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UNIGOLD INC.

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on March 31, 2015

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 am, Eastern Time, on March 27, 2015.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

To Vote Using the Internet

To Receive Documents Electronically

• Call the number listed BELOW from a touch tone telephone.

• Call the number listed BELOW from a touch tone • Go to the following web site: • You can enroll to receive future securityholder telephone. www.investorvote.com communications electronically by visiting • Smartphone? www.computershare.com/eDelivery and clicking on

• 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now. "eDelivery Signup".

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder

I/We, being shareholder(s) of Unigold Inc. (the "Corporation") hereby

appoint: Joseph Hamilton, or failing him, Andrew Cheatle

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Shareholders of Unigold Inc. to be held at Bennett Jones LLP, 34th Floor, One First Canadian Place, Toronto, Ontario M5X 1A4 on March 31, 2015 at 11:00 a.m. (Toronto time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors For Withhold For Withhold For Withhold 01. Jose Acero 02. René Branchaud 03. Daniel Danis ------04. Joseph Del Campo 05. Joseph Hamilton 06. Charles E. Page Fold For Withhold

For Withhold

2. Appointment of Auditors

To appoint McGovern, Hurley, Cunningham, LLP, Chartered Accountants as auditor of the Corporation until the close of the next annual meeting of the shareholders of the Corporation or until their successor is appointed and to authorize the directors of the Corporation to fix the remuneration and the terms of engagement of the auditor of the Corporation.

For Against

For Against For Against

3. Plan Resolution

BE IT RESOLVED THAT:

1. the share incentive plan of the Corporation has been approved by the directors of the Corporation on February 17, 2015, and described in the management information circular dated February 17, 2015 of the Corporation be, and the same hereby is, approved as the share option plan of the Corporation; and

2. any one officer or any one director of the Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such documents, all in such form and containing such terms and conditions, as any one of them shall consider necessary or desirable in connection with the foregoing and shall approve, such approval to be conclusively evidenced by the execution thereof by the Corporation, and to do or to cause to be done all such other acts and things as any one of them shall consider necessary or desirable in connection with the foregoing or in order to give effect to the intent of the foregoing paragraph of this resolution.

For Against

4. Consolidation Resolution

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the Corporation be authorized and empowered to amend the articles of the Corporation so that the issued and outstanding common shares of the Corporation immediately upon an "effective date" to be determined by the directors of the Corporation, be consolidated on the basis of one "new" common share for up to every ten common shares then issued and outstanding, such final basis of consolidation to be determined at the sole discretion of the board of directors of the Corporation, and, in the event that such consolidation would otherwise result in a shareholder holding a fraction of a "new" common share, each fractional "new" common share will be cancelled without any compensation therefor;

2. any one officer or director of the Corporation be and hereby is authorized to execute and file, or cause to be filed, articles of amendment pursuant to the Business Corporations Act (Ontario) and do and perform all such acts and other things, sign such documents and take all such other steps as, in the opinion of such officer or director, may be considered necessary in order to give effect to the foregoing; and

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1. notwithstanding that this resolution has been duly passed by shareholders of the Corporation, the directors of the Corporation be and they are hereby authorized and empowered, if they decide not to proceed with the Consolidation, to revoke the present resolution before it is acted on without further notice to, or approval of, the shareholders.

Authorized Signature(s) - This section must be completed for your instructions to be executed.

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 as recommended by Management.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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