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Surge Copper Corp. AGM Information 2022

Aug 16, 2022

45134_rns_2022-08-16_05294108-293d-41cc-ae3f-59d3aedd79e9.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the “ Meeting ”) of shareholders of Surge Copper Corp. (the “ Company ”) will be held via teleconference on Wednesday, September 21, 2022 at 10:00 a.m. (Vancouver Time), for the following purposes:

  1. to receive and consider the audited consolidated financial statements of the Company for its fiscal year ended March 31, 2022, together with the auditor’s report thereon;

  2. to set the number of directors at seven (7);

  3. to elect directors of the Company for the ensuing year;

  4. to re-appoint DeVisser Gray LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

  5. to consider and, if thought fit, approve an ordinary resolution to confirm and approve the Company’s Share Compensation Plan, as more particularly described in the accompanying management information circular, for continuation during the ensuing year;

  6. to consider and, if thought fit, approve an ordinary resolution to confirm and approve the grant or award of options, RSUs and DSUs, as more particularly described in the accompanying management information circular, and

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

In light of the ongoing COVID-19 pandemic and in order to mitigate potential risks to the health and safety of our shareholders, employees, communities, and other stakeholders, the Company is conducting the Meeting via teleconference. Registered shareholders and validly appointed proxyholders may attend the Meeting by calling the following toll-free number: 1-888-884-4538. All callers will be prompted to enter the following passcode upon entering the teleconference: 917-2180. Meeting participants are requested to read the notes in the enclosed form of proxy (the “Proxy”) and then to complete, sign, and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in this circular. Meeting participants will not be eligible to vote at the teleconference Meeting.

The details of all matters proposed to be put before shareholders at the Meeting are set forth in the management information circular (the “ Information Circular ”) accompanying this Notice of Meeting. At the Meeting, shareholders will be asked to approve each of the foregoing items. Shareholders are reminded to review all information contained in the Information Circular prior to voting.

CAN: 41264110.16

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Notice and Access

The Company is using the notice and access procedure (“ Notice and Access ”) adopted by the Canadian Securities Administrators for the delivery of the Information Circular. This alternative means of delivery is more environmentally friendly as it will help reduce paper use and mitigate the Company’s printing and mailing costs. Under Notice and Access, shareholders are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote at the Meeting. However, instead of receiving paper copies of the Information Circular, shareholders receive this notice of Meeting and a Notice and Access notification which contains information about how to access the Information Circular.

For more information about Notice and Access procedures, please call toll-free at: 1-888-500-4587.

Websites Where Meetings Materials are Posted

Under Notice and Access, the Company will deliver applicable Meeting materials to shareholders by posting the Meeting materials at http://www.envisionreports.com/SurgeAGM2022

The Meeting materials will be available on this website as of August 16, 2022 and will remain on the website for one full year thereafter. The Meeting materials will also be available under the Company’s profile on SEDAR at www.sedar.com as of August 16, 2022.

How to Obtain Paper Copies of Meeting Materials

Shareholders will receive a Notice and Access notification which will contain information on how to obtain electronic and paper copies of the Meeting materials in advance of the Meeting. Shareholders who wish to receive paper copies of the Meeting materials may request copies from the Company by sending written notice to Suite 888, 700 West Georgia Street, Vancouver, British Columbia V7Y 1G5, or by fax to (604) 662-3791; or by telephone call to the Company at (604) 718-5454 or toll-free: 1-888-500-4587; or by email to the Company at [email protected]. Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than September 11, 2022.

Record Date

The directors of the Company have fixed August 9, 2022 as the record date for the Meeting (the “ Record Date ”). Only shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof.

Proxies

If you are a registered shareholder of the Company and unable to attend the Meeting via teleconference, please exercise your right to vote by completing and returning the accompanying form of proxy and deposit it with Computershare Trust Company of Canada. Proxies must be completed, dated, signed, and returned to Computershare Trust Company of Canada, Proxy Department, at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 by 10:00 a.m. (Vancouver time) on September 19, 2022, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the date to which the Meeting is adjourned or postponed. Telephone voting can be completed at 1- 866-732-8683, voting by fax can be sent to 1-866-249-7775 or 416-263-9524 and Internet voting can be completed at www.investorvote.com.

CAN: 41264110.16

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If you are a non-registered shareholder, please follow the instructions from your bank, broker, or other financial intermediary for instructions on how to vote your shares.

DATED at Vancouver, British Columbia, August 9, 2022.

BY ORDER OF THE BOARD

“Leif Nilsson”

Leif Nilsson Chief Executive Officer

CAN: 41264110.16