US Copper Corp — AGM Information 2023

Jun 8, 2023

US COPPER CORP

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders of the common shares (collectively, the “Shareholders” or individually, a Shareholder”) of US Copper Corp. (the “Corporation”) will be held at the offices at 217 Queen St. W., Suite #401, Toronto, ON M5V 0R2 on Wednesday, July 5, 2023, at the hour of 10:00 a.m. (Toronto time) for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2022 and 2021, together with the report of the auditor thereon;
2. to fix the number of directors at six (6);
3. to elect the directors of the Corporation;
4. to consider and, if deemed advisable, to pass, with or without variation, a resolution to re-appoint A Chan and Company LLP, as auditors of the Corporation and to authorize the directors to fix the auditors’ remuneration and the terms of their engagement;
5. to ratify and approve the current Stock Option Plan of the Corporation which fixes the maximum aggregate number of shares reserved for issuance under the Plan at 10% of the issued and outstanding common shares of the Corporation from time to time;
6. to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting.

To be effective, the Proxy must be completed, dated, signed and returned within the time limits and in accordance with the instructions set out in the Notes. As stated in the Notes, the enclosed Proxy is solicited by or on behalf of management of the Company, and the persons named as proxyholder are directors and/or officers of the Company, or nominees selected by management. You may appoint another to represent you at the Meeting by striking out the names of the persons therein and inserting, in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Toronto, Ontario this 31st day of May, 2023.

By Order of the Board of Directors of US Copper Corp.

“Stephen Dunn”

Chairman of the Board

330 Zeller Dr., Kitchener, Ontario N2A 0B5 T: (416) 361-2827