Altius Minerals : 2024 Information Circular including AGM webcast link

ALTIUS MINERALS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 17, 2024

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders of common shares ("Common Shares") of Altius Minerals Corporation ("Altius" or the "Corporation") will be held at the Johnson Geo Centre at 175 Signal Hill Road, St. John's, NL at 1:00 p.m. (NLT) on Friday, May 17, 2024. The Corporation is providing shareholders and others with the option to attend the meeting in person or to listen and participate (but not vote) at the Meeting in real time by conference call or webcast at the following coordinates:

CONFERENCE CALL

Dial (+1) 800-717-1738 (international toll free) OR (+1) 289-514-5100, ID: 33809

WEBCAST LINK

https://onlinexperiences.com/Launch/QReg/ShowUUID=A3964846-9ECA-40B6-AA29- A77E25B2138B&LangLocaleID=1033

Meeting Business

The Meeting will be held for the following purposes:

1. to receive the annual consolidated financial statements of the Corporation for its financial year ended December 31, 2023, together with the report of the auditors thereon;
2. to appoint the auditors of the Corporation and to authorize the directors to fix the auditors' remuneration;
3. to elect members of the board of directors of the Corporation;
4. to consider, and, if thought advisable, pass an advisory resolution on the Corporation's approach to executive compensation ("Say on Pay");
5. to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

Notice-and-Access and Voting

Particulars of the foregoing matters are set forth in the accompanying Corporation's management information circular (the "Circular"). 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 Obligations (collectively, the "Notice-and-AccessProvisions") of the Canadian Securities Administrators for this 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 of the Corporation by allowing the Corporation to post the Circular and any additional meeting-related materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may elect to receive a hard copy of the Circular. Shareholders will receive paper copies of a notice package via prepaid mail containing a notice with information prescribed by the Notice and Access Provisions and a form of proxy (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder), in each case with a supplemental mail list return box for shareholders to request they be included in the Corporation's supplementary mailing list for receipt of the Corporation's annual financial statements for the year ended December 31, 2023.

Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters. The Circular is available on the website of the Corporation at https://www.altiusminerals.comand under the Corporation's profile on SEDAR+ and on the Notice and Access Websiteat https://docs.tsxtrust.com/2020. Any shareholder who wishes to receive a paper copy of the Circular should contact the Corporation's transfer agent, TSX Trust Company at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Facsimile: (416) 595-9593,Toll-free:1-866-600-5869. A shareholder may also use the toll-free number noted above to obtain additional information about the Notice-and-Access Provisions.

DATED at St. John's, Newfoundland and Labrador, March 30, 2024.

By Order of the Board,

John Baker, Chairman of the Board

Notes

1. Registered shareholders who are unable or choose not to be present in person at the Meeting are requested to sign and return the form of proxy in the envelope provided for that purpose. Any proxy must be deposited at the principal office of TSX Trust Company at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, by facsimile transmission to (416) 595-9593 or on the internet at http://www.voteproxyonline.com prior to 1:00 pm (NLT) on Wednesday, May 15, 2024, or at any time not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment or postponement of the Meeting.
2. Only holders of Common Shares of record at the close of business on March 28, 2024 will be entitled to vote at the Meeting, except to the extent that a holder of record has transferred any of such Common Shares after that date and the transferee of such Common Shares establishes proper ownership and requests not later than ten (10) days before the Meeting that the transferee's name be included in the list of shareholders eligible to vote at the Meeting, in which case such shareholder shall be entitled to vote such Common Shares at the Meeting.
3. A shareholder desiring to appoint another proxyholder (who need not be a shareholder of Altius) may do so either by inserting such person's name in the blank space provided in the form of proxy or by completing another proper form of proxy and, in either case, depositing the completed proxy at the principal office of TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, by facsimile transmission to 1- 416-595-9593 or on the internet at http://www.voteproxyonline.com prior to 1:00 PM (NLT) on Wednesday, May 15, 2024, or at any time not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the time of any adjournment or postponement of the Meeting.
4. If you are a non-registered shareholder and have received this Notice and the accompanying Circular from your broker or another intermediary, please complete and return the proxy or voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided to you.

