Gold X Mining Corp. — AGM Information 2020

Oct 30, 2020

GOLD X MINING CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 23, 2020

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of shareholders of Gold X Mining Corp. (the “ Company ”) will be held at Suite 3123, 595 Burrard Street, Vancouver, British Columbia, on Monday, November 23, 2020 at 10:00 a.m. (Vancouver (PDT) time) for the following purposes:

1. to receive and consider the audited financial statements of the Company for the financial year ended December 31, 2019 and the reports of the auditors thereon;

2. to fix the number of directors for the ensuing year at seven (7)

3. to elect directors of the Company for the ensuing year;

4. to appoint the auditors for the ensuing year and to authorize the directors to fix their remuneration;

5. to consider, and if thought fit, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving grants of 3,400,000 stock options in June 2020;

6. to consider, and if thought fit, to pass, with or without variation, an ordinary resolution to amend, ratify and approve the Company’s stock option plan, as more particularly described in the accompanying management information circular;

7. to transact such further business as may properly come before the Meeting or any adjournment or postponement thereof.

DATED this 25th day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Paul Matysek”

Paul Matysek Chief Executive Officer

This notice is accompanied by the management information circular, the form of proxy, the supplemental mailing card, and in the case of those shareholders who have so requested through the completion and return of the supplemental mailing card provided by the Company in its last annual mailing, a copy of the Company’s audited financial statements, including the report of the auditors thereon, and management’s discussion and analysis for the financial year ended December 31, 2019. For those shareholders who did not request to receive a copy of the audited financial statements, a copy is available upon request to the Company and can also be found on SEDAR at www.sedar.com or on the Company’s website at www.goldxmining.com.

If you are a registered shareholder of the Company and are unable to attend the Meeting in person, please properly complete, sign, date and return the enclosed form of proxy to the Company’s Registrar and Transfer Agent, Computershare Trust Company of Canada, Attention: Proxy Department, by mail at: 100 University Ave., 8th Floor, Toronto, Ontario M5J 2Y1, or by fax at: 1 (866) 249-7775 within North America, and outside North America at: (416) 263-9524. Proxies must be received no later than 10:00 a.m. (Vancouver (PDT) time) on Thursday, November 19, 2020, or if the Meeting is adjourned or postponed, no later than 48 hours preceding the time of such adjourned or postponed meeting (excluding Saturdays, Sundays and statutory or civic holidays in the City of Vancouver, British Columbia). Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining, completing and depositing the required form of proxy, you should contact Computershare Trust Company of Canada by telephone at: 1 (800) 564-6253.

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