Comstock Metals Ltd. — AGM Information 2020

Sep 23, 2020

COMSTOCK METALS LTD.

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING

NOTICE is hereby given that the annual and special meeting (the " Meeting ") of COMSTOCK METALS LTD. (the " Company "), will be held at the Company’s head office at 310 – 850 West Hastings Street, Vancouver, BC, V6C 1E1 on Monday, October 19, 2020 at 10:00 a.m. (Vancouver time), for the following purposes:

1. To receive and consider the Audited Financial Statements for the financial year ending September 30, 2019, together with the Auditor's Report thereon;

2. To fix the number of directors for the ensuing year at three (3);

3. To elect directors to hold office until the next annual general meeting of the Company;

4. To re-appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants as auditor of the Company, to hold office until the next annual general meeting at a remuneration to be fixed by the directors;

5. To re-approve the Company's rolling stock option plan as described in the Company's information circular;

6. To consider, and, if deemed appropriate, to pass with or without variation a special resolution approving a reduction of the capital of the Company’s common shares by distributing the common shares held by the Company in E3 Metals Corp. and White Gold Corp. to the shareholders of the Company as more particularly described in the accompanying management information circular; and

7. To transact such other business as may properly be transacted at such meeting or at any adjournment thereof.

If you are unable to attend the Meeting in person, you may still vote on the above items by submitting a Proxy. A form of Proxy has been provided in this package, together with an Information Circular which forms part of this Notice. Please refer to the notes to the Proxy for instructions on completing the Proxy. To be effective, the Proxy must be completed, dated, signed and returned within the time limits and in accordance with the instructions set out in the notes.

As stated in the notes, the enclosed Proxy is solicited by or on behalf of management of the Company, and the persons named as proxyholders are directors and/or officers of the Company, or nominees selected by management. You may appoint another person to represent you at the Meeting by striking out the names of the persons therein and inserting, in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, as at 14[th] day of September, 2020.

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_______________________________________ Steven Goldman

President, Chief Executive Officer and Director