Carbon Done Right Developments Inc. — AGM Information 2022

Jan 28, 2022

EARL RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (the Meeting ) of the holders (the Shareholders ) of common shares (the Common Shares ) in the capital of Earl Resources Limited (the Company ) will be held at Suite 390, 1050 Homer Street, Vancouver, British Columbia, V6B 2W9 on February 23, 2022 at 11:00 a.m. (Vancouver Time) and will also be available via live audio webcast at https://us02web.zoom.us/j/88140268508?pwd=SWdrd1JMVGhaWXp1Nys5ZFBBcmlxZz09 using meeting ID number 881 4026 8508 and passcode 633133 (for individuals accessing from their mobile devices) or by phone at 1 (778) 907-2071, for the following purposes:

1. to receive and consider the financial statements of the Company, together with the notes thereto and the auditor s report thereon, for the financial years ended December 31, 2020 and December 31, 2019;

2. to approve the appointment of MNP LLP, Chartered Professional Accountants, as the auditors of the Company until the earlier of the close of the next annual meeting of Shareholders or their earlier resignation or replacement, and to authorize the directors of the Company to set their remuneration;

3. to fix the number of directors to be elected at the Meeting, all as more particularly described in the information circular accompanying this Notice of Meeting (the Circular );

4. to elect the directors of the Company, all as more particularly described in the Circular;

5. to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the Circular, the Company s option plan, all as more particularly described in the accompanying Circular;

6. to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the Circular, the Company s security-based compensation plan, to become effective upon the completion of the Change of Business (as defined in the Circular), all as more particularly described in the accompanying Circular; and

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

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Circular of the Company accompanying this Notice of Annual General and Special Meeting.

IMPORTANT

Accompanying this Notice of Annual General and Special Meeting are: (i) the Circular dated January 5, 2022; and (ii) a form of proxy. The Circular contains important information about what the Meeting will cover, who can vote and how to vote.

The Company is conducting an in-person Meeting. Registered Shareholders and duly appointed proxyholders can attend the Meeting in person at Suite 390, 1050 Homer Street, Vancouver, British Columbia, V6B 2W9. The Meeting will also be available via live audio webcast at the below link or the below phone number:

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Audio Webcast Link : https://us02web.zoom.us/j/88140268508?pwd=SWdrd1JMVGhaWXp1Nys5ZFBBcmlxZz09

Meeting Number : 881 4026 8508

Passcode : 633133

Phone Number : 1 (778) 907-2071

Please note that all voting must be conducted in person or in advance of the Meeting as Shareholders will not be permitted to vote virtually. Due to the ongoing concerns related to the spread of COVID-19 and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community, Shareholders are strongly encouraged to listen to the Meeting virtually instead of attending the Meeting in person and to vote on the matters before the Meeting by proxy or voting information form in advance of the Meeting.

The ability to attend the Meeting in person is subject to any governmental orders applicable at the time of the Meeting which might prevent or restrict Shareholders and duly appointed proxyholders from attending in person. In addition, please note that individuals will be required to show proof of vaccination in order to attend the Meeting in person. Those that attend the Meeting in person will also be required to wear a mask and may be subject to an on-line screening. Please do not attend the meeting if you are experiencing any symptom of COVID19.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak and in order to ensure compliance with federal, provincial and local laws and orders, including without limitation: (i) holding the Meeting virtually; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. 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 the System for Electronic Document Analysis and Retrieval ( SEDAR ) at www.sedar.com. We strongly recommend you check the Company s SEDAR profile and website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended materials in respect of the Meeting.

Only persons registered as Shareholders of the Company as of the close of business on January 24, 2022 (the Record Date ), are entitled to receive notice of the Meeting or any adjournment or adjournments thereof and to vote thereat unless, after the Record Date, a Shareholder transfers his Common Shares and the transferee not later than ten (10) days before the Meeting, produces properly endorsed certificates evidencing such Common Shares or otherwise establishes that he owns such Common Shares and requests that the transferee s name be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Should any Shareholder have any questions and/or concerns in relation to the Meeting or the Company in general we ask that you please contact Chris Colborne, Interim Chief Executive Officer, and Director at 1 (778) 3733736.

Shareholders are being asked to vote using the enclosed form of proxy and return it as soon as possible in the envelope provided for that purpose and to attend the Meeting virtually to hear the results of the vote. Shareholders attending the Meeting via teleconference will not be entitled to vote at the Meeting and must submit the form of proxy in order to cast their vote on matters to come before the Meeting. To be valid,

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proxies must be received by Odyssey Trust Company, registrar and transfer agent for the Common Shares, (a) by mail addressed to Odyssey Trust Company, 1230 300 5[th] Avenue SW, Calgary, AB, T2P 3C4, (b) by hand delivery to Odyssey Trust Company, 1230 300 5[th] Avenue SW, Calgary, AB, T2P 3C4, (c) by facsimile to 800-517-4553, or (d) electronically by following the instructions in the form of proxy, not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays in British Columbia) before the Meeting. If you vote through the internet, you may also appoint another person to be your proxyholder. Please go to http://login.odysseytrust.com/pxlogin and follow the instructions. You will require your 12-digit control number found on your form of proxy. In the event of a general discontinuance of postal service due to a strike, lockout or otherwise, the form of proxy must be delivered in person, by fax or email. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

DATED at Vancouver, British Columbia, this 5[th] day of January, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(SIGNED) Chris Colborne

Chris Colborne, Interim Chief Executive Officer, and Director

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