PRISM RESOURCES INC.
3552 West 41st Avenue, PO Box 71030
Vancouver, British Columbia V6N 4J9
Tel: (604) 803-4883
www.prismresourcesinc.com

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the shareholders (the "Shareholders") of Prism Resources Inc. ("Prism" or the "Company") will be held at the offices of McMillan LLP, the Royal Centre, 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia V6E 4N7 on July 23, 2026 at 10:00 a.m. (Vancouver time) for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the year ended December 31, 2025, together with the auditor's report thereon and related management discussion and analysis.
2. To elect directors of the Company for the ensuing year.
3. To appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration.
4. To ratify and approve the continuation of the Company's Share Option Plan.
5. To consider and, if deemed advisable, pass a special resolution, the full text of which is set out in the accompanying management information circular (the "Information Circular"), approving the sale of the Company's right, title and interest in and to a 7.5% net profit interest royalty over certain mining properties to Agnico Eagle Mines Limited, pursuant to the royalty purchase agreement dated June 3, 2026 between the Company, as seller, and Agnico, as purchaser, for total cash consideration of $5,000,000 (the "Transaction").
6. To transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

The directors of the Company have fixed the close of business on June 12, 2026 as the record date (the "Record Date") for the determination of the Shareholders entitled to receive notice of, and to vote at, the Meeting. Persons who are Shareholders on the Record Date are entitled to vote at the Meeting, either in person or by proxy, as described in the Information Circular. Only registered Shareholders, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting.

Registered Shareholders who are unable to attend the Meeting in person are requested to complete, sign, date and deposit the enclosed form of proxy with Prism's transfer agent, Computershare Investor Services Inc., by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, or via the internet at Computershare's website, www.investorvote.com by following the instructions provided on the website and 15-digit control number specified in the enclosed proxy form, prior to 10:00 a.m. (Vancouver time) on Tuesday, July 21, 2026, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the start of such adjourned or postponed meeting, or, at the discretion of the Chair of the Meeting, prior to the commencement of the Meeting or prior to any recommencement of the Meeting after an adjournment. Non-registered (beneficial) Shareholders should complete and return the voting instruction form, or other authorization provided to them in accordance with the instructions provided therein. Failure to do so may result in your Prism common shares ("Common Shares") not being voted at the Meeting. For information with respect to Shareholders who own their Common Shares beneficially through an intermediary, see "General Proxy Information – Beneficial Shareholders" in the Information Circular. If you

have any questions about the information contained in the Information Circular or require assistance in completing your form of proxy, please contact Prism at (604) 803-4883 or by email at [email protected].

Dated at Vancouver, British Columbia, on June 22, 2026.

BY ORDER OF THE BOARD

/s/ “Brian Kerzner”

Brian Kerzner

Chief Executive Officer, President and Director

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