C3 Metals Inc. — AGM Information 2021

Feb 1, 2021

C3 METALS INC.

161 Bay Street, 27[th] Floor, Toronto, Ontario M5J 2S1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of shareholders of C3 Metals Inc. (the " Company ") will be held on Tuesday, February 23, 2021 , at the hour of 4:00 p.m. (Eastern time), at 161 Bay Street, 27[th] Floor, Toronto, Ontario M5J 2S1 for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the year ended August 31, 2020, 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 transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s shareholders, employees, communities and other stakeholders, meeting participants are strongly encouraged not to attend in person. Rather, participants are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free as follows: Toronto, Canada 1-416-915-3239; Canada/USA 1-800-319-4610; Australia 1-800-423-528; United Kingdom 0808-101-2791; Peru 0-800-54-115. To access the meeting on-line for audio webcasting join at: https://www.gowebcasting.com/11071. Participants can listen to the Meeting but will not be permitted to vote at the Meeting unless the participant attends the Meeting in person.

The Company reserves the right to take any further precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) changing the Meeting date and/or changing the means of holding the Meeting; and (ii) such other measures as may be recommended by public health authorities. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail an amended Circular, Notice of Meeting or related proxy.

Shareholders who will not attend the Meeting in person are requested to complete and sign the accompanying form of proxy and return it by mail in the enclosed return envelope or by facsimile or by Internet. To be effective, proxies must be received by the Company’s transfer agent, TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto Ontario M5H 4H1, Attention: Proxy Department, or by facsimile at 1-416-5959593 or by Internet prior to 4:00 p.m. (Eastern time) on Friday, February 19, 2021 or if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to when any adjournment thereof is to be held, or may be deposited with the Chair of the Meeting at any time prior to the commencement of the Meeting or any adjournment thereof. Non-registered shareholders (beneficial holders) must deliver their completed proxies in accordance with the instructions given by their financial institution or other intermediary that forwarded the form of proxy to them.

DATED at Toronto, Ontario this 22nd day of January, 2021.

BY ORDER OF THE BOARD

" Antony Manini " (signed) Chairman of the Board