1.0 General

1.1 Solicitation of Proxies

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by and on behalf of Management of the Corporation for use at the annual meeting of holders of Common Shares of the Corporation (the "Meeting") to be held at the Johnson Geo Centre, 175 Signal Hill Rd., St. John's, NL at 1:00 PM (NLT) on Friday, May 17, 2024 and at any adjournment or postponement thereof. Proxies must be deposited with TSX Trust Company, 301 - 100 Adelaide Street West, Toronto Ontario M5H 4H1, by facsimile transmission to (416) 595-9593 or on the internet at https://www.voteproxyonline.com/prior to 1:00PM (NLT) on Wednesday, May 15, 2024, or at any time not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment or postponement of the Meeting. Shareholders of the Corporation ("Shareholders") of record at the close of business on March 28, 2024 will be entitled to vote at the Meeting, except to the extent that a holder of record has transferred any of such Common Shares after that date and the transferee of such Common Shares establishes proper ownership and requests not later than ten (10) days before the Meeting that the transferee's name be included in the list of Shareholders eligible to vote at the Meeting, in which case such Shareholder shall be entitled to vote such Common Shares at the Meeting. The proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by an authorized officer or attorney of the corporation.

The persons named in the enclosed form of proxy are officers or directors of the Corporation (the "Management Proxyholders"). As a Shareholder, you have the right to appoint a person other than the Management Proxyholders, who need not be a Shareholder, to represent you at the Meeting. To exercise this right, you should insert the name of your representative in the blank space provided on the form or submit another appropriate proxy.

1.2 Notice and Access

The "Notice-and-Access Provisions" are those provisions concerning the delivery of proxy-related materials to Shareholders found in section 9.1.1 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51- 102"), in the case of registered Shareholders, and section 2.7.1 of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), in the case of non-registered Shareholders, which allow an issuer to deliver a management information circular forming part of its proxy-related materials to Shareholders by certain specified electronic means, provided that the conditions of NI 51-102 and NI 54-101 are met.

The Notice-and-Access Provisions are a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered shareholders and non-registered shareholders by posting such materials on a non-SEDAR+ website (usually the reporting issuer's website and sometimes the transfer agent's website) rather than delivering such materials by mail. The Notice-and-Access Provisions can be used to deliver materials for both special and general meetings. Reporting issuers may still choose to continue to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of the management information circular at the reporting issuer's expense.

Shareholders will receive paper copies of a notice package (the "Notice Package") via prepaid mail containing a notice with information prescribed by NI 54-101, a letter to Shareholders and a form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a non-registered Shareholder), in each case with a supplemental mail list return box for Shareholders to request that they be included in the Corporation's supplementary mailing list for receipt of the Corporation's annual financial statements.

Shareholders can access the material online at: https://docs.tsxtrust.com/2020and also on SEDAR+ under the Corporation's profile.

Notice and Access details:

Issuer mailing directly to NOBOs: YES

Issuer paying cost of delivery to OBOs: YES

Use of Stratification: NO

Shareholders may obtain a paper copy of this Circular or address any questions about the Notice and Access Provisions by contacting the Corporation's transfer agent, TSX Trust Company at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Facsimile: (416) 595-9593,Toll-free:1-866-600-5869. In order to receive paper copies of these materials in time to vote before the Meeting, your request should be received by May 7, 2024.

1.3 Voting of Shares - Registered Shareholders

You are a registered Shareholder if your name appears on your share certificate or on the list of registered Shareholders maintained by the Corporation's transfer agent. If you are a registered Shareholder of Common Shares, the form of proxy will have been included in the Notice Package. If you are a registered Shareholder, you can vote in person at the Meeting or by proxy. Voting by proxy means that you are giving the Management Proxyholders or another proxyholder that you may designate the authority to vote your Common Shares for you at the Meeting or any adjournment or postponement thereof.

1.3.1 How to Vote in Person

If you intend to be present and vote in person at the Meeting, you do not need to complete or return your form of proxy. Voting in person at the Meeting can revoke any proxy you completed earlier upon your request.

