Stelmine Canada : Notice of Meeting and Management Proxy Circular

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

AND

MANAGEMENT PROXY CIRCULAR

December 10, 2021

This information circular is provided to the shareholders of Stelmine Canada Ltd. in connection with the solicitation of proxies by management in respect of:

The annual general meeting of shareholders to be held on January 31, 2022 at 1 p.m., through

the Zoom videoconference platformhttps://us06web.zoom.us/meeting/register/tZcof- 6srz4qG921LPHC54SwFZbSic_eIw1L

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting of shareholders (the "Meeting") of Stelmine Canada ltd (the "Corporation") will be held on the Zoom videoconference platform, on January 31, 2022 at 1 p.m. EST, for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the period ended July 31, 2021 and the auditors' report thereon;
2. to elect the directors for the ensuing year;
3. to appoint the independent auditor, Brunet Roy Dubé, CPA S.E.N.C.R.L for the ensuing year, and to authorize the Board of directors to fix its remuneration;
4. to reapprove the stock option plan as described in the attached Management Proxy Circular; and
5. to consider and transact such other business that may properly come before the Meeting.

Québec, Québec, December 10, 2021.

By order of the Board of directors

STELMINE CANADA LTD

/s/ Isabelle Proulx

Isabelle Proulx

President and CEO

Only registered shareholders and duly appointed proxyholders will be entitled to participate and vote at the Meeting. Non-registered shareholders may attend, but will not be entitled to vote. No one will be able to attend the Meeting in person.

Only holders of common shares of the Corporation of record at the close of business on December 23, 2021 are entitled to receive a notice of the Meeting and only those holders of the common shares of the Corporation of record at the close of business on December 23, 2021, or who subsequently become shareholders and comply with the provisions of the Canada Business Corporations Act are entitled to vote at the Meeting.

Holders of shares may exercise their rights by attending the Meeting or by completing a proxy form. Those who are unable to attend the Meeting in person are urged to complete and return the enclosed form of proxy to TSX Trust Company by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 or by fax to 1-416-595-9593 before 1 p.m. on Thursday January 27, 2022 or two (2) business days before the Meeting or any adjournment thereof.

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REGISTRATION AND LOG IN PROCESS

To attend the Meeting, please register using the link

[https://us06web.zoom.us/meeting/register/tZcof-6srz4qG921LPHC54SwFZbSic_eIw1L]at least 60 minutes before the scheduled start of the Meeting. After registering, you will receive a confirmation email with access instructions. You can also contact the Corporation at [e-mail] for more information.

To ensure a smooth process, the Corporation is asking registered participants to log into by 12:45 p.m. (Montreal time) on January 31st, 2022.

Registered shareholders and duly appointed proxyholders will be asked to identify themselves before the beginning of the Meeting.

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STELMINE CANADA LTD.

MANAGEMENT PROXY CIRCULAR

Purpose of the Proxy Solicitation

This Management Proxy Circular (the "Information Circular") is provided in connection with the solicitation of proxies by management of Stelmine Canada Ltd. (the "Corporation") in respect of the annual general meeting of shareholders of the Corporation to be held at the time and place and for the purposes set out in the accompanying Notice of Meeting. While it is expected that solicitations will be made primarily by mail, directors, officers and employees of the Corporation may solicit Proxies personally or by telephone or fax. All costs of this solicitation will be borne by the Corporation.

Delivery of Proxy-related Materials

These Meeting materials for shareholders have been sent to both registered and non-registered shareholders (non-registered owners of shares are defined in this Information Circular as "Beneficial Owners"). If you are a Beneficial Owner, and the Corporation or its mandatary has sent you these documents directly, your name and address and information concerning your share holdings have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation is not using notice-and-access procedures for delivering its proxy-related materials to its shareholders, and will therefore send paper copies of those materials to all shareholders. The Corporation will send all proxy-related materials directly to all non-objecting Beneficial Owners, through the intermediary of its registrar and transfer agent, TSX Trust Company. The Corporation intends to pay for intermediaries to deliver the proxy-related materials along with Form 54-101A7 of Regulation 54-101 entitled "Request for Voting Instructions made by Intermediary" of to all non- objecting Beneficial Owners.

Voting by Proxyholders

The voting rights carried by all the Common Shares represented at the Meeting by duly signed proxies will be exercised and when a decision pertaining to an item on the Meeting agenda has been specified in the form of proxy, the votes carried by the Common Shares represented by such proxy shall be exercised in accordance with the instructions set forth therein. In the absence of such instructions, the persons designated by management, if such persons are named proxyholders, will vote in favour of all matters set forth herein.

Every proxy given to the persons designated by management or any person designated in the enclosed form of proxy, confers a discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matter that may properly come before the Meeting. As of the date of this Information Circular, management knows of no such amendments, variations or other matter expected to come before the Meeting. However, if other matters not now known to management should properly come before the Meeting, management's nominees named in the form of proxy will vote on them in accordance with their best judgment.

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To be effective, the instrument appointing a proxy or proxies must be deposited with the offices of the Corporation's registrar and transfer agent, TSX Trust Company, Proxy Department, 301-100 Adelaide West, Toronto, Ontario M5H 4H1, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment thereof.

Appointment of Proxyholders

A Shareholder may appoint a person (who need not be a Shareholder) other than Isabelle Proulx and André Proulx, who are management's nominees, to attend and act on the Shareholder's behalf at the Meeting. To exercise this right, the shareholder must insert the name of the shareholder's intended proxyholder in the space provided and cross out the names of management's nominees or complete and sign another appropriate proxy instrument, and in either case, deliver the proxy to the offices of the Corporation's registrar and transfer agent, TSX Trust Company, Proxy Department, 100 Adelaide West, Suite 301, Toronto, Ontario M5H 4H1, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment thereof.

Revocation of Proxies

A shareholder may revoke a proxy pertaining to any matter that has not yet been voted on in accordance with the powers conferred by the proxy.

A shareholder may revoke a proxy by depositing a written notice of revocation, signed by the shareholder or the shareholder's mandatary authorized in writing:

1. at the offices of the Corporation's registrar and transfer agent, TSX Trust Company, Proxy Department, 100 Adelaide West, Suite 301, Toronto, Ontario M5H 4H1, at any time, but not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting at which the proxy is to be used, or any adjournment thereof; or
2. at the Corporation head's office at 8255 Boulevard Henri-Bourassa, Suite 230, Québec City, Québec G1G 4C8, to the attention of the Corporate Secretary, any time up to and including the last business day before the day of the Meeting at which the proxy is to be used; or
3. with the Meeting chair on the day of the Meeting or any adjournment thereof.

A shareholder may also revoke a proxy by signing another form of proxy bearing a later date and depositing it at the offices of the Corporation's the registrar and transfer agent by the same deadline stipulated under the heading "VOTING BY PROXYHOLDERS", or by attending the Meeting and exercising the voting right carried by the shareholder's shares.

Advice to Beneficial Owners Concerning the Exercise of Voting rights Carried by Common Shares

The information set forth in this section is of considerable importance to many of the Corporation's shareholders, as a substantial number of them do not hold the Corporation's common shares (the "Common Shares") in their own name. Beneficial Owners should note that only proxies deposited by shareholders whose names appear in the Corporation's records as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If the Common Shares are listed in a statement of account provided to a shareholder by a broker, then in most cases those shares will not be registered in the shareholder's name in the Corporation's records. More likely, the Common shares will be registered under the name of the shareholder's broker or the broker's agent. The votes carried by the Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Owner. Without specific instructions, a broker and its

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