Southern Arc Minerals : Notice of Annual General Meeting of Shareholders

Suite 650, 669 Howe Street

Vancouver, British Columbia

V6C 0B4 Canada

www.southernarcminerals.com

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting (the "Meeting") of the shareholders of Southern Arc Minerals Inc. (the "Company") will be held at Suite 650, 669 Howe Street, Vancouver, BC, V6C 0B4 on June 26, 2024 at 10:00 a.m. (Vancouver time), for the following purposes:

1. to receive the annual financial statements of the Company for its fiscal year ended June 30, 2023, together with the report of the auditor thereon;
2. to fix the number of directors of the Company at three (3);
3. to elect directors of the Company for the ensuing year;
4. to appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
5. to consider, and if thought advisable, to approve the continuation of the Company's 2022 Equity Incentive Plan, as more particularly described in the accompanying management information circular (the "Information Circular"); and
6. to transact such other business which may properly come before the Meeting, or any adjournment or postponement thereof.

Accompanying this notice of Meeting is the Information Circular, a form of proxy ("Proxy") or Voting Instruction Form ("VIF"), and a financial statements request card for use by shareholders who wish to receive the Company's interim and/or annual financial statements. The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting and forms part of this Notice.

The Board of Directors has fixed the close of business on May 15, 2024 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting. A shareholder entitled to vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his/her stead. If you are unable to attend the Meeting, or any adjournment thereof, in person, please date, execute, and return the enclosed Proxy in accordance with the instructions set out in the notes to the Proxy and any accompanying information from your intermediary.

DATED at Vancouver, British Columbia, this 15th day of May, 2024.

ON BEHALF OF THE BOARD OF DIRECTORS

By: "John G. Proust"

Chief Executive Officer

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (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.