InZinc Mining : 2024 Management Information Circular

2024

ANNUAL GENERAL MEETING

Place:

Time:

Date:

INZINC MINING LTD.

P.O. Box 48268, Station Bentall Centre

Vancouver, British Columbia, V7X 1A2

Notice of Annual General Meeting of Shareholders

Management Proxy Circular

Form of Proxy and Notes Thereto

Financial Statement Request Form

Turner Room - 4th Floor

Hyatt Regency Vancouver

655 Burrard Street

Vancouver, British Columbia, V6C 2R7

2:00 p.m. (Pacific time)

Friday, May 31, 2024

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INZINC MINING LTD.

CORPORATE DATA

Head Office

P.O. Box 48268, Station Bentall Centre

Vancouver, British Columbia, V7X 1A2

Registered Office

550 Burrard Street, Suite 2300, Bentall 5 Vancouver, British Columbia, V6C 2B5

Directors and Officers

Wayne Hubert - CEO & Director Kerry M. Curtis - Chairman & Director

Louis G. Montpellier - Director & Corporate Secretary John Murphy - Director

Lesia Burianyk - Chief Financial Officer

Joyce Musial - Vice President, Corporate Affairs

Registrar and Transfer Agent

Computershare Investor Services Inc.

3rd Floor, 510 Burrard Street

Vancouver, British Columbia, V6C 3B9

Legal Counsel

Gowling WLG (Canada) LLP

550 Burrard Street, Suite 2300, Bentall 5 Vancouver, British Columbia, V6C 2B5

Auditor

Davidson & Company LLP

Suite 1200 - 609 Granville Street

Vancouver, British Columbia, V7Y 1G6

Listing

TSX Venture Exchange

Symbol "IZN"

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INZINC MINING LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders (the "Shareholders") of InZinc Mining Ltd. (the "Corporation") will be held at the Turner Room - 4th Floor, Hyatt Regency Vancouver, 655 Burrard Street, Vancouver, British Columbia, V6C 2R7, on Friday, May 31, 2024, at the hour of 2:00 p.m. (Pacific time) (the "Meeting"), for the following purposes:

1. To receive the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2023 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors thereon;
2. To fix the number of directors at three (3);
3. To elect directors of the Corporation;
4. To appoint the auditors and to authorize the directors to fix their remuneration;
5. To consider and, if thought fit, to pass an ordinary resolution providing the required annual approval of the Corporation's Incentive Stock Option Plan, as more particularly described in the accompanying management proxy circular (the "Circular"); and
6. To transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice is the Circular, a form of proxy or voting instruction form and a financial statement request card. The accompanying Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

Registered Shareholders: Every registered holder of common shares at the close of business on April 23, 2024 is entitled to receive notice of, and to vote such common shares at the Meeting.

Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their common shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed form of proxy c/o Proxy Dept., Computershare Investor Services Inc. ("Computershare"), 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment(s) thereof. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Circular accompanying this Notice.

Non-RegisteredShareholders: Shareholders may beneficially own common shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-RegisteredShareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by Computershare, your broker, intermediary or its agent is returned according to the instructions provided in or with such form, sufficiently in advance of the deadline specified, to ensure that they are able to provide voting instructions on your behalf.

DATED at Vancouver, British Columbia, this 23rd of April, 2024.

BY ORDER OF THE BOARD

(signed) "Wayne Hubert"

Chief Executive Officer and Director

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INZINC MINING LTD.

MANAGEMENT PROXY CIRCULAR

(Containing information as at April 23, 2024 unless indicated otherwise)

SOLICITATION OF PROXIES

This management proxy circular ("Circular") is furnished in connection with the solicitation of proxies by the management of the Corporation for use at the Annual General Meeting of shareholders of InZinc Mining Ltd. (the "Corporation") (and any adjournment thereof) to be held on Friday, May 31, 2024 (the "Meeting") at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors, officers and regular employees of the Corporation at nominal cost. All costs of solicitation by management will be borne by the Corporation.

The contents and the sending of this Circular have been approved by the directors of the Corporation.

APPOINTMENT OF PROXYHOLDER

The individuals named as proxyholder in the accompanying form of proxy are directors or officers of the Corporation. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED

NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by COMPUTERSHARE INVESTOR SERVICES INC. of 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof. Proxies delivered after that time

will not be accepted.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Corporation, at 550 Burrard Street, Suite 2300, Bentall 5, Vancouver, British Columbia, V6C 2B5 at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "Non-Registered"shareholders because the shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their shares in their own name (referred to herein as "Beneficial Shareholders") should note that only registered shareholders may vote at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in such shareholder's name on the records of the Corporation. Such common shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority

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of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which company acts as nominee for many Canadian brokerage firms). Common shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers' clients. Therefore, each

Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Corporation to the registered shareholders. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares a machine readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote common shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of common shares must be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted.

