NexMetals Mining Corp — Proxy Solicitation & Information Statement 2025

May 6, 2025

PREMIUM RESOURCES LTD.
principled mining

PREMIUM RESOURCES LTD.
3400 One First Canadian Place, P.O. Box 130
Toronto, ON M5X 1A4
Phone: (604) 770-4334

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general and special meeting (the "Meeting") of shareholders (the "Shareholders") of Premium Resources Ltd. ("PREM" or the "Company") will be held at 15th Floor, 1111 West Hastings Street, Vancouver, BC, V6E 2J3, on Tuesday, June 3, 2025, at 10:00 a.m. (Vancouver time), for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the financial year ended December 31, 2024, together with the auditor's report thereon;
2. to elect eight (8) directors of the Company for the ensuing year (the "Director Election Resolution"), being Paul Martin, Morgan Lekstrom, Mark Christensen, James Gowans, Jason LeBlanc, Norman MacDonald, André van Niekerk and Chris Leavy, to take office immediately after the Meeting, all as more particularly described in the accompanying management information circular dated April 28, 2025 (the "Information Circular");
3. to appoint the independent auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor (the "Auditor Appointment Resolution");
4. to consider and, if thought advisable, to approve, with or without variation, a special resolution (the "Continuance Resolution") approving the continuance of the Company out of the jurisdiction of Ontario under the Business Corporations Act (Ontario) and into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia), and the repeal and replacement of the Company's articles and by-laws in connection therewith with new notice of articles, articles and by-laws, respectively, as more particularly described in the Information Circular (the "Continuance");
5. to consider and, if thought advisable, to approve, with or without variation, a special resolution (the "Name Change Resolution") approving the change of name of the Company to "Nexus Critical Metals and Mining Corp.", or such other name as may be determined by the board of directors of the Company (the "Name Change");
6. to consider and, if thought advisable, to approve, with or without variation, a special resolution (the "Consolidation Resolution") approving the consolidation of the Common Shares, as more particularly described in the Information Circular;
7. to consider and, if thought advisable, pass, with or without variation, an ordinary resolution (the "Omnibus Plan Resolution") confirming and approving the Company's new omnibus equity incentive plan, the full text of which is included as Appendix "E" attached to the Information Circular; and

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1. to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The accompanying 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 of Meeting. The full text of the Resolutions is set forth in Appendix "B" – "Resolutions to be Approved at the Meeting" to the Information Circular.

The Board unanimously recommends that Common Shareholders vote “FOR” the Resolutions.

The record date for the determination of Common Shareholders entitled to receive notice of and to vote at the Meeting is the close of business on April 16, 2025 (the "Record Date"). Only Common Shareholders, whose names have been entered in the register of Common Shareholders as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Each Common Share entitled to vote at the Meeting will entitle the holder thereof to one vote at the Meeting.

A Common Shareholder may attend the Meeting in person or may be represented by proxy. Common Shareholders who are unable to be present at the Meeting are requested to complete, date, sign and return, in the envelope provided for that purpose, the accompanying form of proxy (the "Proxy") for use at the Meeting or any adjournment thereof. To be effective, the Proxy must be received by our transfer agent, Computershare Investor Services Inc. (Attention: Proxy Department, by mail: 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1), no later than 10:00 a.m. (Vancouver time) on Friday, May 30, 2025, or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept Proxies received after such deadline. A Common Shareholder may use the Internet (www.investorvote.com) or telephone (1-866-732-VOTE (8683)) to transmit voting instructions on or before the date and time noted above, and may also use the Internet to appoint a proxyholder to attend and vote on behalf of the Common Shareholder at the Meeting. For information regarding voting or appointing a proxy, see the Proxy and/or the section entitled "Proxy Related Information" in the accompanying Information Circular.

If a Common Shareholder has received more than one Proxy because such holder owns Common Shares registered in different names or addresses, each Proxy should be completed and returned.

If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the Proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

The Proxy confers discretionary authority with respect to: (i) amendments or variations to the matters to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of PREM knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. Common Shareholders who are planning on returning the accompanying Proxy are encouraged to review the Information Circular carefully before submitting the Proxy.

A copy of the Information Circular, the Proxy or voting instruction form (as applicable) and a financial statement request form accompany this Notice of Meeting.

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Dated at the City of Vancouver, in the Province of British Columbia, this 28th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Morgan Lekstrom”

Morgan Lekstrom
Chief Executive Officer and Director
Premium Resources Ltd.

Whether or not you expect to attend the Meeting in person, please complete, date, sign and return the accompanying Proxy at your earliest convenience. The Information Circular provides further information respecting Proxies and the matters to be considered at the Meeting and is deemed to form part of this Notice of Meeting.