Boundary Gold and Copper Mining Ltd. — AGM Information 2021

Feb 3, 2021

BOUNDARY GOLD AND COPPER MINING LTD.

Suite 400 - 837 West Hastings St. Vancouver, British Columbia V6E 3T5 Tel: 778-331-3353

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Take notice that the annual general and special meeting of shareholders (the “Meeting”) of Boundary Gold and Copper Mining Ltd (the “Corporation”) will be held at Suite 400 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6 on Thursday, February 23, 2021 at 10:00 a.m. (local time), for the following purposes:

1. to receive and consider the consolidated financial statements of the Corporation for the financial years ended August 31, 2020 and 2019, the report of the auditor thereon, and the related management discussion and analysis;

2. to fix the number of directors of the Corporation for the ensuing year at three (3) persons;

3. to elect Board of Directors of the Corporation for the ensuing year, as more particularly set forth in the accompanying management information circular dated January 22, 2021;

4. to appoint DMCL LLP as the auditor of the Corporation for the ensuing year and to authorize the Board of Directors to set the remuneration paid to the auditor;

5. to consider, and if deemed advisable, ratify, confirm and approve the Corporation’s stock option plan for continuance until the Corporation’s next annual general meeting;

6. To consider and, if deemed advisable, to pass a special resolution to ratify, confirm and approve a consolidation of the Common Shares of the Corporation on a basis of up to twenty (20) preconsolidation Common Shares for one (1) post-consolidation Common Share, and in substantially the form set out in the management information circular dated January 22, 2021;

7. to consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof.

A Management Proxy Circular (the “Circular”) accompanies this Notice. The Circular contains details of matters to be considered at the Meeting. The audited financial statements for the year ended August 31, 2020, the report of the auditor thereon, and the related management discussion and analysis will be made available at the Meeting and are available at www.sedar.com

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of Proxy, or another suitable form of proxy, and deliver it by fax, by hand, by mail, or via internet voting, in accordance with the instructions set out in the form of proxy and in the Circular prepared for the Meeting.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy or Voting Instruction Form and in the Circular to ensure their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

Dated at Vancouver, British Columbia, the 22[nd] day of January, 2021.

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BY ORDER OF THE BOARD

“Russell Van Skiver”

Russell Van Skiver President and Chief Executive Officer