Euro Sun Mining Inc. — Proxy Solicitation & Information Statement 2023

Jan 4, 2023

Euro Sun Mining Inc.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the � Meeting �) of shareholders (the � Shareholders �) of Euro Sun Mining Inc. (the � Corporation �) will be held at 198 Davenport Road, Toronto, Ontario on Friday, the 31[st] day of January, 2023 at the hour of 11:00 a.m. (Toronto time), for the following purposes:

1. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested Shareholders approving the right of Lind Global Fund II, LP (� Lind �) to exercise warrants and conversion rights under a convertible security funding agreement between Lind and the Corporation (the � CFSA �), notwithstanding that such exercise may result in Lind owning more than 19.9% of the outstanding shares of the Corporation;

2. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested shareholders approving the issuance of greater than 43,723,878 shares of the Corporation to Lind, pursuant to the terms of the CFSA;

3. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution to elect each of Grant Sboros, Neil Said, Deborah Battiston, Martin Schuermann and Scott Moore as a director of the Corporation;

4. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution to issue up to an aggregate of 8,000,000 common shares of the Corporation in settlement of debts of up to $2,348,333 owed to certain officers and directors; and

5. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this notice is the Circular and a form of proxy. The accompanying Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Circular accompanying this Notice. Those who are unable to attend the meeting are requested to read, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this Notice.

DATED at Toronto, Ontario, this 29[th] day of December, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

( signed ) �Neil Said�

Director

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