K92 Mining Inc. — Proxy Solicitation & Information Statement 2025

May 9, 2025

K92

MINING INC.

NOTICE

2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

MEETING INFORMATION

WHEN:
Tuesday, June 10, 2025
12:00 pm (Pacific Time)

WHERE: In Person and Virtually
Suite 580, 1090 West Georgia Street, Vancouver, BC, V6E 3V7
and
Online at: https://virtual-meetings.tsxtrust.com/en/1814
Meeting Password: k922025

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders (the "Shareholders") of K92 MINING INC. (the "Company" or "K92") will be held in a hybrid in-person and virtual format.

At the Meeting, Shareholders will be asked to:

Item Description	Information Circular Page
1. Receive the audited consolidated financial statements of the Company together with the auditor’s report thereon for the year ended on December 31, 2024.	19
2. Appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year and authorize the directors to fix the auditor’s remuneration.	19
3. Set the number of directors for the ensuing year at six (6).	20
4. Elect the six director nominees to serve on the Company’s Board.	20
5. Approve a non-binding advisory resolution to accept the Company’s approach to executive compensation.	21
6. Transact any other business which may properly come before the Meeting or at any adjournment or postponement thereof.	22

WHO IS ELIGIBLE TO VOTE?

If you were a Shareholder on April 23, 2025, you are entitled to receive notice of, and to vote at, the Meeting and at any adjournment or postponement thereof.

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

We value your opinion and participation in the Meeting as a shareholder of K92. Please review the Management Information Circular that forms part of this Notice before voting as it contains important information about the Meeting. It is important that you exercise your vote, either virtually at the Meeting, on the internet, or by mail, by completing and returning the enclosed Proxy or Voting Instruction Form.

VOTING DEADLINE

To be eligible for voting at the Meeting, the form of Proxy or VIF must be returned to or deposited with TSX Trust no later than 12:00 p.m. (Pacific time) on June 6, 2025, or if the Meeting is adjourned or postponed, at least 48 business hours (where "business hours" means hours on days other than a Saturday, Sunday or any other holiday in British Columbia) before the time on the date to which the Meeting is adjourned or postponed.

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YOUR VOTE IS IMPORTANT - PLEASE VOTE YOUR SHARES TODAY

NOTICE AND ACCESS

The Company is using “notice and access” delivery to furnish proxy materials to Shareholders over the internet. The Company believes that this delivery process will expedite Shareholders’ receipt of proxy materials and lower the costs and reduce the environmental impact of the Meeting. On or about May 9, 2025, the Company will send to Shareholders of record as of April 23, 2025 a Notice and Access Notification to Shareholders (the “Notice”) containing instructions on how to access the Company’s proxy materials for the Meeting. This Notice also provides instructions on how to vote and includes instructions on how to receive a paper copy of the proxy materials by mail.

HOW TO VOTE

Considering the possible Canada Post labour strike, the Company encourages Shareholders to vote using the internet, telephone, or fax numbers shown in the Information Circular to ensure their vote is received by the proxy voting deadline.

If you are a Registered Shareholder of the Company who wishes to vote and are unable to attend the Meeting, you must complete, date and sign the accompanying form of Proxy and deliver it to the Company’s transfer agent, TSX Trust Company, by any of the methods described below and on page 11 of the Management Information Circular.

Internet:	www.voteproxyonline.com
Mail:	TSX Trust Company, Suite 301 - 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1
Fax:	+1 (416) 595-9593

If applicable, please include the 12-digit control number found on the front of your Proxy.

If you are a Non-Registered Shareholder (as defined in the accompanying Information Circular), please follow the instructions contained in any voting instruction form (“VIF”) provided to you by your broker, investment dealer or other intermediary. If you received a VIF, you are a Non-Registered Shareholder that holds your common shares through a broker, investment dealer or other intermediary and must provide your instructions as specified in the VIF in sufficient time prior to the proxy deadline.

A Shareholder who wishes to appoint a person other than the management nominees identified on the Proxy or VIF (including a Beneficial Shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Information Circular and on their Proxy or VIF. Failure to register the proxy holder with TSX Trust will result in the proxy holder not being able to participate in voting the Meeting and only being able to attend as a guest.

Copies of this Notice of Meeting, the Information Circular, the Proxy and the annual financial statements are posted on the Company’s website at www.K92mining.com and are filed under the Company’s profile www.sedarplus.ca.

If you have any questions regarding the matters to be dealt with at the Meeting, the procedures for voting or completing the form of Proxy or any information contained in the Information Circular with respect to voting, please contact the Company’s registrar and transfer agent, TSX Trust Company, by phone at 1-866-600-5869 (Toll Free in North America), or +1-416-342-1091, or by email at tsxtis@tmx.com.

Dated at Vancouver, British Columbia this 23rd day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"John Lewins"

John Lewins

Chief Executive Officer and Director

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact Laurel Hill Advisory Group:
Telephone:
1-877-452-7184 toll-free in North America
+1-416-304-0211 outside of North America	Email: assistance@laurelhill.com