Nevada Organic Phosphate Inc — Proxy Solicitation & Information Statement 2024

Feb 27, 2024

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NEVADA ORGANIC PHOSPHATE INC.

408 - 150 24th Street West Vancouver, BC V7V 4G8 Telephone: (604) 355-9986

NOTICE-AND-ACCESS NOTICE TO SHAREHOLDERS

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 28, 2024

You are receiving this notice as Nevada Organic Phosphate Inc. (the “ Company ”) is using notice-andaccess to deliver meeting materials to its shareholders in respect of its annual meeting of shareholders to be held on March 28, 2024 (the “ Meeting ”). Under notice-and-access, instead of receiving paper copies of the Company’s management information circular dated February 15, 2024 (the “ Information Circular ”), and, if requested, the annual financial statements and MD&A for the year ended April 30, 2023 (collectively, the “ Meeting Materials ”), shareholders are receiving this notice containing information on how to access the Meeting Materials electronically. You will also receive a proxy or voting instruction form, as applicable, enabling you to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Company’s printing and mailing costs.

MEETING DATE

WHEN : Thursday, March 28, 2024 TIME : 10:00 a.m. (Pacific time)

WHERE : 408 - 150 24th Street, West Vancouver, BC V7V 4G8

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

• NUMBER OF DIRECTORS: To fix the number of directors of the Company for the ensuing year. See “Set Numbers of Directors” in the Information Circular.

• ELECTION OF DIRECTORS: To elect directors of the Company for the ensuing year. See “Election of Directors” in the Information Circular.

• APPOINTMENT OF AUDITOR: To appoint Buckley Dodds, CPA as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration. See “Appointment of Auditors” in the Information Circular.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

The applicable Meeting Materials can be viewed online under the Company’s profile at www.sedarplus.ca or the Capital Transfer Agency Inc. website at https://capitaltransferagency.com/agm-asm.

The Financial Statement Request Form accompanies the proxy and voting instruction form.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders who wish to receive paper copies of the Meeting materials prior to the Meeting may request copies from the Company's transfer agent Capital Transfer Agency Inc. no later than March 18, 2024 by: (i) emailing them at voteproxy@capitaltransferagency.com; or (ii) calling 1-888-4994482 (toll free) or 1 416-350-5007 (for international callers).

Meeting Materials will be sent to such shareholders within three business days of their request if such requests are made before the Meeting. Those shareholders with existing instructions to receive a paper copy of the Meeting Materials will receive paper copies of the Meeting Materials with this notice. Shareholders may revoke their existing instructions by contacting the service provider who services their account. Shareholders may request paper copies of the applicable Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR+ by email at voteproxy@capitaltransferagency.com.

VOTING

Registered shareholders are asked to return their proxies using the following methods by the deadline set for the deposit of proxies in the accompanying proxy.

Proxies to be used at the Meeting must be deposited with the Company, c/o the Company's transfer agent Capital Transfer Agency Inc., 390 Bay St., Suite 920, Toronto, ON M5H 2Y2., no later than 10:00 a.m. (Pacific Time) on March 26, 2024 , or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held. See also the form of proxy for instructions as to the use of telephone and internet voting.

Please refer to your form of proxy or the Information Circular for further information.

Beneficial shareholders should carefully follow the instructions of their intermediary, nominee or broker, including those regarding when and where the completed voting instruction form is to be delivered. Note that if you are a beneficial shareholder, your intermediary, nominee or broker will need your voting instructions sufficiently in advance of the proxy deposit deadline to enable your nominee to act on your instructions.

QUESTION ABOUT NOTICE-AND-ACCESS

Shareholders with questions about notice-and-access can contact the Company’s transfer agent by telephone at 1-888-499-4482 (toll free) or 1 416-350-5007 (for international callers), or by emailing them at voteproxy@capitaltransferagency.com