Surge Copper Corp. — Proxy Solicitation & Information Statement 2025

Aug 21, 2025

SURGE

COPPER CORP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the “Meeting”) of shareholders of Surge Copper Corp. (the “Company”) will be held at 888 - 700 West Georgia Street, Vancouver, British Columbia, V7Y 1G5 on Thursday, September 25, 2025 at 10:00 a.m. (Vancouver Time), for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for its fiscal year ended March 31, 2025, together with the auditor’s report thereon;
2. to set the number of directors at eight (8);
3. to elect directors of the Company for the ensuing year;
4. to re-appoint DeVisser Gray LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
5. to consider and, if thought fit, approve an ordinary resolution to confirm and approve the Company’s Share Compensation Plan, as more particularly described in the accompanying management information circular, for continuation during the ensuing year;
6. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

MEETING DATE AND LOCATION

Date & Time: Thursday, September 25, 2025 at 10:00 am PST

Place: Suite 888 – 700 West Georgia Street, Vancouver, British Columbia

The details of all matters proposed to be put before shareholders at the Meeting are set forth in the management information circular (the “Information Circular”) accompanying this Notice of Meeting. At the Meeting, shareholders will be asked to approve each of the foregoing items. Shareholders are reminded to review all information contained in the Information Circular prior to voting.

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Notice and Access

The Company is using the notice and access procedure (“Notice and Access”) adopted by the Canadian Securities Administrators for the delivery of the Information Circular. This alternative means of delivery is more environmentally friendly as it will help reduce paper use and mitigate the Company’s printing and mailing costs. However, instead of receiving paper copies of the Information Circular, shareholders receive this notice of Meeting and a Notice and Access notification which contains information about how to access the Information Circular.

For more information about Notice and Access procedures, please call: (604) 718-5454.

Websites Where Meetings Materials are Posted

Under Notice and Access, the Company will deliver applicable Meeting materials to shareholders by posting the Meeting materials at https://surgecopper.com/investors/agm-materials.

The Meeting materials will be available on this website as of August 20, 2025, and will remain on the website for one full year thereafter. The Meeting materials will also be available under the Company’s profile on SEDAR+ at www.sedarplus.ca as of August 20, 2025.

How to Obtain Paper Copies of Meeting Materials

Shareholders will receive a Notice and Access notification which will contain information on how to obtain electronic and paper copies of the Meeting materials in advance of the Meeting. Shareholders who wish to receive paper copies of the Meeting materials may request copies from the Company by sending written notice to Suite 888, 700 West Georgia Street, Vancouver, British Columbia V7Y 1G5, or by fax to (604) 662-3791; or by telephone call to the Company at (604) 718-5454; or by email to the Company at info@surgecopper.com. Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than September 11, 2025.

Record Date

The directors of the Company have fixed August 13, 2025 as the record date for the Meeting (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof.

Proxies

Please exercise your right to vote by completing and returning the accompanying form of proxy and deposit it with Computershare Trust Company of Canada. Proxies must be completed, dated, signed, and returned to Computershare Trust Company of Canada, Proxy Department, at 320 Bay Street, 14th Floor, Toronto, Ontario, Canada, M5H 4A6 by 10:00 a.m. (Vancouver time) on September 23, 2025, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the date to which the Meeting is adjourned or postponed. Shareholders who wish to vote at the Meeting will have to do so in-person.

Telephone voting can be completed at 1-866-732-8683, voting by fax can be sent to 1-866-249-7775 and Internet voting can be completed at www.investorvote.com.

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If you are a non-registered shareholder, please follow the instructions from your bank, broker, or other financial intermediary for instructions on how to vote your shares.

DATED at Vancouver, British Columbia, August 13, 2025.

BY ORDER OF THE BOARD

"Leif Nilsson"

Leif Nilsson
Chief Executive Officer

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SURGE COPPER CORP

2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Surge Copper Corp. (the "Company") has decided to use the notice and access model for delivery of meeting materials to its shareholders in respect of its 2025 Annual General Meeting ("Meeting") to be held on September 25, 2025. This Notice of Meeting is prepared under the notice and access rules that came into effect on February 11, 2013 under National Instrument 54-101 "Communication with Beneficial Owners of Securities of a Reporting Issuer". Under notice and access, shareholders still receive a form of proxy (the "Proxy") or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the Company's management information circular (the "Information Circular"), shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally responsible, as it will help reduce paper use and the Company's carbon footprint, and will also reduce the cost of printing and mailing of the Meeting materials to shareholders.

