Ridgeline Minerals Corp. — AGM Information 2021

Jul 23, 2021

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, August 19, 2021

-AND-

MANAGEMENT INFORMATION CIRCULAR

-OF-

RIDGELINE MINERALS CORP.

July 16, 2021

Neither the TSX Venture Exchange not any securities regulatory authority has in any way passed upon the merits of any matter set out in this Information Circular.

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NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF RIDGELINE MINERALS CORP.

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders (each a “ Shareholder ”) of Ridgeline Minerals Corp. (the “ Company ”), will take place on Thursday, August 19, 2021, at 10:00 a.m. (Vancouver Time) (the “ Meeting ”) for the purpose of:

1. receiving and considering the audited financial statements of the Company for the year ended December 31, 2020, together with the auditors’ report thereon;

2. appointing Davidson & Company LLP, Chartered Professional Accountants of Vancouver, British Columbia, as the Company’s auditors for the ensuing year and authorizing the directors to fix their remuneration;

3. setting the number of directors at five (5);

4. electing the directors of the Company for the ensuing year;

5. considering, and if advisable, re-approving an ordinary resolution approving the Company’s 10% rolling stock option plan;

6. considering, and if advisable, re-approving an ordinary resolution approving the Company’s long term incentive plan; and

7. transacting such other business as may properly come before the Meeting or any adjournment thereof.

The Meeting will be deemed to be held at the Company’s head office located at 1650 – 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 Canada; however, the Meeting will be held in a virtual setting by dial in at 1-877-407-2991 (Event 14) (toll free North America) or 201-389-0925 (Event 14) (International) and instructions will be provided as to how Shareholders entitled to vote at the Meeting may participate and vote at the Meeting.

Due to the continually evolving global COVID-19 public health emergency and in consideration of the health and safety of our Shareholders, colleagues and our broader community, the Meeting will be held in a virtual meeting format only despite the deemed location set forth above. This means that Shareholders will not be able to attend the Meeting physically. A virtual-only meeting format is being adopted in response to the COVID-19 situation to enfranchise and give all Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing as a result of COVID-19.

The Information Circular also provides additional information relating to the matters to be dealt with and voted upon at the Meeting and is deemed to form part of this Notice of Meeting. Please see the section heading “ Particulars of Matters to be Acted Upon ” in the Information Circular for full particulars.

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All registered shareholders as at July 15, 2021 (the “ Record Date ”) are entitled to attend and vote at the Meeting in person or by proxy. Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of proxy and to return it to Computershare Investor Services Inc., 510 Burrard Street, 3[rd] Floor, Vancouver, British Columbia, V6C 3B9 (according to the instructions on the proxy) , at least 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, being 10:00 a.m. (Vancouver time) on Tuesday, August 17, 2021 , unless the chairman of the Meeting elects to exercise his or discretion to accept proxies received subsequently. If a shareholder does not deliver a proxy in accordance with these instructions or to the presiding officer of the Meeting, then the shareholder will not be entitled to vote at the Meeting by proxy.

Non-registered shareholders as at the Record Date who receive this notice and accompanying information circular from their broker or other intermediary should complete and return the proxy or voting instruction form in accordance with the instructions provided with it. Completed voting instruction forms must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, being 10:00 a.m. (Vancouver time) on Tuesday, August 17, 2021 , unless the chairman of the Meeting elects to exercise his or discretion to accept proxies received subsequently . Failure to do so may result in the shares of the non-registered Shareholders not being eligible to be voted at the Meeting. An information circular, a form of proxy and voting instruction form accompany this Notice of Meeting.

DATED at Vancouver, British Columbia, this 16[th] day of July 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“ Chad Peters ”

Chad Peters President, CEO & Director