O2Gold Inc. — AGM Information 2021

Jun 30, 2021

==> picture [50 x 50] intentionally omitted <==

O2GOLD INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

You are invited to our 2021 annual general and special meeting of shareholders.

When: July 26, 2021 at 10:00 a.m. (Toronto time)

Where: 198 Davenport Road, Toronto, Ontario M5R 1J2

The purpose of the Meeting is as follows:

1. Financial Statements. Receive and consider the audited financial statements as at and for the fiscal year ended December 31, 2020, together with the report of the auditors thereon;

2. Elect Directors. Consider and elect the directors for the ensuing year;

3. Auditor Appointment. Consider and if thought fit appoint McGovern Hurley LLP as auditor of the Corporation;

4. Stock Option Plan. Consider and if thought fit approve the Corporation’s rolling stock option plan; and

5. Other Business. Consider other business as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

This notice is accompanied by a form of proxy, a management information circular (the “ Circular ”), and the audited consolidated financial statements of the Corporation as at and for the fiscal year ended December 31, 2020 and related management’s discussion and analysis of financial condition.

You may vote your shares by proxy if you are unable to attend the meeting. Please review the enclosed Circular and date, sign and return the enclosed form of proxy to the Corporation’s transfer agent by 10:00 a.m. ET on July 22, 2021.

In the event of a postal disruption as a result of a Canada Post labour disruption or other cause, please see “Voting – Appointment and Revocation of Proxies” and “Voting of Proxies – Non-Registered Shareholders” in the Circular for information on how to obtain and submit a form of proxy or voting information form, as applicable.

The directors of the Corporation have fixed the close of business on June 21, 2021 as the record date, being the date for the determination of the registered holders entitled to notice and to vote at the Meeting and any adjournments(s) thereof.

The Corporation intends to hold the Meeting in person. However, in view of the evolving COVID-19 situation, the Corporation strongly encourages shareholders not to attend the Meeting in person. As always, the Corporation encourages shareholders to vote their common shares prior to the Meeting by following the instructions under the heading "Voting of Proxies" in the accompanying Circular. The Corporation may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 pandemic. In the event it is not possible or advisable to hold the Meeting in person, the Corporation will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

You may also participate in the Meeting by virtual attendance. Please visit the following link for instructions and registration details: https://bit.ly/3gKiZw5.

YOU WILL NOT BE ABLE TO VOTE YOUR SHARES AT THE MEETING IF YOU PARTICIPATE SOLELY BY VIRTUAL ATTENDANCE. SHAREHOLDERS THAT WISH TO PARTICIPATE VIRTUALLY MUST VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY BY 10:00 A.M. ET ON JULY 22, 2021, AS DESCRIBED IN THE CIRCULAR.

DATED at Toronto, Ontario as of the 22[nd] day of June, 2021

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Jaime Lalinde” Chief Executive Officer

2