Helius Minerals Limited — Proxy Solicitation & Information Statement 2025

Nov 24, 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 V6C 3N6, on Friday, the 19th day of December 2025 at 4:00 p.m. local time for the purposes set forth in the following.

1. To receive the audited financial statements of the Company for the fiscal year ending December 31, 2024 together with the auditor's report thereon.
2. To fix the number of directors at four (4) and to elect directors for the ensuing year.
3. To re-appoint HLB Mann Judd, Chartered Accountants, as the auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration.
4. To consider and, if thought fit, pass an ordinary resolution approving the Company’s Amended and Restated Stock Option Plan, as more particularly described in the accompanying management information circular (the “Information Circular”).
5. To transact such other business as may properly come before the Meeting and any postponement or adjournment thereof.

Accompanying this Notice is the 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 14th day of November, 2025.

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