MELIOR RESOURCES INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the “ Meeting ”) of shareholders of Melior Resources Inc. (the “ Corporation ”) will be held at 199 Bay Street, 53^rd Floor, Commerce Court West, Toronto, Ontario on the 13^th day of December, 2017 at 10:00 a.m. (Toronto time), for the following purposes:

1. TO RECEIVE the audited consolidated financial statements of the Corporation for the financial year ended June 30, 2017, together with the auditor’s report thereon;

2. TO ELECT the directors of the Corporation for the ensuing year;

3. TO REAPPOINT MNP LLP, Chartered Accountants, as independent auditor of the Corporation and to authorize the board of directors of the Corporation to fix the remuneration of the auditor;

4. TO CONSIDER and, if deemed advisable, approve an ordinary resolution to confirm effective the Corporation’s stock option plan, as amended and restated, for the directors, senior officers, employees and consultants of the Corporation and its affiliated entities, as more particularly set out in Schedule “A” to the accompanying management information circular; and

5. TO TRANSACT such further or other business as may properly come before the Meeting or any reconvened meeting following an adjournment thereof.

Details of the foregoing matters are contained in the accompanying management information circular of the Corporation.

The record date for entitlement to notice of the Meeting is October 26, 2017 (the “ Record Date ”). Each shareholder of the Corporation as at the Record Date shall be entitled to vote at the Meeting or any reconvened meeting following an adjournment thereof either in person or by proxy. A shareholder wishing to be represented by proxy at the Meeting or any reconvened meeting following an adjournment thereof must deposit his, her or its executed form of proxy with the Corporation’s transfer agent and registrar, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 (Attention: Proxy Department), on or before 10:00 a.m. (Toronto time) on, December 11, 2017, or at least 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened Meeting at which the proxy is to be used.

DATED at Toronto, Ontario, this 7^th day of November, 2017.

BY ORDER OF THE BOARD OF DIRECTORS

“Mark McCauley”

___________ Mark McCauley Chief Executive Officer

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