TORR METALS INC — AGM Information 2021

Aug 11, 2021

DURO METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Shares ”) of DURO METALS INC. (the “ Corporation ”) will be held at 10545 – 45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9 on Wednesday, September 1, 2021 at 11:00 a.m. (MST) for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial years ended April 30, 2020 and the period from incorporation on July 18, 2018 to April 30, 2019, together with the auditors' report thereon;

2. to fix the number of directors of the Corporation (the “ Board ”) at six (6) members;

3. to elect the directors for the ensuing year;

4. to appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as auditors of the Corporation and to authorize the Board to fix the auditors' remuneration;

5. to consider and, if thought advisable, to approve, with or without amendment, an ordinary resolution, to ratify and re-approve the Corporation’s stock option plan, as more particularly described in the Corporation’s management information circular dated July 26, 2021 (the “ Information Circular ”);

6. to consider and, if thought advisable, to approve a special resolution authorizing the Board to amend the Articles of Incorporation anytime over the next 12 months following the Meeting to change the name of the Corporation to any such name deemed appropriate by the Board and as may be acceptable to the TSX Venture Exchange and Alberta Corporate Registries;

7. to consider and, if thought advisable, to approve a resolution authorizing the Board to complete a consolidation of the Shares in the capital of the Corporation on the basis of one (1) post-consolidation Share for 1.4538 pre-consolidation Shares anytime over the next 12 months, as more particularly described in the accompanying Information Circular;

8. to consider and, if thought advisable, to approve a resolution authorizing the Board to to continue the corporate existence of the Corporation from the Alberta Business Corporation Act to the British Columbia Business Corporations Act anytime over the next 12 months, as more particularly described in the accompanying Information Circular; and

9. to transact such other business as may properly be brought before the Meeting, or any adjournment(s) thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which accompanies this Notice of Meeting.

Each person who is a Shareholder of record at the close of business on July 26, 2021 (the “ Record Date ”), will be entitled to notice of, and to attend and vote at the Meeting provided that, to the extent a Shareholder as of the Record Date transfers the ownership of any Shares after such date and the transferee of those Shares establishes that the transferee owns the Shares and demands, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Shares at the Meeting.

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NOTE OF CAUTION Concerning COVID-19 Outbreak

At the date of this Notice and the accompanying Information Circular, it is the intention of the Corporation to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus (COVID-19) outbreak (“ COVID-19 ”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and NOT ATTEND THE MEETING IN PERSON . Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-diseasecovid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Alberta, including the Alberta Health Services, and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Management Information Circular accompanying this Notice.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 21 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation’s profile on SEDAR prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting Proxy Materials.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

In order to be valid and acted upon at the Meeting, proxies must be received not later than 11:00 a.m. (MST) on August 30, 2021 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time for holding the Meeting or any postponement(s) or adjournment(s) thereof. Failure to so deposit a form of proxy will result in its invalidation. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline.

Shareholders who are unable to attend the Meeting in person are requested to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and forward it in the enclosed envelope to Odyssey Trust Company, 1230 – 300 5[th] Avenue SW, Calgary, Alberta T2P 3C4, by e-mail (proxy@odysseytrust.com), by fax to 1-800-517-4553 or by internet (https://login.odysseytrust.com/pxlogin) and provide your 12 digit control number located on the form of proxy accompany this Information Circular, not later than 11:00 a.m. (MST) on Monday, August 30, 2021 , or 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement or any adjournment of the Meeting, in order for such proxy to be used at the Meeting, or any adjournment(s) thereof.

The form of proxy confers discretionary authority with respect to: (a) amendments or variations to the matters of business to be considered at the Meeting; and (b) other matters that may properly come before the Meeting. As at the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set out in this Notice of Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Management Information Circular carefully before submitting the form of proxy.

Dated at Edmonton, Alberta, July	26,	2021.	BY ORDER OF THE BOARD OF DIRECTORS
			(Signed)"Sean Mager"
			Sean Mager,
			President and Chief Executive Officer
			Duro Metals Inc.

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