Magna Mining Inc. — Proxy Solicitation & Information Statement 2021

Feb 9, 2021

CT DEVELOPERS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual and special meeting (the " Meeting ") of the shareholders of CT Developers Ltd. (the " Corporation ") will be held at 1125 Howe St #1400, Vancouver, BC V6Z 2K8 on March 1, 2021 at 11:00 a.m. (Vancouver time). The Meeting will be held for the following purposes:

1. to receive the audited financial statements of the Corporation for the year ended June 30, 2019 and the accompanying report of the auditor;

2. to receive the audited financial statements of the Corporation for the year ended June 30, 2020 and the accompanying report of the auditor;

3. to ratify, approve and appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditor's remuneration, as more fully described in the management information circular dated January 25, 2021 (the " Management Information Circular ") accompanying this notice of Meeting;

4. (A) to elect the directors of the Corporation to serve from the close of the Meeting (the " Current Slate ") until the earlier of: (i) the close of the next annual meeting of shareholders of the Corporation; and (ii) a date determined by the Current Slate, such date to be (x) no earlier than the time of completion of the Corporation's proposed qualifying transaction with Magna Mining Corp. (the " Magna Transaction ") and (y) not later than one business day following the date of completion of the Magna Transaction, and, if no such determination is made by the Current Slate, such determination will be deemed to have been made and the date deemed to be determined shall be one business day following the date of completion of the Magna Transaction (any such determined time, the " Change of Board Time "), as more fully described in the Management Information Circular; and (B) to elect the directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;

5. to consider and, if deemed advisable, to pass, with or without variation, a resolution approving the stock option plan of the Corporation;

6. to consider and, if deemed appropriate, to pass, with or without variation, a resolution, as more fully described in the Management Information Circular, approving By-law No. 1 of the Corporation substantially in the form attached to the Management Information Circular;

7. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to "Magna Mining Inc." or such other name as may be proposed by Magna Mining Corp. and acceptable to the TSX Venture Exchange, as more fully described in the Management Information Circular;

8. to consider and, if deemed advisable, to pass with or without variation, a special resolution authorizing the consolidation of the Corporation’s issued and outstanding common shares on the basis of 1 new common share for every 4 common shares issued and outstanding before the consolidation, with such consolidation being conditional upon completion of the Transaction; and

9. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Management Information Circular accompanying this notice of Meeting.

Only shareholders of record as of January 25, 2021, the record date, are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

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Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of shareholders, employees, other stakeholders and the community, shareholders are strongly encouraged to vote on the matters before the Meeting by proxy, appointing the person designated by management in the proxy form or voting instruction instead of attending the Meeting in person.

We ask that shareholders review and follow the instructions of any provincial, regional or other health authorities holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact with has travelled outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Management Information Circular accompanying this notice of Meeting.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, state and local laws and orders, including without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com as well as on the Corporation's website at lloneincinfo@gmail.com. We strongly recommend that you check the Corporation's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

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IMPORTANT

It is desirable that as many common shares as possible be represented at the Meeting. If you do not expect to attend and would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., at its principal office at 100 University Ave, 8th Floor, Toronto ON, M5J 2Y1 not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

DATED at Toronto, Ontario this 25[th] day of January, 2021.

By Order of the Board of CT Developers Ltd.

(signed) "Norman Eyolfson"

Norman Eyolfson Chief Executive Officer

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