iMetal Resources Inc. — Proxy Solicitation & Information Statement 2025

Jul 15, 2025

IMETAL RESOURCES INC.

Suite 550, 800 West Pender Street

Vancouver, British Columbia, V6C 2V6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders of common shares ("Shareholders") of iMetal Resources Inc. (the "Company") will be held at Suite 550 – 800 West Pender Street, Vancouver, British Columbia, Canada on August 7, 2025, at 11:00 a.m. (Pacific time) for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the previous financial year ended May 31, 2024 together with the report of the auditor thereon;
2. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;
3. to fix the number of the directors to hold office for the ensuing year at three (3);
4. to elect directors to hold office for the ensuing year;
5. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution approving the adoption of a new omnibus incentive plan (the "Compensation Plan"), as more fully set out under the heading "Approval of Compensation Plan" in the accompanying Management Information Circular (the "Circular"); and
6. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such Shareholder's shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

We strongly encourage Shareholders to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 11:00 a.m. on Tuesday, August 5, 2025.

As set out in the notes, the enclosed proxy is solicited by management but, you may amend it, if you so desire, by striking out then names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED this 27th day of June 2025

By order of the Board of Directors

IMETAL RESOURCES INC.

/s/ "Satvir Dhillon"

Satvir Dhillon

President, Chief Executive Officer and Director