Spark Energy Minerals Inc. — Proxy Solicitation & Information Statement 2025

Apr 9, 2025

SPARK ENERGY MINERALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT an annual general and special meeting (the "Meeting") of the shareholders of Spark Energy Minerals Inc. (the "Corporation") will be held at 11:00 a.m. (Vancouver time) on Wednesday, April 30, 2025 at 1500 – 409 Granville Street, Vancouver, BC V6C 1T2, Canada for the following purposes:

1. to receive and consider the audited financial statements of the Corporation as at and for the financial year ended July 31, 2024 and the report of the auditor thereon;
2. to fix the number of directors of the Corporation to be elected at the Meeting at four (4);
3. to elect the board of directors of the Corporation to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed;
4. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditor;
5. To consider and, if thought advisable, to approve, with or without variation, an ordinary resolution approving the Corporation's Stock Option Plan as more particularly described in the Information Circular (the "Information Circular") accompanying this Notice;
6. To consider and, if thought advisable, to approve, with or without variation, an ordinary resolution approving the Corporation's new 10% rolling restricted share unit/ deferred share unit plan (the "RSU/DSU Plan") as more particularly described in the Information Circular accompanying this Notice; and
7. to transact such other business as may properly come before the Meeting.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular which accompanies and forms part of this Notice.

If you are a registered Shareholder and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it in the envelope provided to Odyssey Trust Company, Traders Bank Building 702, 67 Yonge Street, Toronto, ON, M5E 1J8, Attn: Proxy Department, or by fax to Odyssey, to the attention of the Proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international) not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment thereof.

Only shareholders of record as at the close of business on March 26, 2025 are entitled to receive notice of the Meeting.

DATED at Vancouver, British Columbia as of the 26th day of March, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Eugene Hodgson"
Eugene Hodgson
President and Director