Robex Resources : CircularsNOTICE OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

NOTICE OF 2022 ANNUAL GENERAL MEETING

OF SHAREHOLDERS

AND MANAGEMENT PROXY CIRCULAR

MAY 18, 2022

ROBEXESSOURCESRESOURCESROBEXINC.INC.

NOTICE OF ANNUAL GENERAL MEETING

Date:	Monday June 20, 2022
Time:	10:00 a.m. (Eastern Time)
Place:	Virtual-only meeting via live video webcast

Business of the Meeting :

1. Receive the consolidated financial statements for the year ended December 31, 2021, and the auditor's report on those statements;
2. Appoint the auditor;
3. Elect Directors; and
4. Transact such other business as may properly be brought before the Meeting.

Holders of common shares of Robex Resources Inc. of record at 5:00 p.m. (Eastern Time) on May 18, 2022, are entitled to receive the Notice of Annual General Meeting of Shareholders and will be entitled to vote at the Meeting. As of the date of this circular, [599,878,403] common shares were issued and outstanding. Each holder of common shares is entitled to cast one (1) vote per common shares held.

The Meeting will take place, once again, in a virtual-only format, which will be conducted via live video webcast. To participate in the virtual Meeting, you must reserve your spot by registering online athttps://www.icastpro.ca/dj6hoo, by 5:00 p.m. (Eastern Time) on Monday June 13, 2022, at the latest.

All holders of common shares of Robex Resources Inc. are invited to register their vote according to the instructions received. To be valid, the proxy form or voting instruction form must be received by Computershare Investor Services Inc. ("Computershare") by Internet, telephone or mail at their Toronto office, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 no later than 5:00 p.m. (Eastern Time) on June 16, 2022, or, if the Meeting is adjourned, 24 hours (excluding Saturdays, Sundays and holidays) before the Meeting resumes.

The Company attaches great importance to the participation of its shareholders. Please ensure that the right to vote your common shares is exercised at the Meeting.

Georges Cohen

President

May 18, 2022

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ROBEXRESOURCESINCINC. .

1. VOTING INFORMATION

This Management Proxy Circular is provided in connection with the solicitation of proxies to be used at the Annual Meeting of Shareholders of Robex Resources Inc. ("the Company" or "ROBEX" or "the Group"), for the purposes indicated in the Notice of Meeting, to be held at 10:00 a.m. (Eastern Time) on Monday June 20, 2022, by means of a live video webcast, and for the purposes of any adjournment of the meeting. Unless otherwise indicated, the information detailed in the present circular is up to date as of May 18, 2022.

Why is ROBEX holding a virtual-only Meeting?

With the well-being and safety of our community, shareholders, employees and other stakeholders as our top priority, we are taking additional protective measures to address the COVID-19 pandemic by holding our Meeting this year in a virtual- only format, via live video webcast. Furthermore, the visual format allows for savings while easing up the participation of the shareholders that do not have to go on site. The virtual format also favors energy savings, which minimize the impact of such a meeting. All shareholders will have the opportunity to participate equally online at the virtual Meeting, to speak with the officers and nominees for election to the Board of Directors, to ask questions and hear questions from other shareholders and to vote, if applicable, on all matters validly submitted other than those already dealt with in this circular, as if they were present in person at the meeting, regardless of their geographical location.

Who is Soliciting my Proxy?

The enclosed proxy is solicited by the management of the Company in view of the Meeting and the costs relating to this solicitation will be covered by the Company. The solicitation of proxies will be primarily by mail, but it can also be made by telephone or in person by the employees, directors and administrators of the Company. In addition, ROBEX will, upon request, reimburse brokerage firms and other depositories for reasonable expenses incurred in sending proxies and documentation which is attached to beneficial owners of shares of the Company.

How can I attend the virtual Meeting?

The Meeting will be held in a virtual-only format via live video webcast. You will not be able to attend the Meeting in person. You will be able to attend the Meeting, as well as vote, if necessary, and submit your questions, during the live video webcast. To participate, you must reserve your spot by registering online athttps://www.icastpro.ca/dj6hoo, by 5:00 p.m. (Eastern Time) on Monday June 13, 2022, at the latest. On the day of the meeting, we recommend that you sign in at least 15 minutes prior to the start of the Meeting by clicking on the live video webcast link that will have been emailed to you on Friday June 17, 2022. If you encounter any difficulties accessing the virtual Meeting during the sign-in process or during the Meeting, please call the technical support number that will be posted on the virtual Meeting login page.

Who has the right to vote at the virtual Meeting?

If you hold common shares as at the close of business (5:00 p.m., Eastern Time) on May 18, 2022, (the record date established for receiving the Notice of Meeting and for voting in respect of the Meeting), you can cast one (1) vote for each common share you hold on all matters proposed to come before the Meeting. On this date, 599,878,403 common shares were issued and outstanding.

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ROBEXRESOURCESINCINC. .

Who can vote?

Registered shareholder

You are a registered shareholder if you have a share certificate in your name.

We will prepare a list of the registered shareholders as of May 18, 2022, showing the names of all shareholders who are entitled to vote online at the Meeting and the number of shares each owns. Those wishing to consult a copy of the list during regular business hours should contact Computershare at 1-800-564-6253.

Beneficial (non-registered) shareholders

You are a non-registered shareholder if a bank, trust company, securities broker, clearing agency, other financial institution or other intermediary (your "Nominee") holds your shares on your behalf.

As required by Canadian securities legislation, you will receive from your Nominee either a request for voting instructions or a proxy form for the number of common shares you hold.

How do I vote my common shares?

You can exercise the voting rights associated with your shares by proxy only.

Voting by proxy means giving someone else (the "Proxyholder") the authority to vote for you in accordance with your instructions or according to their judgment if they have not been given any specific instructions.

If there are any amendments to the items of business or any other matters that properly come before the Meeting (including where the Meeting will be reconvened if it was adjourned), your Proxyholder has the discretion to vote as they see fit, in each instance, to the extent permitted by law whether the amendment or other matter of business that comes before the Meeting is routine or contested.

Even if you plan to participate in the virtual Meeting, you must vote your shares in advance by proxy.

Registered shareholders

Your package includes a proxy form. You may vote in the following manner:

By Mail: Complete, sign and return the proxy form by mail in the postage-paid envelope provided;

Online: Go to www.voteendirect.com and follow the instructions. You will need your 15-digit control number located on your proxy form; or

By Telephone: Call Computershare at 1-866-734-VOTE (8683). You will need your 15-digit control number located on your proxy form.

Beneficial (non-registered) shareholders

Your Nominee can only vote your common shares if they have received proper voting instructions from you. If you are a non- registered shareholder, your package includes a Voting Instruction Form ("VIF"). Complete the VIF and follow the return instructions on the form. The VIF is similar to a proxy form, however it can only instruct your Nominee how to vote your common shares. You cannot use the VIF to vote your common shares directly.

Your Nominee is required by law to receive voting instructions from you before voting your common shares. Every Nominee has their own mailing procedures and instructions for returning the completed VIF, so be sure to follow the instructions provided on the VIF.

In order to be valid, the proxy form or VIF, depending on the case, must be registered with Computershare by mail, by internet or by phone, no later than 17:00 p.m. (Eastern Time) on June 16, 2022, or, if the Meeting is adjourned, 24 hours (excluding Saturdays, Sundays and holidays) before the new date determined by adjournment of the Meeting.

Late proxies may be accepted or rejected by the chair of the Meeting at their discretion and the chair of the Meeting is under no obligation to accept or reject any particular late proxy. The chair of the Meeting may waive or extend the proxy cut-off without notice.

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