Colossus Minerals Inc. — Proxy Solicitation & Information Statement 2025

Apr 10, 2025

COLOSSUS MINERALS INC.
100 King St. West, Suite 5600
Toronto, Ontario M5X 1C9

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the "Meeting") of the shareholders ("Shareholders") of Colossus Minerals Inc. (the "Corporation") will be held via live audio webcast at https://virtual-meetings.tsxtrust.com/1786 with password colossus2025 at 10:00 a.m. (Toronto time) on Friday, May 2, 2025 for the following purposes, all as more particularly described in the enclosed management information circular (the "Circular"):

1. to consider and, if deemed advisable, to pass, with or without variation, a special resolution to approve the sale of all or substantially all of the property of the Corporation to Helius Minerals Limited (the "Transaction Resolution"). The full text of the Transaction Resolution is set forth in Schedule A to the accompanying Circular; and
2. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is Monday, March 31, 2025 (the "Record Date"). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

The Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. All Shareholders, regardless of their geographic location and equity ownership, will have an equal opportunity to participate in the Meeting and engage with directors and management of the Corporation as well as with other Shareholders. The Meeting will not take place at a physical location and therefore Shareholders will not be able to attend the Meeting in person. Each Shareholder who is entitled to attend at shareholders' meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered via live audio webcast or by proxy.

Voting and Dissent Rights

Registered Shareholders and duly appointed proxyholders, including non-registered (beneficial) Shareholders who have duly appointed themselves as proxyholders, will be able to attend, participate, vote and submit questions at the Meeting online at https://virtual-meetings.tsxtrust.com/1786. Non-registered Shareholders (being Shareholders who hold their shares through a securities dealer or broker, bank, trust company or trustee, custodian, nominee or other intermediary) who have not duly appointed themselves as their proxy will be able to attend the Meeting only as guests. Guests will be able to listen to the Meeting but will not be able to vote or ask questions. Inside this document, you will find important information and detailed instructions about how to participate in the Meeting.

Shareholders who are unable to attend the Meeting virtually are requested to read, complete, sign and mail the enclosed form of proxy or to vote electronically in accordance with the instructions set out in the proxy and in the Circular accompanying this Notice of Meeting. Non-registered Shareholders must seek instructions on how to complete their form of proxy and vote their Common Shares from their broker, trustee, financial institution or other nominee. Following the conclusion of the formal business to be conducted at the Meeting, the Corporation will invite questions and comments from Shareholders participating through the TSX Trust Company meeting platform who may submit their questions or comments by clicking on the "Ask a question" icon within the TSX Trust Company meeting platform to

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type their message or question. Messages or questions can be submitted at any time during the Q&A session and until such time as the Chair ends the session. The Meeting Materials will be available on the Corporation's website as of April 10, 2025 and will remain on the website for one (1) full year thereafter. The Meeting Materials will also be available under the Corporation's profile on SEDAR+ at www.sedarplus.ca as of April 10, 2025.

Registered Shareholders have the right to dissent with respect to the Transaction Resolution. If the Transaction Resolution becomes effective, registered Shareholders who dissented, and who have not duly withdrawn their dissent, have the right to be paid the fair value of their Common Shares in accordance with section 185 of the Business Corporations Act (Ontario) (the "OBCA"). A registered Shareholder's right to dissent is more particularly described in Schedule B attached to the Circular, which sets forth the complete text of section 185 of the OBCA. A dissenting Shareholder must deliver to the Corporation at 100 King St. West, Suite 5600 Toronto, Ontario M5X 1C9 Attention: John Frostiak, Chairman, a written objection to the Transaction Resolution at or prior to the Meeting or any adjournment thereof in order to be effective, in accordance with section 185 of the OBCA and all as more particularly described in the accompanying Circular.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

DATED at Toronto, Ontario as of the 31st day of March, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "John Frostiak"

John Frostiak

Chairman

Registered Shareholders unable to attend the Meeting are requested to date, sign and return their form of proxy in the enclosed envelope. If you are a non-registered Shareholder and receive these materials through your broker or through another Intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other Intermediary. Failure to do so may result in your shares of the Corporation not being eligible to be voted by proxy at the Meeting.

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