Peruvian Metals Corp. — Proxy Solicitation & Information Statement 2025

Feb 27, 2025

CANADA
PROVINCE OF ALBERTA
CITY OF CALGARY

AFFIDAVIT OF MAILING

In the matter of the Annual Meeting of Security Holders of Peruvian Metals Corp. (the “Corporation”) to be held on March 27, 2025.

I, Ivana Farkas, of the City of Calgary, Province of Alberta, make oath and say as follows:

1. THAT I am an employee of Odyssey Trust Company as such have knowledge of the matters hereby declared
2. THAT Odyssey Trust Company has been appointed by the Corporation to complete this mailing;
3. THAT the documents listed in this Affidavit were mailed to security holders of the Corporation as indicated below:

Mailing Number	Class	Holder Type
1	Common	Registered

1. THAT the following documents were mailed on February 25, 2025 to securityholders of the Corporation as indicated above, to their address of record at the close of business on February 14, 2025:

Exhibits	Documents	Mailing Number
A	Form of Proxy	1
B	Notice and Access Notification to Shareholders	1
C	Proxy Return Envelope	1

true copies of which are attached hereto;

Ivana Farkas
Associate, Client Services

SWORN to before me in the City of Calgary, Province of Alberta, this 26 day of February 2025

For OATHS

Farah Decumos Lecomte
A Commissioner for Oaths
In and for Alberta
My Commission expires November 9, 2026

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PERUVIAN METALS CORP. Form of Proxy – Annual Meeting to be held on March 27, 2025

O D Y S S E Y

Trader's Bank Building 702, 87 Yonge Street Toronto ON M5E 1J8

Appointment of Proxyholder

I/We being the undersigned holder(s) of Peruvian Metals Corp. hereby appoint Jefferey J. Reeder or failing this person, Justin Bourassa

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of Peruvian Metals Corp. to be held at 250 Southridge, Suite 300, Edmonton, AB T6H 4M9 and on-line at https://wildlaw-ca.zoom.us/j/88205056830 at 9:00 am (MST) or at any adjournment thereof.

1. Election of Directors.

a. Steve Brunelle
d. Jeffrey J. Reeder

For
☐
☐

A gainst
b. Oscar Pezo
e. Daniel Hamilton

For
☐
☐

Against
☐
☐

For
☐
☐

Against
☐

For
☐
☐

1. Appointment of Auditors. To approve the appointment of Zeifmans LLP, Chartered Accountants, as the auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

2. Rolling Stock Option Plan. To approve an ordinary resolution substantially in the form set out in the accompanying Circular re-approving the Corporation's stock option plan (the "Plan").

For
☐

Withhold
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For
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A gainst
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Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s):

Date

MM/DD/YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

☐

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

This is Exhibit "A" referred to in the

Affidavit of Ivana Farkus

sworn (or affirmed) before me at

Calaan

AB

this 26 day of February 2025

A Commissioned Notary Public for the

Province of Alberta

Forah Dacumos Lecomte

A Commissioner for Oaths

In and for Alberta

My Commission expires November 9, 2026

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Peruvian Metals Corp.

Notice of Availability of Proxy Materials for the Annual Meeting of Shareholders of Peruvian Metals Corp. (the "Corporation")

Meeting Date and Time: March 27, 2025, at 9:00 A.M. (Edmonton Time)

Location: Online at https://wildlaw-ca.zoom.us/j/88205056830 and at 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9

Please be advised that the proxy materials (the "Proxy Materials") for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of the Proxy Materials, but you are reminded to access and review the information circular (the "Management Information Circular") and other proxy materials available online prior to voting. The Proxy Materials are available at:

www.sedarplus.ca

OR

https://peruvianmetals.com/why-invest/

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the Proxy Materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by Monday, March 17, 2025, at 9:00 A.M. (Edmonton Time) in order to receive the paper copies in advance of the meeting. Shareholders may request to receive a paper copy of the Proxy Materials for up to one year from the date the Proxy Materials were filed on www.sedarplus.ca.

For more information regarding notice-and-access or to obtain a paper copy of the Proxy Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

1. Appointment and Remuneration of Auditors. To appoint the Corporation's auditors for the ensuing year and to authorize the directors of the Corporation to fix their remuneration. More information can be found in the Management Information Circular under the heading "Item 2 – Appointment and Remuneration of Auditors".
2. Election of Directors. To elect the directors of the Corporation. More information can be found in the Management Information Circular under the heading "Item 3 – Election of Directors".
3. Confirmation of Rolling Stock Option Plan. To approve the continued use of the Corporation's stock option plan. More information can be found in the Management Information Circular under the heading "Item 4 – Confirmation of Rolling Stock Option Plan".

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Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by Tuesday, March 25, 2025, at 9:00 A.M. (Edmonton Time).

Stratification

The Corporation is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Financial Statements

The Corporation is providing paper copies or emailing electronic copies of its annual and recent interim financial statements to registered shareholders and beneficial shareholders that have opted to receive annual and recent financial statements and have indicated a preference for either delivery method.

Farah Dacumos Lecomte
A Commissioner for Oaths
In and for Alberta
My Commission expires November 9, 2026

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This is Exhibit "C" referred to in the
Affidavit of Ivana Farkas
sworn (or affirmed) before me at
Calgary, AB
this 26th day of February 2023
A Commissioner/Notary Public for the
Province of Alberta

Farah Dacumos Lecomte
A Commissioner for Oaths
In and for Alberta
My Commission expires November 9, 2026

Proxy Department
Trader's Bank Building
702, 67 Yonge St
Toronto, ON M5E 1J8
CANADA