Bocana Resources Corp. — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

BOCANA RESOURCES CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 30, 2025

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Bocana Resources Corp. ("Bocana" or the "Corporation") will be held at 20 Adelaide Street East, Suite 200, Toronto ON M5C 2T6, Canada, at 1:00 p.m. (EST) on January 30, 2025, for the purposes set forth below. Shareholders will also be able to listen in to the Meeting by using the teleconference details below.

The Meeting will be held for the following purposes:

1. To receive and consider the financial statements of the Corporation for the year ended September 30, 2022, and September 30, 2023, and the auditor's report thereon;
2. to fix the number of directors to be elected at the Meeting at five (5);
3. to elect the board of directors of the Corporation (the "Board") to serve until the next annual meeting of Shareholders or until their successors are elected or appointed;
4. to appoint RSM Canada LLP as the auditor of the Corporation until the next annual meeting of Shareholders and to authorize the directors to fix the remuneration thereof;
5. to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the management information circular dated December 27, 2024 (the "Information Circular") accompanying this Notice of Annual General and Special Meeting of Shareholders (this "Notice of Meeting"), approving the stock option plan of the Corporation;
6. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, approving an amendment to the articles of incorporation of the Corporation to consolidate the issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for up to every 10 pre-consolidation Common Shares; and
7. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

This Notice of Meeting is accompanied by the Information Circular and a form of proxy (the "Form of Proxy"). The Information Circular is expressly made part of this Notice of Meeting. The Information Circular should be consulted for further details on matters to be acted upon.

The contents and the sending of this Information Circular have been approved by the Board.

DATED as of the 27th day of December 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF BOCANA RESOURCES CORP.

Per: (signed) "Timothy J. Turner"
Timothy J. Turner
President, Chief Executive Officer, and Director

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