Kenorland Minerals Ltd. — Proxy Solicitation & Information Statement 2025

Jun 16, 2025

KENORLAND MINERALS LTD.

NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are receiving this notification as Kenorland Minerals Ltd. (the "Company") has opted to use the notice and access model for delivery of meeting materials for its 2025 Annual General Meeting (the "Meeting") to its shareholders. This Notice of Meeting is prepared under the notice-and-access rules that came into effect on February 11, 2013 under National Instrument 54-101 "Communication with Beneficial Owners of Securities of a Reporting Issuer". Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the Information Circular, shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally responsible as it will help reduce paper use and also will reduce the cost of printing and mailing materials to shareholders. The Company will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the information circular to some shareholders with this notice package. In relation to the Meeting, all shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.

MEETING DATE AND LOCATION

Date & Time: Thursday, July 24, 2025 at 11:00 AM PDT

Location: Suite 1570 - 1111 West Georgia Street
Vancouver, British Columbia, Canada

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

1. To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 together with the report of the auditor thereon;
2. To set the number of directors to be elected to the board at six;
3. To elect directors. See "Election of Directors" in the Circular (as defined below);
4. To appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Company for the ensuring year and to authorize the directors to determine the auditors' remuneration. See "Appointment of Auditor" in the Circular;
5. To approve an ordinary resolution of disinterested shareholders approving amendments to the Company's share incentive plan. See "Particulars of Matters to be Acted Upon – Approval of Amendments to Share Incentive Plan" in the Circular; and
6. To transact such other business as may properly come before the Meeting.

Reference is made to the management information circular of the Company dated June 9, 2025 (the "Circular") which contains additional details concerning the matters outlined above.

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SHAREHOLDERS ARE REMINDED TO VIEW THE CIRCULAR FOR THE MEETING PRIOR TO VOTING

WEBSITE WHERE MEETING MATERIALS ARE POSTED:

www.kenorlandminerals.com/investors/agm-materials/

Materials for the Meeting may also be viewed online at www.sedarplus.ca

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS:

Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR+:

Email: info@kenorlandminerals.com

Telephone: 604-568-6005 (local)
1-833-201-0143 (toll free within North America)

Mail: 1570 - 1111 West Georgia Street, Vancouver, BC V6E 4M3

Requests should be received at least five (5) business days in advance of the proxy cut-off date set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of the date of the Meeting.

VOTING:

Registered shareholders are asked to return their proxies using one of the following methods at least one business day in advance of the proxy cut-off date as set out in the accompanying proxy:

Internet: www.investorvote.com

Telephone: 1-866-732-VOTE (8683) toll free

Mail: Computershare Investor Services Inc., Proxy Dept.
100 University Avenue, 8th Floor, Toronto, Ontario, Canada

Non-registered holders are asked to use the voter instruction form provided by your intermediary (bank, trust company or broker) and return it as early as practicable to ensure that it is transmitted on time. It must be received by your intermediary with sufficient time for them to file a proxy by the deadline noted above.

To obtain further information about notice-and-access, shareholders can email the Company at: info@kenorlandminerals.com.