Metalero Mining Corp. — Proxy Solicitation & Information Statement 2025

Mar 28, 2025

METALERO MINING CORP.

Metalero Mining Corp.

10545 - 45 Avenue NW

250 Southridge, Suite 300

Edmonton, AB CANADA T6H 4M9

NOTICE OF ANNUAL GENERAL MEETING

TAKE NOTICE that the Annual General Meeting of the Shareholders of Metalero Mining Corp. (the "Company") will be held virtually via Microsoft Teams (Link: https://www.microsoft.com/en-ca/microsoft-teams/join-a-meeting; Meeting ID: 218 106 340 860; Passcode: Mz7LM7sX), on Tuesday, April 22, 2025 at 10:00 a.m. (MT) (the "Meeting") for the following purposes:

1. to receive the Report of the Directors;
2. to receive the financial statements of the Company for its fiscal years ended October 31, 2023 and 2024, and the Reports of Auditors thereon;
3. to appoint Auditors for the ensuing year and to authorize the Directors to fix their remuneration;
4. to determine the number of directors and to elect directors;
5. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders of the Company approving amendments to the Company's stock option plan, as more particularly described in the management information circular dated March 10, 2025 (the "Information Circular"); and
6. to transact such other business as may properly come before the Meeting.

Accompanying this Notice are an Information Circular and Form of Proxy.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED this 10th day of March, 2025.

BY THE ORDER OF THE BOARD OF DIRECTORS OF METALERO MINING CORP.

"Robert L'Heureux"

Robert L'Heureux,

President and Chief Executive Officer