Cariboo Rose Resources Ltd. — AGM Information 2022

Nov 22, 2022

CARIBOO ROSE RESOURCES LTD.

Suite 110 – 325 Howe Street

Vancouver, B.C. V6C 1Z7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual General and Special Meeting (the "Meeting") of the members (the "Shareholders") of CARIBOO ROSE RESOURCES LTD. (the "Company") will be held at Suite 110 – 325 Howe Street, in the City of Vancouver, Province of British Columbia, on Wednesday, December 21, 2022 at the hour of 10:30 a.m. (local time) for the purposes of:

1. Fixing the number of Directors.

2. Electing Directors for the ensuing year.

3. Appointing an Auditor for the ensuing year, and authorizing the Directors to fix the Auditor’s remuneration.

4. To consider and, if thought advisable, to pass an ordinary resolution approving the adoption by the Company of a new incentive stock option plan, as more particularly set forth in the Information Circular accompanying this Notice of Meeting.

5. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of Instrument of Proxy and to return it to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof, at which the person named therein purports to vote in respect thereof.

Dated at Vancouver, B.C. this 9[th] day of November, 2022 .

ON BEHALF OF THE BOARD OF DIRECTORS

“J. William Morton”

J. William Morton President, Chief Executive Officer and Director