Kuya Silver Corporation — Proxy Solicitation & Information Statement 2020

Aug 19, 2020

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NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of Miramont Resources Corp. (“ Miramont ” or the “ Company ”) will be held as a virtual shareholders’ meeting via teleconference, dial in number 1‐877‐407‐2991 on Monday September 14, 2020 at 11:00 AM (Pacific), for the following purposes:

1. to consider and, if thought advisable, approve, with or without variation, an ordinary resolution (the “ Miramont Fundamental Change Resolution ”) authorizing the business combination among Miramont, 2757974 Ontario Inc. ( “Miramont Subco ”) and Kuya Silver Corp. (“ Kuya ”), on the terms and subject to the conditions contained in an amalgamation agreement dated as of June 10, 2020 between Miramont, Miramont Subco and Kuya (the “ Transaction ”), all as more particularly set forth in the accompanying management information circular and proxy statement (the “ Information Circular ”);

2. to consider and, if thought advisable, approve with or without variation, an ordinary resolution to be conditional on and effective following the closing of the Transaction to set the number of directors of Miramont post Transaction (the “ Resulting Issuer ”) at five (the “ Resulting Issuer Board Resolution ”);

3. to consider, and, if deemed appropriate, to approve an ordinary resolution conditional on and to take effect only in the event of the closing of the Transaction approving the election of David Stein, Quinton Hennigh, Dale Peniuk, Andres Recalde, and Maura Lendon as directors of the Resulting Issuer (the “ Resulting Issuer Director Election Resolution ”);

4. to appoint the auditors of the Resulting Issuer to hold office conditional on and effective following the closing of the Transaction and to authorize the directors of the Resulting Issuer to fix the remuneration of the auditor so appointed, to take effect only in the event that the Transaction is completed (the “ Resulting Issuer Auditor Resolution ”); and

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

The foregoing resolutions are referred to herein as the “ Miramont Resolutions ”.

Information relating to matters to be acted upon by the shareholders at the Meeting are set forth in the accompanying Information Circular.

A shareholder may attend the Meeting or may be represented at the Meeting by proxy. Registered shareholders who are unable to attend the Meeting 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 Information Circular. An instrument of proxy will not be valid unless it is deposited at the offices of Computershare Investor Services (Attention: Proxy Department) at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, in the enclosed self‐addressed envelope, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof. An instrument of proxy may also be voted using a touch‐tone telephone at 1‐866‐732‐VOTE (8683). Alternatively, a registered shareholder can complete internet voting by logging on at www.investorvote.com and entering the CONTROL NUMBER located on the address box of the shareholder's instrument of proxy. A person appointed as proxy holder need not be a shareholder of Miramont.

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A non‐registered shareholder who plans to attend the Meeting must follow the instructions set out in the form of proxy (or voting instruction form) accompanying this Notice and the Information Circular, to ensure that such shareholder’s common shares will be voted at the Meeting. If you hold your common shares in a brokerage account, you are not a registered shareholder. If you are a non‐registered Miramont shareholder, please refer to the section in the Information Circular entitled “ General Proxy Information — Non‐ Registered Holders ” for information on how to vote your Miramont Shares.

Given the significant uncertainty relating to the novel coronavirus (“ COVID‐19 ”) pandemic, its public health impact and the associated current restrictions on and the risk in attending large group gatherings, the Company has made arrangements to hold the Meeting as a completely virtual meeting, which will be conducted via teleconference, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to attend the Meeting. Shareholders will not be able to attend the Meeting in person. Shareholders are encouraged to vote their shares prior to the Meeting.

No other matters are contemplated for consideration at the Meeting, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Copies of this Notice of Meeting, the Information Circular, the form of proxy and voting information form (together “ Proxy Materials ”), will also be posted on the Miramont website at http://www.miramontresources.com and are filed on the System for Electronic Data Analysis and Retrieval at www.sedar.com (“ SEDAR ”) under Miramont’s profile.

The accompanying Information Circular provides additional information relating to the matters to be considered at the Meeting. Please review the Information Circular before voting. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of Miramont of record at the close of business on August 10, 2020 will be entitled to receive notice of and vote at the Meeting.

DATED at Vancouver, British Columbia as of August 10, 2020.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ “Tyson King”

Tyson King President and Chief Executive Officer