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AbraSilver Resource Corp. AGM Information 2020

Jul 27, 2020

42598_rns_2020-07-27_174c95af-5a60-4bd1-8d79-6e61e45d36f3.pdf

AGM Information

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ABRAPLATA RESOURCE CORP.

#550, 220 Bay Street Toronto, ON, M5J 2W4 Telephone No.: 416-306-8334 NOTICE OF THE HYBRID ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a hybrid annual general and special meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of ABRAPLATA RESOURCE CORP. (the “ Company ”) will be held by way of a live teleconference/webcast (per the instructions below), and in-person at 220 Bay Street, Suite 550, Toronto, Ontario, M5J 2W4 on Thursday, August 27, 2020 at 11:00 a.m. (Toronto Time).

TELECONFERENCE DIAL-IN:

Participant Toll Free Dial-In Number: (833) 968-2244 Participant International Dial-In Number: (825) 312-2062

Conference ID/Event Passcode (if applicable): 4290356

AUDIENCE WEBCAST URL (Passive audience only, no participation permitted)*: https://onlinexperiences.com/Launch/QReg/ShowUUID=D4A9E2FD-0A32-4DDB-8B76-6581BF408A50

Note re Webcast:* Shareholders accessing the Meeting via Webcast will not be able to vote or speak at the Meeting. In order to vote or speak at the Meeting, Shareholders will need to dial into the teleconference. ***

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s shareholders, employees, communities and other stakeholders, Meeting participants are encouraged not to attend in person. Rather, participants are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. Those who attend the Meeting by teleconference are requested to read the notes to the enclosed form of proxy and then to, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the information circular accompanying this Notice.

Further details regarding how to participate in the Meeting, including how to ask questions and how to vote by teleconference, are set out in Schedule “A” to this Notice.

Meeting Business

The Meeting will be held, for the following purposes:

  1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2019, together with the report of the auditor thereon;

  2. to elect directors of the Company for the ensuing year;

  3. to appoint auditors for the Company for the ensuing year and to authorize the Company’s board of directors to fix the auditors’ remuneration;

  4. to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the disinterested shareholders to approve the Company’s new share compensation plan, as more particularly described in the accompanying management information circular;

  5. to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the disinterested shareholders to approve the issuance of up to the maximum of 5,000,000 common shares of the Company

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issuable upon the redemption of restricted share units granted under the Company’s new share compensation plan, as more particularly described in the accompanying management information circular; and

  1. to transact such other business as may properly come before such Meeting or at any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the management proxy circular (the “ Circular ”) dated July 16, 2020, accompanying and forming part of this Notice.

Only Shareholders of record as of the close of business on Monday, July 13, 2020 are entitled to receive notice of the Meeting and to vote at the Meeting.

Registered Shareholders and duly appointed proxyholders can attend the Meeting by joining the live teleconference by dialing in: Participant Toll Free Dial-In Number: (833) 968-2244 ; Participant International Dial-In Number : ( 825) 312-2062; Conference ID/Event Passcode (if applicable ): 4290356 where they can participate, vote or submit questions during the Meeting. Participants are asked to dial in 15 minutes prior to the scheduled start time and ask to join the call .

Shareholders who do not intend to speak or vote at the Meeting may also attend the Meeting by Audience Webcast URL: https://onlinexperiences.com/Launch/QReg/ShowUUID=D4A9E2FD-0A32-4DDB-8B76-6581BF408A50, where they can listen and view the Meeting. You will not be able to speak or vote at the Meeting if you access through the Webcast.

Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, however, they will not be able to vote or submit questions.

Whether or not Shareholders are able to attend the Meeting, Registered and non-Registered Shareholders are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular.

To ensure your representation at the Meeting as a Registered Shareholder, please complete, sign, date and return the enclosed proxy. All proxies completed by Registered Shareholders must be received by the Company’s transfer agent, TSX Trust Company, not later than Tuesday, August 25, 2020 by 11:00 a.m. (Toronto Time). A Registered Shareholder must return the completed proxy to TSX Trust Company, as follows:

  • (a) mail in the enclosed envelope;

  • (b) by the Internet or fax as described on the enclosed proxy; or

  • (c) by registered mail, or by courier to the attention of Proxy Department, TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1.

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found in the Circular.

Notice-and-Access and Voting

Particulars of the foregoing matters are set forth in the accompanying Circular. The Company has elected to use the notice-and-access provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (collectively, the “ Noticeand-Access Provisions ”) of the Canadian Securities Administrators for this Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders of the Company by allowing the Company to post the Circular and any additional meeting-related materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may elect to receive a hard copy of the Circular. Shareholders will receive paper copies of a notice package via

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prepaid mail containing a notice with information prescribed by the Notice and Access Provisions and a form of proxy (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder), in each case with a supplemental mail list return box for shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s annual and interim financial statements for the year ended December 31, 2019.

Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters. The Circular is available on the website of the Company at http://www.abraplata.com and under the Company’s profile on SEDAR and on the Notice and Access Website at https://docs.tsxtrust.com/2188 . Any Shareholder who wishes to receive a paper copy of the Circular should contact the Company’s transfer agent, TSX Trust Company at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Facsimile: (416) 595-9593, Toll-free: 1-866-600-5869. A Shareholder may also use the toll-free number noted above to obtain additional information about the Notice-and-Access Provisions.

