SCHEDULE 14A

INFORMATION REQUIRED IN A PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

GENERAL METALS CORPORATION

1155 West Fourth Street, Suite 210

Reno NV 89503

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JULY 31, 2013 AT 10:00 A.M. (Pacific Time)

NOTICE IS HEREBY GIVEN that General Metals Corporation, a Delaware corporation (the "Company"), will hold a special meeting of stockholders on Wednesday, July 31, 2013 at 10:00 a.m. (Pacific time) in the meeting room at The Center for Unique Business Enterprises 300 East 2nd Street., #1405, Reno, NV, 89501 (the "Meeting").  The Meeting is being held for the following purposes:

Our board of directors recommends that you vote "for" each proposal.

Our board has fixed the close of business on June 17, 2013 as the record date for determining the stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting.  At the Meeting, each holder of record of shares of common stock, $0.001 par value per share, will be entitled to one vote per share of common stock held on each matter properly brought before the Meeting.

THE VOTE OF EACH STOCKHOLDER IS IMPORTANT. YOU CAN VOTE YOUR SHARES BY ATTENDING THE MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.

Dated: June 3, 2013

By Order of the board of directors,

/s/ Daniel Forbush                     

Daniel Forbush

Director

IMPORTANT:  Please complete, date, sign and promptly return the enclosed proxy card in the prepaid envelope (if mailing within the United States) to ensure that your shares will be represented. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on July 31, 2013—the proxy statement is available at 1155 West Fourth Street, Suite 210, Reno NV 89503.

GENERAL METALS CORPORATION

1155 West Fourth Street, Suite 210

Reno NV 89503

Proxy Statement for the Special Meeting of Stockholders

The enclosed proxy is solicited on behalf of our board of directors (the "Board") for use at the Special meeting of Stockholders (the "Meeting") to be held on Wednesday, July 31, 2013 at 10:00 a.m. (Pacific time) at The Center for Unique Business Enterprises, 300 East 2nd Street., #1405, Reno, NV, 89501   (the "Meeting"), or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special meeting and any business properly brought before the Meeting.  Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Meeting.  We intend to mail this proxy statement and accompanying proxy card on or about June 20, 2013 to all stockholders entitled to vote at the Meeting.

Unless the context requires otherwise, references to "we", "us" "our" and "our company" refer to General Metals Corporation.

Who Can Vote

You are entitled to vote if you were a holder of record of shares of our common stock, $0.001 par value per share (the "Common Stock") as of the close of business on June 17, 2013 (the "Record Date"). Your shares can be voted at the Meeting only if you are present in person or represented by a valid proxy.

Outstanding Shares

Holders of record of Common Stock at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.  At the Meeting, each of the shares of Common Stock represented will be entitled to one (1) vote on each matter properly brought before the Meeting.  As of the Record Date, there were 348,788,328 shares of Common Stock issued and outstanding.

Quorum; Effect of Abstentions and "Broker Non-Votes"

In order to carry on the business of the Meeting, we must have a quorum.  Under our bylaws, a quorum is one-third (1/3) of the shares entitled to vote at the meeting, represented in person or by proxy.

If stockholders indicate on their proxy card that they wish to abstain from voting, including brokers holding their customers' shares of record who cause abstentions to be recorded, these shares are considered present and entitled to vote at the Special Meeting.  These shares will count toward determining whether or not a quorum is present.  However, these shares will not be taken into account in determining the outcome of any proposals.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker holding shares in street name for the beneficial owner thereof does not receive voting instructions from the beneficial owner, and 2) the broker lacks discretionary authority to vote the shares.  Banks and brokers cannot vote on their clients' behalf on "non-routine" proposals.  Therefore, broker non-votes are not counted for the purpose of determining whether stockholders have approved these types of matters.  For the purpose of determining whether stockholders have approved a matter, abstentions are treated as shares present or represented and voting.

Voting of Proxies

If you complete and return a proxy pursuant to the appropriate instructions, it will be voted in accordance with the specifications made on the proxy card.  If no specification is made on a submitted proxy, the shares represented by the proxy will be voted "FOR" each proposal, including "FOR" the election to the Board of each of the nominees named on the proxy card, and "FOR" any other matter that may be properly brought before the Special Meeting.  If you attend the Special Meeting, you may also vote in person, and any previously submitted votes will be superseded by the vote you cast in person at the Special Meeting.

Revocability of Proxies

Any stockholder giving a proxy has the power to revoke the proxy at any time before the proxy is voted.  In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the stockholder or by his attorney authorized in writing, or, if the stockholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited at the offices of our transfer agent, Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.  Attendance at the Meeting will not in and of itself constitute revocation of a proxy.

Voting of Shares

Stockholders of record on the Record Date are entitled to one (1) vote for each share of Common Stock held on all matters to be voted upon at the Meeting.  You may vote in person or by completing and mailing the enclosed proxy card.  All shares entitled to vote and represented by properly executed proxies received before the polls are closed at the Meeting, and not revoked or superseded, will be voted at the Meeting in accordance with the instructions indicated on those proxies. YOUR VOTE IS IMPORTANT.

Solicitation of Proxies

We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional information furnished to stockholders.  Copies of solicitation materials will be furnished to banks, brokerage houses, depositories, fiduciaries and custodians holding shares of Common Stock in their names that are beneficially owned by others to forward to these beneficial owners.  We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to the beneficial owners of the Common Stock at the Company's discretion.  Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or other regular employees.  No additional compensation will be paid to directors, officers or other regular employees for such services.  To date, we have not incurred costs in connection with the solicitation of proxies from our stockholders, however, our estimate for total costs is $10,000.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

It is the intention of the persons named in the enclosed form of proxy, unless such proxy specifies otherwise, to nominate and to vote the shares represented by such proxy for the election of the nominees listed below to hold office until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.  Each of the nominees named below currently serves as a director of our company.  Daniel J. Forbush and Larry Max Bigler were elected at the Annual Meeting of Stockholders held on May 15, 2010.  Larry Max Bigler resigned after being appointed on May 15, 2010 and was again appointed to our board on December 17, 2010.  Walter A. Marting, Jr. and P.K. "Rana" Medhi and Shane K. Dyer were elected at the Annual Meeting of Stockholders held on September 16, 2011.  Our company has no reason to believe that any of the nominees will become unavailable to serve as a director for any reason before the Annual Meeting.  However, in the event that any of them shall become unavailable, the person designated as proxy reserves the right to substitute another person of their choice when voting at the Annual Meeting.  Certain information regarding each nominee is set forth in the table and text below.

The directors serve for a term of one year and until their successors are duly elected and qualified.

