Nevada Silver : Management Information Circular

NBS CAPITAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders (the "Meeting") of NBS Capital Inc. (the "Corporation") will be held online at https://global.gotomeeting.com/join/568000053and at the offices of Wildeboer Dellelce LLP at Suite 800 - 365 Bay Street, Toronto, Ontario, M5H 2V1, at 10:00 a.m. (Toronto time) on December 14, 2020 for the following purposes:

1. TO RECEIVE the financial statements of the Corporation for the fiscal year ended June 30, 2020 and the
   Auditors' Report thereon;
2. TO APPOINT the auditors of the Corporation for the ensuing fiscal year (or until completion of the Scheme of Arrangement, as defined below) and to authorize the directors of Corporation to fix the auditors' remuneration;
3. TO ELECT the board of directors of the Corporation (the "Board") to hold office until the earlier of the next annual meeting or until the completion of the Scheme of Arrangement;
4. TO CONSIDER, and if deemed advisable, conditional upon the completion of the Scheme of Arrangement, pass a special resolution, substantially in the form set out in the accompanying information circular, approving the proposed name change of the Corporation, as described more fully in the accompanying information circular;
5. TO CONSIDER, and if deemed advisable, conditional upon the completion of the Scheme of Arrangement, pass a special resolution, substantially in the form set out in the accompanying information circular, approving the proposed consolidation of the common shares of the Corporation, as described more fully in the accompanying information circular;
6. TO ELECT, conditional upon and effective as of the completion of the Scheme of Arrangement, a new slate of directors to the Board, with such election to be conditional upon and effective immediately following the completion of the Scheme of Arrangement;
7. TO CONSIDER, and, if deemed advisable, to pass an ordinary resolution approving and authorizing the Corporation, in accordance with applicable TSX Venture Exchange policies, to continue the use of the
   Corporation's 10% rolling stock option plan;
8. TO CONSIDER, and, if deemed advisable, to pass an ordinary resolution ratifying and approving an amendment to the Corporation's bylaws to permit shareholders to attend meetings electronically; and
9. TO TRANSACT such other business as may properly be brought before the Meeting or any adjournment thereof.

The Corporation is committed to safeguarding the health and well-being of our employees, service providers, shareholders and the community. In light of the novel coronavirus outbreak (COVID-19) and consistent with the latest guidance from public health and government authorities, this year's Meeting will be available to our shareholders in a virtual format, by way of a live webcast. While we will also be holding the Meeting at the address noted above, the Corporation strongly encourages all shareholders to vote their shares in advance of the Meeting and to attend the Meeting via videoconference athttps://global.gotomeeting.com/join/568000053rather than attending in person. You can also dial in by telephone using the following numbers: in Canada dial

1. 497-9391,in Australia dial [phone] and in the United States dial 1 [phone]and use access code 568-000-053. The Board and management will address the meeting and Shareholders will be able to listen and ask questions at the meeting in real time via the Internet. Voting in advance of the Meeting in accordance with the instructions set out on your form of proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference or telephone will help safeguard your health and the health of the Corporation's personnel and the community generally.

You are encouraged to make sure that your votes are represented at the Meeting. Additional information on how to attend the virtually and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

The Board of Directors has fixed November 2, 2020, as the record date for determining the Shareholders who are entitled to receive notice of and to vote at the Meeting. Only shareholders of record at the close of business on November 2, 2020 will be entitled to receive notice of and vote at the Meeting.

Particulars of the foregoing matters are set forth in the accompanying management information circular.

The audited financial statements of the Corporation as at and for the year ended June 30, 2020 and the report of the auditor of the Corporation thereon can be viewed on the Corporation's SEDAR profile at www.sedar.comand will be available for inspection at the Meeting.

Registered shareholders are requested to complete, date, sign and return the accompanying form of proxy in the enclosed return envelope. All instruments appointing proxies to be used at the Meeting or at any adjournment thereof must be delivered to the TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, by 10 a.m. ET on December 10, 2020.

DATED this 31st day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Paul Barbeau"

Paul Barbeau, Director, Chairman, Chief Executive Officer

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NBS CAPITAL INC.

