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Purepoint Uranium Group Inc. AGM Information 2024

May 3, 2024

45387_rns_2024-05-03_85aa81d2-bd9a-4535-b8c7-4e17e148f283.pdf

AGM Information

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PUREPOINT URANIUM GROUP INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY AT 10:00 A.M. (EDT) ON JUNE 4, 2024

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the “ Meeting ’) of Purepoint Uranium Group Inc. (the “ Company ”) will be held virtually on Tuesday, June 4, 2024 at 10:00 a.m. (EDT) for the following purposes:

  1. to receive the audited financial statements (the “ Audited Financial Statements’ ) and the management discussion & analysis (“ MD&A ”) of the Company for the financial year ended December 31, 2023;

  2. to elect directors of the Company for the ensuing year;

  3. to reappoint MNP LLP as the auditors of the Company for the ensuing year and to authorize the board of directors of the Company (the “ Board of Directors ”) to fix their remuneration;

  4. to consider and, if thought appropriate, pass an ordinary resolution approving the Company’s Omnibus Equity Incentive Compensation Plan as more particularly described in the accompanying management information circular (the “ Circular ”);

  5. to approve and authorize the Board of Directors, in their sole discretion if deemed in the best interest of the Corporation, within one (1) year from the date of the Meeting, to implement a consolidation of all of the issued and outstanding Common Shares of the Corporation on the basis of a consolidation ratio to be determined by the Board of Directors within a range between two (2) pre-consolidation Common Shares for one (1) postconsolidation Common Share and ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share, as more fully described in Circular – Please note that the Board of Directors has no present intention to implement a share consolidation, but believes that it would be prudent to have the necessary shareholder authorization in place should the Board of Directors determine at some point in the following two year period that a share consolidation would be in the best interest of the Corporation ;

  6. to approve and confirm the shareholder rights plan of the Company; and

  7. to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular to be provided by the Company under the Notice and Access System as described below. The full text of the resolutions for the matters listed above is set out in the Schedules to the Circular.

The Board of Directors has fixed April 15, 2024 as the record date for the determination of the shareholders of the Company entitled to receive notice of the Meeting. Shareholders so entitled are invited to attend the Meeting.

VIRTUAL MEETING – The Company has elected to hold the Meeting virtually. Registered shareholders and duly appointed proxyholders will have the opportunity to attend the Meeting online, submit questions, and vote in real time through a web-based platform instead of attending the Meeting in person. Non-registered or beneficial shareholders who have not appointed themselves as proxyholder will be able to attend the meeting as guests, but will not be able to vote or ask questions. Since the Meeting will be held virtually, shareholders will not be able to attend

the Meeting in person. The Company encourages all shareholders to vote in advance of the Meeting by proxy. Please see the section entitled "Virtual Meeting" on page 2 of the Circular for detailed instructions on how to attend and participate at the Meeting.

- In order to attend the Meeting virtually, shareholders are required to log in to https://virtual meetings.tsxtrust.com/1608 at least fifteen (15) minutes prior to the start of the Meeting. Once logged in, registered shareholders will be required to provide the password (purepoint2024) and their control number to vote at the Meeting. Alternatively, shareholders can take steps to submit their votes by proxy by following the instructions below and as further set out in the accompanying Circular.

NOTICE AND ACCESS – The Company has elected to utilize the notice-and-access system under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporitng Issuer and National Instrument 51-102 – Ongoing Requirements for Issuers and Insiders of the Canadian Securities Administrators (the “ Notice and Access System ”) for delivery of the Circular to each of the shareholders of the Company whose proxy is solicited for the Meeting.

Under the Notice and Access System, instead of delivering a paper copy of the Circular, the Company is permitted to provide its shareholders with a notice directing them to a website where they can access an electronic copy of the Circular online and vote their shares using their preferred method either thorugh internet or via paper return. The Company anticipates that the Notice and Access System can directly benefit the Company through a substantial reduction in both postage and printing costs, and also promote environmental sustainability by reducing the large volume of paper documents generated by printing proxy related materials. As a corporation existing under the Canada Business Corporations Act (the “ CBCA ”), the Company is required to apply for, and has obtained, the requisite approval from Industry Canada to exempt the Company from the requirement under the CBCA to deliver the presecribed Circular to its shareholders.

Notwithstanding the use of the Notice and Access System, under the applicable securities and corporate laws, the Company is still required to deliver paper copies of this notice and the proxy form to its shareholders eligble to attend the Meeting. In addition, the Company is required to deliver paper copies of the Audited Financial Statements and MD&A to its registered shareholders (unless such registered shareholder has informed the Company in wirting declining to receive a paper copy of such annual documents) as well as its beneficial shareholders who have submitted a completed supplemental card to the Company or its transfer agent requesting for the delivery of such annual documents.

Website Where the Circular is Posted

Shareholders of the Company can access the Circular for the Meeting on the following website: https://docs.tsxtrust.com/2309 or by accessing the Company’s filings on SEDAR+ at www.sedarplus.ca.

Requesting Paper Copies of the Circular

Shareholders of the Company may also request paper copies of the Circular to be delivered to them by mail at no cost to them by calling the following toll-free number: 1-866-600-5869 or by emailing to [email protected]. In order for the requesting shareholder to receive the paper copy in advance of the deadline for submisission of voting instructions and the date of the Meeting, the request must be made prior to 4:30 pm (EDT) on May 24, 2024. Shareholders of the Company may continue to request a paper copy of the Circular within one year from the date the Circular is filed on SEDAR+. In the case of a request received prior to the date of the Meeting, a paper copy of the Circular so requested will be sent free of charge by the Company to the requesting shareholder at the address

specified in the request, by first class mail, within 3 business days after receiving the request; in the case of a request recevied on or after the date of the Meeting, and within one year of the Circular being filed, a paper copy of the Circular will be sent free of charge by the Company to the requesting shareholder within 10 calendar days after receiving the request, by prepaid mail, courier or the equivalent.

Voting

Shareholders are reminded to review the Circular prior to voting. Registered shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and send it in the enclosed envelope to the Company’s transfer agent, TSX Trust Company (“ TSXT ”), Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attn: Proxy Dept. or by fax 416-595-9593. Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the enclosed voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by TSXT not later than 10:00 am (EDT) on Friday, May 31, 2024, or not later than 10:00 a.m. (EDT) on the date that is two business days immediately prior to any adjournment or postponement of the Meeting.

DATED the 22[nd] day of April, 2024.

ON BEHALF OF THE BOARD

“Christopher Frostad”

Christopher Frostad President and Chief Executive Officer