Nano One Materials Corp — Proxy Solicitation & Information Statement 2025

Apr 16, 2025

nanoOne

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (the "Meeting") of the shareholders of Nano One Materials Corp. ("Nano One" or the "Company") will be held on Friday, May 23, 2025, by teleconference or in person at Suite 2900 - 550 Burrard St, Vancouver, British Columbia, Canada, at 9:00 a.m. (local time in Vancouver) for the following purposes:

1. To receive the annual financial statements of the Company for its fiscal year ended December 31, 2024, together with the auditor's reports thereon;
2. To elect directors for the ensuing year;
3. To appoint Davidson & Company LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing financial year and to authorize the directors to set the auditor's remuneration; and
4. To transact any other business that may properly come before the Meeting.

Shareholders are strongly urged to vote on the matters before the Meeting by completing the accompanying form of proxy ("Proxy") or voting instruction form ("VIF") and to attend in the Meeting via Zoom at

https://zoom.us/j/94157369515?pwd=H6y4dG2AGhBKCfzVfvMA3yJ6o2K9v2.1, and using the webinar ID 941 5736 9515.

Nano One is using the notice and access method ("Notice and Access") under the Canadian Securities Administrators' National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for delivery of this notice and related management information circular (the "Meeting Materials") to its shareholders. The Meeting Materials are available on Nano One's website at https://nanoone.ca/investors/agm and under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Company will also mail paper copies of the Meeting Materials to those registered and beneficial shareholders who have previously elected to receive or otherwise request paper copies of the Meeting Materials. All other shareholders of the Company will receive a notice and access notification containing information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting.

Requesting Printed Meeting Materials

Shareholders wishing to receive paper copies of the Meeting Materials can request them from the Company by calling Computershare Investor Services Inc. (Computershare) by phone at 1-800-564-6253 (North American toll free) or 1-514-982-7555 (International) or by email at info@nanoone.ca. The Company will mail paper copies of the Meeting Materials to requesting shareholders at no cost to them within three business days of their request, if such requests are made no later than May 3, 2025.

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Paper copies of the Meeting Materials requested on or after the date of the Meeting will be sent to you within 10 calendar days after receiving the request. Requests for paper copies of the Meeting Materials can be made until one year following the Meeting.

Voting Process

You have the right to vote if you were a shareholder of the Company at the close of business on April 9, 2025. Shareholders are referred to the management information circular (the "Circular") dated April 14, 2025, accompanying this Notice for more detailed information with respect to the matters to be considered at the Meeting and for the full text of the resolutions.

Eligible shareholders are encouraged to vote your proxy by phone, mail, or internet so that as large a representation as possible may be had at the Meeting. You will need the control number contained in the accompanying Proxy in order to vote. Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a VIF.

Shareholders who cannot attend the Meeting in person may vote by proxy if a registered shareholder or provide voting instructions if a non-registered shareholder.

If you are a registered shareholder of the Company and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with Computershare Investor Services Inc. The deadline for receiving duly completed and executed proxy forms or submitting your proxy by telephone or over the internet is by 9:00 am (Pacific time) on May 21, 2025, or no later than 48 hours (excluding Saturdays, Sundays, and holidays) before the time set for the Meeting or any adjournment or postponement of the Meeting. The Chair of the Meeting may accept or reject any late proxies and can waive or extend the deadline for receiving proxy voting instructions without notice.

To vote by mail, complete the form of proxy and return it in the envelope provided to:

Computershare Investor Services Inc.
Attention: Proxy Department
100 University Avenue, 8th Floor
Toronto, Ontario Canada M5J 2Y1

If you are a non-registered shareholder and a non-objecting beneficial owner, and receive a VIF from Computershare, please complete and return the form in accordance with the instructions. If you do not complete and return the form in accordance with such instructions, you may lose your right to vote at the Meeting, either in person or by proxy.

If you are a non-registered shareholder and an objecting beneficial owner and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting, either in person or by proxy.

DATED at Vancouver, British Columbia, this 14th day of April, 2025.

BY ORDER OF THE BOARD
"Dan Blondal"
Dan Blondal, CEO