Nevada Organic Phosphate Inc — Proxy Solicitation & Information Statement 2025

Feb 28, 2025

NEVADA ORGANIC PHOSPHATE

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

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Nevada Organic Phosphate Inc. (the "Company") will be held at 408 – 150 24th Street, West Vancouver, British Columbia, on Monday, March 31, 2025 at the hour of 10:00 a.m. (Vancouver time), for the following purposes:

1. To receive the audited consolidated financial statements of the Company, together with the auditor's report thereon, for the fiscal year ended April 30, 2024;
2. To set the number of directors at four (4);
3. To elect Robin Dow, Eric Szustak, Garry Smith, and Paul Pitman as directors of the Company;
4. To appoint Buckley Dodds, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditors; and
5. To transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

An Information Circular and Form of Proxy accompany this Notice. The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice. The audited consolidated financial statements and related management's discussion and analysis ("MD&A") for the Company for the financial year ended April 30, 2024 and 2023 have already been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company's transfer agent as discussed below, or they can be found on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca under the Company's profile.

Registered shareholders as at the close of business on February 18, 2025 are entitled to notice of and to vote at the Meeting in person or by proxy. Registered shareholders who are unable to attend the Meeting, or any adjournment(s) or postponement(s) thereof, in person, are requested to read, complete, sign and return or follow the instructions to vote on the internet the Form of Proxy accompanying this Notice in accordance with the instructions set out in the form of Proxy and in the Information Circular accompanying this Notice. Beneficial shareholders who received the form of Proxy accompanying this Notice through an intermediary must deliver the Proxy in accordance with the instructions given by such intermediary.

As described in the "notice and access" notification mailed to shareholders of the Company, the Company has opted to deliver its Meeting materials to shareholders by posting them at https://capitaltransferagency.com/agm-asm and under the Company's profile on the SEDAR+ at www.sedarplus.ca. The use of this alternative means of delivery is more environmentally friendly and more economical as it reduces the Company's paper and printing use and thus reduces the Company's printing and mailing costs. The Meeting materials will be available on the Capital Transfer Agency website for one full year.

Shareholders who wish to receive paper copies of the Meeting materials prior to the Meeting may request copies from

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the Company's transfer agent Capital Transfer Agency, Inc., no later than March 20, 2025 by: (i) emailing them at voteproxy@capitaltransferagency.com; or (ii) calling 1-888-499-4482 (toll free) or 1 416-350-5007 (for international callers).

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 29, 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.

DATED in Vancouver, British Columbia, this 18th day of February, 2025.

BY ORDER OF THE BOARD OF

NEVADA ORGANIC PHOSPHATE INC.

"Robin Dow"

Robin Dow

Chief Executive Officer

and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.