Taranis Resources Inc. — AGM Information 2023

Jun 30, 2023

Taranis Resources Inc.

681 Conifer Lane

Estes Park, Colorado, USA 80517

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual General and Special Meeting (the "Meeting") of the shareholders (the "Shareholders") of TARANIS RESOURCES INC. (the "Company") will be held at Suite 1710 - 1177 West Hastings Street, in the City of Vancouver, Province of British Columbia, on Tuesday, August 1, 2023 at the hour of 10:00 a.m. (local time) for the purposes of:

1. Fixing the number of Directors.

2. Electing Directors for the ensuing year.

3. Appointing an Auditor for the ensuing year, and authorizing the Directors to fix the Auditor’s remuneration.

4. To consider and, if thought advisable, to pass an ordinary resolution approving the renewal of the Company’s Incentive Stock Option Plan, as more fully disclosed in the Information Circular accompanying this Notice of Meeting.

5. To consider and, if thought advisable, to pass an ordinary resolution of disinterested shareholders approving certain debt settlement agreements, as more fully disclosed in the Information Circular accompanying this Notice of Meeting.

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

Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of Instrument of Proxy and to return it to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof, at which the person named therein purports to vote in respect thereof.

Dated this 20[th] day of June, 2023.

ON BEHALF OF THE BOARD OF DIRECTORS

“John J. Gardiner” John J. Gardiner President and Chief Executive Officer

All proxies and voting instruction forms, to be valid, must be received by Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies or voting instruction forms may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

\garnet.lan_folders\yeadon\documents\doc\companies\taranis resources inc\agm\2023\ntc\trontc2023v2.docx