FNX Inc. — Proxy Solicitation & Information Statement 2025

Nov 5, 2025

S2 MINERALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of S2 Minerals Inc. (the “Company”) will be held at the offices of the Company, 141 Adelaide Street West, Suite 1101, Toronto, Ontario on Thursday, the 27th day of November, 2025 at 2:00 p.m. (Toronto time) for the following purposes:

1. to receive and consider the financial statements of the Company for the fiscal year ended May 31, 2025, together with the report of the auditors thereon;
2. to elect the directors of the Company for the ensuing year;
3. to re-appoint MNP LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the board of directors of the Company (the “Board”) to fix their remuneration;
4. to consider, and, if deemed appropriate, to pass with or without variation an ordinary resolution re-approving the stock option plan of the Company, as more particularly described in the accompanying management information circular (the “Circular”);
5. to consider and, if deemed advisable, pass, with or without variation, a special resolution the full text of which is set forth in the Circular, approving a change in the name of the Company to “FNX Inc.” or such other name as the directors of the Company, in their sole discretion, may determine;
6. to consider and, if thought advisable, pass, with or without variation, a special resolution, the full text of which is set forth in Schedule “B” of the Circular, to authorize and approve an amendment of the articles of incorporation of the Company to amend the rights and restrictions of the existing class of common shares and re-designate such class as subordinate voting shares, and to create a new class of multiple voting shares; and
7. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The Board has fixed the close of business on October 21, 2025 as the record date (the “Record Date”) for determining Shareholders entitled to receive notice of and to vote at the Meeting and any adjournment or postponement thereof. Only 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.

This Notice is accompanied by a form of proxy, the Circular and a supplemental mailing list form. The Company strongly encourages each Shareholder to submit a form of proxy or voting instruction form in advance of the Meeting using one of the methods described below and in the Circular. Registered Shareholders should complete, date and sign a proxy form in advance of the Meeting and return it in the envelope provided for that purpose to the Company c/o TSX Trust Company (“TSX Trust”) at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, by courier, by mail, by fax at 1.416.595.9593, or by electronic voting through www.voteproxyonline.com. Votes cast electronically are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper proxy form. Further details on the electronic voting process are provided in the form of proxy. Beneficial Shareholders who receive the Meeting materials through their broker or other intermediary should complete and return their form of proxy or voting information form in accordance with the instructions provided by their broker or intermediary. Shareholders are reminded to review the Circular prior to voting.

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The Board has, by resolution, fixed 2:00 p.m. (Toronto time) on November 25, 2025, or in the event of an adjournment or postponement of the Meeting, 48 hours before the time of the adjourned or postponed Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxy forms to be used or acted upon at the Meeting, or any adjournment or postponement thereof, must be deposited with the Company's transfer agent and registrar, TSX Trust. Alternatively, a proxy form may be given to the Chair of the Meeting at which the proxy form is to be used. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late form of proxy.

Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy in the manner set out in this Notice and the Circular regardless of whether the Shareholder will be attending the Meeting in person.

DATED at Toronto, Ontario, Canada as of the 23rd day of October, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Daniel Noone”

Daniel Noone, Chief Executive Officer