KWG RESOURCES INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE (the "Notice") IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders (the "Meeting") of KWG RESOURCES INC. (the "Corporation"), for the year ended December 31, 2015, will be held on Thursday, July 21, 2016 at 11:00 a.m. (local time), at the offices of Norton Rose Fulbright Canada LLP, Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, for the following purposes:
(a) TO receive the audited consolidated financial statements of the Corporation for the years ended December 31, 2015 and 2014 and the auditor’s report thereon;
(b) TO elect directors of the Corporation;
(c) TO appoint the auditor of the Corporation and to authorize the directors to fix the auditor’s remuneration;
(d) To consider and, if deemed advisable, to pass a special resolution authorizing the amendment of the articles of the Corporation to change the province in which the registered office of the Corporation is to be situated from the Province of Quebec to the Province of Ontario, the full text of which is reproduced in the Management Proxy Circular accompanying this Notice under the heading Change of Location of Registered Office;
(e) TO consider and, if deemed advisable, pass a special resolution, with or without variation, the full text of which is reproduced as Schedule "A" to the Management Information Circular accompanying this Notice and incorporated by reference in this Notice (the "Capital Reorganization Resolution"), authorizing the Corporation to:
(i) create a new class of convertible shares to be classified as "Multiple Voting Shares" in an unlimited number with the rights, privileges, restrictions and conditions described in Exhibit I to Schedule "A" to such Management Information Circular, which rights, privileges, restrictions and conditions shall be annexed to the Articles;
