Cautivo Mining Inc. — Proxy Solicitation & Information Statement 2020

Jan 3, 2020

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CAUTIVO MINING INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that a special meeting (the “ Meeting ”) of holders of common shares (“ Shareholders ”) of CAUTIVO MINING INC. (the “ Corporation ” or “ Cautivo ”) will be held at the offices of Stikeman Elliott LLP, 666 Burrard Street, #1700, Vancouver, British Columbia, Canada, V6C 2X8 on January 29, 2020 at 9.00 a.m. (Vancouver time), for the following purposes:

1. To consider and, if thought advisable, to pass, with or without variation, a special resolution (the “ Consolidation Resolution ”), the full text of which is set forth in Schedule A to the accompanying Circular, approving the consolidation (the “ Consolidation ”) of the common shares of Cautivo (the “ Shares ”) on the basis of one post-Consolidation Share for every 2,228,612 pre-Consolidation Shares held immediately prior to the effective date of the Consolidation; and

2. To transact such further and other business as may properly come before the Meeting or any adjournment or postponement thereof.

This notice is accompanied by a form of proxy and management information circular (the “ Circular ”) accompanying this Notice of Special Meeting of Shareholders. Reference should be made to the accompanying Circular, which provides information relating to the matters to be dealt with at the Meeting and forms part of this notice.

If you are not able to be present at the Meeting, please exercise your right to vote by signing and returning the enclosed form of proxy to the offices of Computershare Investor Services Inc. (“ Computershare ”), 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department, so as to arrive not later than 12.00 p.m. (Toronto time) on the second business day preceding the date of the Meeting or any adjournment or postponement thereof. Proxies may also be sent by facsimile to Computershare at 1-866-249-7775.

The Board of Directors has fixed the close of business on December 23, 2019 as the record date for the determination of Shareholders of the Corporation entitled to notice of the Meeting, or any adjournment or postponement thereof.

DATED at Toronto, Ontario, Canada, this 27th day of December, 2019.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Ricardo Arrarte Chief Executive Officer