CoTec Holdings Corp. — AGM Information 2021

Aug 20, 2021

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Suite 1901, 1311 Beach Avenue, Vancouver, B.C, V6E 1V6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the " Meeting ") of EastCoal Inc. (the " Company ") will be held at the offices of DG Barristers, Suite 428 – 755 Burrard Street, Vancouver, British Columbia, at 10 a.m. (Pacific time) on September 20, 2021.

All shareholders are entitled to attend and vote at the Meeting in person or by proxy; however, the board of directors is requesting that due to the current COVID-19 pandemic that all shareholders vote their shares by proxy and not attend in person.

At the Meeting, the shareholders will consider resolutions for the following purposes:

1. to receive and consider the report of the directors and the financial statements of the Company, together with the auditor's report thereon, for the financial year ended December 31, 2020;

2. to fix the number of directors at five (5);

3. to elect directors for the ensuing year;

4. to appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of the Company for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditor;

5. to consider and, if deemed advisable, to pass, with or without variation, a resolution, of the majority of the disinterested shareholders of the Company approving Kings Chapel International Limited (" Kings Chapel ") becoming a new Control Person (as defined under the policies of the TSX Venture Exchange) (collectively, the " Control Person Resolution "), as further described in the accompanying Management Information Circular (the " Circula r");

6. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company’s proposed stock option plan, subject to regulatory approval, as further described in the Circular; and

7. to transact such further or other business as may properly come before the Meeting and any adjournment(s) thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Circular accompanying and forming a part of this notice of the Meeting (the “ Notice ”). The audited consolidated financial statements and related MD&A for the Company for the financial year ended December 31, 2020 have already been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on SEDAR at www.sedar.com.

The Control Person Resolution must be approved by a simple majority of 50% plus one of the votes properly cast by the disinterested shareholders of the Company voting in present or by proxy at the Meeting, with “disinterested shareholder approval” meaning that the votes attached to the common shares of the Company held by the new “Control Person”, being Kings Chapel, and its affiliates and associates, are excluded from the calculation of such approval.

This notice is accompanied by the Circular, a form of proxy and a supplemental mailing list return

card.

Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and to return it in the envelope provided for that purpose.

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The board of directors of the Company has by resolution fixed the close of business on August 12, 2021 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Proxies to be used at the Meeting must be deposited to the Company's transfer agent and registrar, Computershare Investor Services Inc., no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting (namely, by 10 a.m., Pacific time, on September 16, 2021) or any adjournment thereof at which the proxy is to be used. Proxies delivered by regular mail should be addressed to Computershare Investor Services Inc., 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department.

Non-Registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

DATED at Vancouver, British Columbia, this 12[th] day of August, 2021.

APPROVED BY THE BOARD OF DIRECTORS

(signed) “ John Conlon ” John Conlon Non-Executive Chairman

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