Benz Mining Corp. — Proxy Solicitation & Information Statement 2025

Jun 3, 2025

BENZ MINING CORP.

NOTICE OF SPECIAL MEETING

TAKE NOTICE that the Special Meeting (the "Meeting") of the shareholders (the "Shareholders") of Benz Mining Corp. (the "Company" or "Benz") will be held at Suite 23, 513 Hay Street, Subiaco WA 6008, Australia:

Friday, June 27, 2025

at the hour of 10:00 a.m. (Perth, Western Australian Time) for the following purposes:

1. to consider and, if thought fit, to pass with or without amendment, each as an ordinary resolution, that the Company ratify the prior issuance of (a) 6,589,939 Tranche 1 Placement CDIs issued under ASX Listing Rule 7.1, and (b) 22,132,061 Tranche 1 Placement CDIs issued under the Company's additional capacity to issue equity securities provided for in ASX Listing Rule 7.1A, for the purpose of ASX Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular;
2. to consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the Company issue 5,028,750 Tranche 2 Placement CDIs to Spartan Resources Limited to raise approximately A$2,011,500, for the purposes of ASX Listing Rule 10.11 and for all other purposes, on the terms and conditions in the Information Circular; and
3. to transact such other business as may properly come before the Meeting.

Accompanying this Notice is the Information Circular and a Form of Proxy.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote at the Meeting on the Shareholder's behalf. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the notes. The enclosed Form of Proxy is solicited by the Company's management but, as set out in the notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED this 27th day of May, 2025 (Perth, Western Australian Time)

BY ORDER OF THE BOARD OF DIRECTORS OF BENZ MINING CORP.

"Evan Cranston"
Evan Cranston,
Chairman of the Board