Irving Resources Inc. — AGM Information 2020

Oct 23, 2020

NOTICE AND ACCESS NOTIFICATION

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF IRVING RESOURCES INC. TO BE HELD ON AUGUST 26, 2020

This notification is being provided to the shareholders of IRVING RESOURCES INC. (the “ Company ”) under the notice-and-access provisions for the delivery of meeting materials in respect of its annual general and special meeting of shareholders to be held on August 26, 2020 (the “ Meeting ”). Under notice-and-access, instead of receiving printed copies of the Company’s information circular (the “ Circular ”) and, if requested, the consolidated financial statements for the year ended February 29, 2020 and Management’s Discussion and Analysis, the Company is providing shareholders this notice with information on how they may access the Meeting materials electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery will help reduce paper use, printing and mailing costs.

DATE, TIME AND LOCATION OF MEETING

Date: Wednesday, August 26, 2020 Time: 2:00 p.m. (Pacific Time) Location: Owen Bird Law Corporation, 595 Burrard Street, Suite 2900, Vancouver, B.C. V7X 1J5

In light of the COVID-19 pandemic, we request that shareholders do not attend the meeting in person but instead vote by proxy or voting instruction form, as applicable. No management presentation will be made at the Meeting. However, if you intend to attend the Meeting in person despite this request, please contact Diane Barley (dbarley@owenbird.com) in advance so that the Meeting location safety protocols may be sent to you.

MATTERS TO BE CONSIDERED AND/OR VOTED AT THE MEETING

1. To receive the consolidated financial statements of the Company for the financial year ended February 29, 2020, together with the auditor's report thereon. * For further details see the section of the Circular entitled “Particulars of Matters to be Acted Upon – Presentation of the Financial Statements” .

2. To set the number of directors at five. * For further details see the section of the Circular entitled “Particulars of Matters to be Acted Upon – Election of Directors” .

3. To elect directors for the ensuing year. * For further details see the section of the Circular entitled “Particulars of Matters to be Acted Upon – Election of Directors” .

4. To appoint the auditor for the Company and to authorize the directors to fix the auditor’s remuneration. * For further details see the section of the Circular entitled “Particulars of Matters to be Acted Upon – Appointment of Auditor” .

5. To approve a special resolution to adopt new articles of the Company. * For further details see the section of the Circular entitled “Particulars of Matters to be Acted Upon – Adoption of New Articles” .

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1. To transact such other business as may be brought before the Meeting and any adjournments thereof.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Meeting materials can be viewed online under the Company’s profile at www.sedar.com and also at http://www.irvresources.com/s/AGM.asp.

Shareholders are reminded to review the Information Circular prior to voting.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request that paper copies of the Meeting materials be sent to them by postal delivery at no cost to them. Requests for paper copies of the Meeting materials should be received by the Company no later than 4:00 p.m. (Pacific Time) on August 6, 2020, being 12 business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form, in order to receive the Meeting materials in advance of the proxy deposit date and Meeting date. Shareholders who wish to receive paper copies of the Meeting materials may request copies by calling the Company at (604) 682-3234 or toll free at 1-888-242-3234.

VOTING

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote online, by telephone or by mailing the enclosed proxy/voting instruction form for receipt before August 24, 2020 at 2:00 p.m. (Pacific Time) using the enclosed business reply envelope.

Registered Holders are asked to return your proxies using the following methods by the proxy deposit date noted on your proxy, which is 2:00 p.m. (Pacific Time) on August 24, 2020:

INTERNET: Go to www.investorvote.com and follow the instructions. You will need the 15-digit control number located on the bottom of the proxy/voting instruction form.

TELEPHONE: Call the telephone number indicated on the proxy from a touch tone phone. You will need the 15-digit control number located on the bottom of the proxy.

MAIL: Computershare Investor Services Inc.

100 University Avenue, 8[th] Floor

Toronto, Ontario M5J 2Y1

Beneficial Holders are asked to return voting instructions by 2:00 p.m. (Pacific Time) on August 24, 2020 using the following methods:

INTERNET: Go to www.proxyvote.com and follow the instructions.

TELEPHONE: You may enter your voting instructions by touch tone telephone at: 1-866-734-8683. You will need the control number located on the bottom of the voting instruction form.

MAIL: Complete the voting instruction form, sign it and mail it in the envelope provided.

Shareholders with questions about the notice-and-access provisions may contact the Company at telephone (604) 682-3234 or toll-free at 1-888-242-3234