Giyani Metals Corp. — AGM Information 2021

May 20, 2021

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GIYANI METALS CORP.

NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN (the " Notice ") that an annual & special meeting (the " Meeting ") of holders (the " Shareholders ") of common shares (the " Shares ") of Giyani Metals Corp. (the " Company " or " Giyan i") to be held at the following time and place:

When: Thursday, June 17, 2021 at 9:00 a.m. (Toronto time).

Where: The offices of DSA Corporate Services Inc., 82 Richmond St E 2nd Floor, Toronto, ON M5C 1P1, Canada.

The Meeting is being convened to receive the audited consolidated financial statements of the Company for the year ended December 31, 2020 (“ Financial Statements ”), together with the report of the auditors thereon, to set the number of directors of the Company to elect the directors of the Company (each a " Director ") to appoint the auditor of the Company and fix the auditor's remuneration, to re-approve the Company's stock option plan (" Stock Option Plan "), to approve the Company's restricted share unit (" RSU ") plan (" RSU Plan "), to approve the Company’s conditionals grant of RSUs to an officer of the Company (“ Conditional RSU Grant ”) and such other business as more particularly described in the management information circular dated May 17, 2021 (the " Circular ").

Matters to Vote On

The Shareholders will be asked to vote on the following matters at the Meeting:

• 1. Number of Directors. Shareholders will be asked to set the number of Directors of the Company at four (4).
• 1. Election of Directors. Shareholders will be asked to elect Directors of the Company who will serve until the next annual meeting of shareholders. Information respecting the election of Directors may be found in the " Business of the Meeting – Election of Directors " section of the Circular.
• 1. Re-Appointment of the Auditor. Shareholders will be asked to re-appoint MNP LLP, Chartered Accountants, as the auditor of the Company (" Auditors ") for the ensuing year and to authorize the Directors of the Company to fix the remuneration to be paid to the Auditors. Information respecting the appointment of Auditors may be found in the " Business of the Meeting – Re-Appointment and Remuneration of Auditors " section of the Circular.
• 1. Re-Approval of Stock Option Plan. Shareholders will be asked to re-approve the Company's Stock Option Plan in accordance with the requirements of the TSX Venture Exchange (the " TSXV "). Information respecting the Stock Option Plan may be found in the " Business of the Meeting – Approval of Stock Option Plan " section of the Circular.
• 1. Approval of RSU Plan. Shareholders will be asked to approve an ordinary resolution approving the Company's new RSU Plan in accordance with the requirements of the TSXV, including that such approval be on a disinterested voting basis. Information respecting the RSU Plan may be found in the " Business of the Meeting – Approval of RSU Plan " section of the Circular.
• 1. Approval of Conditional RSUs Grant. Shareholders will be asked to approve the Company's Conditional RSU Grant to an officer of the Company, in accordance the requirements of the TSXV, including that such approval be on a disinterested voting basis. Information respecting the Conditional RSU Grant may be found in the " Business of the Meeting – Approval of the Conditional RSU Grant" section of the Circular.
• 1. Other Business. As such other matters which may be brought up.

Voting

The board of Directors of the Company (the " Board " or " Board of Directors ") has fixed the close of business on May 13, 2021 as the record date (the " Record Date ") for the purpose of determining Shareholders entitled to receive notice of, and

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vote at, the Meeting. The failure of any Shareholder to receive notice of the Meeting does not deprive such Shareholder of the right to vote at the Meeting. Only Shareholders of record at the close of business on May 13, 2021 are entitled to vote at the Meeting.

All Shareholders are invited to attend the Meeting and may attend in person or may be represented by proxy. A "beneficial" or "non-registered" Shareholder will not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for a registered Shareholder and vote the common shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders who are unable to attend the Meeting in person, or any adjournments or postponements thereof, are requested to complete, date and sign the form of proxy (registered holders) or voting instruction form (beneficial holders).

SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

Dated at Toronto, Ontario this 17[th] day of May 2021.

BY ORDER OF THE BOARD OF DIRECTORS

" Jonathan Henry "

Jonathan Henry Chair

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