This Circular and accompanying materials are being sent to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners", or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non- Objecting Beneficial Owners", or "NOBOs"). Subject to the provision of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54- 101, issuers may obtain and use the NOBO list for distribution of proxy related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common 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's OBOs can expect to be contacted by Broadridge or their brokers or their broker's agents as set out above.

Non-Registered Shareholders

The Corporation has not adopted the notice-and-access procedure described in NI 54-101 and National Instrument 51-102 - Continuous Disclosure Obligations to distribute its proxy-related materials to the registered shareholders and Beneficial Shareholders.

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The Corporation does not intend to pay for intermediaries to deliver the proxy-related materials and Form 54-101F7 to OBOs, as defined under NI 54-101. As a result, OBOs will not receive the Meeting materials unless the OBO's intermediary assumes the costs of delivery.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his or her broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. Beneficial

Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxyholder for the registered shareholder should enter their own names in the blank space on the proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to shareholders in this Circular and the accompanying form of proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

VOTING OF PROXIES

The shares represented by a properly executed proxy in favour of persons proposed by management as proxyholders in the accompanying form of proxy will:

1. be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and
2. where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy.

ON A POLL SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, the management of the Corporation knows of no such amendment, variation or other matter proposed to be presented to the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Authorized Capital:	unlimited common shares without par value (the "Common Shares")
Issued and Outstanding:	123,402,084(1) Common Shares

Note:

1. As at April 23, 2024.

Shareholders are entitled to one vote per Common Share at meetings of the shareholders, to dividends if, as and when declared by the board of directors (the "Board") of the Corporation, and, upon liquidation, to share equally in such assets of the Corporation as are distributable to the shareholders.

Only shareholders of record at the close of business on April 23, 2024 (the "Record Date") who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and

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subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders, or who is holding a proxy on behalf of a shareholder who is not present at the Meeting, will have one vote, and on a poll every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Common Share registered in his name on the list of shareholders, which is available for inspection during normal business hours at Computershare and will be available at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, no person beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all Common Shares.

Votes Necessary to Pass Resolutions

In order to approve a motion proposed at the Meeting a simple majority (> 50%) of the votes cast will be required (an "ordinary resolution") unless the motion requires a special resolution in which case at least two thirds of the votes cast will be required (a "special resolution"). If there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The Board presently consists of four directors and shareholders will be asked to determine the number of directors for the ensuing year at three and to elect the proposed directors as directors of the Corporation for the ensuing year.

The term of office of each of the present directors expires at the Meeting. Pursuant to the Corporation's Articles of Continuance, the number of directors of the Corporation shall be a minimum of three and a maximum of 10. The three persons named below will be presented for election at the Meeting as management's nominees and the persons named in the accompanying form of proxy intend to vote for the election of these nominees as directors. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual meeting of the Corporation or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of Continuance and Bylaw No. 1 of the Corporation and the provisions of the Canada Business Corporations Act ("CBCA").

The following table and notes thereto sets out the names of each person proposed to be nominated by management for election as a director (a "proposed director"), all offices of the Corporation now held by him, his principal occupation, the province and country of residence, the period of time for which he has been a director of the Corporation, and the number of Common Shares beneficially owned by him, directly or indirectly, or over which he exercises control or direction, as at the Record Date.

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Principal Occupation and, If Not

Name, Position, Province

at Present an Elected Director,

Service

Number

and Country of Residence(1)

Occupation During the Past 5 years(1)

as a Director

of Shares(2)

Hubert, Wayne

Mining Consultant; formerly CEO and

Since July 30,

11,326,000

CEO and Director

director of Andean Resources Ltd. 2006 -

2012

Utah, USA

2010.

Curtis, Kerry M.(3)(4)(5)

President and CEO of several private

Since July 30,

10,817,333(6)(7)

Chairman and Director

companies based in British Columbia;

2012

British Columbia, Canada

formerly President, CEO and director of

Cumberland Resources Ltd (2002 - 2007).

Montpellier, Louis G.(3)(4)(5)

Mining Lawyer; formerly Vice President,

Since December

2,710,333(8)

Director

Corporate Development for Exeter Resource

16, 2009

British Columbia, Canada

Corporation 2010 - 2012 (director 2008 -

2012); Vice President, Corporate

Development for Extorre Gold Mines Limited 2010 - 2012.

Notes:

1. The information as to province and country of residence and principal occupation, not being within the knowledge of the Corporation, has been furnished by the respective directors individually.
2. The information as to the number of Common Shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Corporation, has been furnished by the respective directors individually.
3. Member of the Audit Committee (Chair - John Murphy).
4. Member of the Corporate Governance Committee (Chair - Louis Montpellier).
5. Member of the Compensation Committee (Chair - Kerry Curtis).
6. Of this total, 120,000 Common Shares are held by the children's trust
7. Of this total, 2,400,000 Common Shares are held by Pac Shield Resources Inc., a company controlled by Mr. Curtis.
8. Of this total, 1,100,000 Common Shares are held by Patrocinium Services Corp., a company controlled by Mr. Montpellier.

