Cordoba Minerals Corp. — Proxy Solicitation & Information Statement 2020

Jan 3, 2020

CORDOBA MINERALS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Cordoba Minerals Corp. (“Cordoba” or the “Company”) will be held at Suite 654 – 999 Canada Place, Vancouver, British Columbia on Wednesday, February 12, 2020 at 9:00 a.m. (Pacific Time) for the following purposes:

1. to increase the number of directors by one, for a total of either five (5) directors (if the representative to be appointed pursuant to the JCHX Transaction (as defined in the Circular) has not been appointed), or six (6) directors (if the representative to be appointed pursuant to the JCHX Transaction been appointed) as at the time of the Meeting;
2. to elect one director to fill the vacancy created by the increase in the number of directors as contemplated at the Meeting, to hold such office until the Company’s next annual general meeting; and
3. to transact any other business as may properly be brought before the Meeting.

The board of directors of the Company (the “Board”) has fixed the close of business on December 23, 2019 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at the Meeting and any adjournment or postponement thereof.

If you cannot attend, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions. Please complete, date and sign your form of proxy and return it to Computershare Trust Company of Canada, attention: Proxy Tabulation Unit, 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 (facsimile numbers: within North America 1-866-249-7775; outside North America 1-416-263-9524) – or vote by telephone or through the internet following the instructions on the form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 9:00 am (Pacific Time) on Monday, February 10, 2020 or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned meeting.

If you are not a registered Shareholder, please refer to the accompanying management information circular dated December 30, 2019 (the “Circular”) for information on how to vote your shares.

Notice-and-Access

The Company is utilizing the notice-and-access mechanism (the “Notice-and-Access Provisions”) under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations, for distribution of proxy-related materials to registered and beneficial Shareholders.

The Notice-and-Access Provisions are a set of rules that allow reporting issuers to post electronic versions of proxy-related materials (including management information circulars) via the System for Electronic Document Analysis and Retrieval (“SEDAR”) and one other website, rather than mailing paper copies of such materials to shareholders. Electronic copies of the Notice of Meeting and Circular may be found on

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the Company's SEDAR profile at www.sedar.com and the Company's website at www.cordobaminerals.com.

The Company will not use the procedure known as "stratification" in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular to certain Shareholders with the notice package.

Please see “Part 1 – Voting – Beneficial Shareholders – Notice-and-Access” in the accompanying Circular.

SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

DATED at Vancouver, Canada as of the 30th day of December, 2019.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Eric Finlayson Eric Finlayson, President and Chief Executive Officer

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