Niobay Metals Inc. — Proxy Solicitation & Information Statement 2025

May 12, 2025

NIOBAY METALS INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the “Meeting”) of Niobay Metals Inc. (the “Corporation”) will be held at 1 Place Ville Marie, 40th Floor, Montreal, Québec on Thursday June 12, 2025 at 10:00 a.m. (Eastern time) for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024 and the auditor’s report thereon;
2. to elect six (6) directors;
3. to appoint the independent auditors of the Corporation and authorize the directors to fix their remuneration;
4. to consider and, if deemed advisable, to pass, with or without variation, a resolution reapproving the Corporation’s 10% rolling stock option plan, in accordance with TSX Venture Exchange policies; and
5. to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

The management proxy circular and the form of proxy prepared in respect of the Meeting accompany this notice. The enclosed management proxy circular contains supplementary information on matters to be discussed at the Meeting and is hereby deemed to be an integral part of this notice.

Montréal, Québec, April 28, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Serge Savard
Serge Savard, Chairman of the Board

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. Registered shareholders who are unable to attend the Meeting in person are requested to complete, sign and date their proxy and mail it, or deposit it with the Corporation’s transfer agent, TSX Trust Company, at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or deliver it by fax to 416-595-9593 or over the Internet at www.voteproxyonline.com. To be valid, all proxies must be submitted prior to 10:00 a.m. on June 10, 2025 or no less than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the chair of the Meeting in his discretion, and the chair is under no obligation to accept or reject any particular late proxy. If you are not a registered shareholder of the Corporation, please complete, sign, and deliver your voting information form in accordance with the instructions provided on the voting information form.

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NOTICE AND ACCESS PROVISIONS

The Corporation uses the notice and access provisions (the "Notice and Access Provisions") under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer and Regulation 51-102 respecting Continuous Disclosure Obligations, for distribution of proxy-related materials to registered and beneficial shareholders, including its annual financial statements for the financial year ended December 31, 2024, and related management discussion and analysis. The Notice and Access Provisions are a set of rules that allow reporting issuers to post electronic versions of proxy-related materials (including management information circulars) via the SEDAR+ system and one other website, rather than mailing paper copies of such materials to shareholders. Shareholders will still receive a notice of meeting and a form of proxy.

Shareholders with question about the Notice and Access Provisions can contact TSX Trust Company toll free at 1 (866) 600-5869 or by email at tsxtis@tmx.com. Shareholders may choose to receive a paper copy of the Circular by contacting TSX Trust Company toll free at 1 (866) 600-5869 or by email at tsxtis@tmx.com. Electronic copies of the notice of the annual general meeting, the Circular and proxy form may be found on the Corporation's SEDAR+ profile at www.sedarplus.ca and at https://docs.tsxtrust.com/2372. The Corporation will not use the procedure known as "stratification" in relation to the use of Notice and Access Provisions. Stratification occurs when a reporting issuer using the Notice and Access Provisions provides a paper copy of the Circular to certain shareholders with the notice package. In relation to the Meeting, all shareholders will receive the required documentation under the Notice and Access Provisions, which will not include a paper copy of the Circular.

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