INFORMATION CIRCULAR

Unless otherwise specified, information contained in this information circular (the "Circular") is as of October 31, 2020. No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Corporation. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

All references to shareholders in this Circular and the accompanying Form of Proxy and Notice of Meeting are to be shareholders of record unless specifically stated otherwise.

These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding them on your behalf.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

COVID-19

The Corporation is committed to safeguarding the health and well-being of its employees, service providers, shareholders and the community. In light of the novel coronavirus outbreak (COVID-19) and consistent with the latest guidance from public health and government authorities, this year's Meeting will be available to the Corporation's shareholders in a virtual format, by way of a live webcast. While the Corporation will also be holding the Meeting at the address noted above, the Corporation strongly encourages all shareholders to vote their Common Shares (as defined below) in advance of the Meeting using the Form of Proxy (as defined below) and VIF (as defined below) sent to each shareholder as part of the Proxy-RelatedMaterials (as defined below)

sent to all shareholders, and to attend the Meeting via videoconference at https://global.gotomeeting.com/join/568000053rather than attending in person. You can also dial in by telephone using the following numbers: in Canada dial [phone], in Australia dial [phone] and in the United States dial 1 [phone]and use access code 568-000-053. The Board and management will address the meeting and Shareholders will be able to listen and ask questions at the meeting in real time via the Internet. Voting in advance of the Meeting using the Form of Proxy for Registered Holders (as defined below) and VIF for Beneficial Holders (as defined below) in accordance with the instructions set out on your Form of Proxy or VIF will ensure your votes are counted at the Meeting, and participating via videoconference will help safeguard your health and the health of the Corporation's personnel and the community generally.

We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to attend the Meeting virtually and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the Form of Proxy or VIF sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

SOLICITATION OF PROXIES

This management information circular dated October 31, 2020 (the "Circular") is furnished in connection with the solicitation by and on behalf of the management of NBS Capital Inc. ("NBS" or the "Corporation") of proxies to be used at the Annual and Special Meeting (the "Meeting") of holders of the common shares of the Corporation (the "Common Shares") to be held on December 14, 2020 at 10:00 a.m. (Toronto time), at the offices of Wildeboer Dellelce LLP situated at Suite 800 - 365 Bay Street, Toronto, Ontario, M5H 2V1 for the purposes set forth in the accompanying notice of the Meeting (the "Notice of Meeting"). Shareholders may also attend virtually via videoconference at https://global.gotomeeting.com/join/568000053or by telephone at [phone] in Canada, [phone] in Australia and 1 [phone] in the United States and use access code 568-000-053. It is expected that the solicitation will be primarily by mail or email. Employees of the Corporation may solicit proxies personally or by telephone at nominal cost. The cost of any such solicitation by management will be borne by the Corporation.

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MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed Form of Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such Common Shares will be voted FOR the appointment of the auditors, FOR the election of Directors, FOR the Name Change Resolution (as defined below), FOR the Consolidation Resolution (as defined below), FOR the resolution approving the continued use of the Corporation's stock option and FOR the By-law Amendment (as defined below).

The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to any amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

APPOINTMENT OF PROXIES

The persons named in the enclosed form of proxy are directors ("Directors") and/or officers ("Officers") of the Corporation. A shareholder desiring to appoint some other person to represent him at the Meeting may do so by inserting such person's name, who need not be a shareholder of the Corporation, in the blank space provided in the enclosed form of proxy ("Form of Proxy") and striking out the names of the two persons specified or by completing another proper form of proxy.

In all cases, the completed proxy is to be delivered to TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, by 10:00 a.m. on December 10, 2020.

REVOCATION OF PROXIES

A registered shareholder of the Corporation who has given a proxy may revoke the proxy as to any motion on which a vote has not already been cast pursuant to the authority conferred by it by: (a) depositing an instrument in writing, including another completed form of proxy, executed by such registered shareholder or by his or her attorney authorized in writing or by electronic signature or, if the registered shareholder is a corporation, by an officer or attorney thereof properly authorized, either (i) at the principal office of the Corporation at 11-300 Earl Grey Drive, Ottawa, Ontario, K2T 1C1, at any time prior to 10:00 a.m. (Toronto time) on December 10, 2020; (ii) with TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, at any time prior to 10:00 a.m. (Toronto time) on December 10, 2020; or (iii) with the chairman of the Meeting on the day of the Meeting or any adjournment thereof;

1. transmitting, by telephone or electronic means, a revocation that complies with paragraph (i), (ii) or (iii) above and that is signed by electronic signature, provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case may be; or (c) in any other manner permitted by law including attending the Meeting in person.

