Azarga Metals Corp. — AGM Information 2021

Mar 15, 2021

==> picture [199 x 77] intentionally omitted <==

www.azargametals.com

Unit 1 – 15782 Marine Drive,

White Rock, British Columbia, Canada V4B 1E6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Azarga Metals Corp. (the “ Corporation ”) will be held at Unit 1 – 15782 Marine Drive, White Rock, British Columbia on Friday, April 9, 2021, at the hour of 9:00 a.m. (PST) for the following purposes:

1. to have placed before the Meeting the audited financial statements of the Corporation for the fiscal year ended September 30, 2020, together with the auditors’ report thereon;

2. to elect directors for the ensuing year;

3. to appoint Davidson & Company LLP as auditors for the Corporation for the ensuing year and to authorize the directors to fix the remuneration of the auditors;

4. to consider and, if thought fit, to approve a resolution in the form presented in the Information Circular accompanying this Notice, renewing the stock option plan as amended for directors, officers, employees, consultants and other personnel of the Corporation and its subsidiaries, subject to regulatory approval; and

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

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

The Directors have fixed the close of business on March 5, 2021, as the record date for determination of Shareholders entitled to notice of and the right to vote at the Meeting either in person or by proxy.

Shareholders are entitled to vote at the meeting either in person or by proxy. Those who are unable to attend the meeting are encouraged to read, complete, sign, date and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Management Information Circular accompanying this Notice. Please advise the Corporation of any change in your mailing address.

Dated at Vancouver, British Columbia this 5[th] day of March 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Michael Hopley”

President, Chief Executive Officer and Director