Transcontinental Gold Corp. — AGM Information 2021

Jun 3, 2021

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS to be held on June 30, 2021 at 10:00 am PST

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Transcontinental Gold Corp. (the “ Corporation ”) will be held in the offices of the Corporation at Suite 890, 580 Hornby Street, Vancouver, BC, V6C 3B6 on June 30, 2021 at 10:00 a.m. to consider resolutions for the following purposes:

1. To receive and consider the comparative financial statements of the Corporation for the financial year ended December 31, 2020, together with the report of the auditor thereon;

2. To set the number of directors at three (3);

3. To elect directors for the ensuing year;

4. To appoint BDO Canada LLP as auditors of the Corporation for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditors;

5. To consider and, if deemed advisable, pass a resolution to approve the removal of the consequences of the Corporation failing to complete a Qualifying Transaction within 24 months of the Corporation's date of listing on the TSX Venture Exchange, as is more particularly described in the accompanying information circular;

6. To consider and, if deemed advisable, pass a resolution to approve the amendment of the escrow release conditions and certain other provisions of the Escrow Agreement, as is more particularly described in the accompanying information circular;

7. To consider and, if deemed advisable, pass a resolution to approve the payment of a finder's fee or commission by the Corporation to a Non-Arm's Length Party to the Corporation upon completion of a qualifying transaction, as is more particularly described in the accompanying information circular; and

8. To transact such other business as may properly be put before the meeting.

The accompanying information circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

In light of the ongoing public health concerns related to COVID-19 and in order to comply with physical distancing measures imposed by the federal, provincial and municipal governments, only registered shareholders, non-registered Shareholders who have followed the procedures set forth in the accompanying Information Circular and their proxy holders, and any persons required or entitled by law to attend the Meeting, will be entitled to attend the Meeting in person. However, all such persons are encouraged NOT to attend but to vote on matters at the Meeting by proxy, appointing a management proxyholder to limit the number of attendees . Shareholders are urged to complete and return a proxy or voting instruction form if they wish to vote at the Meeting.

The Corporation reserves the right to deny physical attendance at the Meeting to any person in order to enforce physical distancing measures (including, but not limited to, limiting the total number of attendees at the Meeting and denying entry to any person exhibiting symptoms of COVID-19). Shareholders who wish to attend the Meeting in person must provide notice beforehand by email to Mr. Wenhong Jin by email at transcontinentalgold@gmail.com of their intention to attend in person to ensure that the Corporation can maintain physical distancing and comply with the then current direction and advice from federal, provincial and municipal levels of government. Requirements for physical distancing that are effective on the date of the Meeting will limit the number of Shareholders permitted to attend the Meeting in person. Each such Shareholder may be asked to complete a declaration regarding COVID-19 related health matters prior to being admitted to the Meeting. The declaration will require the Shareholder to confirm that:

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• they have not been outside of Canada in the last 14 days;

• they do not share a household with someone who has been outside of Canada in the last 14 days;

• they have not, to their knowledge, been in close contact in the last 14 days with someone who has been diagnosed with COVID-19; and

• they are not suffering from any flu-like symptoms.

Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed proxy. A proxy will not be valid unless it is deposited by mail or by fax at the office of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1 Fax: Within North America: 1-866-249-7775, Outside North America: (416) 2639524 not less than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or an adjournment thereof. Only Shareholders of record on May 26, 2020 are entitled to receive notice of and vote at the Meeting.

DATED at Vancouver, British Columbia this 31[st] day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF TRANSCONTINENTAL GOLD CORP.

/s/ “ WENHONG JIN ” President and CEO

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