Notice of Annual General Meeting

Notice of Annual General Meeting

Management Information Circular

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of QMC Quantum Minerals Corp. (the “Company”) will be held at Suite 440, 755 Burrard Street, Vancouver, British Columbia, on Friday, March 29, 2019, at 10:15 a.m. (Vancouver time) (the “Meeting”), for the following purposes:

1. To receive the audited annual financial statements of the Company for the year ended August 31, 2018, together with the auditor’s report thereon.
2. To elect directors of the Company for the ensuing year.
3. To appoint Sam Mah, Chartered Professional Accountant, as the Auditor of the Company for the ensuing year and authorize the directors to fix their remuneration.
4. To ratify, confirm and approve the Company’s stock option plan.
5. To consider and, if thought appropriate, to pass an ordinary resolution by a majority of disinterested shareholders, to approve the re-pricing of 1,725,000 stock options previously granted to insiders of the Company as more particularly described in the Information Circular accompanying this Notice.
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Board of Directors has set February 22, 2019 as the record date for determining the shareholders entitled to receive notice of and vote at the Meeting.

A list of persons proposed to be nominated for election as Directors and the name of the auditors proposed to be appointed are set out in the management information circular. If you are a registered shareholder and are unable to be present at the Meeting in person, in order for your proxy to be valid and your votes to be counted, you must date, execute and return the accompanying form of proxy to the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 (Attn: Proxy Department) by not later than 10:15 a.m. (Vancouver time) on Wednesday, March 27, 2019 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays and holidays) before the time for holding the adjourned meeting.

If you are a non-registered shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

DATED at Vancouver, British Columbia this 25th day of February, 2019.

ON BEHALF OF THE BOARD OF DIRECTORS

Balraj Mann

Chief Executive Officer and President