive ly fa 4 1 6- 3 6 8- 2 5 0 2 l l fre te t to to u m ay a rn a x y ou r p ro xy or e  Ca S in da d t he Un i te d ta te to 1- 8 6 6- 7 8 1- 3 1 1 1 o d na a n s r s ca n an i l @ to te tm em a p ro xy vo x. co m
An da d is de d be he da h ic h i is i le d by te to t te t n p ro em e ar o n w m a u xy t to m an ag em en y ou

All proxies must be received by 10:00 a.m. (Vancouver, British Columbia time), on Wednesday, December 28, 2022.