1844 Resources Inc. — AGM Information 2021

Mar 22, 2021

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1844 RESOURCES INC. Suite 602 - 224 4th Avenue South Saskatoon, SK S7K 5M5

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Take notice that the annual general meeting of shareholders (the “ Meeting ”) of 1844 Resources Inc. (the “ Company ”) will be held at the offices of McMillan LLP, 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, by way of in-person/teleconference call, on Tuesday, April 20, 2021 at 11:00 a.m. (Pacific Time). In light of ongoing public health concerns related to COVID-19 and in order to comply with measures imposed by the federal and provincial governments, the Company is encouraging Shareholders and others not to attend the Meeting in person.

The Company is offering the Shareholders the option to listen and participate (but not vote) at the Meeting in real time by conference call at:

Within Canada: 1-855-244-8677

From US: 1-855-282-6330

Attendee Access Code: 954 182 10

The Meeting is to be held for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended April 30, 2020, the report of the auditor thereon and the related management discussion and analysis;

• to elect directors of the Company for the ensuing year;

1. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors to fix their remuneration; and

2. to consider, and if deemed advisable, pass, with or without variation, an ordinary resolution approving the Company’s 10% rolling share option plan for continuation.

NOTE OF CAUTION Concerning COVID-19 Outbreak

At the date of this Notice and the accompanying Circular, it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of COVID-19. In light of the rapidly evolving public health guidelines related to COVID-19, we ask Shareholders to consider voting their common shares of the Company (the “ Common Shares ”) by proxy and not attend the Meeting in person. Those Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the - instructions of the Federal Public Health Agency of Canada available at: https://www.canada.ca/en/public health/services/diseases/coronavirus-disease-covid-19.html. We ask that Shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

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The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. We strongly recommend you check the Company’s SEDAR profile prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting proxy materials.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

In order to be valid and acted upon at the Meeting, proxies must be received no later than 11:00 a.m. (Pacific Time) on Friday, April 16, 2021 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time for holding the Meeting or any postponement(s) or adjournment(s) thereof. Failure to so deposit a form of proxy will result in its invalidation. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline.

A Circular accompanies this Notice. The Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The consolidated financial statements for the fiscal year ended April 30, 2020 together with the auditor's report thereon and related management discussion and analysis will be made available at the Meeting and are available on www.sedar.com.

Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their Shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their Common Shares will be voted at the Meeting. If you hold your Shares in a brokerage account, you are a non-registered Shareholder.

Shareholders who wish to attend the Meeting in person must call McMillan LLP at (604) 689-9111 at least 48 hours prior to the date of the Meeting for further instructions on in-person attendance procedures.

Dated at Montréal, Québec, this 18[th] day of March, 2021.

BY ORDER OF THE BOARD

“Sylvain Laberge”

Sylvain Laberge President and Chief Executive Officer