New Energy Metals Corp. — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

NEW ENERGY METALS

CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of NEW ENERGY METALS CORP. (the "Company") will be held at via Zoom, on Thursday, January 16, 2025, at 10.00 a.m. (PST) for the following purposes:

1. To receive the audited financial statements of the Company for the financial years ended June 30, 2024 and 2023, together with the auditor's reports thereon;
2. To set the number of directors at three (3);
3. To elect directors for the ensuing year;
4. To appoint WDM Chartered Professional Accountants, as the Company's auditor for the ensuing year, and to authorize the directors to fix their remuneration;
5. To consider and, if thought fit, to ratify, confirm and approve the Company's existing Omnibus Equity Incentive Plan for the ensuing year, until January 16, 2026; and
6. To transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying management information circular (the "Information 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 this Notice are the (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

The Board has fixed December 2, 2024, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and have received this Notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

ZOOM MEETING DETAILS:

In order to dial into the Meeting within Canada, shareholders can phone 1.778.907.2071 or in the United States, shareholders can phone 1.669.900.6833 and enter the Meeting ID and Password noted below.

Alternatively, you can find your local number at: https://us06web.zoom.us/u/kweWY5yTc

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In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link:

https://us06web.zoom.us/j/85034202390?pwd=6yxqfmT5Upz0Ihs6k7hQPbREOBkKJp.1

Shareholders will have the option through the application to join the video and audio or simply view and listen.

Meeting ID: 850 3420 2390
Passcode: 631003

In order to assist the Scrutineer with attendance, Shareholders are asked to log into the Meeting with their First and Last Names.

DATED at Vancouver, British Columbia, this 2nd day of December, 2024.

BY ORDER OF THE BOARD OF DIRECTORS,

(signed) "Kenneth Kaczkowski"

Kenneth Kaczkowski
Chief Executive Officer