Bell Copper Corporation — Proxy Solicitation & Information Statement 2022

Apr 29, 2022

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Special Meeting of the shareholders of Bell Copper Corporation (“Bell” or the “Company”) will be held by way of a live teleconference (per the instructions below), and inperson at Suite 900 - 885 West Georgia Street, Vancouver, BC, V6C 3H1 on Thursday, the 26[th] day of May, 2022 at 10:30 am (PDT) for the following purposes:

1. To Ratify and approve the Company's Shareholder Rights Plan, as more particularly described in the Information Circular;

2. To ratify the adoption of the 2022 Fixed Stock Option Plan and the increase to the number of shares reserved for issuance under the 2022 Fixed Stock Option Plan from 14,240,323 to 23,809,847 shares, all as described in the Information Circular;

3. To transact such further or other business as may properly come before the meeting and any adjournment thereof.

To proactively deal with the unprecedented public health impact of the Coronavirus (COVID-19) and in order to mitigate potential risks to shareholders, and the Company’s employees, communities and other stakeholders, and based on government recommendations and mandates to avoid large gatherings, Shareholders are encouraged to attend via teleconference and will be afforded the opportunity to ask questions of management at the conclusion of the meeting.

To participate or submit questions during the Meeting, please refer to the following dial-in instructions:

Canada / USA: 1-855-599-2255 | Worldwide: 1-516-214-2214 Conference ID: 9964447 | Participant Code: 688

Only holders of record of common shares of the Company at the close of business on April 18, 2022 will be entitled to vote in respect of the matters to be voted on at the Meeting or any adjournment thereof. Your vote is important regardless of the number of common shares of the Company you own.

To be effective, your proxy must be deposited at the office of the Registrar and Transfer Agent of the Company, TSX Trust Company, Suite 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 on or before May 24, 2022.

DATED at Vancouver, British Columbia this 18[th] of April, 2022.

BY ORDER OF THE BOARD Bell Copper Corporation

“Dr. Timothy Marsh”

Dr. Timothy Marsh , President, CEO and Director