Gobimin : Notice of Annual General and Special Meeting of Shareholders and Information Circular

GOBIMIN INC.

Notice of Annual General and Special Meeting of Shareholders

and

Information Circular

Dated April 16, 2019

Place: 1000 Sherbrooke Street West, Suite 2700, Montreal, Quebec H3A 3G4

Date:Thursday, May 30, 2019

Time:

4 p.m.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL 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 H3A

3G4 on Thursday, May 30, 2019 at 4 p.m. for the following purposes:

1.to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2018 and the reports of the auditor thereon;

2.to set the number of directors of the Corporation at six (6) 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;

5.to consider and, if thought appropriate, to ratify and confirm, by way of Special Resolution (as defined in the accompanying Information), the change of Province where the Corporation's registered office situates from Ontario to Quebec; and

6.to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 16th day of April, 2019.

BY ORDER OF THE BOARD OF DIRECTORS

"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, 2019 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, 2019, 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, M5J 2Y1 at least 48 hours prior to the Meeting (namely, by 4 p.m. (Eastern Daylight Time) on May 30, 2019) 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.

MANAGEMENT INFORMATION CIRCULAR

GOBIMIN INC.

1000 Sherbrooke Street West, Suite 2700

Montreal, Quebec, 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 and special 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 16, 2019.

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, 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, 2019 (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

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include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, 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).

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBO's". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as "OBO's". In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has elected to send the notice of meeting, this information circular and the proxy (collectively, the "Meeting Materials") directly to the NOBO's, and indirectly through Intermediaries to the OBO's. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

Meeting Materials sent to Non-Registered Holders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a "VIF") instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Non-Registered Holder is able to instruct the Registered Shareholders how to vote on behalf of the Non- Registered Shareholders. VIFs, whether provided by the Corporation or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the common shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder or his/her nominee the right to attend and vote at the Meeting. Non-

Registered Holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

The Meeting Materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Corporation or its agent has sent the Meeting Materials directly to you, your name and address and information about your holding of common shares of the Corporation have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

By choosing to send the Meeting Materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF.

Non-RegisteredHolders will not be entitled to exercise Dissent Rights directly(unless the Common Shares are re-registeredin the Non-RegisteredHolder's name). A Non-RegisteredHolder who wishes to exercise dissent rights should immediately contact the trustee, broker or intermediary who deals with his or her Common Shares and either: (i) instruct such intermediary to exercise the dissent rights on the Non-RegisteredHolder's behalf; or (ii) instruct the intermediary to re-registerthe securities in the name of the Non-RegisteredHolder's (which may not be possible in the case of Common Shares held in a registered plan), in which case the Non- Registered Holder would have to exercise the dissent rights directly through the trustee, broker or intermediary.

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