Saga Metals — Proxy Solicitation & Information Statement 2025

Dec 24, 2025

SAGA METALS CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 15, 2026

NOTICE IS GIVEN that an annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Saga Metals Corp. (the "Company" or "Saga Metals") will be held at Suite 2501 – 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, on January 15, 2026 at 10:00 a.m. (PST) for the following purposes:

1. to receive and consider Saga Metal's audited financial statements, together with the notes thereto and the auditor's report thereon, for the financial year ended July 31, 2025 and 2024;
2. to appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants (the "Auditor"), as Saga Metal's auditor for the ensuing financial year and to authorize the directors of the Company to fix the Auditor's remuneration for the ensuing financial year;
3. to set the number of directors of Saga Metals at four (4) for the ensuing financial year;
4. to elect the directors of Saga Metals to hold office until the next annual meeting of Shareholders;
5. to consider and if though fit, pass an ordinary resolution authorizing, approving and confirming the Company's "rolling up to 10% and fixed up to 10%" omnibus equity incentive plan (the "Omnibus Plan"), and to increase the number of Common Shares issuable under the fixed portion of the Omnibus Plan to 10% of the issued and outstanding Common Shares as of the record date for the Meeting, all as more particularly described in the accompanying management information circular of the Company dated December 15, 2025; and
6. to transact such further or other business as may properly come before the Meeting or any adjournments thereof.

The accompanying management information circular dated December 15, 2025 provides additional information relating to the matters to be dealt with at the Meeting (the "Circular"). Shareholders are advised to review the Circular before voting. A copy of the Omnibus Plan is attached to the Circular as Appendix A.

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 or any adjournment thereof. Accompanying this Notice and Circular is a: (i) form of proxy or voting instruction form – please follow the voting instructions detailed therein; and (ii) financial statements request form.

The board of directors of the Company has fixed December 11, 2025 as the record date (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders of record ("Registered Shareholders") at the close of business on the Record Date will be entitled to vote at the Meeting.

Registered Shareholders are entitled to vote at the Meeting either in person or by proxy. Registered Shareholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular. We strongly encourage Shareholders to vote in advance of the Meeting by completing the enclosed form of proxy, or appointing an alternate proxyholder to attend the Meeting in person. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy in the enclosed return envelope addressed to the office of the registrar

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and transfer agent of the Company, Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4, via fax at 604-559-8908 or via scan or e-mail to proxy@endeavortrust.com or to the Company's head office at the address listed on the cover page of this Circular, at least forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment(s) or postponement(s) thereof. The Chair of the Meeting may waive the proxy cut-off time at their discretion without notice. Please advise Saga Metals of any change in your mailing address.

If you are not registered as the holder of your Common Shares but hold your Common Shares through a broker or other Intermediary (as defined in the Circular), you should follow the instructions provided by your broker or other Intermediary in order to vote your Common Shares. See the section in the Circular entitled “General Proxy Information – Advice to Non-Registered Shareholders” for information on how to vote your Common Shares.

The TSX Venture Exchange has neither reviewed nor approved the disclosure in this Notice or the accompanying Circular.

DATED at Vancouver, British Columbia this 15th day of December, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF SEGA METALS CORP.

“Michael Stier”
Chief Executive Officer and Director

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