The name, ages and positions of our directors and executive officers are listed below, along with a brief account of their business experience during the last five years.  Officers are appointed annually by the board of directors at its first meeting following the Annual Meeting of Stockholders and from time to time at the pleasure of the board.  There are no family relationships among the directors and officers, nor any arrangements or understandings between directors or officers and any other person pursuant to which any of such officers were selected as executive officers.

Nominees for Election

All of the nominees are currently serving as directors.  The name, age, position with our company and the date on which each nominee was first appointed as a director of our company is set forth below.

Daniel J. Forbush - Director, President, Chief Financial Officer and Chief Executive Officer

Daniel J. Forbush, a Certified Public Accountant, has served as a Director and as Chief Financial Officer of the Company since March 2007 and as President and Chief Executive Officer since December 17, 2010.   Mr. Forbush has over 25 year of mining industry experience. Mr. Forbush’s diverse background in financial management includes positions at such Fortune 500 firms as Glamis Gold, Ltd., AMOCO, TENNECO and Arthur Andersen & Company. Beginning in 1999, Mr. Forbush focused on start-up opportunities including the building of a public accounting firm (Forbush and Associates) since November 2000 and business consulting firm (Core Business Builders Inc.) since January of 2004, and has functioned as Chief Financial Officer and Treasurer for a $25 million residential development and building contractor and a number of other smaller enterprises. He was initially recruited as Controller for Glamis Gold, Inc., the U.S. operating entity of Glamis Gold, Ltd. serving therein from 1988 to 1997 and Chief Financial Officer and Treasurer from 1997 to 1999, for Glamis Gold, Ltd., directing all aspects of financial, administrative and operations management for this $200MM NYSE-listed, multi-national corporation. Prior experience includes Corporate Director of Managerial Accounting, Echo Bay Mines, Ltd., 1986-1987. Nevada Operations Controller for Tenneco Minerals prior to its acquisition by Echo Bay Mines; General Accounting Supervisor for AMOCO; Assistant Controller for Cyprus Industrial Minerals Company; and, Senior Auditor for Arthur Andersen & Company.

Larry Max Bigler - Director

Larry Bigler has over 30 years of mining experience. Mr. Bigler is a practicing Certified Public Accountant with many mining clients. Mr. Bigler formerly was CFO, Vice President, and Director for Oro Nevada Resources and was instrumental in raising CDN$40 million from an initial public offering. From 1987 until 1992 he was Treasurer and Controller for Getchell Gold where he completed an initial public offering and a gold loan. He has degrees in economics and accounting and has published many articles on mining financial issues.

Walter A. Marting, Jr. - Director

Mr. Marting has spent a large part of his career both as a senior executive for a Fortune 500 mining company and starting and running his own junior gold mining company. After graduating from Harvard Business School in 1975 and following three years in the US Navy with SEAL Team Two, Mr. Marting joined Amax Inc. as an underground mine Production Supervisor at Amax’s Climax Molybdenum property in Leadville, Colorado. Mr. Marting spent two years working underground and in Climax’s open pit operation before moving to the Company’s headquarters in Greenwich, CT. In 1982 Mr. Marting was named Vice President – Finance for Amax Europe in Paris, France. Mr. Marting helped build Amax’s global mining presence from its Paris headquarters and had financial oversight of the company’s European and African exploration and development and ore processing activities. He left Amax in 1984 to start his own mining company that undertook the re-opening and operation of the famed 16-1 Mine in Allegheny, CA.

P.K. “Rana” Medhi - Director

P.K. “Rana” Medhi of Casa Grande, Arizona has over 40 years of experience in the mining industry; including 28 years with Cyprus Amax Minerals. Mr. Medhi holds a Master of Science degree from the University of Arizona and is a Registered Mining and Engineering Geologist working as an Independent Consultant.  In addition, Mr. Medhi is a Certified Professional Geologist with the American Institute of Professional Geologists, a Member of Society for Mining, Metallurgy and Exploration (SME) and a certified adjunct professor of mineral technology and geology with the community colleges of Arizona.  Mr. Medhi has also authored and published several technical papers and an occasional speaker to mining and public forums.  Mr. Mehdi is currently the Chairman of the Board of Sunergy, Inc., a junior mining company with activities in West Africa.  He is currently the Chairman of the Board of Governors of the Arizona Department of Mines and Mineral Resources.

Shane K. Dyer P.E. W.R.S. - Director

Shane K. Dyer of Reno, NV is a Registered Professional Engineer and a Registered Water Rights Surveyor, with over 10 years experience in the Engineering Consulting Industry specifically in the design and permitting of mining operations including leach pad and waste dump designs, water resource engineering and business management.  Currently Vice President at Dyer Engineering Consultants, Inc. with a track record of producing excellent design, and project management results for clients in the United States and internationally, Mr. Dyer holds a Masters Degree in Civil engineering with a minor in Business Management from Brigham Young University. Serves as the Director of Permitting and Finance at Key Medical, Inc. a National Medicare Accredited DMPOS. Mr. Dyer has a strong technical background and is  innovative in problem solving and design.

Information About the board of directors

Board and Committee Meetings

Our board of directors held 6formal meetings during the year ended April 30, 2013.  All other proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware Corporate Law and our By-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

For the year ended April 30, 2013, there were two standing committees of the board of directors, the Audit Committee and the Nominating and Corporate Governance Committee. On May 2, 2012, the Board formed a Compensation Committee, which consists of Shane K. Dyer and P.K. Medhi, both of whom are independent, within the meaning of our directors' independence standards.

Nominating and Corporate Governance Committee, Director Nomination and Independence

Nominating and Corporate Governance Committee

Currently our Nominating and Corporate Governance Committee consists of P.K. “Rana” Medhi, Chairman, Larry Max Bigler and Shane K. Dyer.  The governance and nominating committee (the “Nominating Committee”) of the Company is established by the Board of our company to assist our board in:

During fiscal 2013, there were 1meeting held by the nominating and corporate governance committee.  Since May 1, 2012 when the members of the committee were appointed, the committee met 2times.

Director Selection Process and Review of Director Nominees

We have established a process for identifying and nominating director candidates which we expect will result in the election of a highly-qualified and dedicated board of directors.  The following is an outline of the process for the nomination of candidates for election to the board of directors: (a) the Chief Executive Office, the Nominating and Corporate Governance Committee or other members of the board of directors identify the need to add new Board members either to fill vacancies or to enhance the mix of qualifications, skills and experience represented on the board of directors (b)  the Committee coordinates the search for qualified candidates with input from management and other Board members,  (c) the Committee may engage a third party consultant to help identify and evaluate candidates for membership to the board of directors, if it deems such engagement is necessary and appropriate, (d) selected members of management and the board of directors interview prospective candidates; and (e) The Committee recommends a nominee, which it believes will serve the best interests of General Metals stockholders.

