Southstone Minerals Limited — Proxy Solicitation & Information Statement 2025

Mar 22, 2025

SOUTHSTONE MINERALS LIMITED

Southstone Minerals Limited

2751 Graham Street

Victoria, British Columbia

V8T 3Z1, Canada

TSX Venture: SML

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders (the "Meeting") of Southstone Minerals Limited (the "Company") will be held at 2751 Graham Street, Victoria, British Columbia, V8T 3Z1, Canada, at 10:00 a.m., on Wednesday, April 30, 2025 for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company for the years ended August 31, 2022, August 31, 2023 and August 31, 2024, together with the reports of the auditors thereon;
2. To fix the number of directors for the ensuing year at three;
3. To elect directors for the ensuing year;
4. To appoint Mao & Ying LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix their remuneration;
5. To ratify and approve the incentive stock option plan of the Company as more particularly described in the Management Information Circular; and
6. To transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Shareholders are encouraged to vote by proxy, by mail, by telephone or on the Internet, in advance of the deadline set forth in the accompanying Information Circular. See "Proxies and Voting Rights". The Company is not aware of any items of business to be brought before the Meeting other than those described in the Information Circular. There will be no Management presentation on the business and operations of the Company at the Meeting.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

Registered holders of common shares of record at the close of business on March 18, 2025 are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) or postponement(s) thereof.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent, TSX Trust Company Attn: Proxy Department, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Canada at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia this 19th day of March, 2025.

BY ORDER OF THE BOARD

/s/ "Terry L. Tucker"

Terry L. Tucker, Executive Chair