Orosur Mining : Management Information Circular AGM 2020

2020 NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

OF

OROSUR MINING INC.

This Management Information Circular is furnished in connection with the solicitation of proxies by management of Orosur Mining Inc. to be voted at the Annual General Meeting of the shareholders of Orosur Mining Inc. to be held on December 16, 2020 at the hour of 2:00 p.m. GMT at the Offices of SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London, W1S 2PP.

Dated: November 19, 2020

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TABLE OF CONTENTS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS ...................................................	3
COMMONLY ASKED QUESTION AND ANSWERS - VOTING AND PROXIES ...............................	5
MANAGEMENT PROXY CIRCULAR ......................................................................................................	7
VOTING OF PROXIES .............................................................................................................................	11
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING .......................................	12
STATEMENT OF EXECUTIVE COMPENSATION ...............................................................................	17
EQUITY COMPENSATION PLANS........................................................................................................	25
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .....................................................	26
DIRECTORS AND OFFICERS LIABILITY INSURANCE AND INDEMNIFICATION ......................	26
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .........................................	26
AUDIT COMMITTEE INFORMATION ..................................................................................................	26
CORPORATE GOVERNANCE DISCLOSURE.......................................................................................	26
ADDITIONAL INFORMATION...............................................................................................................	29
SCHEDULE "A" ........................................................................................................................................	30

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OROSUR MINING INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

December 16, 2020

TO THE SHAREHOLDERS:

TAKE NOTICE that an Annual General Meeting (the "Meeting" or the "AGM") of the shareholders of Orosur Mining Inc. (the "Corporation" or "Orosur") will be held at the Offices of SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London, W1S 2PP on December 16, 2020 at the hour of 2:00 p.m. GMT for the following purposes:

1. to receive and consider the audited financial statements for the fiscal year ended May 31, 2020 and the report of the auditors thereon;
2. to fix the board of directors of the Corporation at three (3) members;
3. to elect 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 any such other business as may properly be brought before the Meeting or any adjournment thereof.

COVID-19 restrictions

The board of directors of the Corporation (the "Board") considers the AGM an important opportunity to present to shareholders the Corporation's performance and strategic priorities. In normal circumstances, the Board values greatly the opportunity to meet shareholders in person. However, the evolving COVID-19 situation and the related guidelines of applicable government authorities have clearly impacted the ability of shareholders to attend the AGM. The Board supports fully such guidelines on limited public gatherings and observing social distancing. It is the Corporation's intention to proceed with holding the AGM on December 16, 2020 at 4pm (GMT) with the minimum quorum of shareholders present in order to conduct the business of the meeting (being two shareholders).

To proactively deal with the unprecedented public health impact of the coronavirus, also known as COVID-19("COVID-19") and applicable government, provincial and federal guidance regarding public gatherings, shareholders and proxyholders are strongly encouraged not to attend the Meeting in person.

The COVID-19 virus is causing unprecedented social and economic disruption and we want to ensure that no one is unnecessarily exposed to any risks. Furthermore, so that the Corporation can mitigate potential risks to the health and safety of shareholders, employees, and the community, there will be strict limitations on the number of persons permitted entry to the Meeting and anyone who is not a registered shareholder or proxyholder will not be permitted entry.

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Should a shareholder have a question that they would like raised at the meeting, we ask that they send it by e- mail to [e-mail]. The Company will publish these questions (other than any questions which the Directors consider to be frivolous or vexatious, or which cannot be addressed for legal or regulatory reasons) and answers on its website as soon as practicable after the AGM.

The Company urges all shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to listen to the Meeting through the live conference call details provided below:

Date and Time:	Wednesday, December 16, 2020, at 2:00 p.m. (GMT)
Dial-in Number:	[phone]
Participant Pin :	0474691

*Participants should dial in approximately 5 to 10 minutes prior to the scheduled start time.

Shareholders who dial in to the Meeting through the call details above will not be able to vote on the matters put forth at the Meeting. Only those registered shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting

Instead of attending this year's AGM, shareholders are asked to exercise their votes by submitting their proxy electronically or by post, by no later than 2:00 p.m. (GMT) on December 14, 2020, being 48 hours (excluding non-working days) before the time fixed for holding the AGM.

Accordingly, shareholders are requested to date and sign the enclosed form of Instrument of Proxy and return it in the envelope provided for that purpose, or, if you received a machine-readable voting instruction form, please follow the voting instructions specified in the voting instruction form.

Shareholders are encouraged to appoint the "Chairman of the meeting" as proxy, as the numbers attending the meeting will be limited.

The Board will keep these AGM arrangements under review and the Board will update shareholders via regulatory releases as appropriate, with any such announcements also uploaded to the Corporation's website (https://www.orosur.ca). The Corporation encourages shareholders to check its website regularly for the latest information on the arrangements for the AGM.

DATED this 19th day of November, 2020

BY ORDER OF THE BOARD OF DIRECTORS

"Louis Castro"

LOUIS CASTRO, CHAIRMAN