Helius Minerals Limited — Proxy Solicitation & Information Statement 2025

Apr 2, 2025

HELIUS MINERALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the "Meeting") of the shareholders of HELIUS MINERALS LIMITED (the "Company") will be held at Suite 400 - 837 West Hastings Street, Vancouver, British Columbia, on Tuesday, the 29th day of April 2025 at 5:30 p.m. local time for the purposes set forth in the following.

1. To receive the report of the directors.
2. To receive the audited financial statements of the Company for the fiscal year ending December 31, 2023 together with the auditor's report thereon.
3. To fix the number of directors at four (4) and to elect directors.
4. To appoint the auditors for the Company.
5. To consider and, if thought fit, pass an ordinary resolution providing for the required annual re-approval of the Company’s Stock Option Plan.
6. To transact such other business as may properly come before the Meeting and any postponement or adjournment thereof.

Accompanying this Notice is the Company’s Management Information Circular, a form of Proxy or Voting Instruction Form (as applicable) and a Financial Statement Request Form. The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

The Company’s audited financial statements, report of the auditor and related management’s discussion & analysis will be made available at the Meeting, and were mailed to those registered and beneficial shareholders of the Company who requested them. The audited financial statements are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval + at www.sedarplus.ca.

A registered shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the notes accompanying the instrument of proxy enclosed and then complete and return the proxy within the time set out in the notes. As set out in the notes, the enclosed instrument of proxy is solicited by management, but you may amend it, if you so desire, by inserting in the space provided the name of the person you wish to represent you at the Meeting. Non-registered shareholders of the Company should carefully follow the instructions received in respect of voting shares of the Company that they beneficially own, as more fully described under “Advice to Beneficial Holders of Shares” in the Information Circular.

DATED at Vancouver, British Columbia, this 24th day of March, 2025.

BY ORDER OF THE BOARD
“Christian Grainger”
CHRISTIAN GRAINGER
President & CEO