MEETING DATE AND LOCATION
Date & Time:	Thursday, September 25, 2025 at 10:00 a.m. (Vancouver time)
Place:	in person at:
888-700 West Georgia Street, Vancouver, British Columbia

The Meeting will take place at 888-700 West Georgia Street, Vancouver, B.C. Registered shareholders and validly appointed proxyholders may attend the Meeting in person. Meeting participants are requested to read the notes in the enclosed form of proxy (the "Proxy") and then to complete, sign, and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in this circular. Shareholders who wish to vote at the Meeting will have to do so in-person.

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND/OR VOTE ON THE FOLLOWING MATTERS:

1. FINANCIAL STATEMENTS: To receive and consider the audited consolidated financial statements of the Company for the financial year ended March 31, 2025, together with the auditor's report thereon. NOTE: There are no financial statements included in the mailing. The audited consolidated financial statements and related Management's Discussion & Analysis have already been mailed to those shareholders who have previously requested to receive them. See the section entitled "Particulars of Matters to be Acted upon – 1. Financial Statements and Auditor's Report" in the Information Circular.
2. SET THE NUMBER OF DIRECTORS: To set the number of directors of the Company at eight (8). See the section entitled "Particulars of Matters to be Acted upon – 2. Set Number of Directors" in the Information Circular.
3. ELECTION OF DIRECTORS: To elect directors of the Company for the ensuing year. See the section entitled "Particulars of Matters to be Acted upon – 3. Election of Directors" in the Information Circular.
4. RE-APPOINTMENT OF AUDITORS: To re-appoint DeVisser Gray LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the auditors' remuneration. See "Particulars of Matters to be Acted upon – 4. Re-Appointment of Auditors" in the Information Circular.
5. APPROVAL OF SHARE COMPENSATION PLAN: To consider, and if thought fit, to pass, with or without variation, an ordinary resolution, in the form included in the Information Circular, approving the Company's share

CAN: 41391570.3

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compensation plan (the "Share Compensation Plan"). See "Particulars of Matters to be Acted upon – 5. Approval of Plan Resolution" in the Information Circular.

Reference is made to the Information Circular dated August 13, 2025, which contains additional details concerning the matters outlined above.

SHAREHOLDERS ARE REMINDED TO VIEW THE INFORMATION CIRCULAR FOR THE MEETING PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED:

https://surgecopper.com/investors/agm-materials

The Meeting materials may also be viewed online under the Company’s profile at www.sedarplus.ca.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS:

Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than September 11, 2025. If you do request a paper copy of the Meeting materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

Shareholders who wish to receive paper copies of the Meeting materials may request copies from the Company by sending written notice to Suite 888, 700 West Georgia Street, Vancouver, British Columbia V7Y 1G5, or by fax to (604) 662-3791; by telephone call to the Company at (604) 718-5454; or by email to the Company at info@surgecopper.com. Meeting Materials will be sent to such shareholders within three business days of their request if such requests are received by the Company no later than five business days before the Meeting date. Requests may also be made up to one year from the date the Information Circular was filed on SEDAR+.

Stratification used: NO

VOTING

Registered shareholders are asked to return their Proxies using one of the following methods at least one business day in advance of the proxy cut-off date as set out in the accompanying Proxy:

Internet: www.investorvote.com

Telephone: 1-866-732-VOTE (8683) Toll Free
1-312-588-4290 Direct Dial for registered holders outside of North America

Fax: 1-866-249-7775

Mail: Computershare Trust Company of Canada, Proxy Dept.
320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, Canada

Non-registered holders are asked to use the voter instruction form provided by your intermediary (bank, trust company or broker) and return it as early as practicable to ensure that it is transmitted on time. It must be received by your intermediary with sufficient time for them to file the Proxy by the deadline noted above.

Shareholders with questions about notice and access can email the Company at info@surgecopper.com or can telephone the Company at (604) 718-5454.

CAN: 41391570.3