Midnight Sun Mining Corp. — AGM Information 2020

Aug 18, 2020

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MIDNIGHT SUN MINING CORP.

Suite 770, 789 West Pender Street

Vancouver, British Columbia V6C 1H2

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

The annual general and special meeting (the “Meeting”) of Shareholders of Midnight Sun Mining Corp. (the "Company") will be held at the offices of the Company, Suite 770, 789 West Pender Street, Vancouver, BC, on Monday, September 14th, 2020 at 11:00 a.m., local time, for the following purposes:

1. To receive and consider the report of the directors, the financial statements for its fiscal periods ending December 31, 2017, December 31, 2018, and December 31, 2019, and the reports of the auditor of the Company thereon.

2. To fix the number of directors of the Board of the Company at five.

3. To elect directors of the Company for the ensuing year.

4. To appoint an auditor of the Company for the ensuing year and to authorize the directors to approve the auditor’s remuneration.

5. To ratify and approve the continuance of the Company’s 10% rolling Stock Option Plan.

6. To approve the Earn-In and Joint Venture Agreement between the Company and Rio Tinto Mining and Exploration Ltd.

7. To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof. Management is not currently aware of any other matters that could come before the Meeting.

An Information Circular accompanies this Notice together with a form of proxy, voting instruction form and a supplemental mailing return card. The Information Circular contains details of matters to be considered at the Meeting.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy or complete another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular. Shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy and in the Information Circular to ensure that their shares will be voted at the Meeting.

DATED at Vancouver, British Columbia, this 14th day of August 2020.

BY ORDER OF THE BOARD

“Allan Fabbro”

Allan Fabbro

Interim President and Chief Executive Officer