OREX MINERALS INC. — Proxy Solicitation & Information Statement 2022

Sep 21, 2022

OREX MINERALS INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual General and Special Meeting (" Meeting ") of the shareholders of Orex Minerals Inc. (the " Company ") will be held at Suite 300 – 1055 W Hastings Street, Vancouver, British Columbia, on Wednesday, October 26, 2022, at 11:00 a.m. (Vancouver time) for the following purposes:

1. To receive and consider the audited financial statements of the Company for the year ended April 30, 2022, together with the auditor's report thereon.

2. To appoint the auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.

3. To fix the number of directors at five.

4. To elect the directors for the ensuing year.

5. To consider, and if thought advisable, to approve an ordinary resolution authorizing, ratifying and confirming the Company's stock option plan (the " Stock Option Plan "), as more particularly described in the accompanying management information circular dated September 15, 2022 (the " Circular ").

6. To consider, and if thought advisable, to approve an ordinary resolution authorizing, ratifying and confirming certain amendments to the Stock Option Plan to ensure compliance with the new Policy 4.4 – "Security Based Compensation" of the TSX Venture Exchange Corporate Finance Manual, as more particularly described in the Circular.

In addition, shareholders will be asked to consider any amendment or variation of a matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof.

To reduce printing and mailing costs, we are using the notice and access provisions under National Instrument 54101 – Communication with Beneficial Owners of Securities of a Reporting Issuer to deliver the Circular and other materials for the Meeting (the " meeting materials "). You can access copies of the meeting materials and our management's discussion and analysis and annual audited financial statements for the year ended April 30, 2022 on our website at https://orexminerals.com/investors/annual-general-meeting/ and on our SEDAR profile at www.sedar.com. To receive free printed copies of the meeting materials, please contact our Corporate Secretary by: (i) email: sandi@belcarragroup.com; or (ii) mail: Suite 300, 1055 West Hastings Street, Vancouver, BC V6E 2E9.

A registered shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his duly executed form of proxy with Computershare Investor Services Inc., at 100 University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1 not later than 11:00 a.m. (Vancouver time) on October 24, 2022 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person are requested to date, complete, sign and return the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered shareholders who would like to attend the Meeting should complete and return the materials they received in accordance with the instructions from their broker or other intermediary to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are a non-registered shareholder.

DATED at Vancouver, British Columbia, this 15th day of September 2022.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Bernard Whiting

Bernard Whiting, President, CEO and Director

Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more.

Toll Free 1-866-964-0492

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www.computershare.com/ noticeandaccess

Notice of Availability of Proxy Materials for OREX MINERALS INC. Annual General and Special Meeting

Meeting Date and Location:

When: October 26, 2022 Where: Suite 300, 1055 W Hastings Street, Vancouver, 11:00 am (Pacific Time) BC, V6E 2E9

You are receiving this notice to advise that the proxy materials for the above noted securityholders' meeting are available on the internet. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting.

The information circular and other relevant materials are available at:

- - https://orexminerals.com/investors/annual general meeting/ OR

www.sedar.com

How to Obtain Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than October 14, 2022. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

For Holders with a 15 digit Control Number:

For Holders with a 16 digit Control Number:

Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and entering your control number as indicated on your Voting Instruction Form or Proxy.

Request materials by calling Toll Free, within North America - 1-877-907-7643 if you are in North America or (+1) 905-507-5450 if you are outside North America and entering your control number as indicated on your Voting Instruction Form.

To obtain paper copies of the materials after the meeting date, please contact info@orexminerals.com

To obtain paper copies of the materials after the meeting date, please contact info@orexminerals.com

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Securit holder Meetin Notice y g

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

1. Number of Directors - Number of Directors

2. Election of Directors - Election of Directors

3. Appointment of Auditors - Appointment of Auditors

4. Stock Option Plan - Approval of the Stock Option Plan

5. Amendments to Option Plan - Approval of Amendments to Option Plan

Voting

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy.

PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

Annual Financial statement delivery

• No Annual Report (or Annual Financial Statements) is (are) included in this mailing