Western Metallica Resources Corp. — Proxy Solicitation & Information Statement 2025

May 12, 2025

WM

Western Metallica

WESTERN METALLICA RESOURCES CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD ON JUNE 9, 2025

TO THE SHAREHOLDERS OF WESTERN METALLICA RESOURCES CORP.

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the "Meeting") of the shareholders (the "Shareholders") of Western Metallica Resources Corp. (the "Corporation") will be held on Monday, June 9, 2025 at 11:00 a.m. (Toronto time) virtually via live audio webcast online at:

| Webcast | Join Zoom Meeting
https://us02web.zoom.us/j/83237569843?pwd=fdaNnpHwgSFJIIwDSEHDusScTOZ3i3.1
Meeting ID: 832 3756 9843
Passcode: 661386 |
| --- | --- |

The Meeting is being held for the following purposes:

1. To receive the audited financial statements of the Corporation for the financial year ended December 31, 2024, together with the auditor's report thereon;
2. To appoint McGovern Hurley LLP as auditors (the "Auditors") of the Corporation for the current financial year and to authorize the directors to fix the remuneration of the Auditors;
3. To elect directors of the Corporation for the ensuing year;
4. To consider and, if thought fit, to approve an ordinary resolution ratifying and re-approving the Corporation's existing Omnibus Incentive Plan (the "Omnibus Plan"). The full text of the ordinary resolution is set out in the accompanying Circular;
5. To consider and, if thought fit, approve a special resolution allowing the directors of the Corporation to consolidate the issued and outstanding shares of the Corporation on the basis of one post-consolidation Western Metallica Share for each ten pre-consolidation Western Metallica Share; and
6. To transact other business as may properly come before the Meeting.

We will hold our Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

This notice of meeting (this "Notice of Meeting") should be read together with the Circular and form of proxy (the "Form of Proxy") or a voting instruction form ("VIF"), as applicable. The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure

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Obligations of the Canadian Securities Administrators (the "Notice-and-Access Provisions") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Corporation to post its Circular and any additional materials online. Shareholders who would like more information about the Notice-and-Access Provisions may contact the Corporation's transfer agent, Endeavor Trust Corporation, at 1 (604) 559-8880. Please see the section entitled "Notice-and-Access" in the accompanying Circular.

The Circular and all additional materials have been posted in full online at https://www.westernmetallicacorp.com/investors and under the Corporation's SEDAR profile at www.sedar.com. Shareholders are reminded to carefully review the Circular and any additional materials prior to voting on the matters being transacted at the Meeting. Copies of: (i) this Notice of Meeting; (ii) the Circular; (iii) the Form of Proxy and VIF; and (iv) the audited consolidated financial statements of the Corporation and accompanying management discussion and analysis, may be obtained free of charge by contacting Endeavor Trust Corporation at: (a) 777 Hornby Street, #702, Vancouver, BC V6Z 1S4; (b) by phone at 1 (604) 559-8880; or (c) by emailing a request to proxy@endeavortrust.com. In order to ensure that a paper copy of the Circular and additional materials can be delivered to a Shareholder in time for such Shareholder to review the Circular and return a Form of Proxy (or a VIF) prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received no later than May 28, 2025.

Any adjournment(s) of the Meeting will be held at a time and place to be specified at the Meeting. Only Shareholders of record at the close of business on April 25, 2025 are entitled to receive notice of and vote at the Meeting and any adjournment(s) or postponement(s) thereof.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered Shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Endeavor Trust Company, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a user name to participate in the Meeting and only being able to attend as a guest.

Shareholders unable to attend the Meeting or any adjournment(s) thereof in person are requested to date, sign and return the enclosed Form of Proxy to the Corporation's registrar and transfer agent, Endeavor Trust Corporation at 777 Hornby Street, #702, Vancouver, BC V6Z 1S4. In order to vote by internet prior to the Meeting, enter the 12-digit control number and password printed on the Form of Proxy at www.eproxy.ca. A non-registered shareholder should follow the instructions included on the voting instruction form provided by his/her/its Intermediary (as defined in the Circular). To be effective, a proxy must be received not later than 11:00 a.m. (Toronto time) on June 5, 2025, or in the event that the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) immediately preceding any adjournment(s) or postponement(s) thereof. Instead of mailing your proxy, Shareholders may choose to vote using the Internet in accordance with the instructions set out in the Form of Proxy.

DATED this 25th day of April, 2025

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Greg Duras"
CEO, Director & Corporate Secretary

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