POWER METALS CORP. — AGM Information 2023

Jun 20, 2023

POWER METALS CORP. (the “Company”) 300 – 1055 W. Hastings Street Vancouver, BC, V6E 2E9 Telephone: (604) 684-6264

Notice of 2023 Annual General Meeting

NOTICE IS HEREBY GIVEN that the 2023 annual general meeting (the “ Meeting ”) of shareholders of Power Metals Corp. (the " Company ") will be held in the North Boardroom of Suite 300 – 1055 West Hastings Street, Vancouver, BC, on Wednesday, July 12, 2023, at the hour of 10:30 a.m., Vancouver Time for the following purposes:

• (a) To receive and consider the report of the directors, the audited financial statements of the Company for the period ended November 30, 2022, and the report of the auditor thereon;

• (b) To appoint an auditor for the ensuing year at a remuneration to be fixed by the directors;

• (c) To fix the number of directors at five (5);

• (d) To elect directors for the ensuing year;

• (e) To approve by ordinary resolution the Company’s stock option plan more particularly described in the accompanying Information Circular, (the “Plan”), including reserving for issuance under the Plan at any time of a maximum of 10% of the issued and outstanding shares of the Company;

• (f) To transact such other business as may be properly transacted at the Meeting or at any adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The board of directors of the Company have fixed June 7, 2023 as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such receive notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

Accompanying this Notice of Meeting are: (1) the Information Circular; (2) a form of proxy, which includes a reply card for use by shareholders who wish to receive the Company's interim and/or annual financial statements.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting, must complete, date and execute 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 Information Circular.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at the City of Vancouver, in the Province of British Columbia, as of the 7[th] day of June, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“Gerry Brockelsby”

Gerry Brockelsby, Chief Executive Officer