GATLING EXPLORATION INC.

NOTICE OF MEETING OF SECURITYHOLDERS

TO BE HELD MAY 13, 2022

NOTICE IS HEREBY GIVEN that, pursuant to an order (the "Interim Order") of the Supreme Court of British Columbia dated April 11, 2022, a Meeting (the "Gatling Meeting") of the shareholders and optionholders (''Gatling Securityholders") of Gatling Exploration Inc. (''Gatling") will be held at the offices of Gatling located at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 at 9:00 a.m. (Vancouver time) on Friday, May 13, 2022 for the following purposes:

  • (a) to consider and, if thought fit, to pass, with or without variation, the special resolutions (the "Arrangement Resolutions"), the full text of which are set forth in Appendix A to the accompanying management information circular of Gatling dated April 11, 2022 (the "Circular"), to approve a plan of arrangement (the "Arrangement") under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (''BCBCA") involving, Gatling and MAG Silver Corp. (''MAG"); and

  • (b) to transact such further and other business as may properly be brought before the Gatling Meeting or any adjourned or postponed Gatling Meeting.

Specific details of the matter to be put before the Gatling Meeting are set forth in the accompanying Circular.

If the Arrangement Resolutions are not approved by the Gatling Securityholders at the Gatling Meeting, the Arrangement cannot be completed.

The board of directors of Gatling unanimously recommends that the Gatling Securityholders vote IN FAVOUR of the Arrangement Resolutions.

The record date (the "Record Date") for the determination of Gatling Securityholders entitled to receive notice of and to vote at the Gatling Meeting is April 6, 2022. Only Gatling Securityholders whose names have been entered in the register of Gatling Securityholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Gatling Meeting.

Each Gatling Share and Gatling Option entitled to be voted at the Gatling Meeting will entitle the holder thereof WR RQH YRWH DW WKH *DWOLQJ 0HHWLQJ 7KH $UUDQJHPHQW 5HVROXWLRQV PXVW EH DSSURYHG E DW OHDVW L Ҁ RI the votes cast by Gatling Securityholders, voting together as a single class, present in person or represented E SUR[ DW WKH *DWOLQJ 0HHWLQJ LL Ҁ RI WKH votes cast by Gatling Shareholders present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required.

A Gatling Securityholder may attend the Gatling Meeting in person or may be represented by proxy. Gatling Securityholders that are unable to attend the Gatling Meeting or any adjourned or postponed Gatling Meeting in person are requested to date, sign and return the accompanying form of proxy for use at the Gatling Meeting or any adjourned or postponed Gatling Meeting. In order to be acted upon at the Gatling Meeting, validly completed instruments of proxy must be received by Computershare Investor Services Inc., Attention: Proxy Department, by mail: 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or by facsimile: 1-866-249-7775 for Toll Free within North America or 1-416-263-9524 outside of North America, no later than 9:00 a.m. (Vancouver time) on May 11, 2022 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Gatling Meeting. Notwithstanding the foregoing, the Chair of the Gatling Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may be waived or extended by the Chair of the Gatling Meeting at his or her discretion, without notice. Registered

holders of Gatling Shares ("Registered Shareholders") may use the internet (www.investorvote.com) or the telephone (1-866-732-8683) to transmit voting instructions on or before the date and time noted above and may also use the internet to appoint a proxyholder to attend and vote on behalf of such Registered Shareholder at the Gatling Meeting. For information regarding voting or appointing a proxyholder by internet or voting online or by telephone, see the form of proxy and/or the section of the Circular entitled "Part IV - General Proxy Matters" in the accompanying Circular.

Beneficial (non-registered) holders of Gatling Shares who receive these materials through their broker, bank, trust company or other intermediary or nominee should follow the instructions provided by such broker, bank, trust company or other intermediary or nominee.

Gatling Securityholders who have questions about the information in the Circular or need assistance with voting may contact Gatling's proxy solicitation agent and securityholder communications advisor, Laurel Hill Advisory Group by telephone at 1-877-452-7184 (toll free in North America) or 1-416-304-0211 (collect calls outside North America) or by email atassistance@laurelhill.com.

Pursuant to the Interim Order, Registered Shareholders as of the Record Date have been granted the right to dissent in respect of the Arrangement Resolutions and to be paid an amount equal to the fair value of their Gatling Shares as of the close of business on the business day before the Arrangement Resolutions were approved, provided that they have strictly complied with the Dissent Procedures set forth in the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and any other order of the Court. This Dissent Right and the Dissent Procedures are described in the Circular. Failure to comply strictly with the Dissent Procedures described in the Circular may result in the loss of any Dissent Rights. A Gatling Shareholder considering exercising Dissent Rights should seek independent legal advice. See the section entitled "Part I - The Arrangement - Right to Dissent" and Appendix J, "Section 237 through Section 247 of the Business Corporations Act (British Columbia)" in the accompanying Circular.

The proxyholder has discretion under the accompanying form of proxy or VIF with respect to any amendments or variations of the matter of business to be acted on at the Gatling Meeting or any other matters properly brought before the Gatling Meeting or any adjourned or postponed Gatling Meeting, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Gatling Meeting is routine and whether or not the amendment, variation or other matter that comes before the Gatling Meeting is contested. As of the date hereof, management of Gatling knows of no amendments, variations or other matters to come before the Gatling Meeting other than the matter set forth in this Notice of Meeting. Gatling Securityholders that are planning on returning the accompanying form of proxy or VIF are encouraged to review the Circular carefully before submitting the form of proxy or VIF.

Dated this 11th day of April, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF GATLING EXPLORATION INC.

"Jason Billan"

Jason Billan

President and Chief Executive Officer

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Gatling Exploration Inc. published this content on 14 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2022 15:35:02 UTC.