Apogee Minerals Ltd. — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

APOGEE MINERALS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual General Meeting (the "Meeting") of the shareholders of Apogee Minerals Ltd. (the "Company") will be held at Suite 1030 – 505 Burrard Street, Vancouver, B.C. on Tuesday, December 16, 2025 at 9:00 a.m. (Pacific Standard Time) for the purposes set forth in the following.

1. To receive the audited financial statements of the Company for the fiscal year ending July 31, 2025, together with the auditor's report thereon.
2. To set the number of directors at seven (7) and to elect directors for the ensuing year;
3. To appoint MNP LLP, the auditor of the Company and to authorize the directors to set the auditor's remuneration;
4. To consider and, if thought fit, pass an ordinary resolution to approve the Company's Stock Option Plan; and
5. To transact such other business as may properly be brought before the Meeting.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the notes accompanying the instrument of proxy enclosed and then complete and return the proxy within the time set out in the notes. The persons named in the accompanying instrument of proxy are directors or officers of the Company. A shareholder has the right to appoint a person to attend and act on his behalf at the Meeting other than the persons named in the enclosed instrument of proxy. To exercise this right, a shareholder shall strike out the names of the persons named in the instrument of proxy and insert the name of his nominee in the blank space provided, or complete another instrument of proxy.

DATED at Vancouver, British Columbia on November 12, 2025.

BY ORDER OF THE BOARD

/s/ "Timothy Fernback"

Timothy Fernback

CFO