Wallbridge Mining Company Limited — Proxy Solicitation & Information Statement 2025

May 12, 2025

WALLBRIDGE MINING COMPANY LIMITED
TSX | WM
OTCQB | WLBMF

WALLBRIDGE MINING COMPANY LIMITED

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual and special meeting (the "Meeting") of the shareholders ("Shareholders") of WALLBRIDGE MINING COMPANY LIMITED (the "Company") will be held via live webcast at https://virtual-meetings.tsxtrust.com/en/1740/ on June 12, 2025 at the hour of 4:30 p.m. (Eastern time) (the "Meeting").

To access the live webcast of the Meeting, shareholders will need to open the following link:

https://virtual-meetings.tsxtrust.com/en/1740/. The password for the live webcast is wallbridge2025 (case sensitive).

The meeting will be held for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended December 31, 2024 and the report of the auditors on such financial statements;
2. to set the number of directors at six (6);
3. to elect directors for the ensuing year;
4. to appoint auditors and authorize the directors to fix the auditors' remuneration;
5. to consider, and if thought advisable, pass a resolution to approve, confirm and ratify the Company's Omnibus Long Term Incentive Plan; and
6. To transact such other business as may be properly transacted at the Meeting or at any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Information Circular.

The directors have fixed that time which is 48 hours, excluding Saturdays, Sundays and holidays, prior to the hour of the meeting, or any adjournment thereof, as the time before which proxies to be used at the meeting must be deposited with the Company or an agent thereof. A failure to so deposit the proxy may result in its invalidation.

NOTICE-AND-ACCESS

Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery ("Notice-and-Access") of Meeting Materials (as defined below) for the Meeting. Notice-and-Access allows the Company to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under National Instrument 54-101-Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the Notice-and-Access system, Shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Information Circular, the annual financial statements and related management's discussion and analysis and other information (the "Meeting Materials"), Shareholders receive this notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to Shareholders. Shareholders are reminded to review the Meeting Materials prior to voting.

Management Information Circular

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WALLBRIDGE MINING COMPANY LIMITED
TSX | WM
OTCQB | WLBMF

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Materials can be viewed online under the Company's profile at https://www.sedarplus.ca/landingpage/, at https://docs.tsxtrust.com/2016 or on the Company's website at https://wallbridgemining.com/investors/agm/. The Company will not use procedures known as "stratification" in relation to the use of Notice-and-Access provisions. Stratification occurs when a reporting issuer using Notice-and-Access provides a paper copy of the Management Information Circular to some Shareholders with this notice package.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Registered holders or beneficial owners may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call toll free at 1-866-600-5869 or email tsxtis@tmx.com.

Requests should be received by June 3, 2025 in order to receive the Meeting Materials in advance of the meeting date.

Only holders of shares of record at the close of business on April 25, 2025 will be entitled to receive notice of and vote at the Meeting. The Company encourages all Shareholders to vote in advance of the Meeting. Shareholders are reminded to review the Information Circular before voting.

DATED at Sudbury, Ontario this 30th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Janet Wilkinson"
Janet Wilkinson, Chair of the Board and Director

Management Information Circular