Nord Precious Metals Mining Inc. — Proxy Solicitation & Information Statement 2023

Sep 27, 2023

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF CANADA SILVER COBALT WORKS INC.

TAKE NOTICE that an Annual and Special Meeting of Shareholders (the “Meeting”) of CANADA SILVER COBALT WORKS INC. (the “Corporation”) will be held at 3028 Quadra Court, Coquitlam, British Columbia V3B 5X6, on Tuesday, October 31, 2023 at 10:00 a.m. (Pacific time).

The purposes of the Meeting are to:

1. Receive the audited financial statements of the Corporation for its financial year ended December 31, 2022 together with the report of the auditor thereon;
2. Elect the directors of the Corporation for the ensuing year;
3. Appoint the auditor of the Corporation for the ensuing year and authorize the directors to fix its remuneration;
4. Consider and, if deemed advisable, adopt a resolution ratifying and continuing the Corporation’s Stock Option Plan, as more particularly described in the management information circular of the Corporation dated September 25, 2023 (the “Information Circular”), and authorizing the directors to make modifications thereto in accordance with the Stock Option Plan and the policies of the TSX Venture Exchange;
5. Consider and, if deemed advisable, adopt a resolution confirming an amendment to By-Law No. 1 of the Corporation so as to change the quorum requirement for shareholders’ meetings from 5% to 15% of the Corporation’s outstanding shares;
6. Consider, and if deemed advisable, adopt a special resolution authorizing an amendment to the Articles of the Corporation so as to change the name of the Corporation to “Nord Precious Metals Mining Inc.” or such other name as may be selected by the Board of Directors of the Corporation in its discretion;
7. Consider and, if deemed advisable, adopt a special resolution authorizing an amendment to the Articles of the Corporation so as to, if deemed advisable by the Board of Directors of the Corporation, consolidate, no later than twelve months from the date of the Meeting, the issued and outstanding common shares of the Corporation on the basis of one common share for a maximum of every ten common shares issued and outstanding;
8. Consider and, if deemed advisable, adopt, with or without variation, a special resolution approving a plan of arrangement pursuant to section 192(3) of the Canada Business Corporations Act which involves, among other things, the transfer by the Corporation of the Graal Property to Coniagas Battery Metals Inc. (“CBM”) in exchange for 24 million common shares and 12 million common share purchase warrants of CBM and the distribution by the Corporation of an aggregate of 11,749,200 common shares and 5,874,600 warrants of CBM to the shareholders of the Corporation in four annual distributions, as more fully described in the Information Circular;
9. Consider and, if deemed advisable, adopt a special resolution authorizing the Corporation to reduce the stated capital of the issued and outstanding common shares in the capital of the Corporation by an amount necessary for the Corporation to meet the solvency test in subsection 192(2) of the

---

2

Canada Business Corporations Act in connection with the plan of arrangement, as more fully described in the Information Circular;

1. Subject to adoption of the special resolution approving the plan of arrangement, consider and, if deemed advisable, adopt, with or without variation, a resolution authorizing and approving the CBM First Seed Financing (as defined in the Information Circular), which resolution must be approved by a simple majority of votes cast by the “Disinterested Shareholders” (as defined in the Information Circular) as required by the TSX Venture Exchange, as more fully described in the Information Circular;

2. Subject to adoption of the special resolution approving the plan of arrangement, consider and, if deemed advisable, adopt, with or without variation, a resolution authorizing and approving the CBM Second Seed Financing (as defined in the Information Circular), which resolution must be approved by a simple majority of votes cast by the “Disinterested Shareholders” (as defined in the Information Circular) as required by the TSX Venture Exchange, as more fully described in the Information Circular;

3. Subject to adoption of the special resolution approving the plan of arrangement, consider and, if deemed advisable, adopt a resolution approving an omnibus equity incentive plan for CBM, as more fully described in the Information Circular; and

4. Consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof.

Additional information on the above matters can be found in the Information Circular under the headings “Election of Directors”, “Appointment of Auditor”, “The Arrangement” and “Particulars of Matters to be Acted Upon”.

Voting

The Board of Directors has fixed the close of business on September 19, 2023 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.

Notice-and-Access

The Corporation has elected to use “notice-and-access” rules (“Notice-and-Access”) adopted by the Canadian Securities Administrators under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for distribution of its Proxy-Related Materials (as defined below), including this Information Circular, to both its Registered Shareholders and Non-Registered Shareholders, as defined below. Notice-and-Access is a set of rules that allows issuers to post electronic versions of proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies. “Proxy-Related Materials” refers to this Information Circular, the Notice of Meeting, and the voting instruction form (“VIF”) or a form of proxy. The use of Notice-and-Access is more environmentally friendly as it helps reduce paper use. It also reduces the Corporation’s printing and mailing costs.

Shareholders may obtain further information about Notice-and-Access: (i) for Registered Shareholders, by contacting Computershare Investor Services Inc. at 1-866-962-0498 (within North America – toll free) or at 1-514-982-8716 (outside of North America – not toll free) and entering the 15-digit Control Number located on the proxy form or at www.computershare.com/notificationandaccess; or (ii) for Non-Registered

---

3

Shareholders, by contacting Broadridge Financial Solutions, Inc. at 1-877-907-7643 (within North America – toll free) or at 1-877-907-7643 and entering a 16-digit Control Number located on the VIF and following the instructions provided.

“Registered Shareholders” means shareholders who hold their shares of the Corporation directly in their respective names and “Non-Registered Shareholders” means shareholders who do not hold common shares of the Corporation in their own names.

Websites Where Proxy-Related Materials are Posted

The Proxy-Related Materials are available on the Corporation’s website at www.canadasilvercobaltworks.com and under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

Notice Package

Although the Proxy-Related Materials have been posted online as noted above, Non-Registered Shareholders and Registered Shareholders are receiving paper copies of a notice package via prepaid mail, containing information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a VIF in the case of Non-Registered Shareholders, and a form of proxy in the case of Registered Shareholders.

How to Obtain Paper Copies of Proxy-Related Materials

If you are a Registered Shareholder you may request a paper copy of the Proxy-Related Materials by calling 1-866-962-0498 (within North America - toll free) or +1-514-982-8716 (outside of North America - not toll free) and entering the 15-digit control number located on the proxy form. If you are a Non-Registered Shareholder you may request a paper copy by telephone at any time prior to the Meeting by calling 1-877-907-7643 and entering the 16-digit control number located on the VIF and following the instructions provided. If you are dialing from outside North America, please dial +1-303-562-9305 (not toll free). If you do not have a control number, please call toll-free at 1-877-907-7643 to request paper copies or for any enquiries regarding Notice-and-Access.

Paper copies of the Proxy-Related Materials must be requested as soon as possible, but no later than 5:00 p.m. (Pacific time) on October 6, 2023, in order to allow Shareholders sufficient time to receive and review the Proxy-Related Materials and return the form of proxy or VIF not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the time set for the Meeting or any adjournments or postponements thereof.

After the Meeting, Shareholders may obtain paper copies of the Information Circular free of charge by contacting the Secretary of the Corporation at 3028 Quadra Court, Coquitlam, British Columbia V3B 5X6.

Signed this 25th day of September, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

By: (signed)Frank J. Basa Frank J. Basa Chief Executive Officer