Midland Exploration Inc. — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

MIDLAND EXPLORATION

132 boul. Labelle, Suite 220
Rosemère, Québec J7A 2H1

Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the "Meeting") of Midland Exploration Inc. (the "Corporation") will be held at 1, Place Ville Marie, 40th Floor, Montréal, Québec, at 10:00 a.m. (Eastern Standard Time) on Thursday, February 13, 2025 (the "Meeting Date"), for the following purposes:

1. to receive the 2024 Annual Report of the Corporation, containing the consolidated financial statements of the Corporation for the year ended September 30, 2024 and the report of the auditors thereon;
2. to elect the directors for the ensuing year;
3. to appoint the auditors of the Corporation for the ensuing year and authorize the directors to fix their remuneration; and
4. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The management proxy circular of the Corporation (the "Circular") enclosed herein provides detailed information on the items that will be brought before the Meeting and is therefore to be considered as forming a part of this notice. Information respecting the Directors may be found under the heading "Election of Directors" starting on page 6 of the Circular. Information respecting the appointment of the auditors may be found under the heading "Appointment of Auditors" on page 8 of the Circular. Information respecting the use of discretionary authority to vote on any such other business may be found under paragraph "What if amendments are made or if other matters are brought before the Meeting?" on page 3 of the Circular.

The Corporation has elected to use the notice and access model (the "Notice and Access") for the delivery of the Circular and the Corporation's management's discussion and analysis and consolidated financial statements for the fiscal year ended September 30, 2024 (collectively, the "Meeting Materials") to its shareholders.

Under Notice and Access, instead of receiving printed copies of the Meeting Materials, shareholders are receiving this notice with information on how they may access such Meeting Materials electronically. However, together with this notice, shareholders continue to receive a proxy (in the case of registered shareholders) or a voting instruction form (in the case of non-registered shareholders), enabling them to vote at the Meeting. The Corporation has adopted this alternative means of delivery in order to further its commitment to environmental sustainability and to reduce its printing and mailing costs.

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Accessing Meeting Materials Online

The Meeting Materials can be accessed online on the Corporation's SEDAR+ profile at www.sedarplus.ca or on the Corporation's website at www.midlandexploration.com.

Requesting Printed Meeting Materials

Shareholders can request that printed copies of the Meeting Materials be sent to them by postal delivery at no cost to them up to one year from the date the Circular was filed on SEDAR+. Registered shareholders may make their request by calling the Corporation's transfer agent, TSX Trust Company ("TSX Trust"), at 1-866-600-5869 (within North America) and at 1-416-342-1091 (outside North America). Non-registered shareholders may make their request by telephone at 1-866-600-5869.

To receive the Meeting Materials in advance of the proxy deposit date and Meeting Date, shareholders' requests for printed copies must be received by February 4, 2025 to ensure timely receipt within three business days of the request.

Stratification

The Corporation has determined that those registered and beneficial shareholders with existing instructions on their account to receive printed materials and those registered and beneficial shareholders with addresses outside of Canada and the United States will receive a printed copy of the Meeting Materials with this notice.

Montréal, January 3, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Gino Roger
Gino Roger, President and Chief Executive Officer

IMPORTANT

Holders of shares may exercise their rights by attending the Meeting or by completing a proxy form. Those who are unable to attend the Meeting are urged to complete and return the enclosed form of proxy to TSX Trust, 100 Adelaide West, suite 301, Toronto, Ontario, M5H 4H1, or by fax at 1-416-595-9593, before 10:00 a.m. (Eastern Standard Time) on Tuesday, February 11, 2025. A person appointed as proxy need not be a shareholder of the Corporation. Holders of shares may also exercise their voting rights by going to the following website: www.voteproxyonline.com. For any additional information concerning this matter or questions regarding the use of the Notice and Access by the Corporation, please contact TSX Trust by calling at no charge at 1-866-600-5869 (within North America) and at 1-416-342-1091 (outside North America) or by e-mail at tsxtis@tmx.com.

The Corporation urges shareholders to review the Meeting Materials before voting.