The board of directors has determined that directors should possess the following minimum qualifications: (a) the highest personal and professional ethics, integrity, and values; (b) commitment to representing the long-term best interests of the stockholders and (c) sufficient time to effectively fulfill the duties of a Board member.  Candidates suggested by shareholders will be considered on the same basis as any other candidate.   Any stockholder proposing a nomination should submit such candidates name, along with curriculum vitae or other summary of qualifications experience and skills to the Secretary, General Metals Corporation, 1155 West Fourth Street Suite 210, Reno, NV 89503.

General Metals Corporation considers diversity, age and skills in deciding on nominees.  The Nominating and Corporate Governance Committee reviews these matters through discussion at meetings of the committee.  In evaluating a director candidate, the committee considers factors that are in the best interests of our company and its stockholders.

Director Independence

We currently act with five (5) directors, consisting of, Walter A. Marting, Jr., P.K. “Rana” Medhi, Larry Max Bigler, Shane K. Dyer and Daniel Forbush.  We have determined that Walter A. Marting, Jr., P.K. “Rana” Medhi, Shane K. Dyer and Larry Max Bigler qualify as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Audit Committee and Audit Committee Financial Expert

Audit Committee

Currently our audit committee consists of Larry Max Bigler, Chairman, P.K. “Rana” Medhi and Walter A. Marting, Jr.  The function of the audit committee is to meet with our independent auditors at least annually to review, upon completion of the annual audit, financial results for the year, as reported in our financial statements; recommend to the Board the independent auditors to be retained; review the engagement of the independent auditors, including the scope, extent and procedures of the audit and the compensation to be paid therefore; assist and interact with the independent auditors in order that they may carry out their duties in the most efficient and cost effective manner; and review and approve all professional services provided to us by the independent auditors and considers the possible effect of such services on the independence of the auditors.

During fiscal 2013, there were 4meetings held by the audit committee.  The business of the audit committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.

Audit Committee Financial Expert

Our board of directors has determined that Larry Max Bigler of its audit committee qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

Compensation Committee

Our compensation committee consists of Shane K. Dyer, Chairman, and P.K. “Rana” Medhi.  Members of the compensation committee are independent within the meaning of our directors' independence standards and also are non-employee directors within the meaning of Rule 16b-3 of the Exchange Act. The compensation committee will be composed of minimum of 2 (two) independent directors and will not exceed more than 5 (five) independent directors. The committee will meet at least 2 (two) times annually to review various responsibilities as outlined below and periodically revise committee's charters. To assists in carrying out its responsibilities, the compensation Committee will receive reports and recommendations from the CEO and the management, from an outside independent compensation consultant, if retained and its own legal or other advisors. The committee will report to the full board its recommendations during regular board of directors meetings.

The Compensation Committee's principal responsibilities include, but not limited to:

Code of Ethics

Effective August 10, 2006, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (being our principal executive officers and principal accounting officers), as well as our independent directors and other persons performing similar functions.

Our Code of Business Conduct and Ethics as filed with the Securities and Exchange Commission is incorporated by reference as Exhibit 14.1 to annual report on Form 10-K.  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to: General Metals Corporation, 1155 West Fourth Street Suite 210, Reno, NV 89503.

Certain Relationships and Related Transactions, and Director Independence

There have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF AUDITOR

Our board of directors, on recommendation of the Audit Committee, has appointed the firm Ingenium Accounting Associates as our principal accountants to audit our financial statements for the year ended April 30, 2014, subject to ratification of this appointment by the stockholders of our company.

In the event that the stockholders fail to ratify this appointment, the Audit Committee will reconsider its selection of audit firm, but may decide not to change its selection.  Even if this appointment is ratified, our board of directors, in their discretion, may direct the appointment of a new independent accounting firm at any time during the year, if our board believes that such a change would be in the best interest of our company and our stockholders.

A representative of Ingenium Accounting Associates is expected to be available to respond to appropriate questions at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF INGENIUM ACCOUNTING ASSOCIATES AS OUR COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING APRIL 30, 2014.

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2013 and for fiscal year ended April 30, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PROPOSAL NO. 3

APPROVAL OF REVERSE STOCK SPLIT (CONSOLIDATION)

General

Our board of directors has approved, and recommended that our stockholders approve, a proposal to permit our board of directors, in their sole discretion, to file a Certificate of Amendment to our Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of common stock on a basis of up to twenty (20) old for one (1) new share (the "Reverse Stock Split").

If our stockholders approve the Reverse Stock Split, and our board of directors decides to implement it, the Reverse Stock Split will become effective upon approval of The Financial Industry Regulatory Authority ("FINRA") and upon the filing of a Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State, in a form substantially as set out in Schedule "A" hereto.

Even if the stockholders approve the Reverse Stock Split, we may abandon or postpone the proposal if our board of directors determines that it is no longer in the best interests of our company and our stockholders. If the Reverse Stock Split is not implemented by our board of directors within 12 months of the annual meeting, the proposal will be deemed abandoned, without further effect. In that case, our board of directors may again seek stockholder approval at a future date if it deems a reverse stock split to be advisable at that time.

Reasons for the Reverse Stock Split

Our board of directors authorized the Reverse Stock Split with a view to decrease the liquidity of our stock and make our company more attractive for potential business combinations and financing.

Effects of the Reverse Stock Split

Reduction of Shares Held by Individual stockholders.  After the effective date of the proposed Reverse Stock Split, each stockholder will own fewer shares of our common stock.  However, the proposed Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in our company, except to the extent that the reverse split results in any stockholders receiving cash in lieu of fractional shares as described below.  Proportionate voting rights and other rights of the stockholders will not be affected by the proposed Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares).  For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to the Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of our common stock immediately after the Reverse Stock Split.  The number of stockholders of record will not be affected by the Reverse Stock Split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after the Reverse Stock Split).  However, if the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of our common stock.  Brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions of more than 100 shares of our common stock.

Reduction in Total Outstanding Shares.  The proposed Reverse Stock Split will reduce the total number of outstanding shares of our common stock by the exchange ratio of up to twenty (20) old for one (1) new.

The following table contains approximate information relating to our common stock under certain possible exchange ratios, based on share information as at June 3, 2013:

As reflected in the table above, the number of authorized shares of our common stock will not be reduced by the Reverse Stock Split. Accordingly, the Reverse Stock Split will have the effect of increasing the authorized, but unissued shares of our common stock as a percentage of total authorized shares. These shares may be used by us for various purposes in the future without future stockholder approval (subject to applicable securities regulations), including, among other things, financings, strategic partnering arrangements, equity incentive plans, acquisitions of assets, stock splits or stock dividends.

