Founders Metals Inc. — Proxy Solicitation & Information Statement 2021

Feb 4, 2021

AVALON WORKS CORP. Suite 100 – 237 Argyle Avenue Ottawa, Ontario K2P 1B8

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the special meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of common shares of Avalon Works Corp. (the “ Corporation ”) will be held at Suite 100, 237 Argyle Avenue, Ottawa. Ontario, K2P 1B8 , on February 25, 2021 at 10:00 am (Eastern Standard Time), for the following purposes:

1. To consider and approve a resolution for the consolidation of shares on the basis of one (1) postconsolidation shares for no more than ten (10) pre-consolidation shares, as more particularly described in the accompanying information circular dated January 26, 2021 (the " Information Circular ");

2. To consider and approve a resolution for authorization and approval of a name change, as more particularly described in the accompanying Information Circular;

3. To consider and approve a resolution to change the registered office of the Corporation to an address in the Province of British Columbia, as more particularly described in the accompanying Information Circular; and

4. To transact any other business that may properly come before the Meeting and any adjournment thereof.

A Management Information Circular and a form of Proxy accompany this Notice. The Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her place. If you are unable to attend the Meeting or any adjournment in person, please read the instructions accompanying the enclosed form of Proxy and then complete, sign, and date the Proxy and then return it within the time and to the location set out in the instructions. The Company’s management is soliciting the enclosed form of Proxy; however, as set out in the instructions, you may amend the Proxy if you wish by striking out the names listed thereon and inserting in the space provided the name of the person you want to represent you at the Meeting.

Please advise the Company of any change in your address.

DATED at Vancouver, British Columbia, this 26[th] day of January, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“ Michael Clemann "

President, CEO and Director

AC/7732938.2