Euro Manganese : Notice of Annual General Meeting/Proxy Form

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NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

EURO MANGANESE INC.

onlyuseNOTICE IS HEREBY GIVEN (the "Notice") that an annual general and special meeting (the "Meeting") of holders (the

"Shareholders") of common shares (including common shares held as CHESS Depositary Interests) of Euro Manganese Inc.

(the "Corporation") will be held online on Friday, February 25, 2022, at 10:00 a.m. (Vancouver time). Registered

Shareholders, as defined in the management information circular of the Corporation dated January 21, 2022 (the

"Circular") accompanying this Notice, and duly appointed proxyholders can attend the Meeting online at

https://meetnow.global/MKQLFJYwhere they can participate, vote, or submit questions during the Meeting's live webcast.

The Meeting is being convened to receive the audited consolidated financial statements of the Corporation for the year ended September 30, 2021, together with the report of the auditors thereon, and to transact the business as more p rticularly described in the Circular, including seeking Shareholder approval, as required under the rules of the Australian Securities Exchange ("ASX"), of the issuance by the Corporation of 17,800,000 common shares of the Corporation ("Shares") pursuant to a non-brokered private placement (the "Placement"), at a price of $0.4775 per Share, to the European Bank for Reconstruction and Development, for aggregate gross proceeds of $8,499,500. At the Meeting, Shareholders will be asked to vote on the following matters:

personal	1)	Election of Directors. Shareholders will be asked to elect directors of the Corporation who will serve until the
	next annual general and special meeting of Shareholders. Information respecting the election of directors may
	be found in the "Particulars of Matters to be Acted Upon - Election of Directors" section of the Circular.
2)	Appointment of the Auditor. Shareholders will be asked to appoint PricewaterhouseCoopers LLP as the auditor
	of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration
	to be paid to the auditor. Information respecting the appointment of auditor may be found in the "Particulars of
	Matters to be Acted Upon - Appointment and Remuneration of Auditors" section of the Circular.
For	3)	Re-Approvalof Stock Option Plan. Shareholders will be asked to re-approve the Corporation's stock option plan
	in accordance with the requirements of the TSX Venture Exchange. Information respecting the approval of the
		stock option plan may be found in the "Particulars of Matters to be Acted Upon - Approval of Stock Option Plan"
		section of the Circular.
	4)	Amendment to the Stock Option Plan. Shareholders will be asked to approve certain amendments to the
		Corporation's stock option plan in accordance with the policies of the TSX Venture Exchange. Information
		respecting the amendments to the stock option plan may be found in the "Particulars of Matters to be Acted
		Upon - Amendments to Stock Option Plan" section of the Circular.

1. Ratification of Issue of Shares under the Placement. Shareholders will be asked to ratify and approve, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issuance of 17,800,000 fully paid Shares at a subscription price of $0.4775 per Share to the European Bank for Reconstruction and Development pursuant to the Placement. Information respecting this issuance of Shares may be found in the "Particulars of Matters to be Acted Upon - Issuance of Shares in Connection with Placement" section of the Circular.
2. Other Business. Shareholders may be asked to consider and transact such other matters that may be brought before the Meeting.

onlyfinancial year ("MD&A") may be viewed online via the System for Electronic Document Analysis and Retrieval at www.sedar.comor on the Corporation's website at www.mn25.ca.

Website Where Meeting Materials are Posted

The Circular, financial statements of the Corporation for the year ended September 30, 2021 ("Financial Statements") and

management's discussion and analysis of the Corporation's results of operations and financial condition for the 2021

useObtaining Paper Copies of Materials

Shareholders may also obtain paper copies of the Circular, Financial Statements and MD&A free of charge upon request to

the Corporation's Corporate Secretary at 709 - 700 West Pender Street, Vancouver, British Columbia V6C 1G8, or by phone at 604-681-1010.

A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the

Corporation by February 21, 2022 to allow sufficient time for Shareholders to receive the paper copies and to return their

proxies or voting instruction forms to Intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory personalholidays in the City of Vancouver, British Columbia) prior to the time set for the Meeting or any adjournments or

postponements thereof.

Voting

The board of directors of the Corporation has fixed the close of business on January 21, 2022 as the record date (the "Record Date") for the purpose of determining Shareholders entitled to receive notice of, and vote at, the Meeting. The failure of any Shareholder to receive notice of the Meeting does not deprive such Shareholder of the right to vote at the Meeting. Only Shareholders of record at the close of business on January 21, 2022 are entitled to vote at the Meeting.

All Shareholders are invited to attend the Meeting online or may be represented by proxy. However, a "beneficial" or "non-registered" Shareholder will not be recognized directly at the Meeting for the purposes of voting common shares r gistered in the name of his/her/its broker. Instead, a beneficial Shareholder may attend the Meeting as proxyholder for a registered Shareholder and vote the common shares in that capacity.

Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders who

are unable to attend the Meeting online, or any adjournments or postponements thereof, are requested to complete, date and sign the form of proxy (registered holders) or voting instruction form (beneficial holders).

