Balmoral Resources Ltd. — Proxy Solicitation & Information Statement 2020

Apr 3, 2020

BALMORAL RESOURCES LTD.

Suite 1750–700 West Pender Street, Vancouver, British Columbia V6C 1G8

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of holders of:

• (a) common shares (“ Balmoral Shares ”, each such holder of Balmoral Shares, a “ Balmoral Shareholder ”) of Balmoral Resources Ltd. (“ Balmoral ”);

• (b) options to acquire Balmoral Shares (“ Balmoral Options ”, each such holder of Balmoral Options, a “ Balmoral Optionholder ”); and

• (c) deferred share units awarded pursuant to the deferred share unit plan of Balmoral (the “ Balmoral DSU Plan ”) dated June 21, 2019 (“ Balmoral DSUs ”, each such holder of Balmoral DSUs, a “ Balmoral DSU Holder ”, and collectively with the Balmoral Shareholders and Balmoral Optionholders, the “ Balmoral Securityholders ”)

will be held at the Bentall 5 Conference Room, Ground Floor, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5, and online at https://web.lumiagm.com/267591615, on May 7, 2020 at 2:00 p.m. (Vancouver time) for the following purposes:

1. to consider, pursuant to an interim order (the “ Interim Order ”) of the Supreme Court of British Columbia (the “ Court ”) dated March 20, 2020, and, if deemed advisable, pass, with or without variation, a special resolution (the “ Arrangement Resolution ”), the full text of which is attached as Appendix “A” to the management information circular of Balmoral dated March 27, 2020 (the “ Circular ”), authorizing and approving the arrangement (the “ Arrangement ”) with Wallbridge Mining Company Limited (“ Wallbridge ”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia), as more particularly set out in the Circular under the heading “ Information Concerning the Arrangement ”; and

2. to act upon such other matters as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Circular contains the full text of the Arrangement Resolution and provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement, and is deemed to form part of this Notice.

Balmoral Securityholders are entitled to vote at the Meeting in person, online or by proxy (the “ Proxy ”). Registered Balmoral Shareholders, Balmoral Optionholders or Balmoral DSU Holders who are unable, or who have chosen not, to attend the Meeting in person or online 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 Computershare Investor Services Inc. (“ Computershare ”), Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 by mail or fax (1-866-249-7775 (toll free within North America) or (416) 263-9524 (outside North America)) at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment or postponement thereof. Notwithstanding the foregoing, the Chairman of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so. Please advise Computershare of any change in your mailing address.

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

Take notice that Registered Balmoral Shareholders who validly dissent from the Arrangement Resolution will, if the Arrangement becomes effective, be entitled to be paid by Balmoral (which shall be funded, with funds of Balmoral not directly or indirectly provided by Wallbridge) the fair value of the their Balmoral Shares, subject to strict compliance with Sections 237 to 247 of the Business Corporations Act (British Columbia), as may be modified by the Interim Order, the final order of the Court pursuant to Section 291 of the Business Corporations Act (British Columbia) (the “ Final Order ”) and the plan of arrangement substantially in the form attached as Appendix “B” to the Circular (the “ Plan of Arrangement ”). The right to dissent is described in the Circular under the heading “ Rights of Dissenting Shareholders ”. Failure to strictly comply with the dissent procedures set out in Sections 237 to 247 of the Business Corporations Act (British Columbia), as may be modified by the Interim Order, the Final Order and the Plan of Arrangement, may result in the loss of any right of dissent.

Persons who are beneficial owners of Balmoral Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only Registered Balmoral Shareholders are entitled to dissent. Accordingly, a beneficial owner of Balmoral Shares desiring to exercise dissent rights must make arrangements for beneficially owned Balmoral Shares to be registered in his, her or its name prior to the time written notice of dissent is required to be received by Balmoral, or make arrangements for the registered holder to dissent on his, her or its behalf in accordance with the dissent provisions set out in Sections 237 to 247 of the Business Corporations Act (British Columbia), as may be modified by the Interim Order, the Final Order and the Plan of Arrangement.

Balmoral Optionholders and Balmoral DSU Holders do not have a right to dissent from the Arrangement Resolution.

Only Balmoral Securityholders of record at the close of business on March 27, 2020 will be entitled to vote at the Meeting.

If you have any questions about the information contained in the Circular or require assistance in completing your Form of Proxy or Voting Instruction Form, please contact Darin Wagner, President and Chief Executive Officer of Balmoral at Suite 1750–700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8, by telephone at 1-604-638-3664, by fax at 1-604-648-8809 or by email at dwagner@balmoralresources.com, or Laurel Hill Advisory Group, the Proxy Solicitation Agent: by telephone at 1-(877)-452-7184 toll free in North America or 1-(416)-304-0211 outside of North America; or by email at assistance@laurelhill.com.

DATED at Vancouver, British Columbia, on March 27, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“Darin Wagner”

President, Chief Executive Officer and Director Balmoral Resources Ltd.