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Tajiri Resources Corp. AGM Information 2021

Jan 11, 2021

46336_rns_2021-01-11_1b41fd16-2f39-489d-b5e1-af05c7a4bf9a.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2020 annual general and special meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of Tajiri Resources Corp. (the “ Company ”) will be held at the 29th Floor, 595 Burrard Street, Vancouver, British Columbia on Friday, February 5, 2021, at 11:00 a.m. (Pacific time), for the following purposes:

  1. to receive the audited consolidated financial statements of the Company for the financial year ended April 30, 2020, together with the auditors’ report on those financial statements;

  • to elect directors of the Company for the ensuing year;
  1. to appoint De Visser Gray LLP Chartered Professional Accountants, as the auditors of the Company for the next fiscal year at the remuneration fixed by the board of directors of the Company;

  2. to approve the Company’s stock option plan;

  3. to consider, and, if deemed advisable to pass, with or without variation, a resolution (the “ Acquisition Resolution ”), the full text of which is set forth in Schedule A to the accompanying management information circular, to approve the Company’s purchase of certain mineral property interests in Guyana from non-arm’s length parties, as more particularly described in the information circular; and

  4. to transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

Accompanying this Notice is an Information Circular dated January 4, 2021, a form of proxy or voting instruction form and a reply card for use by shareholders who wish to receive the Company’s interim and/or annual financial statements. The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

To be effective, the Acquisition Resolution must be approved by a simple majority of the votes cast by disinterested Shareholders present in person or represented by proxy at the Meeting.

The directors of the Company have fixed the close of business on January 4, 2021 as the record date (the “ Record Date ”) for the determination of the Shareholders entitled to receive notice of, and to vote at, the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy, as described in the information circular under the heading “ General Proxy Information ”. Only Shareholders whose names have been entered in the register of Shareholders (the “ Registered Shareholders ”) as of the close of business on the Record Date, or the persons they appoint as their proxies, are entitled to receive notice of, attend and vote at the Meeting. For information with respect to shareholders who own their common shares beneficially through an intermediary, see “ General Proxy Information – Beneficial Shareholders ” in the accompanying information circular.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy or on the voting instruction form provided to you by your broker, investment dealer or other intermediary as soon as possible. To be included at the Meeting, your voting instructions must be received by 10:00 a.m.

(Pacific time) on February 3, 2021 (or on the second to last Business Day prior to any reconvened Meeting in the event of an adjournment of the Meeting).

Registered Shareholders who are unable to attend the meeting in person are requested to complete, sign and date the enclosed form of proxy and mail it or deposit it with the Company’s transfer agent, Olympia Trust Company., PO Box 128, STN M, Calgary, Alberta, T2P 2H6, Attn: Proxy Dept, deliver it by fax to 403.668.8307 or over the Internet at [email protected].

If you are a Beneficial Shareholder (as defined in the information circular), please note that any voting instruction form provided to you by your broker, investment dealer or other intermediary may require that you submit the voting instruction form at an earlier time in accordance with the instructions therein.

The Company reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy. If you received a voting instruction form, you hold your common shares through a broker, investment dealer or other intermediary and must provide your instructions as specified in the voting instruction form in sufficient time for the broker, investment dealer or other intermediary to act on them prior to the proxy deadline.

ON BEHALF OF THE BOARD OF DIRECTORS

Graham Keevil

Graham Keevil Chief Executive Officer

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a nonregistered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the Request for Voting Instructions.