Geomega Resources Inc. — Proxy Solicitation & Information Statement 2025

Sep 16, 2025

GEOMEGA RESOURCES INC. NOTICE OF ANNUAL AND GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and general meeting of the shareholders of Geomega Resources Inc. (the "Corporation") will be held at the offices of Dentons Canada LLP located at 1 Place Ville-Marie, 39th Floor, Montreal, Quebec H3B 4M7, on October 22, 2025 at 10:00 a.m. (the "Meeting"), for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial year ended May 31, 2025 and the auditors' report thereon;
2. to elect the directors of the Corporation for the ensuing year;
3. to appoint the auditors of the Corporation for the ensuing year, and authorize the directors to fix their remuneration;
4. to approve the Corporation's omnibus incentive plan, as amended on September 12, 2025;
5. to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

Notice-and-Access

The Corporation has elected to use "notice-and-access" rules ("Notice-and-Access") under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for distribution of Proxy-Related Materials (as defined below) to shareholders who do not hold shares of the Corporation in their own names (referred to herein as "Beneficial Shareholders"). Notice-and-Access is a recent set of rules that allows issuers to post electronic versions of proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies. "Proxy-Related Materials" refers to this Management Proxy Circular dated September 12, 2025 (the "Circular"), the Notice of Meeting, and a voting instruction form.

The use of Notice-and-Access is more environmentally friendly as it will help reduce paper use. It will also reduce the Corporation's printing and mailing costs. Beneficial Shareholders may obtain further information about Notice-and-Access by contacting Broadridge Financial Solutions Inc. toll free at 1-855-887-2244.

The Corporation is not using Notice-and-Access for delivery to shareholders that hold their shares directly in their respective names (referred to herein as "Registered Shareholders"). Registered Shareholders will receive paper copies of this Circular and related materials including a 15-digit Control Number via prepaid mail.

Websites Where Proxy-Related Materials are Posted

The Proxy-Related Materials are available on the Corporation's website at www.geomega.ca and under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

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Notice Package

Although the Proxy-Related Materials have been posted on-line as noted above, Beneficial Shareholders will receive paper copies of a notice package (“Notice Package”) via prepaid mail, including this Notice of Annual Meeting, containing information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a voting instruction form, and supplemental mail list return card for Beneficial Shareholders to request they be included in the Corporation’s supplementary mailing list for receipt of the Corporation’s interim financial statements for the 2025 fiscal year.

How to Obtain Paper copies of Proxy-Related Materials

Beneficial Shareholders may obtain paper copies of Circular free of charge by contacting Broadridge Financial Solutions Inc. toll free from North America at 1-877-907-7643 or outside of North America at 905-507-5450 or can contact directly by e-mail at noticeandaccess@broadridge.com. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Corporation by 10 a.m. (Eastern Time) on October 20, 2025 in order to allow sufficient time for Beneficial Shareholders to receive their paper copies and to return their voting instruction form by its due date. Shareholders who do not have their Control Number, can contact toll free from North America at 1-855-887-2243.

Assembly

The management proxy circular and the form of proxy prepared in respect of the Meeting accompany this notice. The enclosed management proxy circular contains supplementary information on matters to be discussed at the Meeting and is hereby deemed to be an integral part of this notice.

Boucherville, Quebec, September 12, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Kiril Mugerman
President and Director

Notice is also hereby given that the board of directors of the Corporation has fixed the record date for the Meeting at the close of business on August 26, 2025 (the “Record Date”). Only holders of common shares of the Corporation as of the Record Date are entitled to receive notice of the Meeting. Shareholders of the Record Date will be entitled to vote their shares at the Meeting.