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SOLIS MINERALS LIMITED Proxy Solicitation & Information Statement 2025

Mar 18, 2025

65813_rns_2025-03-18_107f2818-6ac3-4827-a474-9a2891f55d7f.pdf

Proxy Solicitation & Information Statement

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NEWS RELEASE

19 March 2025

Dear Chess Depositary Interest holder

General Meeting – Notice of Special Meeting and CDI Voting Instruction Form

Notice is given that the Special Meeting ( Meeting ) of Shareholders, including Chess Depositary Interest ( CDI ) holders, of Solis Minerals Ltd. (ARBN 653 083 026) ( Company ) will be held as follows:

Time and date: 9:30am (AWST) on Wednesday, 16 April 2025

Location: 3/32 Harrogate St., West Leederville WA 6007

Notice of Meeting

The Company will not be dispatching physical copies of the Notice of Meeting unless the CDI holder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and Information Circular (together, Meeting Materials ) are being made available to CDI holders electronically and can be viewed and downloaded from:

  • the Company’s website at https://solisminerals.com/investors/asx-announcements/ ; or

  • the ASX market announcements page under the Company’s code “SLM”.

For those CDI holders that have not elected to receive notices by email, a copy of your personalised CDI Voting Instruction Form is enclosed for your convenience. Please complete and return the attached CDI Voting Instruction Form to the Company’s share registry, Computershare Investor Services Pty Limited, using any of the following methods:

Online Lodge
the
CDI
Voting
Instruction
Form
online
at
www.investorvote.com.au.To use the online lodgement facility, CDI
Holders will need their holder number (Securityholder Reference Number
(SRN) or Holder Identification Number (HIN)) as shown on the front of the
CDI Voting Instruction Form.
By post Computershare Investor Services Pty Limited, GPO Box 242, Melbourne
VIC 3001, Australia
Byfax 1800783447 within Australia or +613 94732555 outsideAustralia

Your CDI Voting Instruction Form must be received by 9:30am (AWST) on Friday, 11 April 2025 . Any CDI Voting Instruction Form received after that time will not be valid for the scheduled Meeting. The Company strongly encourages all CDI holders to submit their personalised CDI Voting Instruction Form as instructed prior to the Meeting.

The Meeting Materials should be read in their entirety. If CDI holders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

If you have difficulties obtaining a copy of the Meeting Materials, please contact the Company’s share registry, Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

ASX: SLM

TSX.V: SLMN OTC: WMRSF

FRA: 08W

Email: [email protected]

Address: 3, 32 Harrogate Street, West Email: [email protected] Leederville WA 6007 Media Contact: Phone: 08 6117 4795 for Australia office Jason Mack (604) 209-1658 for Canada office [email protected] www.solisminerals.com Phone: +61 400 643 799

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Authorised by the Board of Solis Minerals Ltd.

Sarah Smith Company Secretary

About Solis Minerals Limited

Solis Minerals is an emerging exploration company, focused on unlocking the potential of its South American copper portfolio. The Company is building a significant copper portfolio around its core tenements of Ilo Este and Ilo Norte and elsewhere in the Coastal Belt of Peru and currently holds 81 exploration concessions for a total of 69,200Ha (46 concessions granted with 35 applications in process).

The Company is led by a highly-credentialled and proven team with excellent experience across the mining lifecycle in South America. Solis is actively considering a range of copper opportunities. South America is a key player in the global export market for copper and Solis, under its leadership team, is strategically positioned to capitalise on growth the opportunities within this mineral-rich region.

www.solisminerals.com

2

Need assistance?

Phone:

Solis Minerals Ltd ~~.~~ ARBN 653 083 026

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 9:30am (AWST) on Friday, 11 April 2025.

CDI Voting Instruction Form

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name at 11 March 2025 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Lodge your Form:

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

XX

Your secure access information is

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

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Control Number: 184791

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000002/000003

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

CDI Votin Instruction Form g

Please mark

Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed

to indicate your directions

XX

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Solis Minerals Ltd. hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Special Meeting of Solis Minerals Ltd. to be held at Unit 3, 32 Harrogate Street, West Leederville WA 6007 on Wednesday, 16 April 2025 at 9:30 am (AWST) and at any adjournment or postponement of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

Items of Business Step 2 For Against Resolution 1(a) - Ratification of issue of Tranche 1 Placement CDIs issued under the Listing Rule 7.1 To consider and, if thought fit, to pass with or without amendment, an ordinary resolution ratifying and approving the issue of 13,176,732 Tranche 1 Placement CDIs Resolution 1(b) - Ratification of issue of Tranche 1 Placement CDIs issued under the Listing Rule 7.1A To consider and, if thought fit, to pass with or without amendment, an ordinary resolution ratifying and approving the issue of 8,784,488 Tranche 1 Placement CDIs Resolution 2 - Approval to issue Placement Options That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 25,558,824 Placement Options Resolution 3 - Approval to issue Tranche 2 Placement CDIs That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 29,156,427 Tranche 2 Placement CDIs Resolution 4(a) - Approval to issue Director Placement Securities - Christopher Gale That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,176,471 Director Placement CDIs and 588,236 Director Options to Christopher Gale (or his nominee/s) Resolution 4(b) - Approval to issue Director Placement Securities - Kevin Wilson That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 294,118 Director Placement CDIs and 147,059 Director Placement Options to Kevin Wilson (or his nominee/s) Resolution 4(c) - Approval to issue Director Placement Securities - Chafika Eddine That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 352,941Director Placement CDIs and 176,471 Director Placement Options to Chafika Eddine(or her nominee/s) Resolution 5(a) - Approval to issue JLM Options to Euroz Hartleys That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 10,803,308 JLM Options to Euroz Hartleys Resolution 5(b) - Approval to issue JLM Options to GBA Capital That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 1,829,045 JLM Options to GBA Capital Resolution 6 - Approval to issue CEO Performance Rights That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, including TSX Venture Exchange Policy 4.4 - Security Based Compensation, disinterested Shareholders approve the issue of up to 6,000,000 CEO Performance Rights to Mr Mitch Thomas (or his nominee/s) Resolution 7(a) - Approval to issue Director Performance Rights - Christopher Gale That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 2,000,000 Director Performance Rights to Christopher Gale Resolution 7(b) - Approval to issue Director Performance Rights - Kevin Wilson That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,600,000 Director Performance Rights to Kevin Wilson Resolution 7(c) - Approval to issue Director Performance Rights - Michael Parker That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,600,000 Director Performance Rights to Michael Parker Resolution 7(d) - Approval to issue Director Performance Rights - Chafika Eddine That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,600,000 Director Performance Rights to Chafika Eddine

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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