NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF 5N PLUS INC.

You are invited to the Annual General and Special Meeting of Shareholders (the “ Meeting ”) of 5N Plus Inc. (the “ Corporation ”). The meeting will be held on May 2, 2018 at 9:30 a.m. (Montreal time) at the:

Saint James Club 1145 Union Avenue Montreal, Québec

The purposes of the Meeting are to:

1. Receive and consider the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2017 and the auditors’ report thereon;

2. Elect directors;

3. Appoint auditors and authorize the directors to fix their remuneration; and

4. Transact such other business as may properly be brought before the Meeting.

If you are unable to attend the Meeting in person, please date, sign and return the enclosed form of proxy. Proxies to be used at the Meeting must be deposited with Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 prior to 5:00 p.m. on April 30, 2018 or with the Secretary of the Corporation before the commencement of the Meeting or at any adjournment thereof.

DATED at Montreal, Québec April 3, 2018

By order of the Board of Directors

(s) Arjang J. (AJ) Roshan

Arjang J. (AJ) Roshan President and Chief Executive Officer

5N Plus Inc. – 2017 Management Proxy Circular

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