Guyana Goldfields Inc. — AGM Information 2020

Jul 3, 2020

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NOTICE OF MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of Guyana Goldfields Inc. (“ Guyana Goldfields ” or the “ Company ”) will be held on July 27, 2020 at 10:30 a.m. (Toronto time) in a virtual only format that will be conducted via live webcast accessible online at https://web.lumiagm.com/275264504 for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2019, together with the report of the auditors thereon;

2. To elect the directors of the Company for the ensuing year, or until their successors are elected or appointed;

3. To appoint the auditors of the Company and to authorize the directors to fix their remuneration;

4. To approve, in a non-binding advisory “say on pay” resolution, the compensation of the Company’s named executive officers;

5. To consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of the Company dated June 26, 2020 (the “ Circular ”), to approve an arrangement pursuant to Section 192 of the Canada Business Corporations Act (the “ CBCA ”) pursuant to which Zijin Mining Group Co., Ltd. (“ Zijin ”), through its wholly-owned subsidiary 12049163 Canada Inc., will acquire all of the issued and outstanding common shares of the Company (“ Company Shares ”) not already owned by Zijin, all as more particularly described in the Circular (the “ Arrangement ”);

6. To consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix B to the Circular, to approve the reduction of Guyana Goldfields’ stated capital attributable to the common shares of the Company that is not represented by realizable assets in accordance with Section 38 of the CBCA, all as more particularly described in the Circular; and

7. To transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The board of directors of the Company (“ Board ”) has fixed the close of business on June 23, 2020 as the record date for the Meeting, being the date for the determination of registered holders of the common shares of the Company entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof.

This notice is accompanied by a form of proxy, the Circular and the audited consolidated financial statements of the Company for the year ended December 31, 2019 and accompanying management’s discussion and analysis. Also enclosed is the Letter of Transmittal, printed on blue paper, for use in connection with the Arrangement.

Regardless of whether or not you are able to attend the virtual Meeting, Shareholders are requested to complete, date, sign and return the enclosed form of proxy in accordance with its instructions. Non-registered Shareholders (beneficial holders) must deliver their completed proxies in accordance with the instructions given by their financial institution or other intermediary that forwarded the form of proxy to them so that as large a representation of Shareholders as possible may be had at the Meeting.

To be effective, forms of proxy must be received by TSX Trust Company, Attn: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 (Fax: (416) 595-9593) no later than 10:30 a.m. (Toronto time) on July 23, 2020, or if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays, and statutory holidays in the City of Toronto, Ontario) prior to the time of such adjourned or postponed Meeting.

In order to (i) proactively deal with the unprecedented public health impact of the novel coronavirus (also known as “ COVID-19 ”), (ii) mitigate risks to the health and safety of our employees, Shareholders, communities and other stakeholders, and (iii) ensure compliance with local laws or orders restricting the size of public gatherings in response to COVID-19, Guyana Goldfields will be convening and conducting a virtual Meeting.

There is no physical location for the Meeting. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast. At the virtual Meeting, only registered Shareholders and duly appointed proxyholders, regardless of geographic location, will be able to participate and have an equal opportunity to ask questions, and vote real time at the Meeting, provided they are connected to the internet and have logged into the Lumi online platform accessible at https://web.lumiagm.com/275264504. Non-registered Shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live webcast. Non-registered Shareholders who do not follow the procedures set out in the Circular and who have not duly appointed themselves as proxyholder will nonetheless be able to view a live webcast of the Meeting as guests, but will not be able to ask questions or vote. You have to be connected to the internet at all times to be able to vote – it is your responsibility to make sure you stay connected for the entire meeting.

Shareholders who wish to appoint a person other than the management nominees identified on the form of proxy or VIF (including a non-registered Shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Circular and on their form of proxy or VIF. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company at tsxtrustproxyvoting@tmx.com, and obtaining a control number for and on behalf of the proxyholder, after submitting their form of proxy or VIF. Failure to register and obtain a control number from our transfer agent will result in the proxyholder (including a nonregistered Shareholder who wishes to appoint themselves to attend) not being able to participate in the Meeting and only being able to attend as a guest.

Shareholders who are unable to attend the virtual Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation of Shareholders as possible may be had at the Meeting.

Your vote is important, and you are urged to submit your proxy well in advance of the voting deadline in order to have your voice heard. If you would like additional copies, without charge, of the accompanying Circular or you have any questions or require assistance with voting your proxy, please contact Guyana Goldfields’ strategic shareholder and communications advisor and proxy solicitation agent, Kingsdale Advisors, at 1.800.775.1986 toll free in North America, or call collect outside North America at +1.416.867.2272, or by e-mail at contactus@kingsdaleadvisors.com.

DATED at Toronto, Ontario this 26th day of June, 2020.

BY ORDER OF THE BOARD

(signed) " René Marion "

René Marion Chairman