ELECTRUM DISCOVERY CORP — Proxy Solicitation & Information Statement 2025

Jun 16, 2025

ELECTRUM DISCOVERY CORP.
1111 Melville St., Suite 1000, Vancouver, BC V6C 3L6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Electrum Discovery Corp. (the "Company") will be held at the offices of Gowling WLG, Bentall 5, Suite 2300, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5 on Thursday, the 24th day of July, 2025 at 10:00 a.m. (Vancouver time), for the following purposes:

1. To receive the audited financial statements of the Company for the fiscal year ended December 31, 2024 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors therein;
2. To fix the number of directors at five (5);
3. To elect the directors for the ensuing year;
4. To appoint Smythe LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors of the Company to fix their remuneration;
5. To consider and, if thought fit, to pass an ordinary resolution (the "Option Plan Resolution"), approving the Company's rolling stock option plan ("Option Plan") and reserving for the grant of options of up to 10% of the issued and outstanding shares of the Company at the time of any stock option grant, as more particularly described in the accompanying information circular;
6. To consider and, if thought fit, to pass, with or without variation, an ordinary resolution (the "Equity Plan Resolution") approving an equity incentive compensation plan (the "Equity Plan") permitting the grant of restricted share units, performance share units, deferred share units and share appreciation rights, as more particularly described in the accompanying information circular;
7. To consider and, if thought advisable, to pass a special resolution approving and authorizing the continuance of the Company out of British Columbia under the Business Corporations Act (British Columbia) and into the jurisdiction of the Abu Dhabi Global Market ("ADGM") under the Companies Regulation 2020, as if the Company had been incorporated under the Companies Regulations 2020 and to adopt the articles of continuance that comply with section 103 of the Companies Regulation 2020 for the continued corporation, all as more fully described in the accompanying information circular. The text of the special resolution is set out in Schedule A to the accompanying information circular; and
8. To transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy rather attend the meeting in person. Accordingly, participants are encouraged to vote on the matters before the Meeting by proxy.

The Information Circular provides information relating to the matters to be addressed at the Meeting and forms part of this Notice.

Registered shareholders of the Company have the right to dissent with respect to the Continuance Resolution (the "Dissent Rights"). Those registered shareholders who validly exercise their Dissent Rights will be entitled to be paid fair value of their shares. In order to validly exercise the Dissent Rights, registered shareholders must strictly comply with the dissent procedures as set out in

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Sections 237 to 247 of the Business Corporations Act (British Columbia), which sections are reproduced in Schedule C to the accompanying information circular and is more particularly described in the accompanying information circular under “Dissenting Shareholders’ Rights with respect to the Continuance”.

A registered shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited their duly executed form of proxy not later than 10:00 a.m. (Vancouver time) on July 22, 2024 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) preceding the time of such adjourned Meeting to Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1. Shareholders holding shares beneficially through an intermediary wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited their duly completed voting instruction form in accordance with the directions provided on the voting instruction form.

The Company is using “notice and access” delivery to furnish proxy materials to Shareholders over the internet. The Company believes that this delivery process will expedite Shareholders’ receipt of proxy materials and lower the costs and reduce the environmental impact of the Meeting. On or about June 16, 2025, the Company will send to Shareholders of record as of June 6, 2025 a Notice and Access Notification to Shareholders (the “Notice”) containing instructions on how to access the Company’s proxy materials for the Meeting. This Notice also provides instructions on how to vote and includes instructions on how to receive a paper copy of the proxy materials by mail.

Shareholders who wish to receive paper copies of the Information Circular may request copies by contact our transfer agent, Computershare Investor Services Inc. (“Computershare”), by phone at 1-866-962-0498 (or for holders outside of North America, 1-514-982-8716) or by email at service@computershare.com

If you have any questions regarding the matters to be dealt with at the Meeting, the procedures for voting or completing the form of proxy or any information contained in the accompanying Information Circular with respect to voting, please contact the Company’s registrar and transfer agent, Computershare by phone at 1-800-564-6253 or by email at service@computershare.com.

Shareholders of the Company are entitled to vote at the Meeting either in person or by proxy. Those who are unable to attend the Meeting are requested to read the notes to the enclosed form of Proxy and then to, complete, sign and mail, or fax or send electronically by internet the enclosed form of Proxy in accordance with the instructions set out in the Proxy and in the Information Circular that forms part of this Notice.

DATED at Vancouver, Canada this 6th day of June, 2025.

BY ORDER OF THE BOARD

(signed) “Elena Clarici”

Dr. Elena Clarici

President, Chief Executive Officer and Director