Augustine Ventures Inc. — AGM Information 2016

Dec 22, 2016

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the “ Meeting ”) of the holders of common shares (the “ Augustine Shareholders ”) of Augustine Ventures Inc. (“ Augustine ” or the “ Company ”) will be held at the offices of IBK Capital Corp., The Exchange Tower, 130 King Street West, Suite 640, Toronto, Ontario, Canada, M5X 1E4, on Friday, January 20, 2017 at 2:00 p.m. (Toronto time) for the following purposes:

1. to receive and consider the audited financial statements of the Company for the financial year ended November 30, 2015 and the report of the auditor thereon, as well as the unaudited financial statements of the Company for the interim period ended August 31, 2016;

2. to fix the number of Directors to be elected at the Meeting at five (5);

3. to elect the Augustine Board to hold office until the Arrangement becomes effective, or, if the Arrangement does not become effective, for the ensuing year;

4. to appoint the auditor of the Company to hold office until the Arrangement becomes effective, or, if the Arrangement does not become effective, for the ensuing year and to authorize the Augustine Board to fix the auditor’s remuneration;

5. to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying management information circular dated November 30, 2016 (the “ Circular ”) relating to the approval of an amended stock option plan of the Company;

6. to consider, pursuant to an interim order of the Ontario Superior Court of Justice dated December 13, 2016 (the “ Interim Order ”) and, if thought fit, approve, with or without amendment, the special resolution (the “ Arrangement Resolution ”) relating to the approval of the plan of arrangement involving Augustine, the Augustine Shareholders and Red Pine Exploration Inc. (the “ Arrangement ”) under Section 182 of the Business Corporations Act (Ontario), the full text of which is set forth in Appendix “A” to the Circular; and

7. to transact such further or other business as may properly come before the Meeting or any adjournment(s) thereof.

DATED at Toronto, Ontario this 30[th] day of November, 2016.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Robert B. Dodds” Robert B. Dodds President and Chief Executive Officer

NOTE:

The Circular provides additional information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice of Meeting.

Augustine Shareholders are entitled to vote at the Meeting either in person or by proxy. Registered Augustine Shareholders who are unable to attend the Meeting in person 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. In order to be valid for use at the Meeting, proxies must be received by TSX Trust Company, at its office at 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1, or by fax number 1-416-595-9593 at least fortyeight (48) hours (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment(s) thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

If you are a non-registered Augustine Shareholder, please refer to the section in the Circular entitled “ General Proxy Information — Non-Registered Holders ” for information on how to vote your Augustine Shares.

Take notice that, pursuant to the Interim Order, each registered Augustine Shareholder has been granted the right to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid by Augustine under the Arrangement, the fair value of the common shares of Augustine in respect of which such registered Augustine Shareholder dissents, in accordance with the dissent procedures contained in the Interim Order. To exercise such right: (a) a written notice of dissent with respect to the Arrangement Resolution from the registered Augustine Shareholder must be received by Augustine at its registered office, 141 Adelaide Street West, Suite 520, Toronto, Ontario, M5H 3L5, Attention: Corporate Secretary, by not later than 5:00 p.m. (Toronto time) on Wednesday, January 18, 2017, or two (2) Business Days prior to any adjournment(s) or postponement(s) of the Meeting; (b) the registered Augustine Shareholder must not have voted on the Arrangement Resolution; and (c) the registered Augustine Shareholder must have otherwise complied with the dissent procedures in the Interim Order. The right to dissent is described in this Circular and the text of the Interim Order is set forth in Appendix “D” to this Circular. Failure to strictly comply with the requirements set forth in the Interim Order may result in the loss of any right of dissent.

Registered Augustine Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular and the Interim Order, and comply with the provisions of the Dissent Rights as set forth in Appendix “E” to this Circular.