Metalex Ventures Ltd. — AGM Information 2023

Oct 26, 2023

METALEX VENTURES LTD.

METALEX VENTURES LTD. SUITE 203 – 1634 HARVEY AVENUE KELOWNA, B.C. V1Y 6G2 TELEPHONE: (250) 860-8599 FAX: (250) 860-1362

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The annual general meeting (the “Meeting”) of Shareholders of Metalex Ventures Ltd. (the “Company”) will be held at The Ramada Hotel & Conference Centre, 2170 Harvey Ave, Kelowna, British Columbia on Wednesday, November 22, 2023 at 1:00 p.m. (PST).

The Company is offering Shareholders the option to listen and participate (but not to vote) at the Meeting in real time by video conference through Zoom. Access to the Meeting by Zoom will be via Meeting ID #895 9178 8422.

Shareholders who plan to attend the meeting via the internet on the Zoom platform must submit votes by Proxy ahead of the proxy deadline of 1:00 p.m. (PST) on Monday, November 20, 2023. Attendance by video conference on the Zoom platform allows Shareholders to listen and participate at the Meeting in real time, but not to vote at the Meeting.

The Meeting is to be held for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company together with the auditor’s report thereon and related management discussion and analysis for the year ended April 30, 2023.
2. To set the number of directors at four (4).
3. To elect directors of the Company for the ensuing year.
4. To appoint Davidson & Company 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 consider and, if thought fit, to pass an ordinary resolution of Shareholders approving the continuation of the Company’s share option plan, as more particularly described in the accompanying Information Circular.
6. To consider and, if thought fit, to pass an ordinary resolution of Shareholders approving the continuation of the Company’s deferred share unit plan, as more particularly described in the accompanying Information Circular.

The Meeting will also consider any permitted amendment to or variation of any matter identified in this Notice, and transact such other business as may properly come before the Meeting or any adjournment thereof. An Information Circular accompanies this Notice and contains details of the matters to be considered at the Meeting.

The audited consolidated financial statements for the year ended April 30, 2023, the report of the auditor and related management discussion and analysis will be made available at the Meeting and are available on SEDAR at www.sedarplus.ca.

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Shareholders who are unable to attend the Meeting in person and who wish to ensure their Common Shares are voted at the Meeting are asked to complete, date and sign the enclosed form of proxy or complete another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure their Common Shares are voted at the Meeting. If you hold your Common Shares in a brokerage account you are an unregistered shareholder.

DATED at Kelowna, British Columbia, this 24th day of October, 2023.

BY ORDER OF THE BOARD

"Chad Ulansky"

Chad Ulansky President and Chief Executive Officer

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