Q2 Metals Corp. — Proxy Solicitation & Information Statement 2024

Oct 26, 2024

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Notice of Availability of Proxy Materials for Q2 Metals Corp.’s Annual General and Special Meeting

Meeting Date and Time: Wednesday, November 27, 2024 at 11:00am (local time)

Location: Suite 904, 409 Granville Street, Vancouver, British Columbia

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the management information circular dated October 7, 2024 (the “ Circular ”) and other proxy materials available online prior to voting. These materials are available at:

https://Q2metals.com/investors/agm

OR www.sedarplus.ca

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 November 14, 2024 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedarplus.ca.

For more information regarding notice-and-access or to obtain a paper copy of the 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 Circular, are listed below and which correspond to the sections within the Circular where disclosure regarding the matter can be found:

1. Appointment of Auditors : appointing De Visser Gray LLP are the Company’s auditors and to authorize the directors for fix their remuneration.

2. Number of Directors : setting the number of directors to be appointed at six (6) for the ensuing year.

3. Election of Directors : electing the directors who will serve until the end of the Company’s next annual shareholder meeting.

4. Approval of Amendments to Equity Incentive Plan : approving the amendments to the Company’s Equity Incentive Plan as more particularly described in the Circular.

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 11:00 am (Pacific Time) on November 25, 2024.

Stratification

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

Annual Financial Statements

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