Andean Precious Metals Corp. — Proxy Solicitation & Information Statement 2025

May 21, 2025

ANDEAN PRECIOUS METAL CORP.
NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 27, 2025

You are receiving this notification because Andean Precious Metals Corp. (the “Corporation”) has decided to use the notice and access model (“Notice and Access”) for the delivery of meeting materials to its shareholders in respect of its annual general and special meeting of shareholders to be held on June 27, 2025 (the “Meeting”).

Under Notice and Access, shareholders receive a proxy or voting instruction form (“VIF”), as applicable, enabling them to vote at the Meeting. However, instead of receiving paper copies of the Corporation’s notice of annual general meeting of shareholders and management information circular (the “Meeting Materials”), shareholders receive this notice with information on how they may access the Meeting Materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Corporation’s printing and mailing costs.

MEETING DATE AND LOCATION

When: June 27, 2025
Where: Toronto, Ontario
12:00 p.m. (Eastern time)

SHAREHOLDERS WILL BE ASKED TO VOTE ON THE FOLLOWING MATTERS:

• Fixing the Number of Directors: To fix the number of directors of the Corporation at Seven;
• Election of Directors: To elect directors of the Corporation for the ensuing year. See the section entitled “Election of Directors” in the information circular.
• Appointment of Auditor: To appoint KPMG LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled “Appointment of Auditor” in the information circular.
• Approve a new Omnibus Long-Term Incentive Plan: to approve a new Omnibus Long-Term Incentive Plan for the Corporation. See the section “Approval of New Omnibus Plan” in the information circular.
• Approve the Change of Name of the Corporation: to approve the change of name of the Corporation. See the section entitled “Approval of Name Change” in the information circular.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Meeting Materials can be viewed online under the Corporation’s profile at www.sedarplus.ca or on the Corporation’s website, via the following link: www.andeanpm.com/investors

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made for up to one year from the date the Meeting Materials were filed on SEDAR+ by:

• emailing the Company at proxy@andeanpm.com
• calling toll-free to the Corporation at 1.877.468.5853

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• mailing a request to:
  Melissa Terui - Corporate Secretary
  Andean Precious Metals Corp.
  Bay Street 181 Suite 4400
  Toronto, Ontario M5J 2T3

Requests for paper copies of the Meeting Materials should be received by June 13, 2025 in order to allow sufficient time for shareholders to receive the paper copy and return their proxy or VIF in advance of the proxy deadline.

The Corporation is not using “stratification” and is sending this notice of its intention to employ Notice and Access to ALL shareholders, registered and beneficial shareholders.

VOTING

Registered Holders are asked to return their proxies using the methods set out in the proxy by the proxy deposit date noted on the proxy.

Beneficial Holders are asked to return their VIFs using the methods set out in the VIF at least one business day in advance of the proxy deposit date noted on the VIF.

Shareholders with questions about notice and access can call toll-free to 1 437 371 2820