Capella Minerals Limited — Proxy Solicitation & Information Statement 2026

Jan 7, 2026

CAPELLA MINERALS LIMITED

Mission, BC V4S1E7

Phone: 604-410-2277/Fax: 604-410-2275

Notice of Annual General and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the "Meeting") of Capella Minerals Limited formerly New Dimension Resources Ltd., (the "Company") will be held in person in Mission, British Columbia on Friday, January 30, 2026 at 9:00 a.m. (Vancouver Time) however, Shareholders are strongly urged to complete and send their proxies to Computershare Investor Services and not attend the Meeting in person. Reservations will be required, please call (604) 410-2277 to place your reservation 72 hours prior to the meeting. Shareholders will be asked to vote for the following purposes:

1. To receive and consider the audited financial statements of the Company for the financial years ended May 31, 2025 and 2024, together with the report of the auditors thereon;
2. To set the number of Directors of the Company at three;
3. To elect Directors of the Company for the ensuing year;
4. To appoint Davidson & Company, LLP., Chartered Accountants, as auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration;
5. To consider and, if thought advisable, to pass an ordinary resolution of the disinterested shareholders, ratifying, approving and adopting the Company's stock option plan (the "Stock Option Plan"), as more particularly described in the accompanying Management Information Circular;
6. To consider and, if thought fit, pass a resolution (the "Earn-in Resolution") to ratify, confirm and approve the Company's optioning up to 80% of its interests in the Central Norway (Hessjogruva-Kongensgruve) Copper and Finland Gold-Copper Projects (the "Assets") to Tümad Madencilik Sanayi Ve Ticaret A.S. ("Tümad"), as more particularly described in the Information Circular; and
7. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular (the "Circular") accompanying this notice. The Company's audited financial statements for the financial year ended May 31, 2025 are available upon request to the Company or they can be found as filed on SEDAR+ at www.sedarplus.ca. This notice is accompanied by the Circular, either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders and a supplemental mailing list return card. Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and to return it in the envelope provided for that purpose.

The Board of Directors of the Company has, by resolution, fixed the close of business on December 18, 2025, as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment or adjournments thereof.

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Proxies to be used at the Meeting must be deposited with the Company, c/o the Company's transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 no later than 9:00 a.m. (Vancouver Time) on January 28, 2026, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment thereof is held.

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

DATED at Vancouver, British Columbia this 23rd day of December, 2025

BY ORDER OF THE BOARD

(Signed) "Eric Roth"

Chief Executive Officer

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.