Pursuant to Section 8.23 of the Corporation's By-law No. 1, nominations by shareholders for the election of directors at the Meeting (other than nominations by shareholders pursuant to a shareholder proposal or a requisitioned meeting) must be received by the Corporation on or before April 30, 2024. As of the date of this Circular, no such nominations have been received.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Corporation acting solely in such capacity.

AUDIT COMMITTEE

Under National Instrument 52-110 - Audit Committees ("NI 52-110"), companies are required to provide disclosure with respect to their audit committee including the text of the audit committee's charter, composition of the audit committee and the fees paid to the external auditor. This information is set out in the attached Schedule "A".

STATEMENT OF EXECUTIVE COMPENSATION

In accordance with the requirements of National Instrument 51-102Continuous Disclosure Obligations, the Canadian Securities Administrators (the "CSA") have issued guidelines on executive compensation disclosure for venture issuers as set out in Form 51-102F6V. The objective of the disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise

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provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. The disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Corporation and will help Shareholders understand how decisions about executive compensation are made. The Corporation's approach to executive compensation is set forth below.

Director and Named Executive Officer Compensation

Executive Compensation is required to be disclosed for each (i) Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), (ii) each Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year),

1. the most highly compensated executive officer (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year whose total compensation was, individually, more than $150,000; and (iv) each individual who would meet the definition set forth in (iii) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year (the "Named Executive Officers" or "NEOs").

Based on the foregoing, the Corporation has two NEOs, namely, Wayne Hubert, CEO of the Corporation, and Lesia Burianyk, the CFO of the Corporation during the most recently completed financial year.

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Corporation's executive compensation objectives and processes and to discuss compensation decisions relating to its NEOs listed in the Summary Compensation Table that follows. The Corporation has, as of yet, no significant revenues from operations and often operates with limited financial resources. As a result, the Board has to consider not only the financial situation of the Corporation at the time of the determination of executive compensation, but also the estimated financial situation of the Corporation in the mid and long- term. An important element of executive compensation is that of stock options, which do not require cash disbursement by the Corporation.

Compensation Philosophy and Objectives

Compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success. The Corporation's compensation philosophy is to foster entrepreneurship at all levels of the organization by making long term equity based incentives, through the granting of stock options, a significant component of executive compensation. This approach is based on the assumption that the performance of the Common Share price over the long term is an important indicator of long term performance.

The Corporation's compensation philosophy is based on the following fundamental principles:

1. Compensation programs align with shareholder interests - the Corporation aligns the goals of executives with maximizing long-termshareholder value;
2. Performance sensitive - compensation for executive officers (including NEOs) should be linked to operating and market performance of the Corporation and fluctuate with that performance; and
3. Offer market competitive compensation to attract and retain talent - the compensation program should provide market competitive pay in terms of value and structure in order to retain existing

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employees who are performing according to their objectives and to attract new individuals of the highest calibre.

Analysis of Elements

The principal elements of the executive officers' compensation consist of the following: base salary and long-term incentive awards (stock options). These elements, described below in more detail, are designed to reward corporate and individual performance. Corporate performance is generally measured relative to operational objectives and corporate values. Individual performance is evaluated based on individual expertise, leaderships, ethics, and achievement of personal performance and commitments.

Compensation Governance

A Compensation Committee consisting of three directors, Kerry Curtis, Louis Montpellier and John Murphy, is responsible for ensuring that the Corporation has in place an appropriate plan for executive compensation. The Compensation Committee ensures that total compensation paid to all NEOs is consistent with the Corporation's compensation philosophy.

The Compensation Committee has direct expertise in, among other things, evaluating overall compensation policies, plans and practices as well as setting compensation for executive officers, overseeing and administering equity compensation plans and establishing employment retention and severance arrangements for executive officers.

Competitive Compensation

The Compensation Committee reviews compensation practices within the industry in determining compensation policy. Although the Compensation Committee reviews each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the NEOs' role within the Corporation, it is primarily focused on remaining competitive in the market with respect to total compensation.

The Compensation Committee relies on the experience of its members as officers and/or directors at other companies in similar lines of business as the Corporation in assessing compensation levels. The purpose of this process is to:

• understand the competitiveness of current pay levels for each executive position relative to companies with similar business characteristics;
• identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and
• establish a basis for developing salary adjustments and option based compensation.

The Corporation does not have a formal compensation program with set benchmarks nor has the Compensation Committee formally considered the implications of the risks associated with the Corporation's compensation policies and practices.

The Corporation has not placed a restriction on the purchase by its NEOs or other employees of financial instruments (including prepaid variable forward contracts, equity swaps, collars or units of exchange funds) that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or employee. To the Corporation's knowledge, none of the NEOs have purchased any such financial instruments.

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