Lodestar Metals Corp. — Proxy Solicitation & Information Statement 2024

Dec 6, 2024

LODESTAR METALS CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 31, 2024
AND
INFORMATION CIRCULAR

DECEMBER 2, 2024

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.

---

• 2 -

LODESTAR METALS CORP.

248-3217 Dunbar Street, Vancouver, BC V6S 0M1

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Lodestar Metals Corp. (the "Company") will be held via teleconference on Tuesday, December 31, 2024 at 10:00 a.m. (PST) for the following purposes:

1. to fix the number of directors at three (3);
2. to elect Lowell Kamin, Scott Margach and Leo Horn as directors for the ensuing year;
3. to appoint Clearhouse LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors; and
4. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

The accompanying Information 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.

The Company's Board of Directors has fixed November 27, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

The Company will be holding its Meeting in a telephone conference format. Therefore, the Company recommends that registered shareholders of the Company complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent, Endeavor Trust Corporation, Proxy Dept., #702 - 777 Hornby Street, Vancouver, BC V6Z 1S2 by mail or fax, no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

If you are a non-registered shareholder of the Company, please complete and return the materials in accordance with the instructions set forth in the accompanying Information Circular.

An information circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, this 2nd day of December, 2024.

By Order of the Board of
LODESTAR METALS CORP.

"Lowell Kamin"

Lowell Kamin
President, CEO and Director