1.3.2 How to Vote by Proxy

If you intend to vote by proxy, you should complete and return the form of proxy provided in the Notice Package in the return envelope provided. The form of proxy must be executed by the registered Shareholder or the attorney of such registered Shareholder.

If you vote by proxy, the Management Proxyholders will vote your Common Shares for you, unless you appoint someone else to be your proxyholder. If you appoint someone else, he or she must be present at the Meeting to vote your Common Shares. This person does not have to be a Shareholder. You may write the name of the person you are appointing in the space provided. Complete your voting instructions and date and sign the form. Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting.

If you are voting your Common Shares by proxy, the Corporation's transfer agent, TSX Trust Company, must receive your signed proxy by mail at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, by facsimile at (416) 595-9593 or on the internet at https://www.voteproxyonline.com/, prior to 1:00 PM. (NLT) on Wednesday, May 15, 2024, or at any time not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment or postponement of the Meeting. Failure to properly complete or deposit a proxy may result in its invalidation.

The Common Shares represented by any proxy received by management will be voted for or against or withheld from voting, as the case may be, by the persons named in the form of proxy in accordance with the direction of the Shareholder appointing them. In the absence of any direction to the contrary, it is intended that the Common Shares represented by proxies received by management will be voted on any ballot "FOR": (1) the election of each of the directors referred to in this Circular; (2) the appointment of the auditor of the Corporation; and (3) the adoption of the advisory resolution on the Corporation's approach to executive compensation.

1.3.3 How to Change your Vote

A registered Shareholder executing the form of proxy may revoke it at any time before it has been exercised by:

• completing a proxy form that is dated later than the proxy form you are revoking and mailing it to TSX Trust Company so that it is received before 1:00 PM (NLT) on May 15, 2024;
• sending a revocation notice in writing to the Corporate Secretary of the Corporation at its registered office so that it is received at any time up to and including the last business day before the date of the Meeting. The notice can be from the Shareholder or the authorized attorney of such Shareholder; or
• attending the Meeting and providing a revocation notice to the chair of the Meeting before any vote in respect of which the proxy has been given.

1.4 Voting by Non-Registered Shareholders

You are a non-registered Shareholder if your bank, trust company, securities dealer, broker or other intermediary holds your Common Shares for you. In that case, you will likely not receive a form of proxy.

If you are a non-registered Shareholder, and the Corporation or its agent has sent the Notice Package 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 the Notice Package to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering the Notice Package to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions delivered to you.

If you are not sure whether you are a registered Shareholder or a non-registered Shareholder, please contact the Corporation's transfer agent, TSX Trust Company, at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 or by e-mail at TMXEInvestorServices@tmx.com.

1.4.1 How to Vote by Voting Instruction Form

Non-registered Shareholders who receive a voting instruction form in the Notice Package should carefully follow the instructions provided to ensure their vote is counted.

Subject to the terms of your voting instruction form, if you do not specify how you want your Common Shares voted, they will be voted "FOR": (1) the election of each of the directors referred to in this Circular; (2) the appointment of the auditor of the Corporation; (3) the adoption of the advisory resolution on the Corporation's approach to executive compensation ("Say on Pay"). See "Business of the Meeting".

1.4.2 How to Vote in Person

If you are a non-registered Shareholder and wish to vote in person at the Meeting, please write your name

in the space provided on the voting instructions provided to you or contact your broker or agent well in advance of the Meeting to determine how you can do so. At the Meeting, you should register with the scrutineer.

1.4.3 How to Change your Vote

A non-registered Shareholder may change or revoke a voting instruction at any time by following the instructions on the voting instruction form in sufficient time prior to the Meeting.

Only registered Shareholders, or the persons they appoint as their proxyholders, are permitted to vote at the Meeting.

1.5 Voting Shares and Principal Shareholders

The Corporation is authorized to issue an unlimited number of Common Shares. As of March 28, 2024, 46,844,126 Common Shares were issued and outstanding. As a Shareholder, you are entitled to one vote for each share you own. Under the by-laws of the Corporation, the quorum for the Meeting is Shareholders or duly appointed proxyholders personally present not being less than one in number, and holding or representing by proxy, not less than five percent (5%) of the issued Common Shares. To the knowledge of the directors and senior officers of the

Corporation, the only corporation beneficially owning directly or indirectly, or exercising control or direction over, shares carrying more than 10% of the voting rights attaching to all outstanding shares of the Corporation is:

This information has been disclosed by Fairfax Financial Holdings in their SEDI filings as of April 14, 2022.

