SILVER SPRUCE RESOURCES INC.

1300-1969 Upper Water Street, Halifax, NS B3J 3R7

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT:

The annual and special meeting (" Meeting ") of the shareholders (" Shareholders ") of Silver Spruce Resources Inc. (" Corporation ") will be held at the offices of McInnes Cooper, Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, on Tuesday, October 29, 2024 at 2:00 p.m. (Atlantic Time) for the following purposes:

(a) to receive the financial statements of the Corporation for the year ended October 31, 2023, together with the report of the auditor thereon. No vote by Shareholders with respect thereto is required or proposed to be taken;
(b) to elect directors of the Corporation for the forthcoming year;
(c) to appoint the auditor of the Corporation for the forthcoming year and to authorize the directors to fix the auditor's remuneration;
(d) to consider, and if deemed advisable, to approve the amended and restated stock option plan in the form attached as Appendix "A" to the management information circular accompanying and forming part of this notice of meeting (" Circular ");
(e) to consider, and if deemed advisable, pass a special resolution granting the board of directors of the Corporation the authority to implement a consolidation of the Corporation’s common shares on the basis of one (1) new common share for every fifteen (15) existing common shares; and
(f) to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Circular.

Only Shareholders of record as of the close of business on Thursday, September 19, 2024, are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting as a Registered Shareholder , please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend the Meeting. Sending your proxy will not prevent you from voting at the Meeting. All proxies completed by Registered Shareholders must be received by the Corporation's transfer agent, TSX Trust Company, not later than Friday, October 25, 2024 at 2:00 p.m. (Atlantic Time) . A Registered Shareholder must return the completed proxy to TSX Trust Company, as follows:

(a) by mail in the enclosed envelope;
(b) by the Internet as described on the enclosed proxy; by registered mail , by hand or by courier to the attention of TSX Trust Company Proxy Department, PO Box 721, Agincourt, Ontario, M1S 0A1;
(c) by fax to 416-595-9593; or
(d) scan and email to [email protected].

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found on page 3 of the attached Circular.

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If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted you should sign and return all proxies and voting instruction forms that you receive.

Dated at Halifax, Nova Scotia, as of the 23[rd] day of September, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "J. Gregory Davison" Vice President, Exploration and Director

AI assistant

SILVER SPRUCE RESOURCES INC. AGM Information 2024

44626_rns_2024-10-01_fc69d852-c69e-45f3-9f9c-7555cb3f21c6.pdf