NOTICE OF ANNUAL AND SPECIAL MEETING TAKE NOTICE that the annual and special meeting (the “ Meeting”) of the shareholders of Eagle Plains Resources Ltd. (the
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EAGLE PLAINS RESOURCES LTD.
Suite 200, 44 – 12th Avenue South
Cranbrook, British Columbia V1C 2R7
NOTICE OF ANNUAL AND SPECIAL MEETING
TAKE NOTICE that the annual and special meeting (the “ Meeting”) of the shareholders of Eagle Plains Resources Ltd. (the
“Corporation”) will be held at Suite 200, 44 – 12th Avenue South in Cranbrook, British Columbia on December 7, 2023 at 10:00
a.m. (MST local time) for the purposes of:
1. receiving and considering the audited financial statements of the Corporation for the year ended December 31, 20 22, and the
report of its auditors;
2. electing the directors for the ensuing year;
3. appointing auditors for the ensuing year;
4. approving the Corporation’s Stock Option Plan, as more particularly described in the Information Circular;
5. transacting such other business as may properly come before the said meeting or any adjournment thereof.
The Information Circular contains details of matters to be considered at the Meeting under the section heading “ Particulars of
Matters to be Acted Upon ”. The Meeting will also consider any permitted amendment to, or variation of, any matter identified in
the Notice and transact such other business as may properly come before the Meeting or any adjournment thereof.
The Corporation has elected to use the notice-and-access provisions under National Instrument 54 -101 and National Instrument
51-102 (the “Notice-and-Access Provisions”) for the Meeting. The Notice -and-Access provisions are a relatively new set of rules
developed by the Canadian Securities Admin istrators that reduce the volume of materials that must be physically mailed to
Shareholders by allowing the Corporation to post the Information Circular and any additional materials online. Shareholders w ill
still receive this Notice of Meeting and a form of proxy and may choose to receive a paper copy of the Information Circular. The
Corporation will not use the procedure known as ‘stratification’ in relation to the use of Notice -and-Access Provisions.
Stratification occurs when a reporting issuer using t he Notice-and-Access Provisions provides a paper copy of the Information
Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the require d
documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.
Please review the Information Circular carefully and in full prior to voting as the Information Circular has been prepared
to help you make an informed decision on the matters to be acted upon . The Information Circular is available on the
Corporation’s website at:
https://www.eagleplains.com/eplinfocircular2023
and under the Corporation’s profile on SEDAR at www.sedar.com. Any shareholder who wishes to receive a paper copy of
the Information Circular, should contact the Corporation at Suite 200, 44 -12th Avenue South, Cranbrook, British
Columbia, V1C 2R7, or by facsimile to 250 -426-6899 or toll free at 1 -866-486-8673. Shareholders may also use the toll -free
number noted above to obtain additional information about the Notice-and-Access Provisions.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many shareholders of the Corporation, as a
substantial number of shareholders do not hold Common Shares in their own name. Shareholders who do not hold their
Common Shares in their o wn name (referred to as "Beneficial Shareholders ") should note that only proxies deposited by
shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be
recognized and acted upon at the Meeting. If s hares are listed in an account statement provided to a shareholder by a broker, then,
in almost all cases, those shares will not be registered in the shareholder's name on the records of the Corporation. Such sh ares will
more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of
such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, whi ch
acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or
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against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its age nts and
nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that
instructions respecting the voting of their Common Shares are communicated to the appropriate person.
Applicable regulatory policy requires intermediaries/brok ers seek voting instructions from Beneficial Shareholders in advance of
shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to
clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting.
The majority of the brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solut ions
Inc. ("Broadridge"). Broadridge typically uses its own voting instruction form, mails those forms to the Beneficial Shareholders
and asks Beneficial Shareholders to either return the voting instruction form to Broadridge or alternatively provide voting
instructions by utilizing an internet on -line or automated telephone system. Broadridge then tabulates the results of all instructions
received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial
Shareholder receiving a voting instruction form f rom Broadridge cannot use that voting instruction form to vote Common
Shares directly at the Meeting. The voting instruction form must be returned to Broadridge not later than forty -eight (48)
hours (excluding Saturdays, Sundays and statutory holidays) pri or to the time set for the Meeting or any adjournment of
the Meeting (the "Proxy Deadline"), failing which such votes may not be counted.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Sh ares
registered in the name of his broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxy holder
for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the
Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names i n
the blank space on the voting instruction form provided to them and return the same to their broker (or the broker's agent) i n
accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.
ADVICE TO REGISTERED SHAREHOLDERS
Shareholders who hold their Common Shares in their own name (referred to as " Registered Shareholders ") may attend the
Meeting in person or may be represented by proxy. If you are unable to attend the Meeting in person, please complete, date an d
sign the fo rm of proxy provided by the Corporation and return it, in the envelope provided, to Proxy Department, TSX Trust
Company, PO Box 721, Agincourt, Ontario, M1S 0A1, or by email to [email protected] , or by facsimile to 416 -368-2502
(Toll Free:1-866-781-3111 Canada & US Only), so that it is received not later than the Proxy Deadline failing which such votes
may not be counted.
In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Beneficial Shareholder or
Registered Shareholder in time for such shareholder to review the Information Circular and return a voting instruction form o r
proxy prior to the Proxy Deadline, it is strongly suggested that a shareholder ensure their request is received no later than
November 10, 2023.
DATED this 18th day of October 2023.
BY ORDER OF THE BOARD
“Timothy J. Termuende “
Timothy J. Termuende,
President and Chief Executive Officer