Taranis Resources Inc.

14247 West Iliff Avenue

Lakewood, CO, USA 80228-5421

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual General Meeting (the "Meeting") of the shareholders (the "Shareholders") of TARANIS RESOURCES INC. (the "Company") will be held at Suite 1710 - 1177 West Hastings Street, in the City of Vancouver, Province of British Columbia, on Friday, December 29, 2017 at the hour of 10:00 a.m. (local time) for the purposes of:

1. Fixing the number of Directors.

2. Electing Directors for the ensuing year.

3. Appointing an Auditor for the ensuing year, and authorizing the Directors to fix the Auditor’s remuneration.

4. To consider and, if thought advisable, to pass an ordinary resolution approving the renewal of the Company’s Stock Option Plan, as more fully set forth in the Information Circular accompanying this Notice of Meeting.

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

Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of Instrument of Proxy and to return it to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9^th Floor, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof, at which the person named therein purports to vote in respect thereof.

Dated this 23^rd day of November, 2017.

ON BEHALF OF THE BOARD OF DIRECTORS

“John J. Gardiner” John J. Gardiner President and Chief Executive Officer