Manganese X Energy Corp. — Proxy Solicitation & Information Statement 2025

Jan 27, 2025

manganese X Energy Corp

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 28, 2025

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of MANGANESE X ENERGY CORP. (the “Company”) will be held at 220 - 145 Chadwick Court, North Vancouver, BC V7M 3K1 on Friday, February 28, 2025, at 8:30 a.m. (Pacific Time), for the following purposes:

1. to receive and consider the audited financial statements of the Company, together with the notes thereto and the auditor’s reports thereon, for the financial years ended March 31, 2024 and March 31, 2023;
2. to fix the number of directors of the Company at five (5);
3. to elect directors of the Company to hold office until the next annual meeting of shareholders, as more particularly described in the accompanying management information circular dated January 9, 2025 (the “Circular”);
4. to appoint Kreston GTA LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
5. to consider and, if thought fit, to pass an ordinary resolution approving and ratifying the Company’s Omnibus Equity Incentive Plan, as more particularly described in the Circular;
6. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders of the Company approving Eric Sprott, through 2176423 Ontario Ltd., becoming a new “Control Person” of the Company (as such term is defined in the Corporate Finance Manual of the TSX Venture Exchange), as more particularly described in the Circular; and
7. to transact such further and other business as may be properly brought before the Meeting and any adjournment thereof.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Circular before voting.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Accompanying this Notice is a (i) form of proxy or voting instruction form, and (ii) request for financial statements form.

The board of directors of the Company (the “Board”) has fixed the close of business on January 9, 2025, as the record date for the determination of the Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares will be voted at the Meeting are requested to complete, date and sign a form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular no later than Wednesday, February 26, 2025, at 8:30 a.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s registrar and transfer agent, Odyssey

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Trust Company, Attn: Proxy Department, Suite 702, 67 Yonge Street, Toronto, ON M5E 1J8, no later than 8:30 a.m. on Wednesday, February 26, 2025, or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any reconvening of the Meeting, if adjourned.

If you are a non-registered (or beneficial) owner of common shares of the Company receiving this Notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds securities on your behalf, please complete and return the materials in accordance with the instructions provided to you by your intermediary.

DATED at Vancouver, British Columbia, this 9th day of January, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Martin Kepman

Martin Kepman

Chief Executive Officer, President, and Director

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