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Titan Mining Corporation AGM Information 2021

Jun 1, 2021

47474_rns_2021-06-01_b1e9299f-dc70-4466-a105-ea0b3afc62db.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 2021

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of Titan Mining Corporation (the “ Company ”) will be held at Suite 555, 999 Canada Place, Vancouver, BC, on Wednesday, June 30, 2021, at 10:00 a.m. (Vancouver time), for the following purposes:

  1. To receive the consolidated audited financial statements of the Company for the year ended December 31, 2020, together with the Auditors’ report thereon;

  2. To appoint Ernst & Young, LLP, Chartered Accountants as Auditor until the next annual meeting, and to authorize the directors to fix their remuneration;

  3. To fix the number of directors at six;

  4. To elect directors of the Company for the ensuing year;

  5. To approve the Company’s Option Plan;

  6. To approve the Company’s RSU Plan;

  7. To amend the articles of the Company to allow for consolidations and subdivisions of the Company’s shares to be effected by board resolution; and

  8. To transact such other business as many properly come before the Meeting or any adjournment thereof.

Accompanying this Notice of Meeting is a Management Information Circular, which provides additional information relating to the business to be conducted at the Meeting, a form of proxy (the “ Proxy ”) or voting instruction form (the “ VIF ”), and a form whereby Shareholders may request that the Company’s annual and/or interim financial statements and corresponding management’s discussion and analysis be mailed to them.

Due to the ongoing COVID-19 pandemic and provincial and federal guidance regarding public gatherings, shareholders and proxyholders are encouraged not to attend the Meeting in person in order to mitigate potential risks to the health and safety of shareholders, employees, and the community. There will be strict limitations on the number of persons permitted entry to the physical meeting location and guests will not be permitted entry. We strongly recommend that all shareholders vote by Proxy or VIF in advance of the Meeting date.

The board of directors of the Company has fixed a record date as of the close of business on May 21, 2021 for the purpose of determining the Shareholders of record that will be entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

Proxies are being solicited by management of the Company. Registered Shareholders who are unable to be present in person at the Meeting are requested to date, complete and sign the enclosed Proxy and return it in the addressed envelope provided for that purpose (or use the communication means provided in the Proxy). To be valid, the completed Proxy must be deposited with the Company’s transfer agent, Computershare Investor Services Inc. (the “Transfer Agent”) at the following address: Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1 not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof.

If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting.

Dated as of May 27, 2021

BY ORDER OF THE BOARD OF DIRECTORS

“Donald R. Taylor” DONALD R. TAYLOR Chief Executive Officer

The enclosed materials are being sent to both registered and non-registered Shareholders. If you are a non-registered Shareholder and the Company or its agents have sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your Common Shares on your behalf.

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