SouthGobi Resources : Announcements and Notices - NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2021

SOUTHGOBI RESOURCES LTD.

Notice of the annual and special meeting of Shareholders

to be held on Tuesday, June 29, 2021

NOTICE IS HEREBY GIVEN that the annual and special meeting of the shareholders of SOUTHGOBI RESOURCES LTD. (the "Company") will be held at the offices of Dentons Canada LLP, 20th floor - 250 Howe Street, Vancouver, British Columbia, on Tuesday, June 29, 2021 at 4:00 p.m. (PST) (the "Meeting") for the following purposes:

1. to receive the report of the Board of Directors (the "Board");
2. to receive the Company's audited financial statements for the financial year ended December 31, 2020 and the auditors' report thereon;
3. to appoint auditors for the Company for the ensuing year and to authorize the Board to fix the auditors' remuneration;
4. to consider, and if thought advisable, to pass an ordinary resolution fixing the number of directors to be elected at the Meeting at eight (8);
5. to elect directors for the ensuing year; and
6. to consider, and if thought advisable, to pass an ordinary resolution: (i) reconfirming and approving all unallocated options, rights or other entitlements under the Company's Employees' and Directors' Equity Incentive Plan (the "Equity Incentive Plan") as required under the rules of the Toronto Stock Exchange; and (ii) approving the maximum number of common shares issuable under the Equity Incentive Plan as required under the rules governing the listing of securities on The Stock Exchange of Hong Kong Limited, all as more particularly described in the accompanying Management Proxy Circular dated May 17, 2021 (the "Management Proxy Circular").

The Company will transact such other business as may properly come before the Meeting or any adjournment thereof.

The Board has fixed Monday, May 10, 2021 as the record date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting and at any adjournment thereof.

This Notice is accompanied by instructions to access the Management Proxy Circular and a form of proxy solicited by management of the Company for the Meeting (the "Form of Proxy"). The Management Proxy Circular contains details of the matters to be considered at the Meeting. Information respecting the appointment of auditors, the election of directors and the approvals relating to the Equity Incentive Plan may be found in the Management Proxy Circular under the headings "Appointment of Auditors", "Election of Directors" and "Approvals Relating to the Equity Incentive Plan", respectively.

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Caution regarding COVID-19

As of the date of this Notice and the accompanying Management Proxy Circular, the Company intends to hold the Meeting at the location and time stated above in this Notice. However, in light of the rapidly evolving public health guidelines related to the ongoing coronavirus pandemic ("COVID-19"), the Company is asking shareholders to consider voting their shares by proxy, rather than attending the Meeting in person. Shareholders who do wish to attend the Meeting in person should carefully consider and follow the

instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html).

We ask that shareholders also 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 which has authority to govern the areas that a shareholder must travel through in order to attend the Meeting in person. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy ("Form of Proxy") or voting instruction form prior to the Meeting by one of the means described in the Management Proxy Circular which accompanies 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 or order established by applicable regional health authorities in the Province of British Columbia, which could include changing the location of the Meeting, hosting the Meeting by means of virtual communication only, placing further restrictions on in-person attendance (including limiting or prohibiting attendance) or postponing or adjourning 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.

Notice-and-Access

The Company is utilizing the Canadian Securities Administrators' notice-and-access delivery 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 Meeting materials to registered and beneficial shareholders.

Website Where Meeting Materials are Posted

The Notice-and-Access Provisions are a set of rules that allows reporting issuers to post electronic versions of proxy-related materials and annual financial statements (including the Management Proxy Circular) on-line, via the System for Electronic Document Analysis and Retrieval ("SEDAR") and one (1) other website, rather than mailing paper copies of such materials to shareholders. Electronic copies of the Management Proxy Circular, the annual audited

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consolidated financial statements of the Company for the year ended December 31, 2020 (the "Financial Statements") and management's discussion and analysis of the Company's results of operations and financial condition for the year ended December 31, 2020 (the "MD&A") may be found on the Company's SEDAR profile at www.sedar.comand the Company's website at www.southgobi.com. In relation to the Meeting, the notice package for all shareholders will include the Form of Proxy, this notice of the annual general meeting of shareholders and a supplemental return card (collectively, the "Meeting Materials"). The Meeting Materials for those shareholders with existing instructions on their account to receive printed materials and those shareholders with addresses outside of Canada and the United States will also include a printed copy of the Management Proxy Circular. All other shareholders will receive only the required notification documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Management Proxy Circular.

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 may call our transfer agent, AST Trust Company (Canada) (the "Transfer Agent"), toll-free at 1-888-433-6443 or outside Canada and the U.S. at 416-682-3801 (which is not a toll-free number). The Meeting Materials can be viewed online on the Company's website at www.southgobi.com. Please note that if you request a paper copy of the Meeting Materials, you will not receive a new Form of Proxy or voting instruction form, so you should retain these forms sent to you in order to vote. Shareholders may also obtain paper copies of the Management Proxy Circular, Financial Statements and MD&A free of charge by contacting the Company's Corporate Secretary at 604-762-6783 (which is not a toll-free number).

A request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Company or the Transfer Agent, as applicable, by 4:00 p.m. (PST) on Tuesday, June 15, 2021 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, Canada) prior to the time set out for the Meeting or any adjournments or postponements thereof.

Voting

The Management Proxy Circular contains details of the matters to be considered at the Meeting. Information respecting the appointment of auditors, the election of directors and the approvals relating to the Equity Incentive Plan may be found in the Management Proxy Circular under the headings "Appointment of Auditors", "Election of Directors" and "Approvals Relating to the Equity Incentive Plan", respectively.

A Form of Proxy is enclosed herewith. Registered shareholders who are unable, or do not wish, to attend the Meeting in person are requested to complete, date, sign and return the enclosed

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Form of Proxy to AST Trust Company (Canada) in accordance with the instructions set out on the Form of Proxy and in the Management Proxy Circular. If you are voting your shares by proxy, AST Trust Company (Canada) must receive your completed Form of Proxy by 4:00 p.m. (PST) on Friday, June 25, 2021 (which is 7:00 a.m. (Hong Kong time) on Saturday, June 26, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia, Canada) before any adjournment(s) or postponement(s) of the Meeting.

Non-registered 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.

SHAREHOLDERS ARE REMINDED TO REVIEW THE MANAGEMENT PROXY CIRCULAR CAREFULLY BEFORE EXERCISING THEIR RIGHT TO VOTE.

DATED at Vancouver, British Columbia, Canada this May 17, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF

SOUTHGOBI RESOURCES LTD.

"Allison Snetsinger"

Allison Snetsinger

Corporate Secretary

PLEASE VOTE PRIOR TO 4:00 P.M. (PST) ON FRIDAY, JUNE 25, 2021

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