Barksdale Resources Corp. — AGM Information 2021

Nov 5, 2021

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Annual General Meeting of Shareholders to be held Thursday, December 9, 2021

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

October 21, 2021

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 9, 2021

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the shareholders of Barksdale Resources Corp. (the “ Company ”) will be held at Main Boardroom, Suite 615 – 800 West Pender Street, Vancouver, B.C., on Thursday, December 9, 2021 , at 10:30 a.m . (Vancouver time). In the event the Company decides to change the date, time, location and/or format of the Meeting to electronic or virtual as part of its efforts to reduce the spread of COVID‐19 and variants of concern, the Company will issue a press release announcing the change and take all reasonable steps necessary to inform all parties involved in the proxy infrastructure, including intermediaries and the Company’s transfer agent, of the change. The Company encourages all shareholders to vote by proxy as early as possible and also monitor the Company’s public filings on SEDAR for any changes to Meeting arrangements. Strict limitations on the number of persons permitted entry to the physical meeting location may apply based on current or future federal and provincial restrictions and/or guidelines regarding public gatherings and guests will not be permitted entry.

The Meeting will be held for the following purposes:

1. To receive the audited financial statements of the Company for the year ended March 31, 2021 and the report of the auditor on those statements.

2. To set the number of directors for the ensuing year at five.

3. To elect directors for the ensuing year.

4. To appoint the auditor for the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.

5. To consider and, if thought advisable, pass an ordinary resolution ratifying and approving the Company’s existing “rolling” stock option plan as more particularly described in the Company’s management information circular dated October 21, 2021 (the “ Information Circular ”) accompanying this Notice of Meeting.

6. To transact such other business as may properly come before the Meeting or any adjournments thereof.

This Notice of Meeting is accompanied by the Information Circular and either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders (collectively the “ Meeting Materials ”). Shareholders are requested to read the Information Circular and, in lieu of attending the Meeting in person, complete, date, sign and return the proxy or voting instruction form, as applicable, so that as large a representation as possible may be had at the Meeting.

This year, as described in the notice and access notification mailed to shareholders of the Company, the Company will deliver the applicable Meeting Materials to shareholders by posting the Meeting Materials on https://www.barksdaleresources.com/investors/agm. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Company’s printing and mailing costs. The Meeting Materials will be available on https://www.barksdaleresources.com/investors/agm as of October 29, 2021, and will remain on the website for one full year thereafter. The Meeting Materials will also be available on SEDAR at www.sedar.com as of October 29, 2021.

All shareholders will receive a notice and access notification, together with a proxy or voting instruction form, as applicable, which will contain information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting.

(ii)

Shareholders who wish to receive paper copies of the Meeting Materials may request copies using the control number as it appears on the proxy or voting instruction form accompanying your notice and access notification. For holders with a 15 digit control number, you may request materials by calling toll free, within North America – 1 - 866-962-0498 - or direct, from outside North America – 1 514-982-8716, and entering your control number as indicated on your proxy or voting instruction form. For holders with a 16 digit control number, you may request materials by calling toll free, within North America – 1-877-398-5385 or direct, from outside North America – 1-604-398-5385 . Meeting Materials will be sent to you at no cost within three business days of your request, if such request is made before the Meeting. To ensure that you receive the Meeting Materials in advance of the voting deadline and Meeting date, all requests must be received no later than Monday, November 29, 2021 . If you do request paper copies of the Meeting Materials, please note that another proxy/voting instruction form will not be sent and you should retain your current one for voting purposes. To obtain paper copies of the Meeting Materials after the Meeting date, please contact 1-604-3985385 .

The Board of Directors of the Company has fixed the close of business on October 21, 2021 as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof. The Board of Directors has also fixed 10:30 a.m . (Vancouver time) on Tuesday, December 7, 2021 , or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company’s registrar and transfer agent, Computershare Investor Services Inc.

DATED at Vancouver, British Columbia, as of the 21[st] day of October, 2021.

BARKSDALE RESOURCES CORP.

By: (signed) “Rick Trotman”

Rick Trotman President and Chief Executive Officer