GobiMin : Information Circular

GOBIMIN INC.

Special Meeting of Shareholders

Notice and Information Circular

Place: Suite 2700, 1000 Sherbrooke Street West

Montreal, Quebec, Canada H3A 3G4

Date: Friday, February 24, 2023

Time: 9:30 a.m. (Eastern time)

IMPORTANT: These materials are important and require your immediate attention. They require shareholders of GobiMin Inc. to make an important decision. If you are in doubt as to how to make such decision, please contact your legal, financial, tax or other professional advisors. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

INVITATION

Dear Shareholders:

You are invited to attend the Special Meeting (the "Meeting") of the holders of common shares (each, a "Common Share") of GobiMin Inc. ("GobiMin"), which will take place at 9:30 am (Eastern time) on Friday, February 24, 2023 at Suite 2700, 1000 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G4.

GobiMin has scheduled the Meeting to consider the items described in the accompanying Notice of Special Meeting and the Information Circular (the "Circular") by the holders of the Common Shares (each, a "Shareholder").

The purpose of the Meeting is to consider and to vote upon a going private transaction (the "Going Private Transaction") by way of a consolidation and purchase of Common Shares pursuant to the terms and conditions of a privatization agreement (the "Agreement") dated December 9, 2022 between GobiMin and Belmont Holdings Group Limited. The Going Private Transaction and the transactions contemplated thereby are described in the accompanying Circular.

At the Meeting, in addition to dealing with the matters described in the Notice and Circular, Shareholders will have an opportunity to ask questions and to discuss the Going Private Transaction with GobiMin's directors and management representatives.

You are cordially invited to attend the Meeting. GobiMin appreciates you signing and returning the accompanying form of proxy so that your vote is recorded. In the meantime, if you have any questions, please contact GobiMin's Chief Financial Officer, Vice President of Corporate Affairs and Secretary, Ms. Joyce Ko.

Accompanying this invitation, among other things, are a notice of the Meeting, a form of proxy, a letter of transmittal and the Circular for the Meeting containing important information relating to the Going Private Transaction, including the reasons why the Board (excluding Mr. Felipe Tan who abstained as an interested director) is not recommending that you vote FOR or AGAINST the Consolidation Resolution relating to the Going Private Transaction. You are urged to read the Circular carefully and in its entirety. If you are in doubt as to how to deal with the matters described in these materials, you should consult your professional advisors.

All of GobiMin's public documents are available on the website at www.SEDAR.com. We encourage all Shareholders to read the Circular in detail and pay attention to the materials posted on SEDAR or mailed to them regarding the meeting and the postponement, if any.

We look forward to seeing you at the Meeting.

January 24, 2023

Yours sincerely,

(signed) "Joyce Ko"

Joyce Ko

Chief Financial Officer,

Vice President Corporate Affairs &

Secretary

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT a special meeting (the "Meeting") of the holders of common shares ("Common Shares") of GobiMin Inc. ("GobiMin") will be held at Suite 2700, 1000 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G4 on Friday, February 24, 2023 at 9:30 a.m. (Eastern time), and any adjournment or postponement thereof, for the following purposes:

1. to consider and, if thought fit, pass, with or without variation, a special resolution (the "Consolidation Resolution") to approve the consolidation of the issued and outstanding Common Shares on the basis of one (1) post-Consolidation Common Share for every thirty million (30,000,000) pre-Consolidation Common Shares (the "Consolidation") pursuant to which the holders of Common Shares outstanding immediately prior to the effective date of the Consolidation shall not be entitled to receive a certificate for any fractional Common Share following the Consolidation, but instead, all fractional Common Shares will be cancelled and such holders thereof shall not be entitled to exercise any of the rights of shareholders in respect of any fractional Common Share other than the right to receive a cash payment equal to CAN$1.84, less any amount in respect of taxes required by law to be deducted or withheld, for each pre-Consolidation Common Share held immediately prior to the effectiveness of the Consolidation, as more particularly described in the accompanying information circular (the "Circular"); and
2. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Details of the particulars to be acted upon at the Meeting are contained in the Circular. A copy of the text of the Consolidation Resolution is in Schedule "A" of the Circular. A form of proxy and a letter of transmittal also accompany this notice of Meeting.

The Consolidation Resolution must be approved by at least two-thirds of the votes cast by all holders of Common Shares attending the Meeting in person or represented by proxy and by at least a simple majority of the votes cast by holders of Common Shares other than Mr. Felipe Tan, Belmont Holdings Group Limited ("Belmont"), which is a company owned by Mr. Felipe Tan, and certain others as set out in the Circular.

If the Consolidation Resolution is approved, following the Consolidation including the purchase of the Common Shares, Belmont will become the sole shareholder of GobiMin resulting in the privatization of GobiMin.

GobiMin's board of directors has fixed the close of business on January 9, 2023 as the record date for the determination of those holders of Common Shares (the "Registered Shareholders") entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof.

If you are a beneficial shareholder who holds your Common Shares through an intermediary, such as a brokerage firm, bank, dealer or other similar organization, then you should follow the voting procedures provided by your intermediary.

For the Consolidation resulting in GobiMin privatizing, Registered Shareholders are entitled to a right of dissent as provided for in section 190 of the Canada Business Corporations Act. Details of the dissent rights are contained in the Circular.