VOTING BY NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation as a substantial number of shareholders do not hold their Common Shares in their own name and thus are considered non- registered shareholders. If Common Shares are listed in an account statement provided to a shareholder by a broker then, in almost all cases, those Common Shares will not be registered in the shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker or another similar intermediary holding on the shareholder's behalf.

If you have received the Corporation's Form of Proxy directly, you may vote your shares on the Internet in accordance with the instructions on the Form of Proxy, or you may also return it to TSX Trust Company by regular mail in the return envelope provided or by fax at [phone].

Only registered shareholders, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. Non-registered shareholders, including non-objecting beneficial owners ("NOBOs") and objecting beneficial owners ("OBOs") will receive a Voting Instruction Form ("VIF") from an intermediary by way of instruction of their financial

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institution. Detailed instructions of how to submit your vote (including voting on the Internet) will be on the VIF. Non-registered shareholders should return their voting instructions as specific in the request for voting instructions.

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the Common Shares they beneficially own. Should a non-registered holder who receives either a Form of Proxy or VIF wish to vote at the Meeting in person, the non-registered holder should strike out the persons named in the Form of Proxy or VIF and insert the non-registered holder's name in the blank space provided or, in the case of a VIF, follow the directions indicated on the VIF. Non-registered holders who receive a VIF from an intermediary should carefully follow the instructions of their intermediary including those regarding when and where the VIF is to be delivered.

A non-registered holder who has submitted a VIF may revoke it by contacting the intermediary through which the non- registered holder's Common Shares are held and following the intermediary's instructions. A non-registered holder who has submitted the Corporation's Form of Proxy may revoke it in the manner described in the Form of Proxy. Please refer to the sections entitled "Appointment of Proxies" and "Revocation of Proxies".

These securityholder materials are being sent to both registered and non-registered owners of the securities. The Corporation has determined to pay the fees and costs of Intermediaries for their services in delivering meeting materials to OBOs in accordance with NI 54-101.

VOTING SHARES AND RECORD DATE

The Corporation is authorized to issue an unlimited number of Common Shares with each share carrying the right to one vote per share at all meetings of the shareholders of the Corporation.

As of October 31, 2020, the Corporation had 7,300,000 Common Shares issued and outstanding.

In accordance with the provisions of the Canada Business Corporations Act (the "Act"), the Corporation has fixed November 2, 2020 as the record date for the purpose of determining shareholders entitled to vote at the Meeting. The Corporation will prepare a list of holders of its Common Shares as at the close of business on the record date. A shareholder named in the list will be entitled to vote the Common Shares shown opposite his name at the Meeting and all adjournments thereof.

PRINCIPAL HOLDERS OF VOTING SHARES

As of October 31, 2020, to the knowledge of the Directors and senior Officers of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Circular, no Director or Officer of the Corporation, proposed nominee for election to the Board, person owning or exercising control over more than 10% of the Corporation's issued and outstanding Common Shares, nor any associates or affiliates of any of them, has any material interest, direct or indirect, in any transaction since the commencement of the most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Corporation.

QUORUM

A quorum for the transaction of business at the Meeting shall be at least two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxy or representative for an absent shareholder so entitled and representing in the aggregate not less than ten percent (10%) of the outstanding shares of the Corporation carrying voting rights at the Meeting. The Corporation's list of shareholders as of the Record Date (as defined below) has been used to deliver to shareholders the Notice of Meeting and this Circular as well as to determine who is eligible to vote.

SCHEME OF ARRANGEMENT

On September 17, 2020 NBS entered into a non-binding letter of intent with Electric Metals (USA) Limited ("EML"), an unlisted public company incorporated under the laws of New South Wales, Australia, to effect what

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