TomaGold Corporation — Proxy Solicitation & Information Statement 2024

Aug 1, 2024

SMC		$TMX$ TSX Trust
Appointment of Proxyholder			below. Please note that if you do not tick the appropriate box, you will not receive Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes
Director of the Company, or, failing him, Martin Nicoletti, Chief Financial Officer, or "Company"), hereby appoint: David Grondin, President, I/We, being holder(s) of class A common shares of		TomaGold Corporation (the and Chief Executive Officer	any documents from the Company. You may also go to TSX Trust Company's website https://services.tsxtrust.com/financialstatements and input code 7518a. I would like to receive quarterly financial statements $\Box$
Print the name of the person you are appointing if this person is someone other than the individuals listed above			I do not want to receive annual financial statements $\Box$
fit) on all the following matters and any other matter that may properly come before the accordance with the below direction (or if no directions have been given, as the proxy sees Annual and Special Meeting of Shareholders of the Company to be held at 10:00 a.m. or postponements thereof in the same manner, to the same extent and with the same 94c as set out in the accompanying information circular, and at any and all adjournments (Montréal time) on Thursday, August 29, 2024, at 1000 Sherbrooke Street W., Suite 2700, https://mcmillan.webex.com/mcmillan/j.php?MTID=m06abcd7c72b7896960592a4720a52 as proxy of the undersigned, to attend, act and vote on Montreal, Quebec H3A 3G4 with teleconference		behalf of the undersigned in	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 I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby 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.
powers as if the undersigned were personally present, with full power of substitution.			Date Signature(s)
Management recommends voting FOR the following Res 1. Election of the following directors: black pencil or pen	နို	olutions. Please use a dark AGAINST	Please see reverse for instructions. All proxies must be received by August 27, 2024 at 10:00 a.m. (Montréal time). Please sign exactly as your name(s) appear on this proxy.
1. David Grondin
2 Michel E. Labrousse
3. Jean-Sébastien Jacquetin
4 Caitlin Jeffs
2 Appointment of Auditor	ĖQ	MILHIOTD
Appointment of Raymond Chabot Grant Thomton LLP as Auditor
	ΕQΚ	AGAINST
3. Ratification and Approval of the Stock Option Plan and the Continuation

roxy Form - Annual and Special Meeting of Shareholders of omaGold Corporation to be held on August 29, 2024 (the Meeting"

Proxy Form Annual and Special Meeting of Shareholders of TomaGold Corporation to be held on August 29, 2024 (the 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 . How to Vote INTERNET Go to www.meeting-vote.com Cast your vote online View Meeting documents TELEPHONE Use any touch-tone phone, call toll free in Canada and the United States 1-888-489-7352, an agent will help you vote online. To vote using your smartphone, please scan this QR Code To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this proxy. MAIL, FAX OR EMAIL Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1 You may alternatively fax your proxy to 416-595-9593 or scan and email to proxyvote@tmx.com. An undated proxy is deemed to bear the date on which it is mailed on behalf of management to you. All proxies must be received by August 27, 2024 at 10:00 a.m. (Montréal time).

oll fre Jse	eting-vote.com ist vour vote online imex WWWO
----------------	----------------------------------------------------------------------