South Pacific Metals — Proxy Solicitation & Information Statement 2025

Jul 25, 2025

South Pacific METALS CORP.

South Pacific Metals Corp.
710-1030 West Georgia St
Vancouver, British Columbia V6E 2Y3
Canada

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 27, 2025

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the holders of common shares ("Shareholders") of South Pacific Metals Corp. (the "Company") will be held at 710-1030 West Georgia St, Vancouver, British Columbia Canada V6E 2Y3 on Wednesday, August 27, 2025, at 9:00 a.m. (Pacific Time), for the following purposes:

1. to receive and consider the audited financial statements of the Company, together with the notes thereto and the auditor's report thereon, for the financial year ended March 31, 2025;
2. to fix the number of directors to be elected at the Meeting at four (4);
3. to elect directors of the Company to hold office until the next annual meeting of Shareholders;
4. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
5. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company's omnibus compensation plan, dated for reference October 16, 2024, in the form attached as Schedule "B" to and as more particularly described in the Management Information Circular of the Company dated July 15, 2025 (the "Circular"); and
6. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Circular before voting.

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 (the "Board") has fixed the close of business on Tuesday, July 15, 2025, as the record date (the "Record Date") for determining Shareholders who are entitled to receive notice and to vote at the Meeting. Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

---

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares (“Shares”) will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form to ensure that their Shares will be voted at the Meeting. If you hold your Shares in a brokerage account, you are a non-registered Shareholder.

DATED at Vancouver, British Columbia, this July 15, 2025.

BY ORDER OF THE BOARD

/s/ Timo Jauristo
Timo Jauristo
Chief Executive Officer

ii | Page