Iconic Minerals : Notice and Information Circular for Annual General and Special Meeting

ICONIC MINERALS LTD.

Notice of Annual General and Special Meeting of Shareholders

Management Information Circular

Place:	Suite 303, 595 Howe Street
	Vancouver, British Columbia
	Canada, V6C 2T5
Time:	10:00 a.m. (Vancouver Time)
Date:	Friday, May 26, 2023
	With respect to a Proposed Arrangement involving
	Iconic Minerals Ltd. and Nevada Lithium Resources Inc.
	April 28, 2023

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the transaction described in this Management Information Circular.

LC394236-1

Iconic Minerals Ltd.

Suite 303, 595 Howe Street

Vancouver, British Columbia, V6C 2T5

Dear Shareholders:

The directors of Iconic Minerals Ltd. ("Iconic") invite you to attend the annual general and special meeting (the "Meeting") of the shareholders (the "Shareholders"), of Iconic to be held at Suite 303, 595 Howe Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time), on May 26, 2023.

At the Meeting, Shareholders will be asked to consider and vote upon a proposed arrangement (the "Arrangement") involving Iconic, its securityholders, 1259318 B.C. Ltd., a wholly owned subsidiary of Iconic ("Iconic MergeCo"), Nevada Lithium Resources Inc. ("Nevada Lithium") and 1406917 B.C. Ltd., a wholly owned subsidiary of Nevada Lithium ("Nevada Lithium MergeCo"), as announced on March 27, 2023.

At the effective time of the Arrangement, each of the issued and outstanding common shares in the capital of Iconic (as renamed and redesignated Iconic Class A common shares) will be exchanged for (i) one share of a new class of common shares without par value in Iconic's capital; and (ii) a fractional amount of an Iconic MergeCo common share (each, an "Iconic MergeCo Share"), such that, each Shareholder will hold a proportionate interest in Iconic MergeCo, provided that Iconic will retain a 10% interest in Iconic MergeCo. Iconic MergeCo will then amalgamate with Nevada Lithium MergeCo, and continue as one corporation (the "Amalgamation"). In connection with the Amalgamation, the Iconic MergeCo shareholders will receive shares of Nevada Lithium in exchange for their Iconic MergeCo Shares, such that immediately following the completion of the Amalgamation, the shareholders of Iconic MergeCo (as a group) and the shareholders of Nevada Lithium (as a group) will each hold 50% of the issued and outstanding shares of Nevada Lithium, on a non-diluted basis (after giving effect to the debt settlements to be completed by Nevada Lithium, but prior to giving effect to Nevada Lithium's and its wholly owned subsidiary, 1396483 B.C. Ltd.'s, concurrent offering of subscription receipts and promissory notes), as more particularly described in the accompanying management information circular (the "Circular").

The transaction will benefit the Shareholders by allowing them to participate in the future upside of Nevada Lithium and the Bonnie Claire project, located in Nye County, Nevada (the "Bonnie Claire Project") while retaining the future growth potential of Iconic's U.S. mineral properties. Additionally, following the Arrangement, Nevada Lithium will benefit from 100% consolidated ownership in the Bonnie Claire Project, which will enhance Nevada Lithium's ability to negotiate with strategic investors and lithium end-users.

Detailed information in respect of matters contemplated by the Arrangement is set out in the accompanying Circular. Please review the Circular carefully as it has been prepared to help you make an informed decision on the Arrangement.

The Arrangement must be approved by (i) not less than two-third of the votes cast at the Meeting, in person or by proxy, by the Shareholders; and (ii) a majority of the votes cast at the Meeting, in person or by proxy, by the Shareholders, other than any person that is a "related party" or a "joint actor" with either of the foregoing for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Without the required level of Shareholder approval, the proposed Arrangement cannot be completed. Completion of the Arrangement is also subject to certain required regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"), and the Supreme Court of British Columbia (the "Court") and other customary closing conditions, all of which are described in more detail in the Circular.

After thorough review and analysis, the board of directors of Iconic (the "Iconic Board") has adopted the recommendation of a committee of independent directors (the "Special Committee") that the Arrangement is in the best interests of Iconic and that the Arrangement is fair from a financial point of view to the Shareholders. THE ICONIC BOARD HAS UNANIMOUSLY APPROVED THE TERMS OF THE ARRANGEMENT AND RECOMMENDS THAT YOU VOTE IN FAVOUR OF THE ARRANGEMENT AT THE MEETING FOR THE REASONS SET OUT IN THE ATTACHED CIRCULAR.

LC394236-1

- 2 -

Your vote on the matters to be acted upon at the Meeting is important, regardless of how many Iconic Shares you own. If the requisite approvals are obtained, an order of the Supreme Court of British Columbia approving the Arrangement will be sought following the Meeting. We hope that you will be able to attend the Meeting; however, if you cannot attend, please complete and return the applicable enclosed form of proxy or voting information form to Computershare Investor Services Inc. at the address noted in the Circular.

On behalf of Iconic, we thank you for your past and ongoing support.

Sincerely,

ICONIC MINERALS LTD.

(Signed) "Richard Kern"

Richard Kern

Chief Executive Officer

LC394236-1

ICONIC MINERALS LTD.

