Advance Notice Policy

For Baru Gold Corporation (the Corporation)

Introduction

The Corporation is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special general meeting of its shareholders, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.

The purpose of this Advance Notice Policy (the “Policy”) is to provide shareholders, directors and management of the Corporation with a clear framework for the nomination of directors of the Corporation by holders of record of common shares of the Corporation (“shareholders”). This Policy fixes a deadline by which a shareholder wishing to nominate an individual for election as director must submit to the Corporation prior to any annual or special meeting of shareholders the name and certain information on any proposed nominee in order for such person to be eligible for election at any annual or special meeting of shareholders.

The Board of Directors of the Corporation (the “Board”) have concluded that this Policy is in the best interests of the Corporation, its shareholders and other stakeholders. This Policy will be subject to at least an annual review by the Board and may be updated to reflect changes as required by law or so as to meet prevailing practices and standards from time to time.

Nominations of Directors

1. Only individuals who are qualified to act as a director under the Business Corporations Act (British Columbia) (the “Act”) and the Articles of the Corporation and who are nominated in accordance with this Policy will be eligible to stand for election as directors of the Corporation at a general meeting. Nominations of individuals for election to the Board may be made at any annual general meeting of shareholders, or at any special general meeting of shareholders if one of the purposes for which the special meeting was called is the election of directors and such nomination or proposed nomination is made:

(a) by or at the direction of the Board, including pursuant to a notice of a general meeting given in accordance with applicable law;
(b) pursuant to a proposal made in accordance with Part 5, Division 7 of the Act or a requisition made in accordance with Section 167 of the Act; or
(c) by any person (a “Nominating Shareholder”): (i) who, as of the date upon which the Nominating Shareholder gives a notice of the name and certain other information concerning the proposed nominee, as provided for in Section 3 of this Policy (a “Notice of Nominee”) and who at the close of business on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more common shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence in writing satisfactory to the Corporation of such ownership; and (ii) who complies with the procedures set forth in Section 3 of this Policy.

2. In addition to any other requirements under applicable laws, for a nomination to be validly made by a Nominating Shareholder, the Nominating Shareholder must have given written notice thereof in accordance with this Policy that is both timely (at a minimum, in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below).

3. To be timely, a Notice of Nominee sent by a Nominating Shareholder must be:

(a) addressed and sent to the Secretary or Chairman of the Corporation at the principal executive offices of the Corporation;
(b) in the case of an annual general meeting of shareholders, not less than thirty (30) days nor more than sixty five (65) days prior to the date of the annual general meeting of shareholders, provided however, that in the event that the annual general meeting is proposed to be held on a date that is less than fifty (50) days after the date (the “Notice Date”) on which the first public announcement (as defined below) of the date of the annual general meeting was given, notice by the Nominating Shareholder must be sent not later than the close of business on the tenth (10th) day following the Notice Date; and
(c) in the case of a special general meeting (which is not also an annual general meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special general meeting of shareholders was given.

The time periods for the giving of a Notice of Nominee by a Nominating Shareholder shall in all cases be determined based on the date of the applicable annual general meeting or special general meeting of shareholders as first publicly announced. Any adjourned, rescheduled or postponed meeting or the public announcement thereof will not result in the commencement of a new time period for the giving of a Notice of Nominee by a Nominating Shareholder pursuant to this Policy.

4. To be in proper written form, a Notice of Nominee sent by a Nominating Shareholder must set forth:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director, a statement certified by the Nominating Shareholder and such nominee of: (A) the name, age, business address and residential address of the person; (B) the present principal occupation or employment of the person and the principal occupation or employment for at least the five years preceding the date of the Notice of Nominee; (C) the citizenship of such person; (D) the class or series and number of shares of the Corporation which the proposed nominee beneficially owns or over which the proposed nominee exercises direction or control as of the later of the date of such Notice of Nominee or the record date for the meeting of shareholders (if such date shall then have been publicly announced and shall have occurred); and (E) any other information relating to the nominee that would be required to be disclosed in a dissident’s information circular in connection with a solicitation of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below), regardless of whether the nominee or Nominating Shareholder is required to prepare or file an Information Circular; and
(b) as to the Nominating Shareholder, a description of any contract, arrangement or understanding pursuant to which such Nominating Shareholder has agreed to vote or direct the voting of any shares of the Corporation it beneficially owns or exercises control or direction over, and any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident’s information circular in connection with a solicitation of proxies by the Nominating Shareholder for election of directors pursuant to the Act and Applicable Securities Laws, regardless of whether the nominee or Nominating Shareholder is required to prepare or file an Information Circular.

The Corporation may require the Nominating Shareholder or any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation or with respect to the independence or qualifications of such proposed nominee.

5. The Chairman of any general meeting shall have the power and duty to determine whether any nomination made at that meeting was made in accordance with this Policy and, if any proposed nomination is not in compliance with this Policy, the Chairman may declare that such nomination was not validly made, may be disregarded and not submitted to a vote at such meeting.

6. For purposes of this Policy:

(a) “public announcement” means disclosure in a press release disseminated by the Corporation through a national news service in Canada, or in a document filed by or on behalf of the Corporation under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com; and
(b) “Applicable Securities Laws” means the applicable securities laws of each province and territory of Canada governing the calling, holding or conduct of any general meeting of the Corporation and the rules, regulations, forms, instruments, policies and notices of the securities regulatory authority of each such relevant province or territory of Canada and the bylaws, rules and policies of any stock exchange or trading and quotation service on which the shares of the Corporation may be listed or traded.

7. Notwithstanding any other provision of this Policy, notice given to the Corporation pursuant to this Policy may only be given by personal delivery or facsimile transmission and shall be deemed to have been given at the time of personal delivery to the Secretary or Chairman of the Corporation at the address of the principal executive offices of the Corporation, or if sent by facsimile transmission at the time of confirmed transmission, provided however, that if transmitted after 5:00 p.m. (Vancouver time) then such notice shall be deemed to have been given on the next day that is a business day.

8. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Policy.

Governing Law

This Policy shall be interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.

Effective Date

This Policy was approved and adopted by the Board on October 21, 2016 and is and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date.

About