2.0 Business of the Meeting

2.1 Receipt of Financial Statements

The audited annual consolidated financial statements of the Corporation for the financial year ended December 31, 2023, together with the report of the auditors thereon, will be submitted at the Meeting, but no vote thereon is required. These audited annual consolidated financial statements, together with the Management's Discussion and Analysis thereon, are available on SEDAR+ at https://www.sedarplus.caon the Corporation's website at https://www.altiusminerals.com.

2.2 Appointment and Compensation of Auditors

Management is proposing the re-appointment of the firm of Deloitte LLP, St. John's, NL as auditors, to hold office until the next annual meeting or until their successor is appointed and the authorization of the directors to fix their remuneration. Deloitte LLP has been the Corporation's auditors since August 2006.

Information on compensation paid to the auditors is disclosed in the Corporation's 2024 Annual Information Form for the year ended December 31, 2023, which is available on the Corporation's website at https://www.altiusminerals.comand was also filed on SEDAR+ on March 9, 2024.

Unless authority is withheld, the Common Shares represented by the accompanying form of proxy will be voted FOR the re-appointment of Deloitte LLP as auditors of the Corporation to hold office until the next annual meeting of Shareholders and authorizing the directors of the Corporation to fix their remuneration.

2.3 Election of Directors

Directors are elected at each annual meeting of the Shareholders and hold office until the next annual meeting or until their successors are otherwise elected or appointed. The board of directors of the Corporation (the "Board") has fixed the number of directors to be elected at the Meeting at nine (9). The Board has adopted a majority voting policy stipulating that any nominee proposed for election as a director who receives, based on the shares voted at the Meeting in person or by proxy, a greater number of shares withheld than shares voted in favour must promptly tender his or her resignation to the Chairman of the Board, to take effect on acceptance by the Board. The Board will consider the tendered resignation and make a determination, in a timely manner, whether or not to accept it, which decision will be disclosed to the public. The director in question will not participate in any Board or committee of the Board deliberations while the resignation is under consideration.

The Corporation has adopted a by-law requiring advance notice for director nominations (the "Advance Notice ByLaw "). Shareholders who wish to nominate candidates for election as directors must provide timely notice in writing to the Corporation at its principal offices at 2nd Floor, 38 Duffy Place, St. Johns, NL, A1B 4M5, Canada, attention: Secretary and include the information set forth in the Advance Notice By-Law.

The Advance Notice By-Law requires that notice must be given not less than 30 days and not more than 65 days prior to the date of the relevant meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 40 days after the date on which the first public announcement of the date of the annual

meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. These provisions may preclude Shareholders from making nominations for directors at an annual or special meeting of Shareholders. The Board may, in its sole discretion, waive any requirement of the Advance Notice By-Law. For the purposes of the Advance Notice By-Law "public announcement" means disclosure in a press release reported by a national news service in Canada, or in a document filed by the Corporation for public access under its profile on SEDAR+ at https://www.sedarplus.ca.

The following table sets forth for each nominee for election as director: such nominee's age; such nominee's place of residence; such nominee's present principal occupation and principal occupations held in the last five years, if applicable; a brief description of the nominee's principal directorships; the number of Common Shares, stock options, DSUs and RSUs held, directly or indirectly, by the nominee; the date the nominee became a director of Altius; such nominee's current membership on committees of the Board; such nominee's record of attendance at meetings of the Board and its committees during the year ended December 31, 2023; whether or not the Board has determined such nominee to be independent; and whether the nominee is indebted to the Corporation.

Unless authority is withheld, the Common Shares represented by the accompanying form of proxy will be voted FOR the election of the nominees specified herein. Management does not contemplate that any of the proposed nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, it is intended that the discretionary power granted by the accompanying form of proxy shall be used by the Management Proxyholders to vote at their discretion for any other person or persons as directors.