NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT PROXY CIRCULAR

IMPERIAL MINING GROUP LTD.

This information is provided in connection with the solicitation by the management of Imperial Mining Group Ltd. of proxies to be voted at the Annual and Special Meeting of Shareholders of the corporation to be held at the McMillan Toronto office, Room RowellRowell, 181 Bay Street, suite 4400, Toronto, Ontario, on March 11, 2020 at 10:00 a.m.

DATED FEBRUARY 10, 2020

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TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT PROXY CIRCULAR

Solicitation of Proxies Appointment and Revocation of Proxies Questions and Answers on Proxy Voting Validity of a Proxy Voting by Proxy and Exercise of the Discretionary Authority Notice to Beneficial Shareholders or Non-Registered Shareholders Securities Having a Right to Vote and Principal Holders Ownership of the Corporation’s Shares Interest of Certain Persons in Matters to be Acted Upon Executive Compensation Compensation of Directors and Senior Executives Stock Option Plan Pension Plan Employment Contracts, Termination and Change of Control Benefits Compensation Analysis Interest of Management and Certain Relationships in Material Transactions Indebtedness of Officers and Directors to the Corporation Directors and Officers Insurance Matters to be Acted Upon at the Meeting Presentation and Receipt of the Annual Financial Statements Election of Directors Appointment of Auditors Approval of the Stock Option Plan Corporate Governance Committee Audit Committee Corporation Governance Additional Information Schedule A Statement of Corporate Governance Practices Schedule B Organizational Charter - Audit Committee

PROXY FORM

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IMPERIAL MINING GROUP LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “ Meeting ”) of the holders of Class “A” shares (the “ Common Shares ”) of Imperial Mining Group Ltd. (the “ Corporation ”) will be held at the McMillan Toronto office, Room Rowell-Rowell, 181 Bay Street, suite 4400, Toronto, Ontario, on March 11, 2020 at 10:00 a.m. (Montréal time), for the following purposes:

1. receive the annual financial statements for the fiscal years ended August 31, 2018 and 2019, as well as the auditors’ report thereto;

2. proceed with the election of the Directors of the Corporation;

3. appoint the auditors of the Corporation and authorize the Directors to fix their remuneration;

4. approve the rolling Stock Option Plan of the Corporation;

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

The Management Proxy Circular and the proxy form (the “ Proxy ”) are appended hereto.

Shareholders may exercise their rights by attending the Meeting or by completing the Proxy. Should you be unable to attend the Meeting, kindly complete and sign the enclosed Proxy and return same as soon as possible in the envelope provided herein. Your shares will be voted in accordance with your instructions as indicated on the Proxy. Please note that said Proxy will not be valid unless it is deposited at the offices of the AST Trust Company (“ AST ”), Proxies Department, 320, Bay Street, B1 Level, Toronto (Ontario) M5H 4A6 or at2001, boul. RobertBourassa, bureau 1600, Montréal (Québec) H3A 2A6, no later than forty-eight (48) open hours preceding the Meeting or any adjournment thereof, or unless it is delivered to the Chairman of the Meeting prior to the commencement of the Meeting, or any adjournment thereof. A person appointed as Proxy need not be a shareholder of the Corporation.

Notice is also hereby given that the Corporation’s Board of Directors has fixed the record date for the Meeting at the close of business on February 5, 2020 (the “ Record Date ”). Only holders of Common Shares as of the Record Date will be entitled to receive notice of the Meeting. Shareholders at the Record Date will be entitled to vote their shares at the Meeting, unless any such shareholder transfers his/her shares after the Record Date, in which case the transferee of

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such shares will be entitled to vote such shares at the Meeting if the transferee establishes that he owns said shares and requests, no later than ten (10) days prior to the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting.

SIGNED at Montreal, this 10^th day of February, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Peter Cashin Peter Cashin President and Chief Executive Officer

Enclosure: Management Proxy Circular Proxy Pre-paid mail envelope

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President’s Message:

Since its inception in January 2018, Imperial Mining Group’s management, directors and consultants have worked diligently to assess and enhance the Corporation’s enviable Quebec exploration property portfolio. This was done in the absence, except more recently, of investor support of the mineral resource exploration and development sector.

The evaluation work completed to date on our Opawica Gold project, our partner SOQUEM’s Carheil Copper-Zinc-Silver-Gold project and the recent work on Imperial’s Crater Lake ScandiumRare Earth-Niobium-Tantalum project have all succeeded in enhancing our enterprise value. Current plans are to complete drill evaluation of the numerous targets that our exploration crews have defined on the properties. Delivering resource estimates and financial assessments of some or all of these projects will be our ultimate corporate objective for the near future.

Of note is the strong interest expressed by Canadian Federal and Provincial Governments to support development of Critical Mineral assets across Canada. This renewed enthusiasm was the result of the recent signing of the Canada-United States Joint Action Plan on Critical Minerals Collaboration. It highlights that Canada and the United States share a mutual interest in improving critical mineral security and ensuring the future competitiveness of Canadian and U.S. minerals industries. This agreement is anticipated to result in greater support for the development of critical mineral projects, such as Crater Lake, and the establishment of a strong North American mineto-market supply chain to serve the automotive, aerospace, defense and fuel cell industries.

With all of these developments and initiatives, I can’t be more than excited about Imperial’s future. Please join me in enjoying the ride.

Peter J. Cashin President and Chief Executive Officer Imperial Mining Group Ltd.

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