Effect on Outstanding Options, Warrants, Right and Convertible Securities.  As required by their terms, all outstanding options, warrants, rights and convertible securities at the time of the reverse stock split will be appropriately adjusted for the Reverse Stock Split automatically on the effective date of the Reverse Stock Split. The number of shares subject to outstanding options and warrants will be reduced by the Reverse Stock Split ratio and the exercise prices for outstanding options will be proportionately increased.

Regulatory Effects.  Our common stock is currently registered under Section 12(b) of the Exchange Act, and our company is subject to the periodic reporting and other requirements of the Exchange Act.  The proposed Reverse Stock Split will not affect the registration of our common stock under the Exchange Act or our company’s obligation to publicly file financial and other information with the Securities and Exchange Commission.  If the proposed Reverse Stock Split is implemented, our common stock will continue to be quoted on the OTC Bulletin Board under the symbol "GNMT" (although the OTC Bulletin Board would likely add the letter “D” to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred).

No Going Private Transaction.  Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our board of directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

The Proposed Reverse Stock Split May Not Increase our company’s Stock Price over the Long-Term, Which Would Prevent our company From Realizing Some of the Anticipated Benefits of the Reverse Stock Split.  Our board of directors expects that a Reverse Stock Split of our common stock will likely increase the market price of our common stock immediately following the Reverse Stock Split.  However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar stock split combinations for companies in like circumstances is varied.  It is possible that the per share price of our common stock after the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Stock Split.

The Proposed Reverse Stock Split May Decrease the Liquidity of our company’s Stock.  The liquidity of our common stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split.

Board Discretion to Implement the Reverse Stock Split

If the Reverse Stock Split is approved by the stockholders, it will be effected, if at all, only upon a determination by our board of directors that a Reverse Stock Split is in the best interests of our company and our stockholders at the time of such determination.  Such determination will be based upon factors our board of directors deems appropriate, including without limitation our company’s then current stock price, the existing and expected marketability and liquidity of our common stock and prevailing market conditions.  Notwithstanding approval of the Reverse Stock Split by our stockholders, our board of directors may, in their sole discretion, abandon the proposed amendment to the Certificate of Incorporation and determine not to effect the Reverse Stock Split as permitted under Section 242(c) of the Delaware General Corporation Law.  If our board of directors does not implement the Reverse Stock Split prior to the one year anniversary of the receipt of the requisite stockholder approval at the Annual Meeting or any adjournment thereof, stockholder approval would be required again prior to implementing any reverse stock split.

Amendment Effective Time

The effective date of the Reverse Stock Split will be the date on which the Amendment to Certificate of Incorporation to effect the amendment contemplated by Proposal No. 3 is accepted and recorded by the Delaware Secretary of State (subject to any specific future time of effectiveness stated therein) in accordance with Section 103 of the DGCL.  The exact timing of the filing of the amendment will be determined by our board of directors based on their evaluation as to when such action will be the most advantageous to our company and our stockholders.  Except as explained below with respect to fractional shares, on the effective date of the amendment to effect the Reverse Stock Split, shares of our common stock issued and outstanding immediately prior thereto will be combined and converted, automatically and without any action on the part of our stockholders, into new shares of our common stock in accordance with the reverse stock split ratio determined by our board of directors within the limits set forth in this Proposal No. 3.

Required Vote

Approval of Proposal No. 3 requires the affirmative vote, of a majority of shares (represented either in person or by proxy) present at the meeting.  Abstentions and broker “non-votes” will be counted for quorum purposes but will not count towards adoption of the Proposal No. 3 and will be treated as abstentions. 

Our board of directors urges you to vote "FOR" this Proposal No. 3 to approve the Reverse Stock Split.

Stockholders’ Equity

Following the effectiveness of the amendment to our company’s Certificate of Incorporation, the stated capital on our company’s balance sheet and the additional paid-in capital account, in each case, attributable to our common stock, will be adjusted to reflect the Reverse Stock Split.  The par value per share of our common stock will remain unchanged at $0.001 per share after the Reverse Stock Split.  As a result, on the effective date of the Reverse Stock Split, the stated capital on our company’s consolidated balance sheet attributable to common stock will be reduced and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced.  Per share net income or loss will be increased because there will be fewer shares of our common stock outstanding.  Our company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

Interests of Certain Persons in the Proposal

Certain of our company’s officers and directors have an interest in this Proposal No. 3 as a result of their ownership of shares of stock of our company, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.  However, our company does not believe that our officers or directors have interests in the Reverse Stock Split that are different from or greater than those of any other stockholder of our company.

Fractional Shares

No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole number.

Exchange of Stock Certificates

As soon as practicable after the effective date, transmittal forms will be mailed to each stockholder holding shares of our common stock in certificated form. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the "Old Certificates") to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split common stock (the "New Certificates"). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of common stock that they are entitled as a result of the Reverse Stock Split. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-Reverse Stock Split common stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s). If a stockholder is entitled to a payment in lieu of any fractional share interest, such payment will be made as described above under "Fractional Shares".

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM FROM OUR TRANSFER AGENT. STOCKHOLDERS ARE ENCOURAGED TO PROMPTLY SURRENDER CERTIFICATES TO THE TRANSFER AGENT FOLLOWING RECEIPT OF TRANSMITTAL FORMS IN ORDER TO AVOID HAVING SHARES POSSIBLY BECOMING SUBJECT TO ESCHEAT LAWS.

Shares Held in Book-Entry and Through a Bank, Broker or Other Nominee

If you hold shares of our common stock electronically in book-entry form with our transfer agent, you do not currently have and will not be issued stock certificates evidencing your ownership after the Reverse Stock Split. If you hold registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-Reverse Stock Split shares. If you are entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to you indicating the number of shares of our common stock held following the Reverse Stock Split.

If you hold shares of our common stock in “street name” through a bank, broker, custodian or other nominee, we will treat your common stock in the same manner as stockholders whose shares are registered in their own names. Banks, brokers and other nominees will be instructed to effect the Reverse Stock Split for their customers holding our common stock in street name. However, these banks, brokers and other nominees may have different procedures for processing a Reverse Stock Split. If you hold shares of our common stock in street name, we encourage you to contact your bank, broker, custodian or other nominee.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

The following discussion is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to our company and to stockholders that hold such stock as a capital asset for U.S. federal income tax purposes.  This discussion is based on laws, regulations, rulings and decisions in effect on the date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations.  This discussion applies only to holders that are U.S. persons and does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or to holders who may be subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, holders who are dealers in securities or foreign currency, foreign persons, insurance companies, tax-exempt organizations, banks, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, retirement plans, holders that are partnerships or other pass-through entities for U.S. federal income tax purposes, holders whose functional currency is not the U.S. dollar, traders that mark-to-market their securities, holders subject to the alternative minimum tax, holders who hold our common stock as part of a hedge, straddle, conversion or other risk reduction transaction, or who acquired our common stock pursuant to the exercise of compensatory stock options, the vesting of previously restricted shares of stock or otherwise as compensation.

