Tinka Resources Limited — Proxy Solicitation & Information Statement 2025

Feb 22, 2025

TINKA RESOURCES LIMITED
Suite 1305, 1090 West Georgia Street
Vancouver, BC V6E 3V7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of the Shareholders (the "Meeting") of Tinka Resources Limited (the "Company") will be held at Suite 1305, 1090 West Georgia Street, Vancouver, British Columbia, Canada on Wednesday, March 26, 2025 at 10:00 a.m. (Pacific time), for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the fiscal year ended September 30, 2024 (with comparative statements relating to the preceding financial period) together with the report of the auditor therein;
2. To determine the number of directors at seven (7);
3. To elect directors;
4. To appoint D&H Group LLP, Chartered Professional Accountants, as the 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, to pass an ordinary resolution to ratify, confirm and approve the Company's Stock Option Plan, as more particularly described in the Management Information Circular dated February 18, 2025 (the "Management Information Circular");
6. To consider and, if thought fit, to pass an ordinary resolution approving the creation of Nexa Resources S.A. as a new Control Person, as more particularly described in the Management Information Circular. Refer to "Particulars of Matters to be Acted Upon – Approval of the Creation of New Control Persons" in the accompanying Management Proxy Circular; and
7. To consider and, if thought fit, to pass an ordinary resolution approving the creation of Compañía de Minas Buenaventura SAA as a new Control Person, as more particularly described in the Management Information Circular. Refer to "Particulars of Matters to be Acted Upon – Approval of the Creation of New Control Persons" in the accompanying Management Proxy Circular.

Accompanying this Notice of Meeting are a Management Information Circular, a form of Proxy (or a voting instruction form if you hold common shares through a broker or other intermediary) and a Financial Statement Request Form. The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice of Meeting.

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. You may also appoint someone (known as a proxyholder) to represent you at the Meeting and vote on your behalf. If you wish to appoint some other person to represent you at the Meeting, you may do so by striking out the names of the persons designated in the proxy form and inserting the name of the person to be appointed in the blank space provided and signing the proxy form. If you complete and submit the proxy form without alteration, then you will have appointed the Management Nominee(s) to attend the Meeting and vote on your behalf. If you wish to vote at the Meeting by proxy, you must either (a) complete and sign the proxy and return it to the Company's transfer agent, Computershare Investor Services Inc. (Computershare), or (b) follow the instructions in the proxy to vote by telephone or on the internet. In order to be valid, the telephone or internet voting must be completed or the proxy must be received by Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by fax at +1 (866) 249-7775 (toll free in Canada and the United States) or +1 (416) 263-

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9524 (outside Canada and the United States), no later than 10:00 am, Pacific Time on Monday, March 24, 2025.

If you are a non-registered shareholder of the Company and received this Notice 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.

Shareholders are encouraged to vote on the matters in advance of the Meeting by submitting completed form of proxies (or voting instruction form) prior to the Meeting by one of the means described in this Information Circular.

DATED at Vancouver, British Columbia, this 18th day of February, 2025.

BY ORDER OF THE BOARD

(signed) "Graham Carman"

Graham Carman
President, Chief Executive Officer and Director