Pedro Resources Ltd. — Proxy Solicitation & Information Statement 2021

Feb 25, 2021

PEDRO RESOURCES LTD.

Suite 2200, HSBC Building 885 West Georgia Street Vancouver, BC V6C 3E8

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of shareholders of Pedro Resources Ltd. (the “ Corporation ”) will be held on Friday, March 26, 2021 , at the hour of 11:00 a.m. (Eastern time), at the office of Irwin Lowy LLP at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2, for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the year ended December 31, 2019 and the report of the auditors thereon;

2. to pass, with or without variation, an ordinary resolution fixing the number of directors of the Corporation at four;

3. to elect the directors of the Corporation;

4. to appoint the auditors of the Corporation and to authorize the directors to fix their remuneration;

5. to approve and confirm the stock option plan of the Corporation;

6. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the shareholders of the Corporation authorising the Corporation to make an application to voluntarily delist the common shares of the Corporation from the NEX board of the TSX Venture Exchange and to apply to list the Corporation’s common shares on the Canadian Securities Exchange, as more fully described in the accompanying management information circular; and

7. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation’s transfer agent and registrar, Computershare Investor Services Inc., at 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 not later than 11:00 a.m. (Eastern time) on Wednesday, March 24, 2021, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Corporation has by resolution fixed the close of business on Tuesday, February 16, 2021 as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

COVID-19 GUIDANCE

In the context of the effort to mitigate potential risk to the health and safety associated with COVID-19 and in compliance with the orders and directives of the Government of Canada, the Province of Ontario and the City of Toronto, the shareholders are being discouraged from attending the Meeting in person. All shareholders are encouraged to vote on the matters before the Meeting by proxy in the manner set out herein and in the accompanying management information circular dated February 22, 2021 of the Corporation.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of Meeting. Additional information about the Corporation and its financial statements are also available on the Corporation’s profile at www.sedar.com.

DATED at Toronto, Ontario this 22[nd] day of February, 2021.

BY ORDER OF THE BOARD

“ Brian Stecyk ” (signed) Chief Executive Officer and Director

• 2 -