Our company has not sought, and will not seek, a ruling from the U.S. Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split.  The following summary does not address the tax consequences of the Reverse Stock Split under foreign, state, or local tax laws.  Accordingly, each holder of our common stock should consult his, her or its tax advisor with respect to the particular tax consequences of the Reverse Stock Split to such holder.

IRS Circular 230 Disclosure:  To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this proxy statement was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax-related penalties under the Code. The tax advice contained in this proxy statement was written to support the promotion or marketing of the transactions and matters addressed by the proxy statement. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

The U.S. federal income tax consequences for a holder of our common stock and for our company pursuant to the Reverse Stock Split will be as follows:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE REVERSE STOCK SPLIT (CONSOLIDATION).

PROPOSAL NO. 4

APPROVAL OF ASSIGNMENT AND PURCHASE AGREEMENT – OPEN GOLD CORP.
SALE OF WILSON-INDEPENDENCE GOLD – SILVERMINE

On April 30, 2013 we entered into an Assignment and Purchase Agreement with Open Gold Corp., or "Open Gold", a Canadian junior mining company listed on the TSX Venture Exchange and with our wholly-owned subsidiary, General Gold Corporation, or "General Gold". Pursuant to the Assignment and Purchase Agreement we have agreed to the sale of our Wilson-Independence Gold – Silver Mine, situated in the Battle Mountain Mining District, Lander County, Nevada, referred to as the '"Independence Mine", to Open Gold. The Independence Mine is comprised of 14 whole and fractional mining claims encompassing 240 acres and 480 acres of private fee surface land exclusive of mineral rights. We control the Independence Mine through General Gold under a mining lease/option agreement with Independence Gold Silver Mines, Inc. of Seattle, Washington, or "Independence".

The purchase price for the sale of the Independence Mine will consist of common shares of Open Gold, referred to as "Open Gold Shares", in an amount equal to 64% of the post-transaction issued and outstanding Open Gold Shares. We will then distribute, by way of a dividend or similar pro-rata distribution, 90% of such Open Gold Shares to our stockholders, referred to as the "Distribution". The remaining 10% of the Open Gold Shares will be retained by General Metals for working capital uses until the Distribution can be completed. Management intends to distribute the shares remaining from this 10% to shareholders at the time of the Distribution.

The Board of Directors recommends this transaction to the shareholders both in terms of its fairness to our company and the overall consideration received by the shareholders as a result of the transaction. The Board’s recommendation is based on several factors:

The time frame for completion of the Distribution will be based on whether escrow restrictions are imposed on the Open Gold Shares by the TSX Venture Exchange, in which case the Distribution will take place within 38 months of closing of the sale. If no escrow requirements are applicable, the Distribution must be completed within 20 months of the closing date. For additional details regarding the Distribution, please see the section "Distribution" below.

In the interim period between closing and the Distribution, the Open Gold Shares to be distributed to our stockholders, will be registered in the name of a trustee which will be legal counsel or a trust company mutually agreed to by General Metals and Open Gold and held pursuant to terms of a trust agreement, such Open Gold Shares referred to as the "Trust Shares".

Due to TSX Venture Exchange requirements, certain voting restrictions will be applicable to the Open Gold Shares held by us pending completion of the Distribution. Such restrictions permit us to vote only such number of Open Gold Shares that is equal to up to 14% of the post-transaction issued and outstanding number of Open Gold Shares. Additionally, neither we nor the trustee will be permitted to vote the Trust Shares.

In the event the Distribution is not completed within 48 months of closing of the transaction, the Trust Shares will continue to be held in trust but will be subject to a right to repurchase by Open Gold, in whole or in part, at a price per share equal to 65% of the ten day consecutive trading volume-weighted average price prior to the date of exercise of the repurchase right.

Concurrent Financing

The terms of the Assignment and Purchase Agreement also require Open Gold to complete, at the same time as closing of the proposed sale, an equity and/or debt financing in the amount of CDN$2,350,000, referred to as the "Financing", of which 85% of the proceeds must be used to advance development work on the Independence Mine and to meet working capital requirements.

Stockholder and Other Approvals

Under Delaware corporate law the proposed sale constitutes the disposition of all or substantially all of our company's undertaking and is therefore required to be approved by our stockholders. Additionally, as a result of Open Gold's listing on the TSX Venture Exchange, the proposed sale is also subject to approval from the TSX Venture Exchange. As at the date of this Proxy Statement, TSX Venture Exchange approval has been applied for, but has not been received.

Assignment and Purchase Agreement

The following briefly summarizes certain of the material terms of the Assignment and Purchase Agreement. All summaries of the terms and conditions of the Assignment and Purchase Agreement contained in this Proxy Statement are qualified in their entirety by reference to the full text of the Assignment and Purchase Agreement, a copy of which has been filed with our Securities and Exchange Commission filings which are available over the Internet at the SEC's website at http://www.sec.gov.

Board of Director Appointments

As part of the Proposed Sale, certain changes will be made to the board of directors of Open Gold. Our company will nominate two individuals to join the board and Open Gold will retain two of its nominees. Additional, a fifth independent director, acceptable to both Open Gold and General Metals will also be appointed.

Termination of Assignment and Purchase Agreement

The Assignment and Purchase Agreement may be terminated by either General Metals or Open Gold if any of the conditions precedent provided for in the agreement are not satisfied at or prior to closing of the proposed sale.

Conditions to Closing

The obligation of each of General Metals and Open Gold to complete the proposed sale is subject to satisfaction of customary conditions precedent such as completion of satisfactory due diligence reviews by the parties, as well receipt of approval from our stockholders and the TSX Venture Exchange, and completion of the concurrent financing by Open Gold in the amount of CDN$2,350,000.

The Distribution

Each person that is holder of our common stock on a specified record date to be determined by our board of directors will be entitled to receive a specific amount of the Open Gold Shares per share of our common stock. Such amount will be determined on the basis of a pro-rata distribution ratio of Open Gold Shares for each share of our common stock. Such distribution ratio will be determined by dividing the number of Open Gold Shares by the number of shares of our common stock outstanding on the record date for the Distribution. No fractional Open Gold Shares will be distributed and any fractionals will be rounded down to the nearest whole number.

Shareholders will not be required to pay for the Open Gold Shares that they receive pursuant to the Distribution nor will they be required to surrender or exchange their share of our common stock in order to receive the Open Gold Shares or to take any other action in connection with the Distribution. Certificates representing the Open Gold Shares to which shareholders are entitled will be sent by mail to the shareholders as soon as practicable after the distribution record date and without any required action on the part of Shareholders.

