Nevada King Gold Corp. — AGM Information 2021

Mar 2, 2021

VICTORY METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF VICTORY METALS INC.

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Victory Meeting ”) of holders (“ Victory Shareholders ”) of common shares of Victory Metals Inc. (“ Victory ”) will be held on March 31, 2021 at 10:00 a.m. (Vancouver time), at the offices of Stikeman Elliott LLP, 666 Burrard Street, Suite 1700, Vancouver, BC V6C 2X8, for the following purposes:

1. to receive and consider the audited financial statement of Victory for the financial year ended March 31, 2020, together with the auditor’s report thereon;

2. To appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of Victory for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;

3. To elect the directors of Victory to hold office for the ensuing year;

4. To consider and, if deemed appropriate, to pass an ordinary resolution to re-approve the existing stock option plan of Victory (the “ Victory Stock Option Plan ”), as more particularly described in the accompanying Circular;

5. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution (the “ Victory Arrangement Resolution ”), the full text of which is set forth in Appendix A to the accompanying joint management information circular of Victory and Nevada King Mining Ltd. (“ Nevada King ”) dated February 24, 2021 (the “ Circular ”), approving the issuance, or reservation for issuance, by Victory of such number of common shares of Victory (“ Victory Shares ”) as may be required to be issued pursuant to the plan of arrangement (the “ Arrangement ”) under section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) involving Victory and Nevada King pursuant to which Victory will, among other things, acquire all of the issued and outstanding common shares of Nevada King, all as more particularly described in the Circular;

6. Subject to the approval of the Victory Arrangement Resolution, to set, conditional upon, and effective as of completion of the Arrangement (as defined below), the number of directors of Victory at five;

7. Subject to the approval of the Victory Arrangement Resolution, to elect, conditional upon, and effective as of the completion of the Arrangement, as contemplated in the Arrangement Agreement (as defined below), a new slate of directors of Victory, for the ensuing year; and

8. to transact such further and other business as may properly be brought before the Victory Meeting or any postponement or adjournment thereof.

iii

Please Read This Important Notice

To mitigate risks related to the global COVID-19 (coronavirus) public health emergency to Victory Shareholders, Victory employees and other stakeholders, and based on government recommendations to avoid large gatherings, we strongly encourage Victory Shareholders to vote in advance of the Victory Meeting rather than appearing in person, or appointing an alternate proxyholder to attend the Victory Meeting in person.

Any person who wishes to attend the Victory Meeting in person must first register with the Victory Meeting’s host at least 72 hours in advance and receive approval, by calling Michael Stewart at 604-631-1440 or by email at mmstewart@stikeman.com.

The ability of Victory Shareholders to attend the Victory Meeting in person is subject to any governmental orders applicable at the time of the Victory Meeting which might prevent or restrict Victory Shareholders from attending in person. Victory Shareholders who do wish to attend the Victory Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/publichealth/services/diseases/coronavirus-disease-covid-19.html). We ask that Victory Shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Victory Meeting. Please do not attend the Victory Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Victory Meeting.

Victory is monitoring developments regarding COVID-19. In the event Victory decides any change to the date, time, location or format of the Victory Meeting are necessary or appropriate due to difficulties arising from COVID-19, Victory will promptly notify Victory Shareholders of the change by issuing a news release, a copy of which will be available on SEDAR at www.sedar.com.

Specific details of the matters proposed to be put before the Victory Meeting are set forth in the Circular which accompanies this Notice of Annual General and Special Meeting of Victory Shareholders.

The board of directors of Victory (the “ Victory Board ”) recommends that Victory Shareholders vote IN FAVOUR of the Victory Arrangement Resolution. It is a condition to the completion of the Arrangement that the Victory Arrangement Resolution be approved at the Victory Meeting. Collin Kettell, CEO and director of Victory and Executive Chairman of Nevada King, and Craig Roberts, director of Victory and an advisor to Nevada King who was to be nominated for election as a director of Nevada King at the next annual meeting of shareholders of Nevada King, declared their interest in the Arrangement and abstained from voting at the Victory Board meeting in respect of the Arrangement and related matters.

The record date for determining the Victory Shareholders entitled to receive notice of and to vote at the Victory Meeting is the close of business on February 23, 2021 (the “ Record Date ”). Only Victory Shareholders whose names have been entered in the register of Victory Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Victory Meeting.

iv

Your vote is important regardless of the number of Victory Shares you own. Victory Shareholders are invited to attend the Victory Meeting. Registered Victory Shareholders who are unable to attend the Victory Meeting or any postponement or adjournment thereof in person are requested to complete, date, sign and return the enclosed form of proxy or, alternatively, to vote over the internet (www.alliancetrust.ca/shareholders), in each case in accordance with the enclosed instructions. To be used at the Victory Meeting, the completed proxy form must be deposited at the office of Alliance Trust Company (“ Alliance ”), at their offices located at Suite 1010, 407 – 2nd Street S.W., Calgary, Alberta, T2P 2Y3, by mail, fax (403-237-6181) or email (inquiries@alliancetrust.ca) or the proxy vote is otherwise registered in accordance with the instructions thereon. Non-registered Victory Shareholders should complete and send the form of proxy or voting instruction form in accordance with the instructions provided on such form. To be effective, a proxy must be received by Alliance not later than 10:00 a.m. (Vancouver time) on March 29, 2021, or in the case of any postponement or adjournment of the Victory Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays), prior to the time of the postponed or adjourned meeting. Late proxies may be accepted or rejected by the Chair of the Victory Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

DATED this 24th day of February, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Paul Matysek”

Paul Matysek Executive Chairman

v