Nortec Minerals Corp. — Proxy Solicitation & Information Statement 2025

Dec 15, 2025

NORTEC MINERALS CORP.
Suite 600 - 625 Howe Street
Vancouver, British Columbia V6C 2T6
Tel: (604) 561-2687

NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (the “2025 Meeting”) of the Shareholders of Nortec Minerals Corp. (the “Company”) will be held at 25th Floor, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada on Wednesday, January 7, 2026, at 10:00 a.m. (Vancouver time), for the following purposes:

1. To receive the audited financial statements of the Company for the financial year ended December 31, 2024 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors therein;
2. To set the number of directors at five (5);
3. To elect directors;
4. To ratify, confirm, and approve the appointment DMCL LLP, Chartered Professional Accountants, as auditors of the Company and to authorize the directors to fix their remuneration;
5. To consider and, if thought appropriate, to approve an ordinary resolution providing for the required annual re-approval of the Company's existing stock option plan, reserving for the grant and issuance of incentive stock options of up to a maximum of 10% of the outstanding shares of the Company as of the date of grant, as more particularly described in the accompanying Information Circular; and
6. To transact such further or other business as may properly come before the 2025 Meeting or any adjournment or adjournments thereof.

Accompanying this Notice are the Information Circular dated December 8, 2025, a form of proxy (the “2025 Proxy”) and a Financial Statement Request Form. The accompanying Information Circular provides information relating to the matters to be addressed at the 2025 Meeting and is incorporated into this Notice.

The Company's audited financial statements for the financial year ended December 31, 2024 and the related Management's Discussion and Analysis can be viewed under the Company's profile on www.sedarplus.ca.

Shareholders are entitled to vote at the 2025 Meeting either in person or by proxy. Those who are unable to attend the 2025 Meeting are requested to read, complete, sign and mail, phone or email the enclosed 2025 Proxy in accordance with the instructions set out in the 2025 Proxy and in the Information Circular accompanying this Notice. Please advise the Company of any change in your mailing address.

DATED at Vancouver, British Columbia, this December 8, 2025.

BY ORDER OF THE BOARD
“Derrick Weyrauch”
Director