Altai Resources Inc. — Proxy Solicitation & Information Statement 2025

Jul 31, 2025

ALTAI RESOURCES INC.
895 Don Mills Road, Suite 900, Two Morneau Shepell Centre
Toronto, Ontario, Canada M3C 1W3

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of shareholders of Altai Resources Inc. (the "Corporation") will be held on Wednesday, September 3, 2025, at the hour of 11:00 a.m. (Eastern time) at Irwin Lowy LLP, Suite 401, 217 Queen Street West, Ontario M5V 0R2 for the following purposes:

1. to consider and, if deemed advisable, approve, with or without variation, a special resolution (the "Stated Capital Reduction Resolution") authorizing and approving a reduction of the stated capital account of the common shares of the Corporation (the "Common Shares") by an aggregate amount to be determined by the board of directors of the Corporation from time to time up to a maximum cumulative total amount of $4,000,000 pursuant to Section 34(1)(b) of the Business Corporations Act (Ontario) for the purposes of distributing such amount to holders of Common Shares by way of a return of capital in one or more special cash distribution(s), all as more particularly described in the accompanying management information circular dated July 31, 2025 of the Corporation (the "Circular"); and

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

The full text of the Stated Capital Reduction Resolution is attached to this notice of the Meeting as schedule A.

The board of directors of the Corporation has by resolution fixed the close of business on Wednesday, July 30, 2025 as the record date, being the date for the determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit a duly executed form of proxy with the Corporation's transfer agent and registrar, Computershare Investor Services Inc. (Attention: Proxy Department), 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6 no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments(s) thereof.

A shareholder who is unable to attend the Meeting and who wishes to ensure that such shareholder's Common Shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy or voting instruction form and deliver it in accordance with the instructions set out in the form of proxy or voting instruction form and in the Circular. As an alternative to completing and physically submitting an instrument of proxy or voting instruction form, shareholders may vote electronically via the Internet at www.investorvote.com or via telephone toll-free at 1-866-732-8683. Please follow the directions on the form of proxy or voting instruction form.

The Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of the Meeting.

DATED at Toronto, Ontario this 31st day of July, 2025.

BY ORDER OF THE BOARD

"Kursat Kacira" (signed)
Chairman and President

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SCHEDULE A

SPECIAL RESOLUTION OF THE SHAREHOLDERS

OF

ALTAI RESOURCES INC.
(the "Corporation")

STATED CAPITAL REDUCTION RESOLUTION

"BE IT RESOLVED, AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE CORPORATION, THAT:

1. the stated capital account maintained by the Corporation in respect of its common shares ("Common Shares") be reduced pursuant to paragraph 34(1)(b) of the Business Corporations Act (Ontario) by an aggregate amount to be determined by the board of directors of the Corporation from time to time up to a maximum cumulative total amount of $4,000,000 (the "Stated Capital Reduction"), all as more particularly set forth in the management information circular of the Corporation dated July 31, 2025, is hereby authorized and approved;

2. subject to applicable stock exchange rules, the board of directors of the Corporation is authorized to distribute the aggregate amount of the Stated Capital Reduction by way of one or more special cash distribution(s) to holders of Common Shares on such record date(s) payable on such payment date(s) to be determined by the board of directors of the Corporation;

3. notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they hereby are, authorized and empowered to revoke this resolution and to determine not to proceed with the Stated Capital Reduction, partially or fully, without further notice to, or approval of, the shareholders of the Corporation; and

4. any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, agreements and instruments, and to perform or cause to be performed all such acts and things, as such officer or director shall determine to be necessary or desirable to give full effect to this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents, agreements or instruments or the performing or causing to be performed of such other acts or things."