East Africa Metals : EAM 2021 Information Circular

Notice of Annual and Special Meeting of Shareholders

and

Management Information Circular

For Meeting to be held on December 17, 2021

Dated: November 5, 2021

EAST AFRICA METALS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the holders of common shares of East Africa Metals Inc. (the "Company") will be held at Suite 1080 - 789 West Pender Street, Vancouver, British Columbia, on December 17, 2021 at 10:00 a.m. (Vancouver time) for the following purposes:

1. To receive and consider the Company's audited consolidated financial statements and management's discussion and analysis of the Company for the year ended December 31, 2020, together with the report of the auditors thereon;
2. To elect the directors of the Company for the ensuing year;
3. To re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and authorize the directors to fix their remuneration;
4. To consider and, if deemed appropriate, pass, with or without variation, a resolution to approve an amendment of the Company's stock option plan, as described in the accompanying management information circular;
5. To transact such further or other business as may properly come before the Meeting and any adjournments thereof.

This notice is accompanied by a management information circular, a financial statement request form, and either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders. A copy of the audited consolidated financial statements and management's discussion and analysis of the Company for the year ended December 31, 2020, were previously sent by mail or email to shareholders who requested such documents. Shareholders are able to request to receive copies of the Company's annual and/or interim financial statements and related management's discussion and analysis by marking the appropriate box(es) on the request for financial statements. The audited consolidated financial statements and management's discussion and analysis of the Company for the year ended December 31, 2020, are otherwise available upon request to the Company or they can be found under the Company's profile on SEDAR at www.sedar.comor on the Company's website at www.eastafricametals.com.

The board of directors of the Company has by resolution fixed the close of business on November 5, 2021 as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The board of directors of the Company has by resolution fixed 10:00 a.m. (Vancouver time) on December 15, 2021, or no later than 48 hours before the time of any adjourned meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company's transfer agent.

The Company intends to hold the Meeting in person. However, in view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (PHAC) (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html). In view of the COVID-19 pandemic, the Company encourages shareholders to consider voting their Shares via proxy rather than attending the Meeting in person, particularly if they are experiencing any of the described COVID19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will, subject to the Articles and By-Laws of the Company, be limited to essential personnel and registered Shareholders and proxyholders entitled to attend and vote at the Meeting. The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. The Meeting will be held for the sole purpose of the Particulars of Matters to be Acted Upon at the Meeting and no corporate update or investor presentation will be provided. In the event it is not possible or advisable to hold the Meeting in person or a decision is made to change the date, time or location of the Meeting, the Company will announce, by press release, alternative arrangements for the Meeting as promptly as practicable. The press release will be available under the Company's profile on

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SEDAR (www.sedar.com). If you are planning to attend the Meeting, please check our press releases on SEDAR (www.sedar.com) before attending the Meeting. As always, the Company encourages Shareholders to vote their Shares by proxy not later than (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof.

DATED at Vancouver, British Columbia this 5th day of November, 2021.

By Order of the Board of Directors

"Andrew Lee Smith"

Andrew Lee Smith

Chief Executive Officer

Registered shareholders who are unable to attend the Meeting are requested to complete, date, sign and return their form of proxy in the enclosed envelope. If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

EAST AFRICA METALS INC. 777 Dunsmuir Street, 17th Floor Vancouver, British Columbia V7Y 1K4 Tel: [phone]

Email: [e-mail]

MANAGEMENT INFORMATION CIRCULAR

Unless otherwise stated, the information contained in this management information circular is as of November 5, 2021 and dollar amounts referenced herein are expressed in Canadian dollars, unless otherwise stated.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The Company is providing this management information circular and either a form of proxy for registered shareholders or a voting instruction form for non-registered shareholders (see below under "Non-Registered Shareholders") in connection with management's solicitation of proxies for use at the annual and special meeting (the "Meeting") of holders of common shares (the "Common Shares") of the Company to be held at Suite 1080 - 789 West Pender Street, Vancouver, British Columbia on December 17, 2021 at 10:00 a.m. (Vancouver time) and at any adjournments thereof. References in this management information circular to the Meeting include any adjournment or adjournments thereof. It is expected that the solicitation will be primarily by mail, however, proxies may also be solicited personally by regular employees of the Company and the Company may use the services of an outside proxy solicitation agency to solicit proxies. The costs of solicitation will be borne by the Company.

The Company intends to hold the Meeting in person. However, in view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (PHAC) (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus- infection.html). In view of the COVID-19 pandemic, the Company encourages shareholders to consider voting their Shares via proxy rather than attending the Meeting in person, particularly if they are experiencing any of the described COVID19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will, subject to the Articles of the Company, be limited to essential personnel and registered Shareholders and proxyholders entitled to attend and vote at the Meeting. The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. The Meeting will be held for the sole purpose of the matters to be voted on, see "Particulars of Matters to be Acted Upon", and no corporate update or investor presentation will be provided. In the event it is not possible or advisable to hold the Meeting in person or a decision is made to change the date, time or location of the Meeting, the Company will announce, by press release, alternative arrangements for the Meeting as promptly as practicable. The press release will be available under the Company's profile on SEDAR (www.sedar.com). If you are planning to attend the Meeting, please check our press releases on SEDAR (www.sedar.com) before attending the Meeting. As always, the Company encourages Shareholders to vote their Shares by proxy not later than (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof.

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Completion and Return of Proxies

Completed proxies must be deposited at the office of the Company's registrar and transfer agent, Computershare Investor Services Inc., either at its office at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, unless the Chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Company.

A shareholder desiring to appoint some other person, who need not be a shareholder, to represent him at the Meeting, may do so by inserting such person's name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy at the office of the Company's transfer agent indicated on the enclosed envelope no later than 10:00 a.m. (Vancouver time) on December 15, 2021, or no later than 48 hours before the time of any adjourned meeting (excluding Saturdays, Sundays and holidays).

A shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking 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 shares represented by the proxy submitted by a shareholder will be voted in accordance with the directions, if any, given in the proxy.

A proxy given pursuant to this solicitation may be revoked by an instrument in writing executed by a shareholder or by a shareholder's attorney authorized in writing (or, if the shareholder is a corporation, by a duly authorized officer or attorney) and deposited either at the registered office of the Company (777 Dunsmuir Street, 17th Floor, Vancouver, British Columbia V7Y 1K4) at any time up to and including the last business day preceding the day of the Meeting or with the Chairman of the Meeting on the day of the Meeting prior to its commencement or in any other manner permitted by law.

Only registered shareholders have the right to revoke a proxy in this manner. Non- Registered Shareholders (as defined below) who wish to change their vote must arrange for their Intermediary (as defined below) to revoke the proxy on their behalf.

Exercise of Discretion by Proxies

The persons named in the enclosed form of proxy will vote 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 in favour of the passing of all the resolutions described below. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this management information circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.