Surge Battery Metals — Proxy Solicitation & Information Statement 2025

Jun 12, 2025

SURGE

BATTERY METALS

300-1455 Bellevue Ave

West Vancouver, British Columbia V7T 1C3

Phone: 604 662 8184

www.surgebatterymetals.com

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an Annual General and Special Meeting (the "Meeting") of the shareholders of Surge Battery Metals Inc. (the "Company") will be held at Suite 300, 1455 Bellevue Avenue, West Vancouver, B.C., V7T 1C3 on Wednesday, July 2, 2025 at 10:00 a.m. (Vancouver time) for the following purposes: to receive the audited financial statements of the Company for the period ended December 31, 2024, together with the report of the auditors thereon;

1. to approve the financial statements from the preceding financial year;
2. to fix the number of directors of the Company at six (6) persons;
3. to elect the directors for the forthcoming year;
4. to re-appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, of Vancouver, British Columbia, as the Company’s auditors for the ensuing year and to authorize the directors to fix their remuneration;
5. to approve, by ordinary resolution of disinterested shareholders, the Company's mineral property purchase agreement with M3 Metals Corp., a company which the Company has two common insiders with;
6. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolutions of disinterested shareholders granting annual approval to the rolling components of the Company's security based compensation plan, as more particularly described in the accompanying management circular, and to pass, with or without variation, an ordinary resolution of disinterested shareholders waiving certain restrictions on security based compensation contained in TSX Venture Exchange Policy 4.4; and
7. to transact such further or other business as may properly come before the Meeting or any adjournment thereof. The details of the matters proposed to be put before the Meeting are set forth in the Circular accompanying this Notice, which is supplemental to and expressly made a part of this Notice. Shareholders of record as of the close of business on May 27, 2025 (the "Record Date") will be entitled to vote at the Meeting and at any adjournment or adjournments thereof.

It is important that your shares be represented at this Meeting to ensure a quorum. If you cannot be present to vote in person, please ensure that your proxy or, if a company, your representative, is appointed and present to vote on your behalf at the Meeting. Instructions regarding the appointment of a proxy or representative are contained in the Circular.

DATED at the City of West Vancouver, in the Province of British Columbia, as of this 29th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Greg Reimer

Greg Reimer President & CEO