Suite 303, 595 Howe Street

Vancouver, B.C. V6C 2T5

Phone: [phone] Facsimile: [phone]

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that pursuant to an order (the "Interim Order") of the Supreme Court of British Columbia dated April 26, 2023, an annual general and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Iconic Minerals Ltd. ("Iconic") will be held at Suite 303, 595 Howe Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on May 26, 2023 for the following purposes:

1. to receive and consider the audited financial statements of Iconic for the fiscal years ended August 31, 2021 and 2022 (with comparative statements relating to the preceding fiscal period), together with the independent auditor's report thereon. See "Business of the Meeting - Financial Statements" in the management circular accompanying this notice (the "Circular");
2. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of Iconic for the fiscal year ended August 31, 2023, and to authorize the directors to fix the auditors' remuneration, and to ratify and approve the appointment of, and remuneration paid to, Davidson & Company LLP, Chartered Professional Accountants, as auditor of Iconic for the fiscal years ended August 31, 2022 and 2021. See "Business of the Meeting - Appointment of Auditor" in the Circular;
3. to fix the number of directors to be elected for the ensuing year at four (4);
4. to elect directors for the ensuing year. See "Business of the Meeting - Election of Directors" in the Circular;
5. to consider and, if thought fit, to pass an ordinary resolution approving, confirming and ratifying Iconic's new stock option plan, as more particularly described in the Circular. See "Business of the Meeting - Ratification and Approval of Stock Option Plan" in the Circular;
6. to consider and, if thought fit, to pass an ordinary resolution of the disinterested Iconic Shareholders approving, confirming and ratifying the grant of an aggregate of 8,000,000 incentive stock options to certain directors, officers and consultants of Iconic, as previously approved by the Iconic Board and as more particularly set out in the Circular;

7.	to consider, and, if deemed advisable, to pass, with or without variation, a special resolution
	(the "Arrangement Resolution"), the full text of which is set out in the Circular, to approve a Plan of
	Arrangement (the "Arrangement") under Part 9, Division 5 of the Business Corporations Act (British

Columbia) (the "BCBCA"), all as more particularly described in the Circular. See "Business of the Meeting - Arrangement Agreement" as well as "The Arrangement" in the Circular; and

8. to transact such other business as may properly come before the Meeting or any adjournment thereof.

Reference is made to the Circular for the details of matters to be considered at the Meeting. The full text of the Arrangement Resolution and the Plan of Arrangement are as set forth in Appendix "A" and Appendix "B" hereto, respectively. In order to become effective, the Arrangement Resolution must be approved by (i) at least 66 2/3% of the votes cast by the Shareholders, present in person or by proxy at the Meeting and (ii) a majority of votes cast by minority Shareholders present in person or by proxy at the Meeting.

LC394236-1

- 2 -

All Shareholders are invited to attend the Meeting. Only Shareholders at the close of business on April 19, 2023 (the "Record Date") are entitled to receive notice of and to vote at the Meeting. If you are a registered Shareholder and are unable to attend the Meeting in person, please complete, date and sign the enclosed form of proxy and return it, in the envelope provided, to Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 ("Computershare"), so that it is received no later than 10:00 a.m. (Vancouver time) on Wednesday, May 24, 2023, or by 10:00 a.m. (Vancouver time) or the day which is two Business Days prior to the date on which any adjournment or postponement of the Meeting is held. Telephone voting can be completed at 1- 866-732-8683, voting by fax can be sent to 1-866-249-7775 or 416-263-9524 and Internet voting can be completed at www.investorvote.com.

If you are a Non-Registered Holder, please refer to the section in the Circular entitled "General Proxy Information - Non-RegisteredHolders" for information on how to vote your Iconic common shares (the "Iconic Shares").

Pursuant to the Interim Order and the BCBCA, Registered Shareholders are entitled to exercise rights of dissent in respect of the proposed Arrangement and, if the Arrangement becomes effective, to be paid fair value for their Iconic Shares by Iconic. Holders of Iconic Shares wishing to dissent with respect to the Arrangement must send a written objection to the registered office of Iconic at Suite 303, 595 Howe Street, P.O. Box 4, Vancouver, British

Columbia, V6C 2T5, Attention: Richard Barnett, prior to the time of the Meeting, such that the written objection is received by Iconic no later than 4:00 pm (Vancouver time) on Wednesday, May 24, 2023 or by 4:00 pm (Vancouver time) on the day which is two Business Days prior to the date on which any adjournment or postponement of the Meeting is held, in order to be effective.

A Shareholder's right to dissent is more particularly described in the accompanying Circular and the text of the Interim Order as set forth in Appendix "C" to the Circular. Failure to strictly comply with these requirements may result in the loss of any right of dissent. Persons who are beneficial owners of Iconic Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the Registered Shareholders are entitled to dissent. Accordingly, a beneficial owner of Iconic Shares desiring to exercise the right of dissent must make arrangements for the Iconic Shares beneficially owned to be registered in their name prior to the time the written objection to the Arrangement Resolution is required to be received by Iconic or, alternatively, make arrangements for Registered Shareholder to dissent on their behalf.

DATED at Vancouver, British Columbia, this 28th day of April, 2023.

By Order of the Board of Directors of

ICONIC MINERALS LTD.

(Signed) "Richard Kern"

Richard Kern

Chief Executive Officer

LC394236-1