Imperial Metals — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

Imperial Metals

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of the shareholders of IMPERIAL METALS CORPORATION (the “Company”) will be held:

When	Time	Where
Wednesday, May 21, 2025	2:00 p.m. (Pacific time)	virtual-only shareholders
Meeting via live audio webcast online at
www.meetnow.global/MS9577S

The purpose of the Meeting is:

1. To receive audited consolidated financial statements of the Company for the year ended December 31, 2024, together with the auditors’ report thereon;
2. To elect the directors of the Company to serve until the next annual general meeting of the shareholders;
3. To appoint Deloitte LLP, Independent Registered Public Accounting Firm, as auditors for the Company to hold office until the next annual general meeting of shareholders of the Company and to authorize the directors to fix the remuneration to be paid to the auditors;
4. To approve all unallocated stock options under the Company’s Amended and Restated Stock Option Plan (2007); and
5. To transact such further and other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

To facilitate increased shareholder attendance and participation, the Company is holding the Meeting as a completely virtual meeting. Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting virtually through the above noted link. Non-registered shareholders (being shareholders who hold their shares, among others, through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions in the Management Information Circular (“Circular”) and on their form of proxy or voting instruction form.

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If you are a registered shareholder of the Company and unable to attend the virtual Meeting, complete and return the accompanying form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this Notice of Meeting. A proxy will not be valid unless it is received by Computershare Investor Services Inc, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) between the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. Telephone voting can be completed at 1-866-732-8683 and Internet voting can be completed at www.investorvote.com.

The Chairman of the Meeting has the discretion to accept proxies received after that time.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice of Meeting.

Thank you for your support as shareholders. We strongly encourage you to review the Circular and to vote well in advance of the Meeting. The contents of the Circular and the sending thereof to the shareholders have been approved by the Company's board of directors.

DATED at Vancouver, British Columbia this 4th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “J. Brian Kynoch”

J. Brian Kynoch, President

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by any other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.