Diamcor Mining Inc. — Proxy Solicitation & Information Statement 2024

Dec 2, 2024

DIAMCOR MINING INC

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2024 Annual General and Special Meeting (the "Meeting") of holders of common shares (the "Shareholders") of Diamcor Mining Inc. ("Diamcor") will be held at 6th Floor, Suite 630 1620 Dickson Avenue, Kelowna, British Columbia, on the 30th day of December 2024 at 10:00 a.m. (PST) for the following purposes:

(a) To receive the audited financial statements of Diamcor for the fiscal year ended March 31, 2024 (with comparative financial statements for the preceding fiscal period) (the "Audited Financial Statements"), together with the Auditor's Report thereon;

(b) To set the number of directors of Diamcor at four for the ensuing year;

(c) To elect directors of Diamcor for the ensuing year;

(d) To appoint auditors of Diamcor for the ensuing year;

(e) To consider, and if thought fit, to pass an ordinary resolution of the disinterested Shareholders approving an amendment to the Company's fixed stock option plan to increase the number of shares eligible to be issued pursuant to option exercise from 17,945,236 common shares to 33,727,787 common shares; and

(f) To transact such further or other business as may properly come before the Meeting and any adjournment or adjournments thereof.

Accompanying this Notice of Meeting are Diamcor's Management Information Circular and form of proxy ("Proxy") with a financial statement request form. The accompanying Management Information Circular provides information relating to the matters to be addressed at the Meeting and is deemed to form a part of this Notice of Meeting.

The board of directors has fixed November 21, 2024 as the record date for determining the shareholders entitled to receive notice of and vote at the Meeting. Shareholders unable to attend the meeting in person are requested to read the enclosed Circular and proxy and complete and deposit the proxy in accordance with its instructions. Non-registered shareholders that receive this Notice of Meeting and accompanying materials through a financial institution or other intermediary must deliver their completed proxy in accordance with the instructions given by their financial institution or other intermediary.

The Company encourages you to vote your shares by proxy in advance of the meeting, via mail, telephone or on the internet. In order to be valid, a completed form of proxy must be received by COMPUTERSHARE INVESTOR SERVICES, 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1 by 10:00 a.m. Pacific Standard Time on December 24, 2024, being three (3) business days prior to the Meeting.

DATED at Kelowna, British Columbia, this 21st day of November 2024.

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On Behalf of the Board of
DIAMCOR MINING INC.
“Dean H. Taylor”
Dean H. Taylor, President