NEO Battery Materials Ltd. — Proxy Solicitation & Information Statement 2023

Jan 21, 2023

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Notice of Availability of Proxy Materials for NEO Battery Materials Ltd Annual and Special Meeting

Meeting Date and Time: February 21, 2023 at 3:30 PM

Location: 700-838 West Hastings Street, Vancouver BC V6C 0A6

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

• • https://neobatterymaterials.com/annual general meeting/

OR

www.sedar.com

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by February 8, 2023 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

NEO BATTERY MATERIALS LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETINGOF SHAREHOLDERS

NOTICE IS HEREBY GIVEN an Annual General and Special Meeting (the "Meeting") of the shareholders (the "Shareholders") of NEO BATTERY MATERIALS LTD. (the "Company") will be held at the Company's office at Suite 700 - 838 West Hastings Street, Vancouver, BC V6C 0A6 on February 21, 2023 at 3:30 p.m. for the following purposes:

1. To receive and consider the financial statements of the Company for the year ended February 28, 2022, and the auditor's report thereon;

2. To set the number of directors to be elected at the Meeting at seven (7) and to elect the directors of the Company until the Company's next annual meeting of shareholders;

3. To appoint DeVisser Gray LLP, Chartered Professional Accountants as auditors of the Company and to authorize the directors of the Company to fix their remuneration;

4. To approve the Company's 10% rolling stock option plan, as described in the Circular (as defined below);

5. To consider and, if thought fit, pass, with or without variation, a resolution approving the "Change of Business" of the Company (as defined in Exchange Policy) from a mining issuer to a technology issuer (the " Change of Business "), the text of which is set forth in the Circular (as defined below);

6. To approve by special resolution the continuation of the Company from the Business Corporations Act (British Columbia) to the Business Corporations Act (R.S.O. 1990, c.B.16) (“OBCA”), and to adopt a new By-Law No. 1 for the Company, as described in the accompanying Management Information Circular); and

7. To transact such other business as may properly be brought before the Meeting.

Information relating to the matters to be brought before the Meeting is set forth in the information circular accompanying this Notice of Meeting (the " Circular ").

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying the Notice and the Circular is a form of proxy for use at the Meeting. Any adjourned meeting resulting from an adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only Shareholders of record at the close of business on January 10, 2023, will be entitled to receive notice of and vote at the Meeting.

Registered Shareholders unable to attend the Meeting are requested to date, sign and return the enclosed form of proxy and deliver it in accordance with the instructions set out in the proxy and in the Circular. If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return these materials in accordance with the instructions provided to you by your broker or the other intermediary. Failure to do so may result in your shares of the Company not being voted at the Meeting.

Dated at Vancouver, British Columbia, this 20th day of January, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

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Spencer Huh, CEO and Director

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by February 15, 2023 at 10 AM.

Stratification

The Issuer is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.