GoviEx Uranium : Notice of Meeting and Management Information Circular in respect of the 2024 Annual General and Special Meeting of Shareholders

Notice of Meeting and Management Information Circular in respect of the

2024 ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

of

GOVIEX URANIUM INC.

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

On Tuesday, June 25, 2024, at 10:00 am (Pacific Daylight Time)

Dated May 8, 2024

GOVIEX URANIUM INC.

NOTICE OF THE 2024 ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General & Special 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 Tuesday, June 25, 2024, 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, 2023, 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 8, 2024, 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 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.sedarplus.caand the Company's website at www.goviex.com.

The Company will not use the procedures known as "stratification" in relation to the use of Notice-and-

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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, 2023 ("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

GoviEx encourages you to vote your shares by proxy in advance of the Meeting, via mail, telephone or on the internet. The Company asks that anyone planning to attend the Meeting in person advise the Company well in advance at [e-mail] (Attention: Corporate Secretary). 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 Friday, June 21, 2024, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia) before 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:

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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 8th day of May, 2024.

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

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

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TABLE OF CONTENTS
NOTICE OF THE 2024 ANNUAL GENERAL & SPECIAL 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	4
Voting of Class A Shares and Proxies and Exercise of Discretion by Designated Persons	5
Revocation of Proxies	6
ADVICE TO BENEFICIAL SHAREHOLDERS	6
Notice-and-Access	7
Non-Registered (Beneficial) Shareholders	7
Non-Objecting Beneficial Owners	7
Objecting Beneficial Owners	8
VOTES NECESSARY TO PASS RESOLUTIONS	8
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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	The Audit Committee Charter	14
	Composition of the Audit Committee	14
	Relevant Education and Experience of Members of the Audit Committee	15
	Audit Committee Oversight	15
	Reliance on Certain Exemptions	15
	Reliance on the Exemption in Subsection 3.3(2) or Section 3.6	16
	Pre-Approval Policies and Procedures	16
	External Auditor Service Fees	16
	Exemption - Venture Issuer	16
CORPORATE GOVERNANCE DISCLOSURE	16
	Current Corporate Governance Policies and TSX Corporate Governance Policies	16
	Board Mandate	18
	Orientation and Continuing Education	19
	Ethical Business Conduct	19
	Nomination of Directors	20
	Other Board Committees	21
	Compensation	22
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING	22
	1.	Election of directors	22
	2.	Appointment of Auditors	24
	3. Approval of Share Purchase Option Plan	24
DIRECTORS' APPROVAL	25
ADDITIONAL INFORMATION	25
SCHEDULE 1 - DIRECTORS TABLES	26
SCHEDULE 2 - STATEMENT OF EXECUTIVE COMPENSATION	33
Performance Graph	37
Option Based Rewards	37
Summary Compensation Table	39
Incentive Plan Awards - Value Vested or Earned during the Year	42
Termination and Change of Control Benefits	42
Compensation of Directors	45
Director Compensation Table	45
Outstanding Share-Based Awards and Option-Based Awards	46
SCHEDULE 3 - AUDIT COMMITTEE CHARTER	48
I.	Purpose	48
II.	Organization	48
III.	Meetings	48
IV.	Authority and Responsibilities	49
	(a)	Auditors	49
	(b) Financial Statements and Financial Information	50

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	(c)	Ongoing Reviews and Discussions with Management and Others	51
	(d)	Risk Management and Internal Controls	52
	(f)	Other Responsibilities	53
V.	Reporting	53
VI.	Resources and Access to Information	54
SCHEDULE 4	-SHARE PURCHASE OPTION PLAN	55
SCHEDULE 5	- BOARD MANDATE	67
SCHEDULE 6	- POSITION DESCRIPTION EXECUTIVE CHAIRMAN	71
SCHEDULE 7	- POSITION DESCRIPTION - CEO	73

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MANAGEMENT INFORMATION CIRCULAR

General Information

This management information circular (the "Information Circular") is furnished to the holders (each a "Shareholder" collectively, the "Shareholders") of class A common shares (the "Class A Shares") of GoviEx Uranium Inc. ("GoviEx" or the "Company") by management of the Company in connection with the solicitation of proxies to be voted at the annual general and special meeting of the Shareholders (the "Meeting") to be held at World Trade Centre, Suite 606 - 999 Canada Place, Vancouver, British Columbia on Tuesday, June 25, 2024, at 10:00 am (Pacific Daylight Time), or at any adjournment or postponement thereof, for the purposes set forth in the notice of Meeting (the "Notice of Meeting") that accompanies this Information Circular. Unless otherwise stated, this Information Circular contains information as at May 8, 2024.

GoviEx encourages you to vote your shares by proxy in advance of the Meeting, via mail, telephone or on the internet. The Company asks that anyone planning to attend the Meeting in person advise the Company well in advance at [e-mail] (Attention: Corporate Secretary). No management presentation will be made following the business of the Meeting.

Unless otherwise indicated, references to "$" or "dollars" in this Information Circular are references to the lawful currency of the United States, references to "Cdn$" are references to the lawful currency of Canada, references to "€" or "Euro" are references to the lawful currency of the 19 European Union countries that use the common currency established under the Maastricht Treaty and references to "£" or "pound sterling" in this Information Circular are references to the lawful currency of the United Kingdom.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except when the Company has requested brokers and nominees who hold stock in their respective names to furnish proxy- related material to their customers, in which case the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

A Shareholder whose name appears on the certificate(s) representing Class A Shares (the "registered Shareholders") are entitled to notice of, and to vote at the Meeting. A registered Shareholder is entitled

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to one vote for each Class A Share that such registered Shareholder holds on May 8, 2024 (the "Record Date") on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the "Designated Persons") in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER), OTHER THAN THE DESIGNATED PERSONS, TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company's registrar and transfer agent, Computershare Investor Services Inc. ("Computershare") by mail at their offices located at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, by faxto 1-866-249-7775(toll-free within Canada and the US); [phone] (from outside Canada and the US), by telephoneat 1-866-732-8683(toll-free within Canada and the US); [phone] (direct dial from outside Canada and the US), or online via: www.investorvote.com, by 10:00 AM (Pacific Daylight Time) on Friday, June 21, 2024, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia) before any adjournment(s) or postponement(s) of the Meeting.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder's attorney duly authorized in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney for the corporation. If a form of proxy is executed by an attorney for an individual Shareholder or joint Shareholders, or by an officer or attorney for a corporate Shareholder, the instrument so empowering the officer or attorney, as the case may be, or a notarized certified copy thereof, must accompany the form of proxy. If not dated, the proxy will be deemed to have been dated the date it is mailed to Shareholders.

Voting of Class A Shares and Proxies and Exercise of Discretion by Designated Persons

A registered Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Class A Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Class A Shares represented will be voted or withheld from the vote on that matter accordingly. The Class A Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Class A Shares will be voted accordingly.

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IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE CLASS A SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE DIRECTOR NOMINEES PUT FORWARD BY THE COMPANY'S BOARD OF DIRECTORS.

The enclosed form of proxy confers discretionary authority upon the Designated Persons with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting, each Designated Person named in the accompanying form of proxy intends to vote thereon in accordance with such person's best judgment.

In the case of abstentions from, or withholding of, the voting of the Class A Shares on any matter, the Class A Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

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.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to beneficial Shareholders who do not hold shares in their own name. Shareholders who do not hold their shares in their own name (referred to in this Information Circular as "beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Class A Shares can be recognized and acted upon at the Meeting.

If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered in the shareholder's name on the records of the company that issued the shares. Such shares will more likely be registered under the names of the shareholder's broker or an - 6 -