Pasinex Resources Limited — Proxy Solicitation & Information Statement 2025

Jan 20, 2025

Pasinex

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual General Meeting of Shareholders (the "Meeting") of Pasinex Resources Limited (the "Company") will be held at 82 Richmond Street East, Toronto, Ontario, M5C 1P1 at 11:00 a.m. (local time in Toronto, Ontario) on February 14, 2025, for the following purposes:

1. To receive the audited annual financial statements of the Company for the year ended December 31, 2023;
2. To elect the directors of the Company for the ensuing year;
3. To appoint JC Professional Corporation, as the Company's auditor for the ensuing year and to authorize the directors to set the auditor's remuneration; and
4. To approve the transaction of such other business as may properly come before the Meeting.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the information Circular of the Corporation accompanying this Notice of Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be valid, the proxy must be received by Computershare Investor Services Inc. at their offices located at 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1, by mail or fax, not later than forty-eight (48) hours (excluding Saturdays, Sundays, and statutory holidays) prior to the Meeting or any adjournment or postponement thereof.

If you are an unregistered shareholder of the Corporation and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in their sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is January 10, 2025 (the "Record Date"). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

The Board has approved the contents of the Circular. Please review the Circular, as it contains important information about the Meeting, the items of business, and explains who can vote and how to vote.

The Management Information Circular (the "Information Circular") and a form of Proxy accompanying this Notice provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

Date and Time: Friday, February 14, at 11:00 a.m. (Toronto time)

Dial-in Numbers: 647-749-9360 from Canada or the US
7 Digit Access Code – 709 843 289#

*Participants should dial in approximately 5 to 10 minutes prior to the scheduled start time.

Shareholders who dial in to the Meeting through the call details above will not be able to vote on the matters put forth at the Meeting. Only those registered shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting.

DATED at Toronto, Ontario, this January 10, 2025

BY ORDER OF THE BOARD

"Victor Wells"

Lead Director of the Board of Directors