Moon River Moly Ltd. — Proxy Solicitation & Information Statement 2025

May 21, 2025

MOONRIVER

MOLY

MOON RIVER MOLY LTD.

100 King Street West, Suite 7010, Toronto, Ontario M5X 1B1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of shareholders of Moon River Moly Ltd. (the “Company”) will be held on Thursday, June 12, 2025, at the hour of 10:00 a.m. (Eastern time), at the offices of Bennett Jones LLP, in the Canada D Boardroom, 3400 One First Canadian Place, Toronto, ON, M5X 1A4 for the following purposes:

1. to receive and consider the audited financial statements of the Company for the financial year ended December 31, 2024 and the report of the auditors thereon;
2. to appoint BDO Canada LLP, Chartered Professional Accountants as the auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
3. to elect the directors of the Company for the ensuing year;
4. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution ratifying and approving the Company’s stock option plan;
5. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company’s transfer agent and registrar, TSX Trust Company (the “Transfer Agent”), at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 or by fax at (416) 595-9593 not later than 10:00 a.m. (Eastern time) on Tuesday, June 10, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company (the “Board”) has by resolution fixed the close of business on May 13, 2025, as the record date for the Meeting, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed 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 and special meeting. Additional information about the Company and its financial statements are also available on the Company’s profile at www.sedarplus.ca. Shareholders may contact the Transfer Agent at 1-866-600-5869 or tsxtis@tmx.com to obtain more information relating to the Meeting.

DATED this 13th day of May, 2025.

BY ORDER OF THE BOARD

"Paul Parisotto" (signed)

President, Chief Executive Officer and Director