GoviEx Uranium : Notice of Meeting and Management Information Circular in respect of the 2022 Annual General and Special Meeting of Shareholder

Notice of Meeting and Management Information Circular in respect of the

2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

of

GOVIEX URANIUM INC.

To be held at the World Trade Centre, Suite 606 - 999 Canada Place, Vancouver, BC, Canada

On Thursday, June 30, 2022, at 10:00 am (Pacific Daylight Time)

Dated May 11, 2022

GOVIEX URANIUM INC.

NOTICE OF THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders (the "Shareholders") of GoviEx Uranium Inc. ("GoviEx" or the "Company") will be held at the World Trade Centre, Suite 606 - 999 Canada Place, Vancouver, British Columbia, Canada, on Thursday, June 30, 2022 at 10:00 am (Pacific Daylight Time) for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2021, with the Company's auditors' report thereon (the "Financial Statements");
2. to set the number of directors at seven;
3. to elect seven directors;
4. to appoint the auditor for the ensuing year and to authorize the directors to fix the auditor's remuneration;
5. to consider and, if deemed advisable, pass an ordinary resolution approving the Company's Share Purchase Option Plan; and
6. to transact any other business which may properly come before the Meeting or any adjournment thereof.

The board of directors of the Company (the "Board") has fixed May 11, 2022, as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof.

The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice of Meeting.

Notice-and-Access

The Company is utilizing the notice-and-access mechanism (the "Notice-and-AccessProvisions") under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations, for distribution of proxy-related materials to registered and beneficial Shareholders.

Under the Notice-and-Access Provisions, instead of receiving printed copies of the Information Circular, Shareholders will receive the Notice of Meeting with information on the Meeting date, location and purpose, as well as information on how they may access the Information Circular electronically and how they may vote.

Website Where Meeting Materials are Posted

The Notice-and-Access Provisions are a set of rules that allow reporting issuers to post electronic versions of proxy-related materials (including management information circulars) online, via the System for Electronic Document Analysis and Retrieval ("SEDAR") and one other website, rather than mailing paper copies of such materials to Shareholders. An electronic copy of the Management Information Circular and other proxy-related materials may be found on the Company's SEDAR profile at www.sedar.comand the Company's website at www.goviex.com.

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The Company will not use the procedures known as "stratification" in relation to the use of Notice-and- Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Management Information Circular to only certain Shareholders with the notice package.

Obtaining Paper Copies of Materials

The Company anticipates that using the Notice-and-Access Provisions for delivery will directly benefit the Company through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions about the Notice-and-Access Provisions can call the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), toll-freewithin North America: 1-866-964-0492,direct, from Outside of North America: [phone] (which is not a toll-free number) or via Computershare's website at www.computershare.com/noticeandaccess.

Shareholders may obtain paper copies of the Management Information Circular and/or the Financial Statements (and related Management's Discussion & Analysis for the year ended December 31, 2021 ("MD&A")) by calling toll-freewithin North America: 1-866-964-0492,direct, from Outside of North America: [phone] (which is not a toll-free number) or via Computershare's website at www.computershare.com/noticeandaccess.

Requests for paper copies of the Company's Management Information Circular or the Financial Statements and MD&A, which are required in advance of the Meeting, should be sent so that the request is received by Computershare at least 10 business days before the Meeting in order to allow sufficient time for Shareholders to receive the paper copies and to return their proxies or voting instruction forms to intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia) prior to the time set for the Meeting or any adjournments or postponements thereof.

Voting

Given the need for risk management in respect of the Coronavirus disease (COVID-19), GoviEx encourages you to vote your shares by proxy in advance of the Meeting, via mail, telephone or on the internet. In conducting the Meeting on June 30, 2022, the Company intends to follow the guidelines for physical distancing prescribed by public health authorities to minimize the spread of COVID-19, as such guidelines are applicable as at the date of the Meeting. The Company asks that anyone planning to attend the Meeting in person advise the Company well in advance at [e-mail] (Attention: Corporate Secretary). To ensure the health and safety of all attendees, the Company reserves the right to take any additional cautionary measure deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic, including limiting the number of persons who may be allowed in a single room for the Meeting to allow for required social distancing, or any other measures that may be recommended by public health authorities in connection with gatherings of persons No management presentation will be made following the business of the Meeting.

A proxy form is enclosed herewith. Registered Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed proxy form to Computershare in accordance with the instructions set out on the proxy form and in the Management Information Circular. If you are voting your shares by proxy, the Company's transfer agent, Computershare, must receive your completed proxy form by 10:00 am (Pacific Daylight Time) on Tuesday, June 28, 2022, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia) before

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any adjournment(s) or postponement(s) of the Meeting.

Beneficial Shareholders receiving these materials through their broker or other intermediary should complete and return the voting instruction form provided to them by their broker or other intermediary in accordance with the instructions provided therein, or otherwise follow the instructions provided by their broker or other intermediary.

If you are unsure if you are a registered Shareholder or non-registered (or beneficial) Shareholder, please contact Computershare at:

Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, Ontario, M5J 2Y1

1-800-564-6253(toll-free in Canada and U.S.) 1-514-982-7555 (international) [e-mail]

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder's attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned, any reconvening thereof or at the commencement of the Meeting in the case of a postponement, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Only registered Shareholders have the right to revoke a proxy. Beneficial Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact Computershare or their intermediary to arrange to change their voting instructions.

Disclosure regarding each matter identified above can be found in the section titled, "Particulars of Matters to be Acted Upon at the Meeting" of the Management Information Circular.

SHAREHOLDERS ARE REMINDED TO REVIEW THE MANAGEMENT INFORMATION CIRCULAR BEFORE VOTING.

Dated at Vancouver, British Columbia this 11th day of May, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF GOVIEX URANIUM INC.

Govind Friedland	Rodrigo Romo
Executive Chairman of the	Corporate Secretary
Board of Directors

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TABLE OF CONTENTS
NOTICE OF THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS	I
Notice-and-Access	i
Website Where Meeting Materials are Posted	i
Obtaining Paper Copies of Materials	ii
Voting	ii
Revocation of Proxies	iii

MANAGEMENT INFORMATION CIRCULAR	4
General Information	4
PROXIES AND VOTING RIGHTS	4
Management Solicitation	4
Appointment of Proxy	5
Voting of Class A Shares and Proxies and Exercise of Discretion by Designated Persons	5
Revocation of Proxies	6
ADVICE TO BENEFICIAL SHAREHOLDERS	7
Notice-and-Access	7
Non-Registered (Beneficial) Shareholders	7
Non-Objecting Beneficial Owners	8
Objecting Beneficial Owners	8
VOTES NECESSARY TO PASS RESOLUTIONS	9
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	9
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	9
STATEMENT OF EXECUTIVE COMPENSATION	10
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	10
SUMMARY OF THE SHARE PURCHASE OPTION PLAN	10
Purpose	10
Limits of Issuance	11
Options Terms	12
Exercise Price and Adjustments	12
Option Vesting	13
Effect of Termination of Employment or Death	13
Amendments	13
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	14
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	14
MANAGEMENT CONTRACTS	14
AUDIT COMMITTEE DISCLOSURE	14
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