Axmin : Management Information Circular

AXMIN INC.

1111 Alberni Street, Suite 2209

Vancouver, BC V6E 4V2

Canada

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT

The annual general meeting (the "Meeting") of shareholders of AXMIN Inc. (the "Company") will be held at the office of Bennett Jones LLP, 666 Burrard Street, Suite 2500, Vancouver, British Columbia, V6C 2X8 Canada on Monday, October 5, 2020 at 5:00 p.m. (Pacific time) (the "Meeting") for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2019, together with the auditors' report thereon;
2. To elect the directors of the Company;
3. To reappoint MNP LLP, Chartered Accountants, as independent auditors for the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
4. To consider and, if thought appropriate, pass an ordinary resolution ratifying and approving the Company's stock option plan; and
5. To transact such other business as properly may be brought before the Meeting or any adjournment or postponement thereof.

This notice is accompanied by a form of proxy and the management information circular (the "Circular"). The specific details of the matters to be put before the Meeting as identified above are set forth in the Circular.

The board of directors of the Company fixed the close of business on Thursday, 27 August, 2020 as the record date for the determination of the shareholders entitled to notice of and vote at the Meeting, and any adjournment or postponement thereof.

Registered shareholders who are unable to attend the Meeting in person are requested to sign and return the enclosed form of proxy to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. To be effective, proxies must be deposited in the manner described in the Circular, by 5:00 p.m. (Pacific Time) on Thursday, October 1, 2020 at, or delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof prior to the Meeting.

Non-registeredshareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

DATED at Vancouver, British Columbia, Canada, September 2, 2020

BY ORDER OF THE BOARD

(Signed) "Lucy Yan"

Lucy Yan

Chief Executive Officer

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AXMIN Inc.

MANAGEMENT INFORMATION CIRCULAR

September 4, 2020

SOLICITATION OF PROXIES

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of AXMIN Inc. (the "Company") for use at the annual general meeting of shareholders of the Company (the "Meeting") to be held at the corporate office of the Company, 666 Burrard Street, Suite 2500, Vancouver, British Columbia, V6C 2X8 Canada on Monday, October 5, 2020 at 5:00 p.m. (Pacific time), and at any and all adjournments or postponements thereof, for the purposes set forth in the attached notice of the Meeting (the "Notice"). It is expected that the solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally by directors, officers or regular employees of the Company. Such persons will not receive any extra compensation for such activities. The cost of such solicitation will be borne by the Company. In this Circular, unless otherwise indicated, all references to "$" or "CDN$" are references to Canadian dollars and references to "US$" are to United States dollars. Unless otherwise indicated herein, information in this Circular is given as at September 2, 2020.

APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES

The persons named in the enclosed form of proxy are officers or directors of the Company. A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for him or her and on his or her behalf at the Meeting other than the persons designated in the enclosed form of proxy. Such right may be exercised by striking out the names of the persons designated in the form of proxy and by inserting in the blank space provided for that purpose the name of the desired person or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to the Company, c/o Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at any time prior to 5:00 p.m. (Pacific time) on October 1, 2020 or delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof prior to the Meeting.

A shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by marking how such shareholder wishes to vote in the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares (as defined below) represented by the proxy submitted by a shareholder will be voted or withheld from voting in accordance with the directions, if any, given in the proxy and if the voting shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

A shareholder who has given the enclosed form of proxy has the right to revoke the proxy by depositing an instrument in writing executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized, at the registered office of the Company at any time prior to 5:00 p.m. (Pacific time) on the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment or postponement thereof, or in any other manner permitted by law. The Company's registered office is located at 3400 One First Canadian Place, P.O. Box 130, Toronto, ON, M5X 1A4.

MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed form of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such

Common Shares will be voted FOR each of the matters identified in the Notice and described in this Circular.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the time of the printing of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice and no director has informed the Company that he intends to oppose any matter to be voted upon.

VOTING BY BENEFICIAL SHAREHOLDERS

The information set forth in this section is important to the shareholders of the Company who do not hold their common shares in their own name.

Shareholders who hold Common Shares through their brokers, intermediaries, trustees, or other nominees (such shareholders being collectively called "Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear

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on the share register of the Company as at the record date, August 27, 2020, may be recognized and acted upon at the Meeting. If Common Shares are shown on an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register of the Company. Such Common Shares will most likely be registered in the name of the broker or an agent of the broker. Such Common Shares can only be voted by brokers, agents or nominees ("Intermediaries") and can only be voted by them in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the voting instructions provided by their broker, agent, or nominee or other intermediary with this Circular and ensure that they communicate how they would like their Common Shares voted in accordance with those instructions.

Most brokers delegate responsibility for obtaining voting instructions from clients to a service company (a "Service Company"). The Service Company typically supplies voting instructions forms, mails those forms to Beneficial Shareholders, and asks those Beneficial Shareholders to return the forms to the Service Company or to follow the alternative voting procedures detailed on the voting instruction form. The Service Company then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares at the Meeting. A Beneficial Shareholder receiving a voting instruction form from the Service Company cannot use that form to vote Common Shares directly at the Meeting. Instead, the Beneficial Shareholder must return the voting instruction form to the Service Company or follow the alternative voting procedures, as mentioned above, well in advance of the Meeting in order to ensure that such Common Shares are voted. Alternatively, a Beneficial Shareholder may be given a form of proxy that has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Beneficial Shareholder but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is required to be signed by the Beneficial Shareholder when submitting the form of proxy. In this case, the Beneficial Shareholder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified above.

