C3 Metals Inc. — AGM Information 2020

Jan 28, 2020

CARUBE COPPER CORP.

Suite 501, 133 Richmond Street West Toronto, Ontario M5H 2L3

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of shareholders of Carube Copper Corp. (the " Company ") will be held on Friday, February 28, 2020 , at the hour of 2:00 p.m. (Eastern time), at The National Club, Tudor Room, 303 Bay Street, Toronto, Ontario M5H 2R1 for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the year ended August 31, 2019, and the report of the auditors thereon;

2. to elect the directors of the Company;

3. to confirm the appointment by the board of directors of, and to appoint, the auditors of the Company and to authorize the directors to fix their remuneration;

4. to consider and, if deemed advisable, pass, with or without variation a resolution to confirm and approve the stock option plan of the Company;

5. to consider and, if deemed advisable, pass, with or without variation, a special resolution authorizing the change of name of the Company from Carube Copper Corp. to "C3 Metals Corp." or such other name as the Company’s board of directors may, in its sole discretion, determine to be appropriate (the " Name Change Resolution "), as more fully described in the management information circular accompanying this notice; and

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

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company's transfer agent and registrar, TSX Trust Company, at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1 not later than 2:00 p.m. (Eastern time) on Wednesday, February 26, 2020 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

NOTICE-AND-ACCESS

Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for registered shareholders of common shares of the Company (" Registered Shareholders ") and beneficial owners of common shares of the Company (the " Non-Registered Holders "). The notice-and-access method of delivery of Meeting materials allows the Company to deliver the Meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (the " Notice-and-Access Provisions "). Under the Notice-and-Access Provisions, Registered Shareholders will receive a form of proxy and Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the notice of Meeting, the management information circular, the annual financial statements and related management's discussion and analysis and other Meeting materials (collectively the " Meeting Materials "), shareholders receive a notification with information on how they may access such Meeting Materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and Meeting Materials to shareholders.

Shareholders are reminded to view the Meeting Materials prior to voting . The Company will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the management information circular to some shareholders with a notice package. In relation to the Meeting, all shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the management information circular.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Meeting Materials are available under the Company's profile at www.sedar.com or on the website of the Company at http://www.carubecopper.com/agm.html. The Meeting Materials will remain posted on the Company's website at least until the date that is one year after the date the Meeting Materials were posted.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning the Noticeand-Access Provisions, please call TSX Trust Company, the Company's transfer agent and registrar, toll free at 1- 866-600-5869. Requests should be received by 4:00 p.m. (Toronto time) on February 19, 2020 in order to receive the Meeting Materials in advance of the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Monday, January 14, 2020 as the record date, being the date for the determination of the shareholders entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of the Meeting. Additional information about the Company and its consolidated financial statements are also available on the Company's profile at www.sedar.com.

DATED at Toronto, Ontario this 16[th] day of January, 2020.

BY ORDER OF THE BOARD

" Antony Manini " (signed) Chairman of the Board

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