ATEX Resources Inc. — Proxy Solicitation & Information Statement 2025

Apr 21, 2025

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ATEX RESOURCES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

The 2025 Annual General and Special Meeting (the "Meeting") of the shareholders of ATEX Resources Inc. (the "Company") will be held online at 11:00 a.m. (Eastern Time) on May 7, 2025 for the following purposes:

1. to receive the audited consolidated financial statements of the Company for its financial year ended September 30, 2024, the report of the auditor on those statements, and the related management discussion & analysis;
2. to set the number of directors of the Company at six (6);
3. to elect directors for the ensuing year;
4. to appoint McGovern Hurley LLP, Chartered Professional Accountants, as auditor for the ensuing year and to authorize the Directors to fix the auditor's remuneration;
5. to consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution approving the Company's stock option plan for the ensuing year;
6. to consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution approving the Company's restricted share unit plan for the ensuing year; and
7. to consider any amendment to or variation of any matter identified in this notice of Meeting ("Notice") and to transact such other business as may properly be brought before the Meeting.

Registered Shareholders and duly appointed proxyholders (as defined in the accompanying Information Circular) can attend the Meeting online at https://meetnow.global/MPNTNAC to participate, vote, or submit questions during the Meeting's live webcast.

To register a proxyholder, shareholders MUST visit http://www.computershare.com/atex not later than 48 hours prior to the Meeting and provide Computershare Investor Services Inc. ("Computershare") with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code by email.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is incorporated by reference into and deemed to form part of this Notice. Shareholders who are unable to attend the Meeting and who wish to ensure that their shares are voted at the Meeting are requested to complete, sign, date and return the enclosed form of Proxy or Voting Instruction Form in accordance with the instructions set forth therein and in the Information Circular. The Proxy or Voting Instruction Form must, to be valid, be properly completed and be received by Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 not fewer than 48 hours before the time fixed for the Meeting.

DATED at Toronto, Ontario, April 1, 2025.

BY ORDER OF THE BOARD

Craig J. Nelsen
Chair of the Board of Directors