It is desirable that as many Common Shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your Common Shares represented, please complete the enclosed proxy form and return it as soon as possible. All proxies, to be valid, must be received by Computershare Investor Services Inc., transfer agent for GobiMin, at Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 at least 48 hours prior to the Meeting (being, by 9:30 a.m. (Eastern Time) on Wednesday, February 22, 2023) or any adjournment thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

DATED this 24th day of January, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Joyce Ko"

Joyce Ko

Chief Financial Officer,

Vice President Corporate Affairs & Secretary

GLOSSARY OF TERMS

The following glossary of terms used in this management information circular is provided for ease of reference.

"Agreement" means the agreement dated December 9, 2022 between GobiMin and Belmont in connection with the Going Private Transaction;

"Belmont" means Belmont Holdings Group Limited, a corporation organized under the laws of the British Virgin Islands and wholly-owned by Mr. Felipe Tan, the President, the Chief Executive Officer and a director of GobiMin;

"Board" means the board of directors of GobiMin;

"Business Day" means any day on which commercial banks are generally open for business in Toronto, Canada and Hong Kong, China, other than a Saturday, Sunday or a day observed as a statutory holiday under applicable laws;

"CBCA" means Canada Business Corporations Act;

"Circular" means this management information circular of GobiMin prepared for the Meeting;

"Common Shares" or "Shares" mean the common shares of GobiMin;

"Consideration" means the payment that Fractional Shareholders will be entitled to on the Purchase, the amount of which is equal to CAN$1.84, less any amount in respect of taxes required by law to be deducted or withheld, for each pre-Consolidation Common Share held by the Fractional Shareholders;

"Consolidation" means the consolidation of the issued and outstanding Common Shares on a thirty million (30,000,000) Pre-Consolidation Shares to one (1) Post-Consolidation Share basis;

"Consolidation Resolution" means the special resolution of the Shareholders to authorize and approve the Consolidation, the text of which is in Schedule "A" to this Circular;

"Depositary" means Computershare Investor Services Inc., or such other person as the parties may agree to in writing, acting as the depositary agent for the Registered Shareholders for purposes of the Going Private Transaction;

"Effective Date of the Consolidation" means the date the Consolidation becomes effective in accordance with the terms and conditions of the Agreement;

"Evans & Evans" means Evans & Evans, Inc., financial advisor to the Special Committee;

"Fairness Opinion" means the fairness opinion of Evans & Evans concerning the fairness of the Going Private Transaction, from a financial point of view, to the Minority Shareholders as set out in the Valuation Report and Fairness Opinion;

"Fractional Share" means a fraction of a Post-Consolidation Share of GobiMin;

"Fractional Shareholder" means a Shareholder (other than Belmont) who holds a Fractional Share following the Consolidation and includes the Non-Registered Shareholders;

"GobiMin" means GobiMin Inc.;

"Going Private Transaction" means the transaction set forth in the Agreement to take GobiMin private, including the Consolidation and the Purchase;

"intermediaries" or "nominee" means brokers, investment firms, clearing houses and similar entities that hold Common Shares on behalf of Non-Registered Holders;

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"Jinchuan" means Jinchuan Group Co., Limited;

"Letter of Transmittal" means the letter of transmittal to be delivered to holders of Common Shares as of the Record Date in connection with the Meeting;

"Management" means the management of GobiMin;

"Meeting" means the special meeting of the Shareholders to be held on the date, time and at the place as set out in this Circular and the accompanying Notice of Meeting;

"Meeting Materials" means, collectively, the Notice of Meeting, the Circular, the Letter of Transmittal and the form of proxy;

"MI 61-101"means Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions as published by the Canadian Securities Administrators;

"Minority Shareholders" means all Shareholders other than an interested party (including Mr. Felipe Tan and Belmont), a related party of an interested party (unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither interested parties nor insiders of GobiMin), or a joint actor with such an interested party or related party of an interested party, in respect of the transaction;

"Non-RegisteredHolder" or "beneficial shareholder" means a person is not a Registered Shareholder in respect of Common Shares which are held on behalf of that person;

"Notice of Meeting" means the notice of the Meeting accompanying the Circular;

"Pre-ConsolidationShares" mean the immediate Common Shares of GobiMin prior to the Consolidation;

"Post-ConsolidationShares" mean the immediate Common Shares of GobiMin after the Consolidation;

"Purchase" means the purchase by GobiMin of the Fractional Shares following the Consolidation;

"Record Date" means January 9, 2023, the record date of the Meeting;

"register" means a register of the securities holders in which the names of holders of Common Shares are registered;

"Registered Shareholder" means a legal holder whose name has been entered in the register of common shareholders at the close of business on the Record Date;

"Shareholder" means a holder of Common Shares of GobiMin;

"Special Committee" means the special committee of the Board comprised of the independent directors, Mr. Philippe Marleau (Chair) and Mr. Dominic Cheng, to consider the Going Private Transaction;

"Special Resolution" means a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution;

"Tax Act" means the Income Tax Act (Canada), as amended from time to time;

"Transfer Agent" means Computershare Investor Services Inc., the registrar and transfer agent of GobiMin;

"TSXV" or "Exchange" means the TSX Venture Exchange;

"Valuation" means the comprehensive valuation of Evans & Evans prepared in compliance with Part 6 of MI 61-101 as set out in the Valuation Report and Fairness Opinion; and

"Valuation Report and Fairness Opinion" means the comprehensive valuation report and fairness opinion on GobiMin dated December 9, 2022 by Evans & Evans.

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