Vortex Metals Inc. — Proxy Solicitation & Information Statement 2025

Sep 15, 2025

VORTEX METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of Vortex Metals Inc. (the “Company”) will be held at the offices of Suite 1500 – 409 Granville Street, Vancouver, British Columbia, on Wednesday, October 15th, 2025, at the hour of 11:00 a.m. (Vancouver time) for the following purposes:

(1) to receive the audited financial statements of the Company for the fiscal year ended December 31, 2024, and the accompanying report of the auditors;

(2) to set the number of directors of the Company at five (5);

(3) to elect Vikas Ranjan, Michael Williams, John Larson, Cale Thomas and Paul Furst as directors of the Company;

(4) to appoint MNP LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending December 31, 2025 and authorize the directors of the Company to fix the remuneration to be paid to the auditors;

(5) to consider and, if deemed advisable, to approve an ordinary resolution to re-approve and confirm the Company’s 2023 equity incentive compensation plan;

(6) to consider and, if thought advisable, to approve, with or without variation, a special resolution (the “Continuance Resolution”) approving the continuance of the Company out of the jurisdiction of Ontario under the Business Corporations Act (Ontario) and into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia), and the repeal and replacement of the Company’s articles and by-laws in connection therewith with new notice of articles and articles, respectively, as more particularly described in the Information Circular (the “Continuance”); and

(7) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying 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.

The Board has fixed September 10, 2025 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered Shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) 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, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 10th day of September, 2025.

By Order of the Board of Directors of

VORTEX METALS INC.

"Vikas Ranjan"

Vikas Ranjan

Chief Executive Officer

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.