Mr. Doug Ramsey reports

COPPER NORTH RECEIVES SHAREHOLDER MEETING REQUISITION

Copper North Mining Corp. has been provided with a shareholder meeting requisition notice dated Nov. 6, 2019, from H. Coyne & Sons Ltd., a holder of not less than 1/20th of the issued and outstanding shares of Copper North.

According to the early warning reports and news releases dated Oct. 7, 2019, filed by Howard James Coyne and James Allan Coyne, copies of which are available on SEDAR under the company's profile:

• Howard James Coyne controls Kluane Drilling Ltd. and H. Coyne & Sons, and directly or indirectly holds approximately 14.5 per cent of Copper North's outstanding common shares on a undiluted basis (approximately 15.4 per cent on a partially diluted basis).
• James Allan Coyne directly or indirectly holds approximately 9.7 per cent of Copper North's outstanding common shares on a undiluted basis (approximately 10.2 per cent on a partially diluted basis).

The requisition was delivered by H. Coyne & Sons, a company controlled by Howard James Coyne, and executed by James Allan Coyne as authorized signatory.

Although the early warning filings were made separately, it appears from such filings that, as at Oct. 7, 2019, the Coyne group collectively controlled directly or indirectly an aggregate of approximately 24.2 per cent of the company's outstanding shares on an undiluted basis (approximately 25.5 per cent on a partially diluted basis).

The requisition demands the convening of a special meeting of shareholders within four months at which meeting shareholders will be asked to vote on: a special resolution to remove all but two of the incumbent Copper North directors, an ordinary resolution setting the number of directors of the company at four for the next year, subject to any increases permitted by the company's articles, and electing or appointing two holder nominees as directors of the company to fill the vacancies created by the removal of certain incumbent directors. A special resolution would require approval by a two-thirds majority of votes represented at the meeting in person or by proxy. An ordinary resolution would require approval by a simple majority of votes represented at the meeting in person or by proxy.

The company has also received a notice of default from Kluane, a company controlled by Howard James Coyne, in respect of the grid promissory note issued by the company (see Copper North's news release dated Sept. 12, 2019). The company disputes that there has been any default and has instructed its legal counsel to respond accordingly.

Both the default notice and requisition were delivered within one week following termination of discussions pertaining to a potential merger transaction of which the Coyne group was supportive. Such transaction was subject to, among other things, receipt by Copper North of a fairness opinion, which concludes that the consideration to be received is fair to the Copper North shareholders from a financial point of view. In this regard, Copper North engaged a fairness adviser to prepare the opinion and the parties terminated discussions after it became apparent that the fairness adviser would not be able to reach a conclusion of fairness thereon despite Copper North's offer to extend the time period for considering an alternative mechanism by which a financially fair transaction might be negotiated.

The company and legal counsel are reviewing the adequacy of the requisition and determining whether it is in compliance with all applicable corporate and securities laws. If a meeting is called pursuant to the requisition, shareholders will receive information by way of a management information circular in advance of the meeting once the date has been set. Shareholders should read the circular carefully before reaching a decision with regard to their votes. In the meantime, there is no need for shareholders to take any action at this time.

The company is currently pursuing alternative transactions that would be financially fair and provide value to all Copper North shareholders. A special committee, comprising three independent directors, has been appointed by the board to direct this process, which could include the sale of the company, among other types of transaction that can provide shareholder value.

About Copper North Mining Corp.

Copper North is a Canadian mineral exploration and development company focused on advancing the Carmacks copper-gold-silver project in Yukon, Canada.

We seek Safe Harbor.