In either case, the purpose of these procedures is to permit Beneficial Shareholders to direct the voting of the Common Shares of the Company which they beneficially own. A Beneficial Shareholder who wishes to attend and vote at the Meeting in person (or to have another person attend and vote on behalf of the Beneficial Shareholder) should print the Beneficial Shareholder's (or such other person's) name in the blank space provided for that purpose in the first paragraph of the proxy form or, in the case of a voting instruction form, follow the corresponding instructions on that form. In either case, Beneficial Shareholders should carefully follow the instructions of their Intermediary and its Service Company, as applicable.

RECORD DATE

The directors have fixed August 27, 2020 as the record date for the determination of shareholders entitled to receive notice of and vote at the Meeting. Only shareholders of record on such date are entitled to vote at the Meeting the Common Shares held by them by attending in person or by providing a completed an executed form of proxy as described above.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Company consists of an unlimited number of common shares (each a "Common Share"). As of the date of this Circular, an aggregate of 136,562,381 Common Shares were issued and outstanding. Each Common Share entitles the holder thereof to one (1) vote at all meetings of shareholders of the Company.

As of the date of this Circular, to the knowledge of the directors and officers of the Company, the only persons or companies who beneficially own or control or direct, directly or indirectly, more than ten percent (10%) of the issued and outstanding Common Shares of the Company are:

Name and municipality of residence	Number of Common Shares	Percentage of Common Shares
Dickson Resources Limited(1)
Tortola, British Virgin Islands	45,000,000	33%
Shanghai Shenglin Trading Co., Ltd. (2)	20,000,000	15%
AOG Participations BV ("AOG") (3)
Breda, The Netherlands	15,001,938	11%

1. Dickson Resources Limited ("Dickson") is an international private resources firm backed by the private capital of its founders. The company is a BVI registered company headquartered in Hong Kong. Having a team of geological and financial experts, Dickson is committed to investing internationally in the exploration and mining of natural resources. Meanwhile Dickson's scope of business reaches beyond the mining sector to international trade, marketing and advisory services which are all part of its business expertise.
2. Shanghai Shenglin Trading Co., Ltd. ("Shanghai Shenglin") is a company registered in P.R. China focusing on international trading and worldwide investments.
3. AOG Holdings BV is a wholly-owned subsidiary of The Addax & Oryx Group Limited.

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INTERESTS OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of common shares or otherwise, of any director or executive officer or anyone who has held office as such since the beginning of the Company's last financial year, any proposed director of the Company or any associates or affiliates of any of the foregoing in any matter to be acted on at the Meeting other than the election of directors or the appointment of auditors.

At the Meeting, shareholders will be asked to consider and, if thought appropriate, pass an ordinary resolution approving the Company's Stock Option Plan. Under the Stock Option Plan, directors, officers, employees and consultants of the Company are eligible for grants of options (See "Approval of Stock Option Plan").

FINANCIAL STATEMENTS

The audited financial statements of the Company and the auditors' report thereon to be received by the shareholders at the Meeting are as at and for the fiscal year ended December 31, 2019, with a comparison to the year ended December 31, 2018. The annual financial statements for the fiscal year ended December 31, 2019 and the comparison year ended December 31, 2018 were both audited by MNP LLP, Chartered Accountants, the auditors of the Company.

ELECTION OF DIRECTORS

Number of Directors

Directors of the Company are elected annually by the shareholders. The articles of the Company provide that the number of directors to be elected shall be a minimum of three (3) and a maximum of ten (10). The by-laws and articles of the Company provide that the number of directors of the Company shall be determined from time to time by a resolution of the directors.

By resolution in writing dated September 2, 2020, signed by all of the directors of the Company, the directors fixed the number of directors at three (3).

Information Regarding Nominees for Directors

All of the management's nominees to the Board are currently directors of the Company.

Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the election of the nominees whose names are set forth below. Subject to TSXV approval, each director elected will hold office until the next annual meeting of shareholders, or until her/his successor is duly elected or appointed, all as the case may be, unless her/his office is earlier vacated in accordance with the articles and by-laws of the Company or the provisions of the Canada Business Corporations Act to which the Company is subject or any similar corporate legislation to which the Company becomes subject.

The following table sets out the name of each person proposed to be nominated for election as a director, her/his present principal occupation(s) or employment(s), any position held with the Company, the date on which she/he was first elected or appointed a director of the Company, and the approximate number of common shares of the Company beneficially owned, directly or indirectly, or over which she/he exercises control or direction as at the date of this Circular.

			Common Shares beneficially
Name of proposed nominee			owned, controlled or
Province or state and country			directed(1)
of residence	Principal occupation(s)	Director since	(#)
	Chairman and Chief Executive Officer
Lucy Yan	("CEO") and Chief Financial Officer	April 15, 2013	Nil
Vancouver, British Columbia	("CFO") of the Company and also
Canada	freelancer since June 2007 and Chairman
	of the Board and a director of Dickson
	Resources Limited from November 27,
	2012 until December 24, 2013.
	Independent Director of the Company,
Joe Tai	Executive Director of Goldpac Investments	April 15, 2013	187,500
Vancouver, British Columbia	Ltd., Director of China Goldcorp Ltd.
Canada	(TSX.V:CAU.H), Director of Adex Mining
	Inc. (TSX.V:ADE), Director of Colt
	Resources (NEX:GTP.H)

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