GreenLight Metals Inc. — Proxy Solicitation & Information Statement 2025

May 21, 2025

GREENLIGHT METALS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (“Common Shares”) of GreenLight Metals Inc. (“GreenLight” or the “Corporation”) will be held at the offices of the Corporation located at 141 Adelaide St W, Suite 520, Toronto, ON M5H 3L5, Canada, on June 26, 2025, at 11:00 am EDT, for the following purposes:

1. to receive the audited financial statements of GreenLight for the financial year ended December 31, 2024 and year ended December 31, 2023, together with the notes thereto and the auditors’ report thereon;
2. to fix the number of directors to be elected at the Meeting at eight (8) members;
3. To elect the directors of the Corporation for the ensuing year, all as more particularly described in the accompanying management information circular prepared for the purposes of the Meeting (the “Information Circular”);
4. to appoint Baker Tilly WM LLP, Chartered Accountants, as auditors of GreenLight for the ensuing year, at a remuneration to be fixed by the Board;
5. to consider, and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving the Corporation’s amended and restated equity incentive plan a copy of which is attached as Schedule “A” in the accompanying Information Circular;
6. to consider, and, if deemed appropriate, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying Information Circular, approving a two-year extension to the term of certain previously granted stock options of the Corporation held by insiders of the Corporation. This resolution must be approved by a majority of the votes cast by disinterested shareholders; and
7. to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular accompanying this Notice of Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be received by TSX Trust Company, Attention: Proxy Department, 301 -100 Adelaide Street West, Toronto, Ontario M5H 4H1, not later than forty-eight hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof.

The proxyholder has discretion under the accompanying form of proxy to consider such further and other business as may properly be brought before the Meeting or any adjournment thereof. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

If you are an unregistered holder of Common Shares and receive these materials through your broker or through another intermediary, please complete the form of proxy or voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in his sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

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The record date for the Meeting has been fixed at the close of business on May 16, 2025 (the “Record Date”). Only Shareholders of record as at the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Common Shares included in the list of Shareholders prepared as at the Record Date. If a Shareholder transfers Common Shares after the Record Date and the transferee of those Common Shares, having produced properly endorsed certificates evidencing such Common Shares or having otherwise established that the transferee owns such Common Shares, demands, at least 10 days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

DATED this 21st day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF GREENLIGHT METALS INC.

(signed) “Barry Hildred”

Barry Hildred
Chairman of the Board of Directors

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