Wallbridge Mining : Notice Of The Annual General And Special Meeting Of Shareholders

Notice of

Annual Meeting of Shareholders

to be Held on May 12, 2021

- and - Management Information Circular as at April 1, 2021

WALLBRIDGE MINING COMPANY LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual general meeting (the "Meeting") of the shareholders ("Shareholders") of WALLBRIDGE MINING COMPANY LIMITED (the "Company") will be held in

• virtual-onlyformat, which will be conducted via live webcast at https://virtual- meetings.tsxtrust.com/1087on May 12, 2021 at the hour of 4:30 p.m. (Toronto time) (the "Meeting") for the following purposes:
• 1. to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2020 and the report of the auditors on such financial statements;
  2. to set the number of directors at eight (8);
  3. to elect directors for the ensuing year;
  4. to appoint auditors and authorize the directors to fix the auditors' remuneration;

The nature of the business to be transacted at the Meeting is described in further detail in the Information Circular.

Due to the ongoing global COVID-19 public health emergency and in consideration of the health and safety of the Company's shareholders, colleagues and our broader community, this year's Meeting will be held in a virtual meeting format only. This means that Shareholders will not be able to attend the Meeting physically. A virtual-onlymeeting format is being adopted in response to the COVID-19situation to enfranchise and give all Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing as a result of COVID-19.

Registered Shareholders and duly appointed proxyholders who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote at the Meeting in real time. Please see "Proxy Instructions and Voting" in the Information Circular for detailed instructions on how to attend, participate and vote at the Meeting.

NOTICE-AND-ACCESS

Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery ("Notice-and-Access") of Meeting Materials (as defined below) for the Meeting. Notice-and- Access allows the Company to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under National Instrument 54- 101-Communicationwith Beneficial Owners of Securities of a Reporting Issuer. Under the Notice-and- Access system, Shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Information Circular, the annual financial statements and related management's discussion and analysis and other information (the "Meeting Materials"), Shareholders receive this notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally

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friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to Shareholders. Shareholders are reminded to viewthe Meeting Materials priorto voting.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Materials can be viewed online under the Company's profile at www.sedar.com, at

https://docs.tsxtrust.com/2016or on the Company's website at https://wallbridgemining.com/investors/agm/. The Company will not use procedures known as "stratification" in relation to the use of Notice-and-Access provisions. Stratification occurs when a reporting issuer using Notice-and-Access provides a paper copy of the Management Information Circular to some Shareholders with this notice package.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Registered holders or beneficial owners may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call toll free at 1-866-600-5869.

Requests should be received by May 3, 2021 in order to receive the Meeting Materials in advance of the meeting date.

The directors have fixed that time which is 48 hours, excluding Saturdays, Sundays and holidays, prior to the hour of the meeting, or any adjournment thereof, as the time before which proxies to be used at the meeting must be deposited with the Company or an agent thereof. A failure to so deposit the proxy may result in its invalidation.

Only holders of shares of record at the close of business on March 26, 2021 will be entitled to receive notice of and vote at the Meeting. The Company encourages all Shareholders to vote in advance of the Meeting. Shareholders are reminded to review the Information Circular before voting.

DATED at Sudbury, Ontario this 1st day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

"Marz Kord"

Faramarz ("Marz") Kord: President and CEO

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	WALLBRIDGE MINING COMPANY LIMITED
	129 Fielding Road
	Lively, ON P3Y 1L7
	MANAGEMENT INFORMATION CIRCULAR
	FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
	TO BE HELD ON MAY 12, 2021
Item 1.	GENERAL

This management information circular (the "Information Circular") is furnished in connection with the solicitation by the management of WALLBRIDGE MINING COMPANY LIMITED (the "Company") of proxies to be used at the annual general meeting of shareholders (the "Shareholders") of the Company to be held in a virtual only format, which will be conducted via live webcast at https://virtual-meetings.tsxtrust.com/1087on May 12, 2021 at the hour of 4:30 p.m. in the afternoon (Toronto time) (the "Meeting"). In light of limits on gathering size and the Company's concern for the health and safety of its employees and Shareholders, the Company will hold this year's Meeting as a virtual only Shareholder meeting with participation electronically. Shareholders will not be able to attend the Meeting in person.

