Koryx Copper Inc. — Proxy Solicitation & Information Statement 2025

Apr 15, 2025

KORYX COPPER

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING TO BE HELD ON MAY 22, 2025

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of Koryx Copper Inc. (the “Company”) will be held via virtual only format on May 22, 2025, at 11:00 a.m. (Pacific Daylight Time), for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for its fiscal year ended August 31, 2024, together with the auditor’s report thereon;
2. to set the number of directors at four (4);
3. to elect directors of the Company for the ensuing year;
4. to appoint MNP LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
5. to approve the Company’s amended and restated omnibus long-term incentive plan (the “New Omnibus Plan”) as described in the management information circular dated April 7, 2025 (“Circular”) and in the form as set out at Schedule “C” thereto;
6. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, as more particularly set forth in the accompanying Circular, relating to the approval of the grant of 2,750,000 restricted share units of the Company under the New Omnibus Plan; and
7. to transact any other business which may properly come before the Meeting.

Virtual Meeting

The Company will be holding its Meeting in a virtual only format. Shareholders will have an equal opportunity to participate at the Meeting online regardless of geographic location. Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting online and vote virtually. Non-Registered Shareholders who have duly appointed themselves as proxyholder will be able to attend the Meeting online and vote virtually. Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting online only as a guest but will not be able to vote virtually at the Meeting. Please see the section titled “Attending the Meeting Virtually” and “Appointment of Proxyholder” as applicable, for further instructions in the accompanying information circular dated April 7, 2025 (the “Circular”).

Attending the Meeting Virtually

Shareholders will not be able to attend the Meeting in person. Instead, Registered Shareholders and duly appointed proxyholders can virtually attend, participate, vote and submit questions at the virtual

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Meeting online and Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests only by going to the following link and first registering:

https://meetnow.global/MC2Q6TF

Shareholders must register before the Meeting in order to virtually attend by following the steps set out in the Circular in the section titled “Attending the Meeting Virtually – Registration to Attend the Meeting Virtually”. Non-Registered Shareholders wishing to virtually vote at the Meeting must appoint themselves as proxyholder after submitting their Voting Instruction Form and follow the additional steps set out in the Circular in the section titled “Appointment of Proxyholders” by May 20, 2025, 11:00 a.m. (PDT).

To ensure a smooth process, the Company is asking registered participants to log in by 10:55 a.m. (PST) on May 22, 2025. It is the Shareholders’ responsibility to ensure connectivity during the Meeting and the Company encourages Shareholders to allow sufficient time to log in to the Meeting before it begins.

Just as with an in-person meeting, Registered Shareholders and duly appointed proxyholders will be able to virtually attend the Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the accompanying Circular. Registered Shareholders who are unable to virtually attend the Meeting are requested to complete, sign and date the accompanying form of proxy in accordance with the instructions provided therein and in the Circular and return it in accordance with the instructions and timelines set forth in the Circular. Non-Registered (or Beneficial) Shareholders, who have not duly appointed themselves as proxyholder, will be able to virtually attend the Meeting as “guests”, but will not be able to participate, submit questions or vote at the Meeting.

The details of all matters proposed to be put before Shareholders at the Meeting are set forth in the Circular accompanying this Notice of Meeting. At the Meeting, Shareholders will be asked to approve each of the foregoing items. Shareholders are reminded to review all information contained in the Circular prior to voting.

Notice and Access

The Company is using the notice and access procedure (“Notice and Access”) adopted by the Canadian Securities Administrators for the delivery of the Circular. This alternative means of delivery is more environmentally friendly as it will help reduce paper use and mitigate the Company’s printing and mailing costs. Under Notice and Access, Shareholders are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote. However, instead of receiving paper copies of the Circular, Shareholders receive this Notice of Meeting and a Notice and Access notification which contains information about how to access the Circular.

For more information about Notice and Access procedures, please call (604) 687-2038.

Websites Where Meeting Materials are Posted

Under Notice and Access, the Company will post the Meeting materials on the Company’s website at www.koryxcopper.com.

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The Meeting materials will be available on this website as of April 15, 2025 and will remain on the website for one full year thereafter. The Meeting materials will also be available under the Company’s profile on SEDAR+ at www.sedarplus.ca as of April 15, 2025.

How to Obtain Paper Copies of Meeting Materials

Shareholders will receive a Notice and Access notification which will contain information on how to obtain electronic and paper copies of the Meeting materials in advance of the Meeting. Shareholders who wish to receive paper copies of the Meeting materials may request copies from the Company by sending written notice to Suite 1890 – 1075 West Georgia Street, Vancouver, British Columbia V6E 3C9, or by fax to (604) 687-3141; or by telephone call to the Company at (604) 687-2038; or by email to the Company at info@koryxcopper.com. Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than May 8, 2025.

Record Date

The directors of the Company have fixed April 7, 2025 as the record date for the Meeting (the “Record Date”). Only Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof.

Proxies

If you are a registered Shareholder of the Company and unable to virtually attend the Meeting, please exercise your right to vote by completing and returning the accompanying form of proxy and depositing it with Computershare Trust Company of Canada (“Computershare”). Proxies must be completed, dated, signed and returned to Computershare, Proxy Department, at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 by May 20, 2025, 11:00 a.m. (PDT) or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Telephone voting can be completed at the number given in the Proxy, voting by fax can be sent to 1-866-249-7775 or 416-263-9524 and Internet voting can be completed at www.investorvote.com.

If you are a Non-Registered Shareholder, please follow the instructions from your bank, broker or other financial intermediary for instructions on how to vote your shares.

DATED at Vancouver, British Columbia, April 7, 2025.

BY ORDER OF THE BOARD

“Heye Daun”

Heye Daun
President & Chief Executive Officer