Cora Gold : Form of Proxy – 2023 AGM

CORA GOLD LIMITED

Incorporated and registered in the British Virgin Islands with registered number 1701265

with registered office at Rodus Building, Road Reef Marina, P.O. Box 3093, Road Town, Tortola VG1110, British Virgin Islands

(the 'Company')

FORM OF PROXY

for a General Meeting of the Company to be held at 12.00 p.m. (United Kingdom time) on 28 February 2023

and at any adjournment thereof (the 'GM')

Please insert the member(s) full name(s) and address(es) in BLOCK CAPITALS

I / We ..................................................................................................................................................................................................................................

of ..................................................................................................................................................................................................................................

being a member / members of the Company hereby appoint the Chair of the Meeting* or failing him / her

…………………………………………………………………………...………………… as my / our proxy to vote for me / us on my / our behalf at the

General Meeting of the Company to be held at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom

and online at 12.00 p.m. (United Kingdom time) on 28 February 2023 and at any adjournment thereof.

• If you wish to appoint your own proxy then delete the words "the Chair of the Meeting' and insert in BLOCK LETTERS the name of your proxy in the space provided.
  Please indicate by placing an 'X' in the appropriate space below how you wish your votes to be cast in respect of each of the resolutions. If you do not specify how you wish your votes to be cast then you will be deemed to have authorised your proxy to vote or abstain from voting as he / she thinks fit.

ORDINARY RESOLUTIONS	FOR	AGAINST	VOTE
WITHHELD
1.	THAT The board of directors of the Company (the 'Directors') be generally and unconditionally
	authorised to exercise all powers of the Company (i) to allot and issue up to a maximum of
	40,000,000 ordinary shares of no par value in the Company (the 'Ordinary Shares') in
	aggregate in respect of any exercise of options granted pursuant to the Company's share
	option scheme (the 'ESOP Shares'), and (ii) to allot and issue up to a maximum of
	282,000,000 Ordinary Shares in aggregate, to such persons and on such terms as the
	Directors may, by Resolution of Directors, determine to enable the Directors, to expeditiously,
	and without incurring undue costs, undertake a limited equity fundraise or acquisition should
	the opportunity present itself (the 'Additional Shares'); provided that this authority shall, unless
	renewed, varied or revoked by the Company, expire on the commencement of the Annual
	General Meeting of the Company to be held in 2023, save that the Company may, before such
	expiry, make offer(s) or enter into agreement(s) which would or might require the ESOP
	Shares or the Additional Shares to be allotted or granted after such expiry, and the Directors
	may allot and issue such ESOP Shares and Additional Shares in pursuance of such offer(s) or
	agreement(s) notwithstanding that the authority conferred by this Ordinary Resolution has
	expired.

	SPECIAL RESOLUTION		FOR	AGAINST	VOTE
							WITHHELD
1.	THAT, in connection with any conversion (whether on a voluntary or mandatory basis or
		otherwise) of the up to US$25,000,000 convertible loan notes of the Company (the 'Notes') to
		be constituted by the convertible loan note instrument proposed to be entered into by the
		Company on or about the date of the passing of this Resolution and as summarised in the
		notice of general meeting (the 'Convertible Note Instrument'), the Directors be generally and
		unconditionally authorised to exercise all powers of the Company to allot and issue Ordinary
		Shares, and to grant rights to subscribe for or convert any Notes into Ordinary Shares
		pursuant to and in accordance with the terms of the Convertible Note Instrument (such
		Ordinary Shares, and rights to subscribe for or to convert any Notes into Ordinary Shares of
		the Company being 'relevant shares'), up to an unlimited number of Ordinary Shares; provided
		that this authority shall, unless renewed, varied or revoked by the Company, expire on the
		commencement of the Annual General Meeting of the Company to be held in 2023, save that
		the Company may, before such expiry, make offer(s) or enter into agreement(s) which would or
		might require relevant shares to be allotted or granted after such expiry (including, for the
		avoidance of doubt, by the entry into the Convertible Note Instrument), and the Directors may
		allot relevant shares in pursuance of such offer(s) or agreement(s) notwithstanding that the
		authority conferred by this Special Resolution 1 has expired. Such authority is without
		prejudice, and in addition, to any other authorities and/or powers of the Directors from time to
		time.
2.	THAT notwithstanding any contrary provision of the memorandum and articles of association of
		the Company (the 'Articles'), the Directors be generally empowered to allot and issue equity
		securities (as defined in the Articles) pursuant to the authority conferred by the Ordinary
		Resolution and Special Resolution 1 above (including therefore any number of Conversion
		Shares pursuant to the Convertible Note Instrument), or by way of sale of treasury shares, as if
		any right of pre-emption (whether arising under the Articles, or otherwise) did not apply to any
		such allotment and issuance. Such authority is without prejudice, and in addition, to any other
		authorities and/or powers of the Directors from time to time.
Signed	……………………………………………………..	Date	…………………………………….

Please mark this box if you are appointing more than one proxy (Note 4)

▢

NOTES

1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a meeting of the Company. You can only appoint a proxy using the procedures set out in these Notes.

2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person then your proxy appointment will automatically be terminated.

3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chair of the Meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box then the Chair of the Meeting will be deemed to be your proxy. When you appoint as your proxy someone other than the Chair of the Meeting, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf then you will need to appoint someone other than the Chair of the Meeting and give them the relevant instructions directly.

4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy your proxy card or contact Computershare Investor Services to obtain an extra proxy card on 0370 702 0000 (Calls will be charged at the standard landline rate plus your phone company's access charge. If you are outside the United Kingdom please call [phone]. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services is open between 9.00 a.m. - 5.30 p.m. (United Kingdom time), Monday to Friday excluding public holidays in England and Wales).

5. To appoint a proxy using this form, the form must be:

1. completed and signed;
2. sent or delivered to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom; and
3. received by Computershare Investor Services no later than 12.00 p.m. (United Kingdom time) on 24 February 2023.

6. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or by an attorney for the company.

7. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

9. If you submit more than one valid proxy appointment then the appointment received last before the latest time for the receipt of proxies will take precedence.

10. For details of how to change your proxy instructions or revoke your proxy appointment see the Explanatory Notes to the Notice of General Meeting.

11. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.