In order to be able to proceed with the Distribution, the Open Gold Shares are required to be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and until such time may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 1933 Act) without such registration under the 1933 Act and any applicable State Securities laws, unless an exemption from registration is available. Additionally, the Open Gold Shares distributed to our stockholders may also be subject to certain resale restrictions pursuant to Canadian securities laws.

Applicable tax consequences and considerations to any particular shareholder will depend on a variety of factors, including the Shareholder's own specific circumstances. Shareholders should consult their tax and legal advisors regarding the tax consequences and other considerations applicable to them as a result of the Distribution.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE ASSIGNMENT AND PURCHASE AGREEMENT WITH OPEN GOLD CORP.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Proxy Statement, since May 1, 2012, being the commencement of our last completed financial year, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:

The shareholdings of our directors and officers are listed below in the section entitled "Principal Shareholders and Security Ownership of Management".

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

As of June 3, 2013, we had a total of 348,788,328 shares of common stock ($0.001 par value per share) issued and outstanding.

The following table sets forth, as of June 3, 2013, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings.  Beginning June 1, 2007, the non-employee directors receive $1,000 per month for their service on the board of directors.  On September 2, 2010 the board of directors suspended all fees for their services until further notice.  Effective May 1, 2010, the compensation of non-employee Directors was reinstated at $1,000 per month for their services and $1,000 per month for fulfilling their committee assignments.   The Directors also receive Stock Incentive Grants from time to time as authorized by the Board.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

The following table sets forth a summary of the compensation paid to our non-employee directors in 2013:

Employment Contracts and Termination of Employment and Change in Control Arrangements

We currently do not have any employment agreements or consulting agreements with our directors and executive officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options and stock grants at the discretion of our board of directors in the future. We do not have any bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options or stock grants may be granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Compensation Plans

On December 12, 2012, our stockholders approved the adoption of our 2012 Stock Plan. The 2012 Stock Plan reserves an aggregate of 30,000,000 shares for the grants of options to purchase shares of common stock, $0.001 par value per share, of our company. A copy of the 2012 Stock Option Plan is attached as Schedule "B".

As of April 30, 2013, we did not have any other compensation plans in place except for an incentive plan for Daniel J. Forbush and Walter A. Marting Jr. under which they can receive 5,000,000 shares and 2,000,000 shares respectively upon the completion of certain goals and accomplishment of certain objectives.

Compliance With Section 16(a) Of The Exchange Act

Our company believes that during the year ended April 30, 2013, all executive officers, directors and greater than 10% beneficial owners, complied with Section 16(a) filing requirements.

STOCKHOLDER PROPOSALS

Under the rules of the SEC, proposals of Stockholders intended to be presented at the 2014 annual meeting of Stockholders must be made in accordance with the by-laws of our company and received by our company at our principal executive offices for inclusion in our company’s proxy statement for that meeting no later than March 1, 2014.  The board of directors will review any stockholder proposals that are filed as required and will determine whether such proposals meet applicable criteria for including in our 2014 proxy statement.

"HOUSEHOLDING" OF PROXY MATERIAL

The Securities and Exchange Commission permits companies and intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders.  This process, commonly referred to as "householding", potentially means extra conveniences for stockholders and cost savings for companies.

A number of brokers with accountholders who are stockholders of our Company will be "householding" our proxy materials.  As indicated in the notice previously provided by these brokers to stockholders, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder.  Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent.  If at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement, please notify your broker.

Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request "householding" of their communications should contact their broker.

OTHER BUSINESS

The Board knows of no other business that will be presented for consideration at the Meeting.  If other matters are properly brought before the Meeting; however, it is the intention of the persons named in the accompanying proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

If there are insufficient votes to approve any of the proposals contained herein, the Board may adjourn the Meeting to a later date and solicit additional proxies.  If a vote is required to approve such adjournment, the proxies will be voted in favor of such adjournment.

By Order of the board of directors,

/s/ Daniel Forbush 

Daniel Forbush

Director

 PROXY CARD

SPECIAL MEETING OF STOCKHOLDERS OF

GENERAL METALS CORPORATION

(the "Company")

TO BE HELD IN THE MEETING ROOM AT THE CENTER FOR UNIQUE BUSINESS ENTERPRISE

300 EAST 2nd STREET, #1405, RENO, NV, 89501

ON WEDNESDAY, JULY 31, 2013 at 10:00 a.m. (Pacific Time)

(the "Meeting")

The undersigned shareholder ("Registered Shareholder") of the Company hereby appoints, Daniel Forbush, an officer of the Company, or failing him, Larry Max Bigler, a director of the Company, or in the place of the foregoing, _____________________ [print name] as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the Meeting and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.

The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Registered Shareholder as specified herein.

☐       Please check this box only if you intend to attend and vote at the Meeting

To assist the Company in tabulating the votes submitted by proxy prior to the Meeting, we request that you mark, sign, date and return this Proxy by 10:00 a.m. July 29, 2013 using the enclosed envelope.

THIS PROXY IS SOLICITED ON BEHALF MANAGEMENT OF THE COMPANY.

PLEASE MARK YOUR VOTE IN THE BOX.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy, when properly executed, will be voted in the manner directed by the Registered Shareholder.  If no direction is made, this Proxy will be voted "FOR" each of the nominated directors and "FOR" the remaining Proposals.

Please sign exactly as name appears below. When shares are held jointly, both Registered Shareholders should sign. When signing as attorney, executor, administrator, trustee or guardian, please indicate full title as such.  If a corporation, please indicate full corporate name; and if signed by the president or another authorized officer, please specify the officer's capacity. If a partnership, please sign in partnership name by authorized person.

THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED.

SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE.

INSTRUCTIONS FOR COMPLETION OF PROXY

1.           This form of proxy ("Instrument of Proxy") must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

2.           If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder.

3.           A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the Scrutineer before the Meeting begins.

4.           A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:

(a)        appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is; OR

(b)        appoint another proxyholder.

5.           The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.  Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

INSTRUCTIONS AND OPTIONS FOR VOTING:

To be represented at the Meeting, this Instrument of Proxy must be DEPOSITED at the office of Nevada Agency and Transfer Company, by mail or by online vote, at any time up to and including 10:00 a.m. (local time) on July 29, 2013, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting.

