Inomin Mines : Management Information Circular

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL MEETING TO BE HELD

Thursday, September 8, 2022

INOMIN MINES INC.

(the "Company")

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of the Company will be held at the offices of Affinity Law Group, Suite 1130 - 400 Burrard Street, Vancouver, BC, on Thursday, September 8, 2022 at 11:00 am, for the following purposes:

1. to receive the financial statements of the Company for the fiscal year ended March 31, 2022, together with the report of the auditors thereon;
2. to appoint the auditor for the ensuing year and authorize the directors to fix the remuneration paid to the auditor;
3. to set the number of directors at five (5);
4. to elect directors;
5. to consider and if thought advisable, pass an ordinary resolution approving renewal of the Company's Stock Option Plan;
6. to transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

For full details of each of the proposed resolutions set out above, please review the accompanying Management Information Circular of the Company (the "Information Circular").

Registered shareholders who are unable to attend the meeting are requested to read the notes included in the Form of Proxy enclosed and then to complete, date, sign and mail the enclosed Form of Proxy, or to complete the Proxy by telephone or the internet, in accordance with the instructions set out in the Proxy and in the Information Circular accompanying this Notice.

DATED at Vancouver, British Columbia, this 8th day of August, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

"Evilio J. Gomez-Garcia"

Evilio J. Gomez-Garcia

President & Chief Executive Officer

CAUTION Concerning COVID-19 Pandemic

As of the date of this Notice and the accompanying Information Circular it is the intention of the Company to hold the Meeting at the location stated above in this Notice. In addition, in order to mitigate potential risks to the health and safety of its shareholder, employees, communities and other stakeholders, the Company is strongly encouraging shareholders and others not to attend in person. Shareholders who do wish to attend the Meeting in person, please contact Ari M. Shack at [phone]or [e-mail]. You will be required to sign and submit a screening form 48 hours in

advance of the Meeting. Shareholders should carefully consider and follow the instructions of the federal Public Health Agency of Canada.

In addition, we urge our shareholders to review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting.

These recommendations are made based on the advisories of Canadian public health authorities and intended to reduce potential risks associated with larger gatherings and travel, associated with the COVID-19 pandemic ("COVID-19").

In any event, please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms or if you have been exposed to someone with COVID-19 symptoms in the ten (10) days prior to the meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described on pages 1 to 2 of the Information Circular accompanying this Notice.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including:

• changing the Meeting date and/or changing the means of holding the Meeting;
• denying access to persons who exhibit cold or flu-like symptoms or have been in close contact with someone who has recently exhibited COVID-19 symptoms; and
• such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting.

Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile on SEDAR (www.sedar.com) as well as on our Company website at https://inominmines.com/. We strongly recommend you check SEDAR and the Company's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19, the Company will notprepare or mail amended Meeting proxy materials.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

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INOMIN MINES INC.

1130 - 400 Burrard Street Vancouver, BC V6C 3A6

MANAGEMENT INFORMATION CIRCULAR (as at August 8, 2022, unless indicated otherwise)

SOLICITATION OF PROXIES

This management information circular (the "Information Circular") and the accompanying documents (collectively, the "Meeting Materials") are furnished in connection with the solicitation of proxies by the management of Inomin Mines Inc. (the "Company") for use at the Annual General Meeting of the holders of common shares of the Company ("Shares") to be held on Thursday, September 8, 2022 (the "Meeting") and any adjournment or postponement thereof at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors and regular employees of the Company. All costs of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are directors and/or officers of the Company. A

SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND STRIKING OUT THE TWO PRINTED NAMES OR BY COMPLETING ANOTHER FORM OF PROXY.

To be valid, a proxy must be in writing and executed by the shareholder or their attorney authorized in writing, unless the shareholder chooses to complete the proxy by telephone or the internet as described in the enclosed proxy form. Completed proxies must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof, or at the discretion of the Chairman of the Meeting, delivered to the Chairman of the Meeting prior to the commencement of the Meeting or prior to any re-commencement of the Meeting after an adjournment or postponement.

