Orvana Minerals Corp. — Proxy Solicitation & Information Statement 2026

Jan 23, 2026

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ORVANA MINERALS CORP.

Notice of Annual General Meeting of Shareholders

NOTICE is hereby given that the annual general meeting of the holders of common shares (the "shareholders") of Orvana Minerals Corp. (the "Company") will be held as a virtual meeting by webcast on Thursday, February 12, 2026 at 9:30 a.m. (Toronto time) (the "Meeting") for the following purposes:

(a) to receive the Company's comparative audited consolidated financial statements as at and for the fiscal year ended September 30, 2025 and the auditor's report thereon;

(b) to elect directors of the Company to hold office until the close of the next annual meeting of shareholders;

(c) to appoint PricewaterhouseCoopers LLP as the Company's auditor for the ensuing year and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix the auditor's remuneration; and

(d) to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular accompanying this Notice of Meeting.

Shareholders are invited to virtually attend the Meeting by following the advance registration instructions outlined below. Registered shareholders who wish to vote in advance can find instructions in the notes accompanying the enclosed form of proxy. The completed, dated and signed form of proxy should be delivered in the enclosed envelope or otherwise to the Secretary of the Company c/o TSX Trust Company, Proxy Dept., P.O. Box 721, Agincourt, Ontario, M1S 0A1. Please refer to the enclosed form of proxy for instructions on how to vote by mail, fax, telephone or online. Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by TSX Trust Company not later than 9:30 a.m. EST on Tuesday, February 10, 2026 or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjourned meeting.

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IMPORTANT

The Company will hold the Meeting via a virtual-only format by webcast.

Shareholders will not be able to attend the Meeting in person. The Meeting will be held by video conference. Shareholders who wish to attend must complete the advance registration and verification process described below. Upon confirming a shareholder's (or duly appointed proxyholder's) entitlement to attend and vote, the Company will provide the video conference access link and any required meeting credentials (such as a Meeting ID and passcode). We recommend that shareholders call in twenty minutes in advance of the Meeting start time of 9:30 am EST on February 12, 2026 to allow ample time to check into the Meeting electronically via the internet, and to complete the registration and voting procedures.

Subject to the following registration process, shareholders as of the close of business on January 8, 2026 will have an equal opportunity to participate in the Meeting by webcast, regardless of geographic location.

Registered shareholders and proxyholders who have completed the Company's virtual meeting advance registration process will be able to attend the Meeting via webcast. Non-registered shareholders who appoint themselves as proxyholder through their intermediary will be permitted to attend the Meeting via webcast. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be permitted to attend the Meeting. This procedure is in place to ensure that the Company can verify the identity of any shareholder at the Meeting. The Company does not have a record of the Company's non-registered shareholders and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see "Appointment of Proxyholder" and "Revocation of Proxy" below.

In order to streamline the Meeting process, the Company encourages shareholders to vote in advance of the Meeting using the voting instruction form or the form of proxy mailed to them with the Meeting materials and submitting them by no later than 9:30 a.m. EST on February 10, 2026, the cut-off time for deposit of proxies prior to the Meeting.

Shareholder Meeting Registration

For shareholders wishing to attend the Meeting by webcast, advance registration is required by emailing the following information to proxy@orvana.com: (a) the name of the registered shareholder in which common shares of the Company are held; (b) the proxy control number given in respect of such common shares of the Company (unless the person is registering as a proxyholder); and (c) an email address and/or telephone number at which a Company representative may contact such shareholder in order to provide the Meeting ID number and passcode, or request additional information, as necessary.

The virtual Meeting coordinates will only be provided to shareholders and proxyholders who complete the advance registration process using the instructions provided above.

REGISTERED SHAREHOLDERS ON THE RECORD DATE OR PROXYHOLDERS WISHING TO ATTEND THE MEETING ARE REQUIRED TO REGISTER WITH THE COMPANY TO OBTAIN THE MEETING ID NUMBER AND PASSCODE BEFORE THE PROXY-CUT-OFF DEADLINE OF 9:30 A.M. EST ON TUESDAY, FEBRUARY 10, 2026. LATE REGISTRATIONS WILL NOT BE ADMITTED TO THE MEETING.

It is the shareholder's responsibility to ensure connectivity during the Meeting and the Company encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

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Taking into account the foregoing, it is desirable that as many common shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be deposited at the office of the registrar and transfer agent of the Company, TSX Trust Company c/o Proxy Dept., at P.O. Box 721, Agincourt, Ontario, M1S 0A1 not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof.

DATED as of the 15th day of January, 2026.

By order of the Board of Directors

"Robert Metcalfe"

Robert Metcalfe, Chairman