Phenom Resources Corp. — AGM Information 2024

Nov 14, 2024

N O T I C E O F M E E T I N G

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Phenom Resources Corp. Suite 1100 – 1199 West Hastings Street Vancouver, British Columbia V6E 3T5 Canada

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of PHENOM RESOURCES CORP. (the “Company”) will be held at Suite 1100 – 1199 West Hastings Street, Vancouver, BC V6E 3T5 on Thursday, December 12, 2024, at 10:30 a.m. (Pacific Time) , for the following purposes:

1. to receive the audited financial statements of the Company for the year ended November 30, 2023, together with the report of the auditor thereon;

2. to fix the number of directors to be elected at the Meeting at four (4);

3. to elect four (4) directors of the Company to hold office until the next annual meeting of Shareholders;

4. to re-appoint Charlton & Company, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;

5. to consider and, if though fit, to pass an ordinary resolution approving and ratifying the Company’s Omnibus Equity Incentive Plan, as more particularly described in the accompanying management information circular dated October 28, 2024 (the “ Circular ”); and

6. to transact such further and other business as may be properly brought before the Meeting and any adjournment or postponement thereof.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting and any adjournment thereof.

Accompanying this Notice is (i) the Circular, (ii) a form of proxy, and (iii) a request for financial statements form. The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Circular before voting.

The board of directors of the Company (the “ Board ”) has fixed October 28, 2024, as the record date (the “Record Date” ) for determining Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only Shareholders of record at the close of business on the Record Date, and the duly appointed proxyholders thereof, will be entitled to vote at the Meeting.

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares will be voted at the Meeting are requested to complete, date and sign a form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular no later than December 10, 2024, at 10:30 a.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company's registrar and

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N O T I C E O F M E E T I N G

transfer agent, Computershare Investor Services Inc., 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, no later than 10:30 a.m. on Tuesday, December 10, 2024, or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any reconvening of the Meeting, if adjourned.

If you are a non-registered (or beneficial) owner of common shares of the Company receiving this Notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds securities on your behalf, please complete and return the materials in accordance with the instructions provided to you by your intermediary.

DATED at Vancouver, British Columbia, this 28[th] day of October 2024.

ON BEHALF OF THE BOARD

/s/ Paul Cowley

Paul Cowley

Chief Executive Officer, President, and Director

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