Chico: Dec 16 2021: ENDURO METALS CORPORATION NOTICE OF MEETING
AND MANAGEMENT INFORMATION CIRCULAR FOR
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF
ENDURO METALS CORPORATION
TO BE HELD ON DECEMBER 16, 2021 At 10:00 am (Pacific Time)
This Management Information Circular (the “Circular”) is furnished to holders of common shares (the “Common Shares”, and such
shareholders, the “Shareholders”) in connection with the solicitation of proxies by or on behalf of the management of Enduro Metals
Corporation (the “Company” or “Enduro Metals”) for use at the annual and special meeting (the “Meeting”) of Shareholders to be
held at the offices of the Company at #202-1632 Dickson Ave. Kelowna, BC, V1Y 7T2 on Thursday, December 16, 2021 at 10:00
a.m. (Pacific Time) for the purposes set forth in the accompanying notice of the Meeting.
The board of directors of the Company (the "Board") has fixed the close of business on November 8, 2021 as the record date, being
the date for the determination of the registered Shareholders entitled to receive notice of, and to vote at, the Meeting (the "Record
Date").
Those attending the Meeting in person who are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty
breathing will not be permitted to attend the Meeting. Those attending in person will be required to comply with the then current direction
and advice from federal, provincial and municipal levels of government concerning public gatherings. Note however that, in li ght of
ongoing concerns related to the spread of COVID-19 and the constantly evolving restrictions on the size of public gatherings which are
beyond the control of the Company, attendance at the Meeting in person may be difficult or not permitted. Accordingly, we en courage
you not to plan to attend the Meeting in person and instead ensure you vote by proxy.
The Company reserves the right to take any additional precautionary measures deemed appropriate in relation to the Meeting in response
to further developments in respect of the COVID-19 pandemic including, if considered necessary or advisable, hosting the Meeting
solely by means of remote communication. Changes to the Meeting date and/or means of holding the Meeting may be announced by
way of news release. Please monitor the news releases filed under the Company’s profile on the System for Electronic Document Analysis
and Retrieval ("SEDAR") website at www.sedar.com prior to the Meeting for the most current information. We do not intend to prepare
or mail an amended Circular in the event of changes to the Meeting format. (Snip)...
.....VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue an unlimited number of Common Shares, of which 206,160,186 Common Shares are issued and
outstanding as of November 8, 2021. Persons who are registered Shareholders at the close of business on November 8, 2021 will be
entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held.
To the knowledge of the Directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or
indirectly, Common Shares carrying 10% or more of the voting rights attached to all shares of the Company. (Snip)...
