Culico Metals Inc. — Proxy Solicitation & Information Statement 2025

Sep 5, 2025

CULICO METALS INC.
100 King Street West, Suite 3400
1 First Canadian Place
Toronto, Ontario M5X 1A4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the shareholders of Culico Metals Inc. (the "Corporation") will be held in person at the offices of Bennett Jones LLP, One First Canadian Place, Suite 3400, 100 King Street West, Toronto, Ontario, M5X 1A4, at 10:00 a.m. (Toronto time) on Monday, September 29, 2025.

The Meeting will be held for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024 together with the report of the auditor thereon;
2. to consider and, if deemed advisable, to pass, with or without variation, a special resolution fixing the number of directors of the Corporation to be elected at the Meeting at three and authorizing and empowering the directors of the Corporation to determine the number of directors of the Corporation from time to time within the minimum and maximum numbers provided in the articles of the Corporation and the number of directors of the Corporation to be elected at the annual meeting of the shareholders of the Corporation;
3. to elect directors of the Corporation for the ensuing year;
4. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of the auditor;
5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to re-approve the Corporation's omnibus equity incentive plan; and
6. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Particulars of the foregoing matters are set forth in the accompanying management information circular (the "Circular"). Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters.

The directors of the Corporation have fixed the close of business on August 22, 2025 as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting. Only shareholders whose names have been entered in the register of shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy, as described in the Circular under the heading "General Proxy Information". Only registered shareholders of the Corporation, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. For information with respect to shareholders who own their shares through an intermediary, see "General Proxy Information – Non-Registered Shareholders" in the Circular.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. If you are voting by proxy, for your vote to be counted at the Meeting, your completed and executed form of proxy must be received by Computershare Investor Services Inc.

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by mail at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 (Attention: Proxy Department) no later than 10:00 a.m. (Toronto time) on Thursday, September 25, 2025 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Meeting in the event of an adjournment of the Meeting) or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof.

If you have any questions or need assistance with the completion and delivery of your proxy, you may contact Computershare Investor Services Inc. at 1-800-564-6253 (toll free North America) or 1-514-982-7555 (international).

DATED this 25th day of August, 2025.

BY ORDER OF THE BOARD

(Signed) "Paul Huet"

Chief Executive Officer