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Decimus Oil Corp. AGM Information 2021

Apr 22, 2021

45864_rns_2021-04-22_88ba6a9b-6230-464e-98c8-0754dcabd01b.pdf

AGM Information

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TENTH AVENUE PETROLEUM CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT the Annual General and Special Meeting (the " Meeting ") of the shareholders of Tenth Avenue Petroleum Corp. (the " Corporation " or “ TAPC ”) will be held at the offices of the Corporation, Suite 203, 221 – 10[th] Avenue SE , Calgary, Alberta T2G 0V9 on Friday, May 21, 2021 at 7:00 a.m. (Calgary time). Due to Covid 19 concerns, there will not be an in person meeting. A shareholder may not attend the Meeting in person. A shareholder must vote at the Meeting by proxy. There will be no in person voting by telephone. Shareholders will be entitled to participate in the meeting by telephone conference call.

Shareholders will be able to dial into the meeting by telephone 1 888 433 2192 Participant code 773 6255. Shareholder who wish to be represented by proxy are requested to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy.

An Instrument of Proxy will not be valid unless it is mailed and received or faxed (403 265 4138) or emailed ([email protected]) to the offices of the Corporation not less than 96 hours (including Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof.

The Meeting will be held for the following purposes:

  1. to receive and consider the consolidated financial statements of the Corporation as at and for the year ended December 31, 2019 and December 31, 2020, together with the report of the auditors thereon;

  2. to fix the number of directors of the Corporation to be elected at the Meeting at up to five members; 3. to consider and if deemed advisable, to approve by special resolution the Plan of Arrangement amongst TAPC, Waskahigan Oil & Gas Corp. and Odaat Oil Inc.;

  3. to consider and if deemed advisable to approve the directors of TAPC;

  4. to consider and if deemed advisable to approve Crowe MacKay LLP as auditors;

  5. to consider and if deemed advisable to approve the issuance of shares through a private placement of 20,000,000 units at $0.06 per unit;

  6. to consider and if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying Management Proxy Circular, ratifying, adopting and re-approving the stock option plan of the Corporation and authorizing the Corporation's board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of the applicable securities regulatory authority or stock exchange; and

  7. to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Management Proxy Circular. A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy, in accordance with the instructions set forth in the accompanying Management Proxy Circular and Instrument of Proxy. An Instrument of Proxy will not be valid unless it is deposited at the offices of Computershare (Attention: Proxy Department), 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, by 12:00 (Toronto time) or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjournment of the Meeting thereof. A registered shareholder can complete internet voting by logging on at www.investorvote.com and entering the web voting control number located on the address box of the shareholder r's instrument of proxy. A person appointed as proxy holder need not be a shareholder of the Corporation. In the event of a strike, lockout or other work stoppage involving postal employees, all documents required to be emailed by a shareholder at www.investorvote.com . Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder's risk. Dated at Calgary, Alberta as of the 21st day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS (signed) Gregory J. Leia Director, President and Chief Executive Officer