Millennial Potash Corp. — Proxy Solicitation & Information Statement 2025

Jan 10, 2025

MILLENNIAL POTASH CORP.
Suite 300-1455 Bellevue Ave
West Vancouver, BC V7T 1C3
Telephone: (604) 662-8184

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders of Millennial Potash Corp. (the "Company") will be held at the office of Millennial Potash Corp, 300-1455 Bellevue Ave, West Vancouver, British Columbia, on Friday February 7, 2025 at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

(1) to receive the audited financial statements of the Company for the financial year ended August 31, 2024 and the accompanying reports of the auditors;

(2) to set the number of directors of the Company at five and to elect Graham Harris, Farhad Abasov, Peter MacLean, Rick Lacroix and Mark Stauffer as directors of the Company to hold office until the earlier of: (a) the next annual meeting of shareholders of the Company; and (b) their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company's constating documents;

(3) to appoint Davidson & Company LLP, Chartered Accountants as the auditors of the Company for the financial year ending August 31, 2025 and authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending August 31, 2024;

(4) to consider and, if deemed appropriate, to pass, with or without variation, a resolution of disinterested shareholders approving the creation of a new control person holding in excess of twenty (20%) percent of the issued and outstanding shares of the Company as described in the information accompanying this Notice;

(5) to consider and, if deemed appropriate, to pass, with or without variation, resolutions of disinterested shareholders (and excluding any Affiliates or Associates of Insiders) granting annual approval to the Company's Equity Compensation Plan; and

(6) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying information circular (the "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 Annual General and Special Meeting (this "Notice of Meeting").

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The board of directors of the Company has fixed December 27th 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.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

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

DATED at Vancouver, British Columbia, this 6th day of January 2025

By Order of the Board of Directors of

MILLENNIAL POTASH CORP.

(signed) "Farhad Abasov"

Farhad Abasov

Chairman and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.