Richmond Minerals Inc. — Proxy Solicitation & Information Statement 2026

Feb 3, 2026

RICHMOND MINERALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that an annual general and special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Richmond Minerals Inc. (the “Corporation”) will be held on March 4, 2026 at 10:00 a.m. (Toronto time) in a virtual format via Zoom. To access the Meeting via Zoom, please use the following details: Meeting ID: 834 3827 9394; Passcode: 783376. The Meeting will be held for the following purposes:

1. to receive and consider the financial statements of the Corporation for the years ended May 31, 2025 and 2024 and the report of the auditors thereon;
2. to appoint CAN Partners LLP, Chartered Accountants as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
3. to elect the directors of the Corporation for the ensuing year;
4. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve, for the ensuing year, the Corporation’s incentive stock option plan;
5. to consider and if thought advisable, to pass, with or without variation a special resolution allowing the directors of the Corporation to consolidate the issued and outstanding common shares of the Corporation on the basis of one (1) post-consolidation common share for up to three (3) pre-consolidation common shares; and
6. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

An “ordinary resolution” is a resolution passed by at least a majority of the votes cast by Shareholders who voted in respect of that resolution at the Meeting and a “special resolution” is a resolution passed by at least two-thirds of the votes cast by Shareholders who voted in respect of that resolution at the Meeting

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular of the Corporation (the “Circular”) under the section entitled Matters to be Acted Upon.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is January 19, 2026, (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

Notice-and-Access

The Corporation is utilizing the notice-and-access mechanism (the “Notice-and-Access Provisions”) that came into effect on February 11, 2013 under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations, for distribution of Meeting materials to registered and beneficial Shareholders as applicable.

Website Where Meeting Materials are Posted

The Notice-and-Access Provisions are a new set of rules that allows reporting issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via the System for Electronic Document Analysis and Retrieval+ (“SEDAR”) and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Circular, financial statements of the Corporation for the year ended May 31, 2025 (the “Financial Statement”) and management’s discussion and analysis of the Corporation’s results of operations and financial condition for 2025 (the “MD&A”) may be found on the Corporation’s SEDAR profile at www.sedarplus.ca and also at https://richmondminerals.com/annual-and-special-meetings-filings/. The Corporation will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular to some

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Shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Circular.

Obtaining Paper Copies of Materials

The Corporation anticipates that using notice-and-access for delivery to all Shareholders will directly benefit the Corporation through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions about notice-and-access can call the Corporation’s transfer agent Marrelli Trust Company Limited (“Marrelli”) at 1-844-MTCL-888 (682-5888), or by email at info@marrellitrust.ca. Shareholders may also obtain paper copies of the Circular, Financial Statement and MD&A free of charge by contacting Marrelli at the same number or email upon request to the Corporation’s Chief Financial Officer.

A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Corporation or Marrelli, as applicable, by February 18, 2026 in order to allow sufficient time for Shareholders to receive the paper copies and to return their proxies or voting instruction forms to intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof (the “Proxy Deadline”). Requests for paper copies of the materials received after this time will be delivered to Shareholders in accordance with applicable securities laws.

Voting

All Shareholders are invited to attend the Meeting and may attend in person via Zoom or may be represented by proxy. A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the common shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders who are unable to attend the Meeting in person, or any adjournments or postponements thereof, are requested to complete, date and sign the enclosed form of proxy (registered holders) or voting instruction form (beneficial holders) and return it in the envelope provided.

To be effective, the enclosed form of proxy or voting instruction form must be mailed or faxed so as to reach or be deposited with Marrelli Trust, the Corporation’s transfer agent (in the case of registered holders) at Marrelli Trust Company Limited, c/o DSA Corporate Services Limited Partnership., 82 Richmond Street East, 2nd Fl., Toronto, Ontario M5C 1P1; Fax: 416-360-7812, or voted online at www.voteproxy.ca not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof or to your intermediary (in the case of beneficial holders) with sufficient time for them to file a proxy by the Proxy Deadline. SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

DATED this 19th day of January, 2026

BY ORDER OF THE BOARD OF DIRECTORS OF RICHMOND MINERALS INC.

Signed “Franz Kozich-Koschitzky”
Franz Kozich-Koschitzky
Chief Executive Officer and Director