This Information Circular is dated April 1, 2021 and the information contained herein is current as of such date unless a different date is otherwise indicated.

Item 2. REVOCABILITY OF PROXY

A Shareholder who has voted their proxy may revoke it before it is acted on: (i) by completing a proxy bearing a later date and sending the proxy to the Company, c/o TSX Trust Company, 301-100 Adelaide Street West, Toronto, ON M5H 1S3 so that it is received not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the hour of the Meeting, or (ii) by completing a written notice of revocation, which must be executed by the Shareholder or by his attorney authorized in writing, and sending the notice to the Company, c/o TSX Trust Company 301-100 Adelaide Street West, Toronto, ON M5H 1S3 any time up to and including the last business day preceding the day of the Meeting. A registered Shareholder that uses their unique control number to login to the Meeting will revoke all previously submitted proxies and will be permitted to vote by online ballot on the matters considered at the Meeting. If you do not wish to revoke a previously submitted proxy you will not be able to participate in the virtual Meeting.

A proxy may only be revoked with respect to matters that have not been acted on prior to revocation.

A non-registered Shareholder may revoke a Voting Instruction Form (as defined below) or a waiver of the right to receive the meeting materials and to vote given to an Intermediary (as such term is defined below under "Non-RegisteredShareholders") at any time by written notice to the Intermediary except that an Intermediary is not required to act on a revocation of a Voting Instruction Form or of a waiver of the right to receive the materials and to vote that is not received by the Intermediary at least seven (7) days prior to the date of the Meeting. This will give your Intermediary time to submit the revocation to us.

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Item 3. PERSONS MAKING THE SOLICITATION

The management of the Company is soliciting proxies to be used at the Meeting. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally or electronically or by telephone by directors, officers and employees of the Company at nominal cost. The cost of solicitation by management will be borne by the Company.

Item 4. PROXY INSTRUCTIONS AND VOTING

1. VOTING INFORMATION Registered Shareholders

You are a registered Shareholder if your shares are in your name and you have a physical certificate in your possession. The Meeting will be held as a virtual-only Shareholder meeting. Only registered Shareholders and duly appointed Proxyholders, as defined below, will be able to vote electronically at the Meeting. The password for use at the Meeting is wallbridge2021 (case sensitive).

Voting Options

Before the Meeting you can vote by proxy using the voting methods as set out in the form of proxy ("Form of Proxy"): internet, facsimile or mail.

Non-registeredShareholders("Beneficial Shareholder")

You are a Beneficial Shareholder if your shares are held in the name of a nominee, such as a bank, trust company, securities broker, trustee or other institution.

Voting Options

Before the Meeting Beneficial Shareholders can vote by proxy using the voting methods as set out in the voting information form ("VIF"): internet, facsimile or mail.

The Meeting will be held as a virtual only Shareholder meeting. Only registered Shareholders and duly- appointed Proxyholders, as defined below, will be able to vote electronically at the Meeting. If you are a Beneficial Shareholder and want to vote at the Meeting you must appoint yourself as a Proxyholder using the VIF and also complete and return the form found at the following download Request for Control Number Form link: tsxtrust.com/resource/en/75. As a Proxyholder you will be given a unique control number to access the Meeting.

1. APPOINTMENT OF PROXYHOLDER:The persons named in the Form of Proxy and VIF which has been provided to the Company's Shareholders of record have been designated by the management of the Company. A Shareholder desiring to appoint some other person to represent him or her at the Meeting (a "Proxyholder") may do so by following the instructions on the Form of Proxy or VIF (and on the Request for Control Number Form found at the link above by Beneficial Shareholders). Such requests are to be received not later than 48 hours, excluding Saturdays, Sundays
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