GobiMin : Notice of Annual General Meeting of Shareholders and Information Circular

GOBIMIN INC.

Notice of Annual General Meeting of Shareholders

and

Information Circular

Dated April 27, 2021

Place:	1000 Sherbrooke Street West, Suite 2700, Montreal, Québec, Canada H3A 3G4
Date:	Wednesday, June 9, 2021
Time:	9:30 a.m.

INVITATION TO SHAREHOLDERS

Dear Shareholders:

You are invited to attend the Annual Meeting of Shareholders of GobiMin Inc., which will take place on June 9, 2021 at 1000 Sherbrooke Street West, Suite 2700, Montreal, Quebec, Canada H3A 3G4, with the teleconference access as set forth below.

Meeting Information: Meeting Link: https://mcmillan.webex.com/mcmillan/j.php?MTID=ma7ef95079b79dded539d8ab5f30b95b4 Meeting Number: 132 244 1410

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Access code: 132 244 1410

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The Corporation scheduled its Annual Meeting of Shareholders for June 9, 2021 (the "Meeting") and meeting materials, including the enclosed Notice of Meeting and Proxy that are mailed to Shareholders in connection with the Meeting.

The items of business to be considered at the Meeting are described in the accompanying Notice of Annual Meeting and Information Circular.

The participation and views of all shareholders are very important to us. All shareholders are encouraged to vote, which can be done by following the instructions enclosed with these materials.

In addition, in light of the rapidly evolving public health guidelines related to COVID-19, we request that all shareholders vote their shares by proxy and attend the Meeting via teleconference and NOT in person. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada and those of the regional health authorities of the Province of Quebec, Canada.

At the Meeting, in addition to dealing with the matters described in the Notice, We will review the affairs of the Corporation. Furthermore, shareholders will have an opportunity to ask questions and to meet the Corporation's Directors and management representatives.

All of our public documents are available on the website at www.SEDAR.com. We encourage all shareholders to read the circular in details and pay attention to the materials posted on SEDAR or mailed to them regarding the meeting and the postponement, if any.

We look forward to seeing you at the Meeting.

Yours sincerely,

(signed) "Felipe Tan"

Felipe Tan, President, CEO and Chairman

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL MEETING (the "Meeting") of the holders of common shares ("Common Shares") of GobiMin Inc. (the "Corporation") will be held at 1000 Sherbrooke Street West, Suite 2700, Montreal, Quebec, Canada H3A 3G4 on Wednesday, June 9, 2021 at 9:30 a.m., with the teleconference access set forth herein below, for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2020 and the reports of the auditor thereon;
2. to set the number of directors of the Corporation at seven (7) for the ensuring year;
3. to elect the Board of Directors of the Corporation for the ensuing year;
4. to appoint the auditors of the Corporation for the ensuing year and to authorize the Board of
   Directors to fix the auditors' remuneration; and
5. to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 27th day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Felipe Tan"

Felipe Tan

President, CEO and Chairman

NOTES:

1. Only holders of common shares of the Corporation of record at the close of business on April 9, 2021 are entitled to receive notice of the Meeting and only those holders of the common shares of the Corporation of record at the close of business on April 9, 2021, or who subsequently become shareholders and comply with the provisions of the Canada Business Corporations Act, are entitled to vote at the Meeting.
2. It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. All proxies, to be valid, must be received by Computershare Investor Services Inc., the transfer agent of the Corporation at Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 at least 48 hours prior to the Meeting (namely, by 9:30 a.m. (Eastern Daylight Time) on June 7, 2021) or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

Meeting Information:

Meeting Link: https://mcmillan.webex.com/mcmillan/j.php?MTID=ma7ef95079b79dded539d8ab5f30b95b4

Meeting Number: 132 244 1410

More ways to join:

Join by phone

Canada Toll: [phone] / Canada Toll Free: [phone]

Access code: 132 244 1410

Having trouble dialing in? Try these backup numbers:

US Toll free: [phone] /US Toll: [phone]

IN LIGHT OF THE RAPIDLY EVOLVING PUBLIC HEALTH GUIDELINES RELATED TO COVID-19, THE CORPORATION ENCOURAGES THAT ALL SHAREHOLDERS VOTE THEIR SHARES BY PROXY AND ATTEND THE MEETING VIA TELECONFERENCE AND NOT IN PERSON.

MANAGEMENT INFORMATION CIRCULAR

GOBIMIN INC.

1000 Sherbrooke Street West, Suite 2700

Montreal, Québec, Canada H3A 3G4

This information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of GobiMin Inc. (the "Corporation") for use at the annual general meeting of the shareholders of the Corporation (the "Meeting"), to be held at the time and place and for the purposes set forth in the accompanying notice of meeting and at any adjournment thereof.

Unless otherwise noted, the information provided hereof is as of April 27, 2021.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed instrument of proxy is solicited by management of the Corporation. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Corporation. The Corporation may reimburse shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals' authorization to execute forms of proxy. The cost of solicitation will be borne by the Corporation. None of the directors of the Corporation have advised that they intend to oppose any action intended to be taken by management as set forth in this information circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying instrument of proxy are directors or officers of the Corporation. A shareholder has the right to appoint a person other than the persons named in the enclosed instrument of proxy to attend and act for him on his behalf at the Meeting. To exercise this right, a registered shareholder shall strike out the names of the persons named in the instrument of proxy and insert the name of his nominee in the blank space provided, or complete another instrument of proxy. The completed instrument of proxy should be deposited with the Corporation's registrar and transfer agent, Computershare Investor Services Inc. at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays, Sundays and other statutory holidays.

The instrument of proxy must be dated and be signed by the registered shareholder or by his attorney in writing, or, if the shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

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In addition to revocation in any other manner permitted by law, a registered shareholder may revoke a proxy either by (a) signing a proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the instrument of proxy is required to be executed as set out in the notes to the instrument of proxy) and either depositing it at the place and within the time aforesaid or with the chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof, or (c) registering with the scrutineer at the Meeting as a shareholder present in person, whereupon such proxy shall be deemed to have been revoked.

Only registered shareholders have the right to revoke a proxy. A revocation of a proxy does not

affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed instrument of proxy will vote the shares in respect of which they are appointed and, where directions are given by the shareholder in respect of voting for or against any resolution will do so in accordance with such direction.

In the absence of any direction in the instrument of proxy, it is intended that such shares will be voted in favour of the motions proposed to be made at the Meeting as stated under the headings in this information circular. The instrument of proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to any matters which may properly be brought before the Meeting. The enclosed instrument of proxy does not confer authority to vote for the election of any person as a director of the Corporation other than for those persons named in this information circular. At the time of printing of this information circular, the management of the Corporation is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

NON-REGISTERED HOLDERS

The record date for determination of the holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting is April 9, 2021 (the "Record Date"). Only shareholders whose names have been entered in the register of common shareholders at the close of business on the Record Date ("Registered Shareholders") will be entitled to receive notice of, and to vote at, the Meeting.

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" shareholders because the common shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the common shares. More particularly, a person is not a Registered Shareholder in respect of common shares which are held on behalf of that person (the "Non-Registered Holder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-RegisteredHolder deals with in respect of the common shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administeredRRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency of which the Intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration for the Canadian Depository for Securities, which company acts as nominee for many Canadian brokerage firms).

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