Northcliff Resources Ltd. — AGM Information 2022

Aug 4, 2022

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NORTHCLIFF RESOURCES LTD. 1040 West Georgia Street 14[th] Floor Vancouver, British Columbia V6E 4H1 Telephone No. (604) 684-6365 / Fax No. (604) 681-2741.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Take notice that the Extraordinary General Meeting (the “Meeting”) of shareholders of Northcliff Resources Ltd. (the “Company” or “Northcliff”) will be held at 14[th] Floor – 1040 West Georgia Street, Vancouver, British Columbia, Canada on Thursday, August 25, 2022 at 10:00 am., local time, for the following purposes:

1. To consider, and if thought advisable, by disinterested shareholder vote, an ordinary resolution to approve the convertible loan agreement (the “2022 Convertible Loan Agreement”) between the Company, Northcliff Holdings (Canada) Ltd. and Sisson Resources Ltd. and Todd Sisson (NZ) Limited (“Todd”), including (i) the issuance of that number of common shares of the Company (“Common Shares”) to Todd necessary to satisfy the terms of the 2022 Convertible Loan Agreement, regardless of whether the issuance to Todd of such number of Common Shares would result in an issuance, during a six month period, of greater than 10% of the issued and outstanding Common Shares, (ii) the use of a discount rate of 35% for each Common Share and (iii) the use of a 30-day volume weighted average price in the calculation of the conversion price, as more particularly described in the accompanying Information Circular (the “Circular”);

2. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

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

The Circular accompanies this Notice, which contains details of matters to be considered at the Meeting. Copies of the audited financial statements for the fiscal year ended October 31, 2021, the report of the auditor and related management discussion and analysis, as well as the Annual Information Form, are available on SEDAR at www.sedar.com.

NOTE OF CAUTION Concerning COVID-19 Outbreak

At the date of this Notice and the Circular it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus (COVID-19) outbreak (“COVID-19”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. Those shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/publichealth/services/diseases/coronavirus-disease-covid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority 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 has travelled to/from 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

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voting instruction form) prior to the Meeting by one of the means described on pages 5 to 6 of the Circular accompanying this Notice.

The Company 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 outbreak, including: (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 to/from 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 Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR as well as on our Company website at www.northcliffresources.com. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

While registered shareholders are entitled to attend the Meeting in person we strongly recommend that all Shareholders vote by proxy and do not attend the Meeting. Accordingly we ask that registered shareholders complete, date and sign the enclosed form of Proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Circular.

If you hold your Common Shares in a brokerage account, you are a non-registered shareholder (“Beneficial Shareholder”). Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of Proxy or VIF provided to them by their intermediary, in order to cast their vote, or in order to notify the Company if they plan to attend the Meeting.

DATED at Vancouver, British Columbia the 26[th] day of July, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

Per:

“Andrew Ing”

Andrew Ing Chief Executive Officer