GSP Resource Corp. — AGM Information 2021

Oct 27, 2021

GSP RESOURCE CORP.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 2021

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of Shareholders of GSP Resource Corp. (the “ Company ”) will be held at Suite 605-815 Hornby Street, Vancouver, B.C., Canada V6Z 2E6 on Thursday, November 18, 2021 at 11:00 AM (Vancouver Time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended May 31, 2021, together with the report of the auditors thereon;

2. to fix the number of directors of the Company at four (4);

3. to elect the directors of the Company for the ensuing year;

4. to re-appoint the auditors for the ensuing year and to authorize the directors of the Company to determine the remuneration to be paid to the auditors;

5. to re-approve the Company’s 10% rolling stock option plan;

6. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of the Shareholders, the full texts of which are set forth in the Circular, approving the creation of a “Control Person” of the Company (as defined in the policies of the TSX Venture Exchange), which would result from the potential acceleration of share payments pursuant to the Alwin Option Agreement (as defined in the Circular) (for further information, please see the section entitled “Particulars of Matters to be Acted Upon – Potential Acceleration of Alwin Share Payments and Creation of Control Person” in the Circular); and

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

This notice of Meeting is accompanied by: (a) the management information circular (the “ Circular ”); and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. The Circular accompanying this notice of Meeting is incorporated into and shall be deemed to form part of this notice of Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is October 14, 2021 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

In light of the rapidly evolving public health guidelines related to COVID-19, the Company asks Shareholders to consider voting their shares by proxy and not attend the Meeting in person. Shareholders are strongly urged to vote on the matters before the Meeting by completing a proxy or VIF (as defined below) or the materials provided by their Intermediary (as defined below), as applicable. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. As a shareholder, you can choose from three different ways to vote your shares by proxy: (a) by mail or delivery in the addressed envelope provided or deposited at the offices of Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, on behalf of the Company so as to arrive not later than 11:00 AM (Vancouver time) on November 16, 2021, or if the Meeting is adjourned, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used; (b) by telephone (toll free) at 1-866-732-VOTE (8683); or (c) on the internet at www.investorvote.com, unless the chair of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

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DATED this 14[th] day of October, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“ Simon Dyakowski ” Simon Dyakowski President, CEO & Director

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