Murchison Minerals : Management Information Circular dated March 19, 2020

MURCHISON MINERALS LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder:

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Murchison Minerals Ltd. (the "Corporation" or "Murchison") will be held at the Ontario Bar Association Conference Centre, Suite 200, 20 Toronto Street, Toronto, Ontario at 9:00 a.m. (Toronto time) on Wednesday, April 22, 2020, for the following purposes:

1. To receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2019 and the auditor's report thereon;

1. To set the board of directors at four (4) and to elect the directors of the Corporation for the ensuing year;
2. To appoint McGovern Hurley LLP, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year and to authorize the directors to fix its remuneration;
3. To approve the Corporation's Stock Option Plan; and

5. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The information circular of the Corporation dated March 19, 2020 (the "Information Circular"), accompanying this notice provides additional information with respect to the matters to be considered at the Meeting and forms part of the notice of this Meeting.

The Information Circular is also available on the Corporation's website at www.murchisonminerals.comand under the Corporation's profile on SEDAR at www.sedar.com.

The directors have fixed March 18, 2020 as the record date for the determination of the shareholders of the Corporation entitled to receive notice of the Meeting. Shareholders may exercise their rights by attending the Meeting or by completing a form of proxy. If you are unable to attend the Meeting in person, please complete, date and sign the enclosed form of proxy or voting instruction form and return it, in the envelope provided, to Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Fax: [phone]or 416-263-9524,or complete and forward the on-lineproxy form, so that it is received no later than 10:00 a.m. (Toronto time) on Monday, April 20, 2020 (the "Proxy Deadline"), failing which such votes may not be counted.

DATED at Toronto, Ontario, this 19th day of March 2020.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) "Jean-Charles Potvin"

Jean-Charles Potvin

President, CEO and Chairman

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MURCHISON MINERALS LTD.

MANAGEMENT INFORMATION CIRCULAR

For the Annual General Meeting of Shareholders

to be held on April 22, 2020

GENERAL PROXY INFORMATION

PART 1 - SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR (THE "INFORMATION CIRCULAR") IS DATED MARCH 19, 2020 AND IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF MURCHISON MINERALS LTD. ("THE "CORPORATION") OF PROXIES TO BE USED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD ON APRIL 22, 2020 AT ONTARIO BAR ASSOCIATION CONFERENCE CENTRE, SUITE 200, 20 TORONTO STREET, TORONTO, ONTARIO AT 9:00 A.M. (TORONTO TIME) AND AT ANY ADJOURNMENT THEREOF (THE "MEETING") FOR THE PURPOSES SET OUT IN THE ENCLOSED NOTICE OF MEETING (THE "NOTICE") WHICH ACCOMPANIES THIS INFORMATION CIRCULAR. It is expected that the solicitation will be primarily by mail but proxies may also be solicited personally or by telephone by the directors, officers and employees of the Corporation who will not receive any additional compensation for such services. The cost of solicitation by management will be borne by the Corporation. In accordance with National Instrument 54-101,arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common shares of the Corporation. The Corporation will provide, without cost to such person, upon request to the secretary of the Corporation, additional copies of the foregoing documents for this purpose.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers or directors of the Corporation. A

SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO either by inserting such person's name in the blank space provided in the accompanying form of proxy or by completing another proper form of proxy and, in either case, delivering the completed proxy to Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Fax: [phone]or 416-263-9524,or complete and forward the on-lineproxy form, so that it is received no later than 9:00 a.m. (Toronto time) on Monday, April 20, 2020 (the "Proxy Deadline"), being two (2) business days preceding the date of the Meeting, or delivered to the chairman of the Meeting prior to commencement of the Meeting or of any adjournment thereof. Each shareholder is entitled to

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appoint a person to represent such shareholder at the Meeting, who need not be one of the persons named in the accompanying form of proxy.

A proxy given pursuant to this solicitation may be revoked by instrument in writing, including another proxy bearing a later date, executed by the shareholder or by his or her attorney authorized in writing, and deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used, or with the Chairman of such Meeting on the day of the Meeting, or in any other manner permitted by law.

A proxy must be signed in writing or, subject to the means of electronic signature permitting a reliable determination that the document was created or communicated by or on behalf of the shareholder or the attorney, as the case may be, by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized.

A shareholder attending the Meeting has the right to vote in person and if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting.

EXERCISE OF DISCRETION BY PROXIES

Proxies received in favour of management will be voted and, where a choice is specified, will be voted in accordance with the choice so specified in the proxy. WHERE NO CHOICE IS

SPECIFIED, THE PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED FORTHE ITEM OF BUSINESS AS SET OUT IN THE NOTICE CALLING THE MEETING AND AS STATED ELSEWHERE IN THIS INFORMATION CIRCULAR.

The enclosed form of proxy also confers discretionary authority upon the persons named therein with respect to any amendments or variations to the matter identified in the accompanying Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his or her judgement may determine. HOWEVER, IF OTHER MATTERS

WHICH ARE NOT PRESENTLY KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSON OR PERSONS VOTING THE PROXY. As of the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matter referred to in the accompanying Notice.

VOTING BY NON-REGISTERED SHAREHOLDERS

Only registered shareholders of the Corporation or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, common shares of the Corporation beneficially owned by a person (a "Non-RegisteredHolder") are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the common shares of the Corporation (Intermediaries include, among others, banks, trust

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companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101, the Corporation will have distributed copies of the Notice, this Information Circular and the form of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non- Registered Holders. Intermediaries are required to forward the Meeting Materials to Non- Registered Holders. Non-Registered Holders will be given, in substitution for the proxy otherwise contained in proxy-related materials, a request for voting instructions (the "Voting Instructions Form") which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary, will constitute voting instructions which the Intermediary must follow.

The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares of the Corporation they beneficially own. Should a Non-Registered Holder who receives the Voting Instructions Form wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should so indicate in the place provided for that purpose in the Voting Instructions Form and a form of legal proxy will be sent to the Non-Registered Holder. In any event, Non-Registered Holders should carefully follow the instructions of their Intermediary set out in the Voting Instructions Form.

REQUIRED SHAREHOLDER APPROVALS

Except as otherwise disclosed in this Information Circular, all resolutions which the shareholders will be asked to pass must be approved by a majority of the votes cast by shareholders of the Corporation present in person or represented by proxy at the Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The authorized capital of the Corporation consists of an unlimited number of common shares ("Common Shares") without nominal or par value. At the date of this Information Circular, the Corporation had 64,688,449 issued and outstanding Common Shares, each carrying one vote per Common Share.

To the best knowledge of management of the Corporation and based upon publicly available information, the number of Common Shares of the Corporation owned of record or beneficially, either directly or indirectly, by shareholders who own, or exercise control or direction over, more than 10% of the issued and outstanding Common Shares as of the date hereof are as follows:

Name	Type of Ownership	Number of Common	Percentage of Outstanding
		Shares Owned	Common Shares
Donald K. Johnson (1)	Direct and Exercise Control	20,087,162(2)	31.05%

1. Donald K. Johnson also holds 765,000 stock options, each exercisable for one Common Share, at exercise prices of $0.30 for 50,000 stock options, $0.19 for 125,000 stock options, $0.095 for 90,000 stock options, and $0.085 for 500,000 stock options. In addition, Mr. Johnson holds 3,962,667 warrants, each exercisable for one Common Share, at a price of $0.10 expiring December 12, 2020.