SILVER SPRUCE RESOURCES INC. — AGM Information 2023

Mar 29, 2023

SILVER SPRUCE RESOURCES INC.

EXECUTIVE OFFICE

Suite 440, 1600 Bedford Highway

Bedford, NS B4A 1E8

NOTICE OF AN ANNUAL, GENERAL AND SPECIAL MEETING OF COMMON SHAREHOLDERS OF SILVER SPRUCE RESOURCES INC.

NOTICE IS HEREBY GIVEN THAT the Annual, General and Special Meeting of holders of common shares of Silver Spruce Resources Inc. (the "Corporation") will be held at Suite 440, 1600 Bedford Highway, Bedford, NS, at 2:00 p.m., on April 20, 2023, for the following purposes.

1. To receive the audited financial statements of the Corporation, for the fiscal year ended October 31, 2022.
2. To elect the board of directors for the ensuing year.
3. To appoint Grant Thornton LLP, as the auditors of the Corporation for the ensuing year and to authorize the board of directors to fix their remuneration.
4. To consider and if thought appropriate to approve the Stock Option Plan.
5. To transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof.

DATED at the City of Bedford, in the Province of Nova Scotia, this 10th day of March 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael Kinley"

MICHAEL KINLEY

CEO

IMPORTANT

It is desirable that as many shares as possible be represented at the meeting. If you do not expect to attend and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible. All proxies, to be valid, must be deposited at the office of the Registrar and Transfer Agent of the Corporation, TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, at least forty-eight (48) hours prior to the meeting or any adjournment thereof.