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Arya Resources Ltd. Proxy Solicitation & Information Statement 2025

Nov 18, 2025

47564_rns_2025-11-17_8725d45b-446d-43ff-9643-531939a1e1e0.pdf

Proxy Solicitation & Information Statement

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ARYA RESOURCES LTD.

Suite 301 – 850 West Hastings Street

Vancouver, BC V6C 3J1

AMENDED

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE is hereby given that the Annual General and Special Meeting of ARYA RESOURCES LTD. (the "Company") will be held at Suite 430 – 605 Robson Street, Vancouver, British Columbia, on Thursday, December 11, 2025, at 11:00 a.m. (Pacific time), for the following purposes:

  1. To receive and consider the Audited Financial Statements of the Company for the financial year ending April 30, 2025, together with the Auditors' Report thereon.
  2. To fix the number of Directors for the ensuing year at five (5).
  3. To elect Directors to hold office until the next annual general meeting of the Company.
  4. To re-appoint MNP LLP, Chartered Professional Accountants, as auditors of the Company to hold office until the next annual general meeting of the Company at a remuneration to be fixed by the Directors.
  5. To consider, and if deemed advisable, to adopt and approve the Company’s amended security based compensation plan.
  6. To transact such other business as may properly be transacted at such meeting or at any adjournment thereof.

Additional information is contained in the accompanying Information Circular, which forms part of this Notice. If you are unable to attend the Meeting in person, you may still vote on the above items by submitting a proxy. A form of proxy (the "Proxy") has been provided in this package. Please refer to the Notes to the Proxy for instructions on completing the Proxy. To be effective, a proxy must be completed, dated, signed, and returned within the time limits and in accordance with the instructions set out in the Notes.

As stated in the Notes to the Proxy, the Proxy is solicited by or on behalf of management of the Company, and the persons named as proxyholder are Directors and/or Officers of the Company, or nominees selected by management. You may appoint another to represent you at the Meeting by striking out the names of the persons therein and inserting, in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 31st day of October, 2025.

"Rasool Mohammad"

Rasool Mohammad,

Chairman