Peruvian Metals Corp. — AGM Information 2020

Nov 26, 2020

PERUVIAN METALS CORP.

INFORMATION CIRCULAR

AND

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, DECEMBER 17, 2020

NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders of Peruvian Metals Corp. (the “ Company ”) will be held online at https://global.gotomeeting.com/join/940692661 and at 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9 at 10:00 a.m. (Edmonton time) on December 17, 2020 (the “ Meeting ”) for the following purposes:

1. TO RECEIVE the consolidated financial statements of the Company for the fiscal year ended December 31, 2019, together with the report of auditors thereon;

2. TO ELECT the directors of the Company to hold office until the close of business of the next annual meeting of the Company’s shareholders;

3. TO APPOINT the auditors of the Company to hold office until the close of business of the next annual meeting of the Company’s shareholders and to authorize the board of directors of the Company to fix the auditors’ remuneration;

4. TO CONSIDER, and if deemed advisable, pass an ordinary resolution substantially in the form set out in Schedule “A” of the accompanying information circular, re-approving the Company’s stock option plan in accordance with the policies of the TSX Venture Exchange; and

5. TO TRANSACT such further and other business as may properly come before the Meeting or any adjournment(s) thereof.

We are committed to safeguarding the health and well-being of our employees, service providers, shareholders and the community. In light of the novel coronavirus outbreak (COVID-19) and consistent with the latest guidance from public health and government authorities, this year’s Meeting will be available to our shareholders in a virtual format, by way of a live webcast. While we will also be holding the Meeting at the address noted above, the Corporation strongly encourages all shareholders to vote their shares in advance of the Meeting and to attend the Meeting via videoconference at https://global.gotomeeting.com/join/940692661 - rather than attending in person. You can also dial in using the following numbers: In Canada dial 1 (647) 497 9391 and in the United States dial 1 (571) 317-3129 and use access code 940-692-661. The Board and management will address the Meeting and Shareholders will be able to listen and ask questions at the meeting in real time via the Internet. Voting in advance of the Meeting in accordance with the instructions set out on your form of proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference will help safeguard your health and the health of the Corporation’s personnel and the community generally.

We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to attend the Meeting Virtually and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

Information relating to the matters to be dealt with at the Meeting is set forth in the Information Circular which accompanies this notice of meeting.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also accompanying this notice is a form of Proxy. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on August 9, 2019 will be entitled to receive notice of and vote at the Meeting.

It is important that your common shares are represented at the Meeting. A Shareholder may attend the Meeting in person or may be represented by proxy. If you are unable to attend in person, please fill in, sign and return the enclosed instrument of proxy in the envelope provided for that purpose.

Proxies, to be valid, must be deposited at the office of TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1, not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment of the Meeting.

DATED at Toronto, Ontario, this 13[th] day of November, 2020.

BY ORDER OF THE BOARD

(signed) “Jeffrey J. Reeder” JEFFREY J. REEDER

Chief Executive Officer and Chairman