Tarku Resources Ltd. — AGM Information 2021

Feb 9, 2021

TARKU RESOURCES LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that in order to comply with the measures imposed by the federal and provincial governments in the context of the COVID-19 pandemic, and in order to mitigate the risks for the health and safety of our communities, shareholders, employees and other stakeholders, the annual meeting (the “Meeting”) of shareholders of Tarku Resources Ltd. (the “Corporation”) will be held in virtual format only via conference call. Registered shareholders, proxyholders and appointees will all have an equal opportunity to participate at the Meeting online, regardless of their geographic location. However, the vast majority of shareholders vote by proxy in advance, and you are encouraged to vote by proxy ahead of the Meeting.

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of shareholders of Tarku Resources Ltd. (the " Corporation ") will be held via a conference call (shareholders must compose the following number : Meeting ID: 899 0291 8204 Passcode: 479333 Dial by your location (Canada), 1-587-328-1099, 1-647 374-4685, 1-647-558-0588, 1-778-907-2071, 1-204-272-7920, 1-438-809-7799, on March 9, 2021 at 11:00 a.m. (Montreal time), for the following purposes:

1. to present to shareholders the financial statements of the Corporation for the year ended September 30, 2020, as well as the related auditor’s report;

2. to elect the directors of the Corporation;

3. to appoint the auditor of the Corporation and to authorize the Board of Directors to fix its remuneration;

4. to consider and, if deemed advisable, adopt a resolution to ratify and confirm the stock option plan of the Corporation;

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the issuance of up to 5,275,000 common shares of the Corporation to 2176423 Ontario Ltd., a company controlled by Mr. Eric Sprott, on the exercise of a convertible debenture previously issued to 2176423 Ontario Ltd., which could result in a new “Control Person” of the Corporation, as such term is defined in the policies of the TSX Venture Exchange, as more particularly set out in the accompanying Circular ;

6. to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Continuance Resolution”), the full text of which is set out in Appendix B to the accompanying management information circular (the “Information Circular”), approving the continuance of the Corporation (the “Continuance”) into the federal jurisdiction of Canada under the Canada Business Corporations Act (the “CBCA”) and the repeal and replacement of the existing by-laws of the Corporation with a new By-Law upon completion of the Continuance;

7. to transact such other business that may properly come before the Meeting.

Pursuant to section 191 of the Business Corporations Act (Alberta), registered holders of common shares of the Corporation will have the right to dissent in respect of the Continuance Resolution and, if the Continuance becomes effective, to be paid by the Corporation the fair value of the common shares in respect of which a Registered Shareholder exercises such dissent right, determined as of the close

• 2 -

of business on the last business day before the day on which the Continuance Resolution was adopted. If a Registered Shareholder wishes to dissent with respect to the Continuance Resolution, a written notice of dissent must be received by the Corporation, at or before the Shareholders’ Meeting.

The attached management proxy circular includes supplementary information on the matters to be dealt with at the Meeting and, as such, is an integral part of this Notice.

Montreal (Québec) February 4, 2021

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Julien Davy President and Chief Executive Officer