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Total Metals Corporation Proxy Solicitation & Information Statement 2020

Feb 5, 2020

44200_rns_2020-02-05_2f0d1b49-ee9e-4077-b04d-70a4f3df4210.pdf

Proxy Solicitation & Information Statement

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BRIGADIER GOLD LIMITED 300 Bellevue Centre, 235 – 15th Street West Vancouver, BC V7T 2X1

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the " Meeting ") of Brigadier Gold Limited (the " Corporation ") will be held at 300 Bellevue Centre, 235 - 15[th] Street, West Vancouver, BC, V7T 2X1 on the 27[th] day of February, 2020 at 10:00 a.m. (Vancouver time) for the following purposes:

  • �� to consider and, if deemed advisable, pass a resolution approving the Omnibus Equity Incentive� Plan of the Corporation, as more particularly described in the accompanying management� information circular of the Corporation dated January 29, 2020 (the " Circular ");

  • �� to consider and, deemed advisable, to pass, with or without variation, a special resolution� substantially in the form of the resolution set out in the Circular approving a change of the name of� the Corporation from "Brigadier Gold Limited" to "Canrim Growth Group Inc." or such other name� as may be selected by the Board of Directors of the Corporation, and an amendment to the Articles� of the Corporation in connection therewith;

  • �� to consider and, if deemed advisable, to approve, with or without variation, a special resolution, the� full text of which is set forth in the Circular, to approve a consolidation of the Corporation's� common shares on the basis of one (1) post-consolidation common share for up to every one and� one-half (1.5) pre-consolidation common shares outstanding;

  • �� to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the� full text of which is set forth in the Circular, approving the continuance of the Corporation from� the Business Corporations Act (Ontario) to the Business Corporations Act (British Columbia) (" BCBCA ") and the adoption of new articles under the BCBCA;

  • �� to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution,� substantially in the form of the resolution set out in the Circular approving a voluntary delisting of� the Corporation's common shares from the TSX Venture Exchange and a new listing of such� common shares on the Canadian Securities Exchange;

  • �� to appoint Davidson & Company LLP, Chartered �������������Accountants, as the auditor of the Corporation�for the ensuing year and to authorize the directors to fix the auditor's remuneration;

  • �� to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution,� substantially in the form of the resolution set forth in Circular, approving a change of business of� the Corporation from a "mining company" to an "investment holding company" as more� particularly described in the Circular; and

  • �� to transact such further or other business as may properly come before the Meeting or any� adjournment thereof.

This notice is accompanied by a form of proxy, a management information circular, and a supplemental mailing list form.

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy so that as large a representative as possible may be had at the Meeting. To be valid, the proxy must be received by TSX Trust Company before 10:00 a.m. (Vancouver time) February 25, 2020 or delivered to the chairman on the day of the Meeting or any adjournment thereof.

DATED at Vancouver, British Columbia as of the 29[th] day of January, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF BRIGADIER GOLD LIMITED

Per: (signed) "Ranjeet Sundher" Ranjeet Sundher President, Chief Executive Officer and Director