DATED at Toronto, Ontario, this 16[th] day of July, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John Miniotis

President and Chief Executive Officer

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SCHEDULE A

PARTICIPATING IN THE HYBRID ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF ABRAPLATA RESOURCE CORP. ON AUGUST 27, 2020 AT 11:00 A.M. (TORONTO TIME)

How can I participate in the Meeting?

You may participate in the Meeting by teleconference or in-person. The teleconference will allow all shareholders to join the Meeting regardless of their location or physical condition, provided they have access to telecommunication services and/or internet access. As with an in-person meeting, shareholders will be able to vote and ask questions during the Meeting. All holders of our shares as of the record date (July 13, 2020), and persons holding valid proxies from these shareholders are invited to attend the Meeting.

On April 21, 2020, the Minister of Public Safety and Solicitor General of British Columbia published a temporary order under the Emergency Program Act (British Columbia) (Ministerial Order No. M116) (the “ Order ”). The Order provides that the Meeting is not required to have a physical location and is deemed to be held in British Columbia if it is held solely by telephone or other communications medium, provided certain conditions are met. The Order applies from April 21, 2020 until the date on which the last extension of the declaration of a state of emergency made on March 18, 2020 (the “ Declaration ”) expires or is cancelled. The Company intends to rely on this Order, and has made arrangements to enable shareholders to attend and vote at this year’s Meeting in person by attending the physical location of the Meeting, or by teleconference provided that the Declaration is still in place on August 27, 2020. If the Declaration is no longer in place on August 27, 2020 and/or the Order is no longer applicable, the Company will officially hold the Meeting at the physical location of the Meeting, as required by the Business Corporations Act (British Columbia), designated as 220 Bay Street, Suite 550, Toronto, Ontario M5J 2W4 on Thursday, August 27, 2020 at 11:00 a.m. (Toronto Time).

While Shareholders may attend the Meeting in person, in light of ongoing concerns related to the spread of COVID19, and in order to mitigate potential risks to the health and safety of the Company’s shareholders, employees, communities and other stakeholders, Meeting participants are advised not to attend in person. Rather, Meeting participants are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. Those wishing to attend and vote at the Meeting in person will need to ensure that they remain compliant with all COVID-19 related laws, regulations, bylaws, orders in council, and any other measures intended to reduce the spread of COVID-19 by the Province of Ontario and the City of Toronto. The Company in particular asks that shareholders not attend the meeting in person if experiencing any of the symptoms associated with COVID19 within the 14 days prior to the Meeting.

Those who attend the Meeting by teleconference are requested to read the notes to the enclosed form of proxy and then to, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the information circular accompanying this Notice. In addition, those wishing to attend and vote at the Meeting by teleconference will need to ensure that they remain connected to the Meeting at all times in order to vote when balloting commences, and it is such persons’ responsibility to ensure their telecommunications will provide connectivity for the duration of the Meeting.

You can join the Meeting virtually by:

TELECONFERENCE DIAL-IN:

Participant Toll Free Dial-In Number: (833) 968-2244 Participant International Dial-In Number: (825) 312-2062

Conference ID/Event Passcode (if applicable): 4290356

AUDIENCE WEBCAST URL (Passive audience only, no participation permitted)*: https://onlinexperiences.com/Launch/QReg/ShowUUID=D4A9E2FD-0A32-4DDB-8B76-6581BF408A50

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Note re Webcast:* Shareholders accessing the Meeting via Webcast will not be able to vote or speak at the Meeting. In order to vote or speak at the Meeting, Shareholders will need to dial into the teleconference. ***

The Company will be able to note the attendance of all participants via the teleconference/webcast meeting service provider. The Meeting is scheduled to begin at 11:00 a.m. (Toronto Time) on Thursday, August 27, 2020. We encourage you to access the Meeting teleconference/webcast prior to the start time in order to be recorded as present. Rules for the Meeting will be no different than if it was in person; professional conduct is appreciated and time will be made for questions during the Meeting.

How can I vote my shares?

Registered shareholders and non-registered shareholders will be distributed proxy-related materials pursuant to the “notice-and-access” regime adopted by the Canadian Securities Administrators. It is anticipated that a notice with information about the notice-and-access process and voting instructions as well as a voting instruction form or proxy form will be distributed to registered and beneficial shareholders on or about July 27, 2020.

Up until the time of the Meeting, you or your appointed proxyholder may vote on the matters before the Meeting by completing and returning the proxy form. Detailed information regarding the proxy solicitation process, proxy completion and return, including the dates for returning proxies is set forth in the sections entitled “Solicitation of Proxies”, “Appointment of Proxyholders”, “Voting by Proxyholder”, and “Voting Shares” in the Management Proxy Circular prepared in respect of the Meeting accompanying this Notice.

The Company will also allow for registered shareholders to vote by a show of hands (or its equivalent by phone) unless a ballot is required or demanded during the Meeting as described in the accompanying Circular if the Order is still in force and effect.

FOR THE REASONS ABOVE, ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE ON THE MATTERS BEFORE THE MEETING BY PROXY.

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