Nevada Agency and Transfer Company

50 West Liberty Street, Suite 880

Reno, Nevada 89501

SCHEDULE "A"

FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
(If Proposal No. 3 is passed)

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

GENERAL METALS CORPORATION

a Delaware Corporation

(pursuant to Section 242 of the Delaware General Corporation Law)

General Metals Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), through its duly authorized officers and by authority of its Board of Directors does hereby certify:

FIRST:     That in accordance with the provisions of Section 242 of the GCL, the Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the Corporation, declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that a new Article 6 be added to the Certificate of Incorporation to read as follows:

"6.     Effective as of 5:00 p.m. (Pacific Time) on the date of filing (the "Effective Time") of this amendment to the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, each share of common stock, par value $0.001 per share (the "Old Common Stock"), issued and outstanding immediately prior to the Effective Time, shall be, and hereby is, split on a basis of one (1) new share of common stock for twenty (20) old shares of common stock, par value $0.001 per share (the "New Common Stock"). Each outstanding stock certificate which immediately prior to the Effective Time represented one or more shares of Old Common Stock shall thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole shares of New Common Stock. The corporation shall not issue or deliver any fractional shares of New Common Stock. In lieu thereof, shares of Old Common Stock that are not evenly divisible will be rounded up to the nearest whole share of New Common Stock. Shares of common stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time shall resume the status of authorized but unissued shares of common stock."

SECOND:     That thereafter, pursuant to a resolution of its Board of Directors, an annual and special meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the GCL, at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendments (the "Amendments").

THIRD:     That the Amendments were duly adopted in accordance with the provisions of Section 242 of the GCL.

FOURTH:     That the foregoing Amendments shall become effective on ♦, 2013.

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed by Daniel Forbush, its duly authorized President and Principal Executive Officer this ♦ day of ♦, 2013.

SCHEDULE "B"

2012 STOCK OPTION PLAN

GENERAL METALS CORPORATION

2012 STOCK OPTION PLAN

1.             STATEMENT OF PURPOSE

1.1           Principal Purposes - The principal purposes of the Plan are to provide GENERAL METALS CORPORATION (the “Company”) with the advantages of the incentive inherent in share ownership on the part of employees, officers, directors and consultants responsible for the continued success of the Company; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Company; to encourage such individuals to remain with the Company; and to attract new employees, officers, directors and consultants to the Company.

1.2           Benefit to Shareholders - The Plan is expected to benefit shareholders by enabling the Company to attract and retain skilled and motivated personnel by offering such personnel an opportunity to share in any increase in value of the Shares resulting from their efforts.

2.             INTERPRETATION

2.1           Defined Terms - For the purposes of this Plan, the following terms shall have the following meanings:

(a)     "Act" means the Securities Act of British Columbia and Alberta where applicable and as amended from time to time, in the event that the Company’s Shares are listed on t eh TSXV and as a result the Act is applicable;

(b)     "Associate" shall have the meaning ascribed to such term in the applicable Act;

(c)     "Board" means the Board of Directors of the Company;

(d)     "Change in Control" means:

(m)               "Eligible Person" means:

(n)            "Employee" means:

(o)            "Exchange" means the stock exchange or over the counter market on which the Shares are listed or quoted for trading;

that cannot reasonably be considered to promote the purchase or sale of securities of the Company,

3.              ADMINISTRATION

3.1           Board or Committee - The Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2.

3.2           Appointment of Committee - The Board may at any time appoint a Committee, consisting of not less than three of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the absence of the appointment of a Committee by the Board, the Board shall administer the Plan.

3.3           Quorum and Voting - A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. No member of the Committee who is a director to whom an Option may be granted may participate in the decision to grant such Option (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee in which action is to be taken with respect to the granting of an Option to him).

3.4           Powers of Board and Committee - The Board shall from time to time authorize and approve the grant by the Company of Options under this Plan, and any Committee appointed under Section 3.2 shall have the authority to review the following matters in relation to the Plan and to make recommendations thereon to the Board;

(a)             administration of the Plan in accordance with its terms,

3.5            Obtain Approvals - The Board will seek to obtain any regulatory, Exchange or shareholder approvals which may be required pursuant to applicable securities laws or Exchange rules.

3.6            Administration by Committee - The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Committee's administration of the Plan shall in all respects be consistent with the Exchange policies and rules.

4.              ELIGIBILITY

4.1            Eligibility for Options - Options may be granted to any Eligible Person.

4.2            Insider Eligibility for Options - Notwithstanding Section 4.1, if the Shares are listed only on the TSXV, grants of Options to Insiders shall be subject to the policies of the TSXV.

4.3            No Violation of Securities Laws - No Option shall be granted to any Optionee unless the Committee has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the securities law of the jurisdiction in which the Optionee resides.

5.              SHARES SUBJECT TO THE PLAN

5.1            Number of Shares - The aggregate number of Shares reserved for issuance under this Plan or any other plan of the Corporation, shall be 30,000,000 Shares.

5.2            Expiration of Option - If an Option expires or terminates for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of the Plan.

5.3            Reservation of Shares - The Company will at all times reserve for issuance and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

6.             OPTION TERMS

6.1           Option Agreement - Each Option granted to an Optionee shall be confirmed by the execution and delivery of an Option Agreement and the Board shall specify the following terms in each such Option Agreement:

6.2           Vesting Schedule - The Board, as applicable, shall have complete discretion to set the terms of any vesting schedule of each Option granted, including, without limitation, discretion to:

6.3            Amendments to Options - Amendments to the terms of previously granted Options are subject to regulatory approval, if required.     If required by the Exchange, Disinterested Shareholder Approval shall be required for any reduction in the Option Price of a previously granted Option if the Optionee is an Insider of the Company at the time of the proposed reduction in the Option Price.

6.4            Uniformity - Except as expressly provided herein, nothing contained in this Plan shall require that the terms and conditions of Options granted under the Plan be uniform.

7.              EXERCISE OF OPTION

7.1           Method of Exercise - Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Section 6 hereof, an Optionee may exercise an Option by giving written notice thereof, specifying the number of Shares in respect of which the Option is exercised, to the Company at its principal place of business at any time after the Date of Grant until 4:00 p.m. (Pacific time) on the last day of the Term, such notice to be accompanied by full payment of the aggregate Option Price to the extent the Option is so exercised. Such payment shall be in lawful money (Canadian funds or the equivalent in U.S. funds) by cash, certififed check, bank draft or wire transfer. Payment by certified check made payable to the Company in the amount of the aggregate Option Price shall constitute payment of such Option Price unless the check is not honored upon presentation, in which case the Option shall not have been validly exercised.

7.2            Issuance of Certificates - Not later than the third business day after exercise of an Option in accordance with Section 7.1, the Company shall issue and deliver to the Optionee a certificate or certificates evidencing the Shares with respect to which the Option has been exercised. Until the issuance of such certificate or certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the certificate is issued, except as provided by Section 10 hereof.

7.3            Compliance with U.S. Securities Laws - As a condition to the exercise of an Option, the Board may require the Optionee to represent and warrant in writing at the time of such exercise that the Shares are being purchased only for investment and without any then-present intention to sell or distribute such Shares. At the option of the Board, a stop transfer order against such Shares may be placed on the stock books and records of the Company and a legend, indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Board may also require such other documentation as may from time to time be necessary to comply with United States federal and state securities laws. The Company has no obligation to undertake registration of Options or the Shares issuable upon the exercise of the Options.

