ExGen Resources Inc. — Proxy Solicitation & Information Statement 2025

Oct 7, 2025

EXGEN RESOURCES INC.

NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, NOVEMBER 14, 2025

Dear shareholder:

You are receiving this notification because ExGen Resources Inc. (“ExGen” or the “Corporation”) will be using the notice-and-access model (“Notice-and-Access”) provided for under National Instrument 51-102 and National Instrument 54-101 for the delivery of meeting materials to its shareholders in respect of the annual general and special meeting to be held on Friday, November 14, 2025 (the “Meeting”).

Under Notice-and-Access, instead of receiving printed copies of the Corporation’s management information circular (“Information Circular”), shareholders receive this notice with information on how to access the Information Circular electronically. However, together with this notice, shareholders continue to receive a proxy or voting instruction form (“VIF”), enabling them to vote at the Meeting. Adopting Notice-and-Access to deliver materials is more environmentally friendly as it reduces paper use and also lowers the Corporation’s costs for printing and mailing.

Meeting Date, Location and Purposes

The Meeting will be held on Friday, November 14, 2025 at 11:00 AM (MST) at the offices of DLA Piper (Canada) LLP, 10th Floor, Livingston Place, West Tower, 250 – 2nd Street SW, Calgary, AB T2P 0C1, for the following purposes:

1. Report and Financial Statements: to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2024, and the report of the auditor thereon and the unaudited financial statements of the Corporation for the interim period ended June 30, 2025. Please refer to “Financial Statements and Auditors’ Report” in the Information Circular.

2. Fix Number of Directors to be Elected at the Meeting: to fix the number of directors of the Corporation to be elected at the Meeting at four (4). Please refer to “Fix Number of Directors to be Elected at the Meeting” in the Information Circular.

3. Election of Directors: to elect the Board of Directors of the Corporation for the ensuing year. Please refer to “Election of Directors” in the Information Circular.

4. Appointment of Auditor: to appoint the auditors of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditor’s remuneration. Please refer to “Appointment of Auditor” in the Information Circular.

5. Re-approval of Stock Option Plan: to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying Information Circular prepared for the purpose of the Meeting, relating to the re-approval of the stock option plan of the Corporation. Please refer to “Re-approval of Stock Option Plan” in the Information Circular.

6. Other Matters: to transact such other business as may properly come before the Meeting or any adjournment thereof.

For detailed information with respect to each of the above matters, please refer to the subsection bearing the corresponding title under “Particulars of Matters to be Acted Upon” in the Information Circular.

EXGEN URGES SHAREHOLDERS TO REVIEW THE INFORMATION CIRCULAR BEFORE VOTING.

Notice-and-Access is a set of rules intended to reduce the volume of materials that must be physically mailed to shareholders by allowing issuers to post the Information Circular and additional materials online. Materials may be delivered electronically to shareholders. Please call Endeavor Trust Corporation toll free at 1-888-787-0888 or email proxy@endeavortrust.com if you have any questions about Notice-and-Access.

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Accessing Meeting Materials Online

The Meeting materials can be viewed online under ExGen’s profile at www.sedarplus.ca or at https://www.eproxy.ca/ExGenResources/2025AGSM/.

Requesting Printed Meeting Materials

Shareholders can request that printed copies of the Meeting materials be sent to them by postal delivery at no cost to them up to one (1) year from the date the Information Circular was filed on SEDAR+. Shareholders may make their request without charge by calling the toll-free number at 1-888-787-0888 or by sending an email to proxy@endeavortrust.com. In order to receive paper copies in time to vote before the Meeting, your request should be received by November 4, 2025.

Voting Process

Registered holders: If you are not attending the Meeting, you can submit your proxy as follows:

• ONLINE: Go to www.eproxy.ca and follow the instructions.
• EMAIL: Send to proxy@endeavortrust.com
• FACSIMILE: Fax to Endeavor Trust Corporation. at 604-559-8908.
• MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to:
  Endeavor Trust Corporation
  Suite 702, 777 Hornby Street,
  Vancouver, BC V6Z 1S4

To be effective, a proxy must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

Non-registered holders: If you are not attending the Meeting, use the VIF provided by your intermediary (bank, trust company or broker) and return it as early as practicable to ensure that it is transmitted on time (see the VIF for details). It must be received by your intermediary with sufficient time for them to file a proxy with Endeavor Trust Corporation not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

Voting in Person: For registered holders, if you plan to attend the Meeting, you must register with Endeavor Trust Corporation when you arrive at the Meeting to have voting rights at the Meeting. For non-registered holders, if you plan to attend the Meeting, you must appoint yourself in the space provided in the VIF and register with Endeavor Trust Corporation when you arrive at the Meeting to have voting rights at the Meeting and return the VIF to Endeavor Trust Corporation (by the deadline noted above), so that you can be recorded as a proxy appointee.

Dated at Calgary, Alberta, this 26th day of September, 2025.

BY ORDER OF THE BOARD

signed “Jason Riley”
Jason Riley, President and Chief Executive Officer
ExGen Resources Inc.