Battery X Metals Inc. — Proxy Solicitation & Information Statement 2025

Jun 20, 2025

BATTERY X METALS INC.
2501-550 Burrard Street
Vancouver, BC V6C 2B5

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders of Battery X Metals Inc. (the "Company") which will be held at the offices of Suite 2501, 550 Burrard Street, Bentall 5, Vancouver, British Columbia V6C 2B5 on Wednesday, July 16, 2025, at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

(1) to receive the audited financial statements of the Company for the fiscal year ended December 31, 2024, and the accompanying report of the auditors;
(2) to set the number of directors of the Company at five (5);
(3) to elect Massimo Bellini Bressi, Howard Blank, Martino Ciambrelli, Dallas Pretty, CPA, CA and John Campbell as directors of the Company;
(4) to appoint Manning Elliott LLP, Chartered Professional Accountants as the auditors of the Company for the fiscal year ending December 31, 2025;
(5) to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2025;
(6) to consider and, if thought fit, to pass an ordinary resolution (not including votes attaching to securities beneficially owned by related persons (as such term is defined in National Instrument 45-106 Prospectus Exemptions)) to whom securities may be issued as compensation or under the Company's equity incentive plan), to ratify, confirm and approve the adoption of the Omnibus Equity Incentive Plan, as described in the accompanying Management Information Circular (the "Information Circular") and the granting of equity awards thereunder provided that the aggregate number of common shares of the Company reserved for issuance pursuant to such awards does not exceed 15% of the Company's total number of issued and outstanding common shares from time to time;
(7) to consider and, if thought fit, to pass a special resolution authorizing the Company to consolidate the issued and outstanding common shares of the Company on the basis of up to twenty-five (25) pre-consolidation common shares for one (1) post-consolidation common share, as more particularly described in the Information Circular; and
(8) to transact such further or other business as may properly brought before the Meeting and any adjournment or postponement thereof.

The accompanying Information Circular provides additional 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 Meeting.

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The board of directors (the "Board") of the Company has fixed June 6, 2025 (the "Record Date"), as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 11th day of June, 2025.

By Order of the Board of Directors of

BATTERY X METALS INC.

"Massimo Bellini Bressi"

Massimo Bellini Bressi

Chief Executive Officer and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.