Benz Mining Corp. — Proxy Solicitation & Information Statement 2025

Nov 17, 2025

BENZ MINING CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TAKE NOTICE that the Annual General and Special Meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of Benz Mining Corp. (the "Company" or "Benz") will be held at Suite 23, 513 Hay Street, Subiaco WA 6008, Australia on:

Tuesday, December 16, 2025

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

1. to receive the financial statements of the Company for its financial year ended April 30, 2025, and the report of the auditors thereon;
2. to fix the number of Directors of the Company at five (5) for the ensuing year;
3. to elect the Directors of the Company for the ensuing year;
4. to appoint the Auditors of the Company for the ensuing year, and to authorize the Board of Directors of the Company to fix the Auditor's remuneration for the ensuing year;
5. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to re-approve the Company's Omnibus Equity Incentive Compensation Plan (the "Plan"), and to increase the number of Common Shares issuable under the fixed portion of the Plan to 10% of the current issued and outstanding Common Shares, all as more particularly described in the accompanying management information circular dated November 12, 2025 (the "Information Circular");
6. to consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the Company ratify the prior issuance of 30,406,091 Tranche 1 Placement CDIs (as defined in the Information Circular) issued under ASX Listing Rule 7.1 at an issue price of A$0.985 per Tranche 1 Placement CDI to raise gross proceeds of approximately A$29,950,000, is ratified, confirmed and approved under and for the purposes of ASX Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular;
7. to consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the issue of 50,762 Tranche 2 Placement CDIs to Mr. Nicholas Jolly, a director of the Company (or his nominees) under ASX Listing Rule 10.11 at an issue price of A$0.985 per Tranche 2 Placement CDI to raise gross proceeds of approximately A$50,000 is authorized and approved under and for the purposes of ASX Listing Rule 10.11 and for all other purposes, on the terms and conditions in the Information Circular;
8. to receive the report of the Board of Directors of the Company; and
9. to transact such other business as may properly come before the Meeting.

Accompanying this Notice is the Information Circular and a form of proxy (the "Proxy Form"). A Shareholder of record as at the close of business on November 6, 2025 is entitled to attend and vote at the Meeting, and is entitled to appoint a proxyholder to attend and vote at the Meeting on the Shareholder's behalf using the Proxy Form.

---

If you are unable to attend the Meeting, or any adjournment thereof in person, please read the notes accompanying the Proxy Form enclosed herewith and then complete and return the Proxy Form within the time set out in the notes. The enclosed Proxy Form 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.

We strongly encourage our Shareholders to vote in advance of the Meeting by completing the enclosed Proxy Form, or appointing an alternate proxyholder to attend the Meeting in person. You should specify your choice by marking the box on the Proxy Form and by dating, signing and returning your duly completed Proxy Form in the enclosed return envelope addressed to Computershare Investor Services Inc. ("Computershare"), Proxy Department, 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, or by telephone at 1-866-732-VOTE (8683) – toll free within Canada and the US or online www.investorvote.com and follow instruction on the Proxy Form, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. In this case, assuming no adjournment, the proxy cut-off time is on December 12, 2025 at 10:00 a.m. (Perth, Western Australian Time). Alternatively, you may submit your vote via the internet or telephone by following the instructions set out in the Proxy Form. Please do this as soon as possible. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy but will ensure that your vote will be counted if you are unable to attend.

If you are not registered as the holder of your Common Shares but hold your Common Shares through a broker or other Intermediary (as defined in the Information Circular), you should follow the instructions provided by your broker or other Intermediary in order to vote your Common Shares. See the section in the Information Circular entitled "Beneficial Holders" for further information on how to vote your Common Shares.

If you have any questions or require more information with regard to voting your Common Shares, please contact Computershare by telephone at 1-800-564-6253 (toll free North America) or 514-982-7555 (International).

DATED this 12th day of November, 2025

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

"Evan Cranston"
Evan Cranston,
Director and Chairman of the Board