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by their attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the registered office of the Company, Suite 1130, 400 Burrard Street, Vancouver, British Columbia, V6C 3A6, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

RECORD DATE

The board of directors of the Company (the "Board") has established the record date (the "Record Date") for the Meeting as the close of business on August 8, 2022. Only Shareholders of record at the close of business on the Record Date will be entitled to notice of the Meeting, or any adjournments or postponements thereof, and to vote at the Meeting. No Shareholders having become Shareholders of record after that time will be entitled to vote at the Meeting, or any adjournments or postponements thereof.

INFORMATION FOR BENEFICIAL HOLDERS OF SHARES

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Registered shareholders are holders of Shares whose names appear on the Share register of the Company and are not held in the name of a brokerage firm, bank or trust company through which they purchased Shares. The Shares owned by many shareholders of the Company are not registered on the records of the Company in the shareholders' own names, but in the name of a securities dealer, bank or other intermediary,

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or in the name of a clearing agency (referred to in this Information Circular as an "intermediary" or "intermediaries"). Shareholders who do not hold their Shares in their own names (referred to in this Information Circular as "beneficial holders") should note that only registered shareholders may vote at the Meeting. A beneficial holder cannot be recognized at the Meeting for the purpose of voting his shares unless he is appointed by the intermediary as a proxyholder.

Applicable regulatory policy requires intermediaries to seek voting instructions from beneficial shareholders. Every intermediary has its own procedures to seek those instructions. Beneficial shareholders should follow those procedures carefully to ensure that their Shares are voted at the Meeting.

The majority of brokers in Canada have delegated authority for obtaining instructions from clients to Broadridge Investor Communication Solutions, Canada ("Broadridge"). Broadridge typically applies a special sticker to the proxy forms, or alternatively, prepares a separate "voting instruction" form, mails those forms to beneficial holders, and asks beneficial holders to return the proxy or voting instruction forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions for voting at the Meeting. A beneficial holder who receives a proxy bearing a Broadridge sticker or a voting instruction form cannot deposit that proxy or form on the Meeting date to vote common shares at the Meeting. The proxy or form must be returned to Broadridge in advance of the Meeting in order to allow the shares to be voted by the named proxyholder at the Meeting.

In addition to those procedures, recent amendments to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") allow a non-objecting beneficial holder ("NOBO") to submit to the Company or an applicable intermediary any document in writing that requests that such NOBO or its nominee be appointed as the NOBO's proxyholder. If such a request is received, the Company or the intermediary, as applicable, must arrange, without expense to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Information Circular, provided that the Company or the intermediary receives such written instructions at least one business day prior to the time at which proxies are to be submitted for use at the Meeting; accordingly, any such request must be received by 11:00 a.m. (Vancouver time) on September 6, 2022.

The Company is not sending the Notice of Meeting, this Information Circular, the form of proxy and the supplemental mailing list request card (collectively, the "Meeting Materials") directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting Materials to clearing agencies and intermediaries for onward distribution to NOBOs.

An objecting beneficial owner ("OBO") is a beneficial holder who has provided instructions to an intermediary holding Shares in an account on behalf of the OBO that the OBO objects to the intermediary disclosing the OBO's name, address and Share ownership information to the Company to allow the Company to send shareholder materials to the OBO. In accordance with applicable securities law requirements, the Company has distributed copies of the Meeting Materials to the clearing agencies and intermediaries for distribution to OBOs. The Company does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary, and an OBO will not receive those materials unless the OBO's intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to non-registered shareholders unless a non- registered shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to non-registered shareholders. Generally, non-registered shareholders who have not waived the right to receive Meeting Materials will either:

1. be given a voting instruction form which is not signed by the intermediary and which, when properly completed and signed by the non-registered shareholder and returned to the intermediary or its service company, will constitute voting instructions (often called a "voting instruction form") which the intermediary must follow; or
2. be given a form of proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the non-registeredshareholder but which is otherwise not completed by the intermediary. Because the intermediary has already signed the form of proxy, this form of proxy is not required to be signed