Murchison Minerals Ltd. — Proxy Solicitation & Information Statement 2025

Apr 3, 2025

MURCHISON MINERALS LTD.
Suite 100, 5063 North Service Road
Burlington, Ontario L7M 5C4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of Murchison Minerals Ltd. (the “Corporation”) will be held at the Ontario Bar Association Conference Centre, Suite 200, 20 Toronto Street, Toronto, Ontario at 10:00 a.m. (Toronto time) on Wednesday, April 30, 2025, for the following purposes:

1. To receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2024 and the auditor’s report thereon;
2. To elect the directors of the Corporation for the ensuing year;
3. To appoint McGovern Hurley LLP, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year and to authorize the directors to fix its remuneration;
4. To approve the Corporation’s Stock Option Plan;
5. To consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation of all the issued and outstanding common shares of the Corporation on the basis of up to twenty (20) pre-consolidation common shares for one (1) post-consolidation common share; and
6. 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 or her duly executed form of proxy with the Corporation's transfer agent and registrar, Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not later than 10:00 a.m. (Eastern time) on Monday, April 28, 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 information circular of the Corporation (the "Information Circular"), accompanying this notice provides additional information with respect to the matters to be considered at the Meeting and forms part of the notice of this Meeting. The Information Circular is also available on the Corporation's website at www.murchisonminerals.com and under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

The board of directors of the Corporation has by resolution fixed the close of business on Wednesday, March 19, 2025 as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

DATED at Toronto, Ontario, this 19th day of March 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) "Jean-Charles Potvin"
Jean-Charles Potvin
Executive Chairman