8.              TRANSFERABILITY OF OPTIONS

8.1            Non-Transferable/Legending - Except as permitted by applicable securities laws and the policies of the Exchange, and as provided otherwise in this Section 8, Options are non-assignable and non-transferable. If the Shares are listed only on the TSXV, then, in addition to any resale restrictions under applicable securities laws, the Option Agreement and the certificates representing the Shares issued on the exercise of such Option shall bear a legend with a four-month hold period commencing on the Date of Grant in accordance with applicable securities laws.

8.2            Death of Optionee - Subject to Section 8.3, if the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, terminates as a result of such Optionee's death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee and shall be exercisable by such Qualified Successor until the earlier of a period of 30 days following the date of such death and the expiry of the Term of the Option.

8.3            Disability of Optionee - If the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities for the Company, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, is terminated by reason of such Optionee's Disability, any Options held by such Optionee that could have been exercised immediately prior to such termination of employment or service shall be exercisable by such Optionee, or by his Guardian, for a period of 30 days following the termination of employment or service of such Optionee. If such Optionee dies within that 30-day period, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor until the earlier of a period of 30 days following the death of such Optionee and the expiry of the Term of the Option.

8.4            Deemed Non-Interruption of Employment - Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or any Subsidiary Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then the Optionee's employment shall be deemed to have terminated on the ninety-first day of such leave.

9.              TERMINATION OF OPTIONS

9.1            Termination of Options - To the extent not earlier exercised or terminated in accordance with Section 8, an Option shall terminate at the earliest of the following dates:

9.2            Lapsed Options - If Options are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options. If an Option has been surrendered in connection with the regranting of a new Option to the same Optionee on different terms than the original Option granted to such Optionee, then, if required, the new Option is subject to approval of the Exchange.

9.3            Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement - If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any Subsidiary Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not vested at that time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

10.            ADJUSTMENTS TO OPTIONS

10.1          Alteration in Capital Structure - If there is any change in the Shares through or by means of a declaration of stock dividends of the Shares or consolidations, subdivisions or reclassifications of the Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option and the Option Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Exchange, and such adjustment shall be effective and binding for all purposes of the Plan.

10.2          Effect of Amalgamation, Merger or Arrangement - If the Company amalgamates, merges or enters into a plan of arrangement with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement as if the Optionee had exercised the Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.

10.3          Acceleration on Change in Control - Upon a Change in Control, all Options shall become immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject.

10.4          Acceleration of Date of Exercise - Subject to the approval of the Exchange, if required, the Board shall have the right to accelerate the date of vesting of any portion of any Option which remains unvested.

10.5          Determinations to be Binding - If any questions arise at any time with respect to the Option Price or exercise price or number of Option Shares or other property deliverable upon exercise of an Option following an event referred to in this Section 10, such questions shall be conclusively determined by the Board, whose decisions shall be final and binding.

10.6          Effect of a Take-Over - If a bona fide offer (the "Offer") for Shares is made to an Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of the Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee may be exercised in whole or in part, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject, by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the "Optioned Shares") to the Offer. If

the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund to the Optionee any Option Price paid for such Optioned Shares.

11.            APPROVAL, TERMINATION AND AMENDMENT OF PLAN

11.1          Shareholder Approval - This Plan, if the Shares are listed only on the TSXV, must receive shareholder approval at a meeting of the Company's shareholders at the time the Plan implemented and at such time the number of Shares reserved for issuance under the Plan is amended.

11.2          Power of Board to Terminate or Amend Plan - Subject to the approval of the Exchange, if required, the Board may terminate, suspend or discontinue the Plan at any time or amend or revise the terms of the Plan; provided, however, that, except as provided in Section 10, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval by the Company's shareholders at a meeting duly held in accordance with the applicable corporate laws:

(a)     increase the maximum number of Shares which may be issued under the Plan;

(b)     materially modify the requirements as to eligibility for participation in the Plan; or

(c)     materially increase the benefits accruing to participants under the Plan;

however, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority, or as a result of changes in the policies of the Exchange relating to director, officer and employee stock options, without obtaining the approval of the Company's shareholders.

11.3          No Grant During Suspension of Plan - No Option may be granted during any suspension, or after termination, of the Plan.     Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

12.            CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

12.1          Compliance with Laws - Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, any applicable United States state securities laws, the Securities Act of 1933, as amended, the rules and regulations thereunder and the requirements of any Exchange or automated interdealer quotation system of a registered national securities association upon which such Shares may then be listed or quoted, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from registration for the issuance and sale of any Shares under this Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such Shares other than with respect to a refund of any Option Price paid.

13.            USE OF PROCEEDS

13.1          Use of Proceeds - Proceeds from the sale of Shares pursuant to the Options granted and exercised under the Plan shall constitute general funds of the Company and shall be used for general corporate purposes, or as the Board otherwise determines.

14.            NOTICES

14.1          Notices - All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either delivered personally to the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such personal delivery; telecopied, in which case notice shall be deemed to have been duly given on the date the telecopy is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing.

15.            MISCELLANEOUS PROVISIONS

15.1          No Obligations to Exercise - Optionees shall be under no obligation to exercise Options granted under this Plan.

15.2         No Obligation to Retain Optionee - Nothing contained in this Plan shall obligate the Company or any Subsidiary Company to retain an Optionee as an employee, officer, director or consultant for any period, nor shall this Plan interfere in any way with the right of the Company or any Subsidiary Company to reduce such Optionee's compensation.

15.3          Binding Agreement - The provisions of this Plan and of each Option Agreement with an Optionee shall be binding upon such Optionee and the Qualified Successor or Guardian of such Optionee.

15.4          Use of Terms - Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

15.5          Headings - The headings used in this Plan are for convenience of reference only and shall not in any way affect or be used in interpreting any of the provisions of this Plan.

15.6          No Representation or Warranty - The Company makes no representation or warranty as to the future value of any Shares issued in accordance with the provisions of this Plan.

15.7          Income Taxes - As a condition of and prior to participation in the Plan any Optionee shall on request authorize the Company in writing to withhold from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such Optionee's participation in the Plan.

15.8          Compliance with Applicable Law - If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange or over the counter market having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

15.9          Conflict - In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

15.10        Governing Law - This Plan and each Option Agreement issued pursuant to this Plan shall be governed by the laws of the State of Nevada.

15.11        Time of Essence - Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver of the essentiality of time.

15.12        Entire Agreement - This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior stock option plans, agreements, undertakings and understandings, whether oral or written.

16.            EFFECTIVE DATE OF PLAN