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IDM Mining Ltd. Proxy Solicitation & Information Statement 2019

Feb 25, 2019

46501_rns_2019-02-25_0878877d-5173-4d00-84c9-568bb8c9bb69.pdf

Proxy Solicitation & Information Statement

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NOTICE OF SPECIAL MEETING

NOTICE IS HEREBY GIVEN that, a special meeting (the " Meeting ") of the holders of common shares (the " IDM Shareholders ") and options (the " IDM Optionholders " and, collectively with the IDM Shareholders, the " IDM Securityholders ") of IDM Mining Ltd. (" IDM ") will be held at the offices of DuMoulin Black LLP, 10th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5 on Wednesday, March 20, 2019 at 10:00 a.m. (Vancouver time), for the following purposes:

  1. to consider, pursuant to an interim order (the " Interim Order ") of the Supreme Court of British Columbia (the " Court ") dated February 13, 2019, and, if deemed advisable, pass, with or without variation, a special resolution (the " Arrangement Resolution "), authorizing and approving an arrangement (the " Arrangement ") under Division 5 of Part 9 of the Business Corporations Act (British Columbia), the full text of which is attached as Appendix "A" to the accompanying management information circular (the " Circular "); and

  2. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Circular provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement, and is deemed to form part of this Notice.

Only IDM Securityholders of record at the close of business on February 8, 2019 will be entitled to vote at the Meeting or any adjournment or postponement thereof.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed form of proxy or voting instruction form. To be included in the Meeting, proxies must be received by Computershare Investor Services Inc. (" Computershare "), Proxy Department, by mail or personal delivery to its office at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by fax to 1-866-249-7775, in either case by 10:00 a.m. (Vancouver time) on Friday, March 15, 2019 or, if the Meeting is adjourned or postponed, not less than 72 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjourned or postponed Meeting. Please note that any voting instruction form or proxy provided to you by your broker, investment dealer or other intermediary may require that you submit such voting instruction form or proxy at an earlier time in accordance with the instructions therein. Notwithstanding the foregoing, the Chairman of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so.

Pursuant to the Interim Order, registered IDM Shareholders (each, a " Registered IDM Shareholder ") have the right to dissent in respect of the Arrangement Resolution and if the Arrangement becomes effective, to have his, her or its IDM Shares cancelled in exchange for a cash payment equal to the fair value of their IDM Shares, in accordance with the dissent rights set out in section 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order in respect of the Arrangement.

A Registered IDM Shareholder who wishes to dissent must deliver written notice of dissent (a " Notice of Dissent ") to IDM c/o DuMoulin Black LLP, Attn: Jason Sutherland, 10th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5, or [email protected] and such Notice of Dissent must strictly comply with the requirements of section 242 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order. Pursuant to the Plan of Arrangement and the Interim Order, the Notice of Dissent must be received by IDM not later than 5:00 p.m. (Vancouver time) on Monday, March 18, 2019. Failure to strictly comply with the dissent procedures set out in the Interim Order may result in the loss of any right of dissent. The right to dissent is described in detail in the Circular under the heading " Rights of Dissenting Shareholders ".

Beneficial owners of IDM Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only Registered IDM Shareholders are entitled to dissent. Accordingly, a beneficial owner of IDM Shares wishing to exercise dissent rights must make arrangements for beneficially owned IDM Shares to be registered in his, her or its name prior to the time written Notice of Dissent is required to be received by IDM, or make arrangements for the registered holder to dissent on his, her or its behalf in accordance with the dissent provisions set out in the Interim Order.

Securityholder Questions

If you have any questions about the information contained in this Notice of Meeting and the accompanying Management Information Circular or if you require assistance with voting your IDM Mining Shares, please contact IDM Mining’s proxy solicitation agent, Laurel Hill Advisory Services, by telephone at 1 (877) 452-7184 toll-free in North America or at (416) 304-0211 for collect calls outside of North America or by email at [email protected].

DATED at the City of Vancouver, British Columbia, on February 13, 2019.

BY ORDER OF THE BOARD OF DIRECTORS

"Robert McLeod"

President, Chief Executive Officer and Director IDM Mining Ltd.