REGULUS RESOURCES INC. — AGM Information 2020

Nov 9, 2020

REGULUS RESOURCES INC.

Notice of Annual General and Special Meeting of Shareholders

TO: THE SHAREHOLDERS OF REGULUS RESOURCES INC.

TAKE NOTICE that the annual general and special meeting (the “ Meeting ”) of the shareholders of Regulus Resources Inc. (the “ Corporation ”) will be held at the offices of Dentons Canada LLP, 15th Floor Bankers Court, 850 – 2nd Street S.W., Calgary, Alberta T2P 0R8 on the 7[th] day of December, 2020 at 10:00 a.m. (Calgary time) for the following purposes:

1. to receive and consider the financial statements of the Corporation for the year ended September 30, 2019, and the auditors’ report thereon;

2. to fix the number of directors to be elected at the Meeting at seven (7) members;

3. to consider and, if thought appropriate, to pass an ordinary resolution electing seven (7) directors of the Corporation;

4. to consider and, if thought appropriate, to pass an ordinary resolution appointing the auditors of the Corporation and authorizing the directors to fix their remuneration as such;

5. to consider and if thought appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation’s share option plan, all as more particularly described in the accompanying Information Circular - Proxy Statement of the Corporation dated October 30, 2020 (the “ Information Circular – Proxy Statement ”); and

6. to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular – Proxy Statement which accompanies and forms part of this Notice.

Shareholders of the Corporation who are unable to attend the Meeting in person are requested to date and sign the enclosed instrument of proxy (the “Instrument of Proxy”) and to mail it to or deposit it with Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, by facsimile to (866) 249-7775 (toll free), by internet at www.investorvote.com or by telephone by calling (866) 732-8683 (toll free). In order to be valid and acted upon at the Meeting, forms of proxy must be received at the aforesaid address or fax not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment thereof. Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder’s risk.

The conference number below has been provided to enable Shareholders to participate in a voice only conference call for the Meeting:

Dial-in toll-free: 855 703 8985 (Canada); 877 853 5247 (United States); International Dial In Numbers (toll): +1 778 907 2071 Meeting ID: 974 637 6170 Participant Code: 365146

At the date of this Notice and the accompanying Information Circular – Proxy Statement, it is the intention of Management of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of the current COVID-19 crisis. 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 to attend the meeting in person. A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who do wish to attend the Meeting in person are asked to follow the instructions of the federal Public Health Agency of Canada, and all regional health authorities of the Province of Alberta. 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 to/from outside of Canada within the 21 days immediately prior to the Meeting. All Shareholders are 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 Information Circular – Proxy Statement accompanying this Notice. Shareholders are invited to listen to the Meeting via teleconference if they wish (call in details above).

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The Board of Directors of the Corporation has fixed the record date for the Meeting at the close of business on October 30, 2020 (the “ Record Date ”). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he or she owns such shares, demands, not later than 10 days before the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

In the event of a strike, lockout or other work stoppage involving postal employees, all documents required to be delivered by a shareholder of the Corporation should be delivered by facsimile to Computershare Trust Company of Canada at (866) 2497775 (toll free).

DATED this 30[th] day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ John E. Black ” John E. Black Chief Executive Officer