For		BY ORDER OF THE BOARD OF DIRECTORS
		(Signed) "John Webster"
		Chairman
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SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

Dated at Vancouver, British Columbia this 21st day of January 2022.

only	EURO MANGANESE INC.
	709 - 700 West Pender Street
	Vancouver, British Columbia V6C 1G8
	Telephone: [phone]
	MANAGEMENT INFORMATION CIRCULAR
	FOR THE ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS
	(Containing Information as at January 21, 2022, unless otherwise stated)
SOLICITATION OF PROXIES
useThis management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the

management of Euro Manganese Inc. (the "Corporation") for use at the annual general and special meeting (the

"Meeting") of shareholders ("Shareholders") of common shares in the capital of the Corporation (the "Shares") personal(including holders of Shares who hold their Shares through CHESS Depositary Interests ("CDIs")), to be held on Friday, February 25, 2022, at the time and place and for the purposes set forth in the accompanying notice of meeting (the

"Notice") or at any adjournment or postponement thereof. It is expected that the solicitation of proxies on behalf of management will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers, employees or agents of the Corporation. The cost of soliciting proxies on behalf of management will be borne by the C rporation. The Corporation may also reimburse brokers and other persons holding Shares in their names or in the name f nominees, for their costs incurred in sending proxy materials to beneficial owners and obtaining their proxies or voting

in tructions.

CHESS Depository Nominees Pty Ltd. ("CDN") is the Shareholder of record for all Shares beneficially owned by holders of CDIs. Holders of CDIs are entitled to receive notice of the Meeting and attend the Meeting and may direct CDN to vote at the Meeting by using the method described in the special voting instructions for CDI holders below. Holders of CDIs are not directly registered Shareholders and must vote through CDN as described below under the heading "Special Voting Instructions for CDI Holders".

ForVOTING AT THE MEETING

Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetnow.global/MKQLFJY.

• Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking "Shareholder" and entering a Control Number or an Invitation Code before the start of the Meeting.

o Registered Shareholders - The 15-digit control number is located on the form of proxy or in the email notification you received.

o Duly appointed proxyholders - Computershare will provide the proxyholder with an Invite Code after the voting deadline has passed.

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OR

Email [e-mail]

Computershare

100 University Avenue

8th Floor Toronto, Ontario M5J 2Y1

• United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

• Registered Shareholders (as defined in this Circular under the heading "Voting at the Meeting") that have a 15-digitcontrol number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare Trust Company of Canada / Computershare Investor Services Inc. ("Computershare") (see details under the heading "Appointment of Proxies"), will be able to vote and submit questions during the Meeting. To do so, please go tohttps://meetnow.global/MKQLFJYprior to the start of the Meeting to login. Click on "Shareholder" and enter your 15-digitcontrol number or click on "Invitation" and enter your Invite Code. Non-RegisteredShareholders (as defined in this Circular under the heading "Non-RegisteredShareholders") who have not appointed themselves to vote at the Meeting, may login as a guest, by clicking on "Guest" and complete the online form.

useIn order to participate online, Shareholders must have a valid 15-digitcontrol number and proxyholders must have r ceived an email from Computershare containing an Invite Code.

Participating at the Meeting

The Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person.

A summary of the information Shareholders will need to attend the online Meeting is provided below. The Meeting will personalbegin at 10:00 a.m. (Vancouver time) on on Friday, February 25, 2022.

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• Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non- Registered Shareholders who have not appointed themselves may attend the Meeting by clicking "Guest" and completing the online form.

Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly onlyappointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting. To register a proxyholder, Shareholders MUST visithttp://www.computershare.com/EuroManganeseby Wednesday, February 23, 2022 by 10:00 A.M. (Vancouver time) and provide Computershare with their proxyholder's contact

i formation, so that Computershare may provide the proxyholder with an Invite code via email.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

Requests for registration must be labeled as "Legal Proxy" and be received no later than Wednesday, February 23, 2022 by 10:00 A.M. (Vancouver time). You may attend the Meeting and vote your Shares at https://meetnow.global/MKQLFJY

during the Meeting. Please note that you are required to register your appointment at www.computershare.com/euromanganese

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• Non-RegisteredShareholders who do not have a 15-digit control number or Invite Code will only be able to attend as a guest which allows them listen to the Meeting however will not be able to vote or submit questions. Please see the information under the heading "Non-Registered Shareholders" for an explanation of why certain Shareholders may not receive a form of proxy.
• If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Voting at the Meeting

useA registered Shareholder of Shares (a "Registered Shareholder"), or a Non- Registered Shareholder who has appointed themselves or a third party proxyholder to represent them at the Meeting, will appear on a list of Shareholders prepared by Computershare, the transfer agent and registrar for the Meeting. To have their Shares voted at the Meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/MKQLFJYprior to the start of the Meeting. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at

http://www.computershare.com/EuroManganeseafter submitting their voting instruction form in order to receive an personalInvite Code (please see the information under the headings "Appointment of Proxies" below for details).

If a Shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted proxy will be disregarded.

APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy (the "Proxy") are representatives of management of the Corporation and are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM/HER ON HIS/HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER MAY STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED OR COMPLETE ANOTHER PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH COMPUTERSHARE, AT ATTENTION: PROXY DEPARTMENT, AT 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, NO LATER THAN 10:00 A.M. (VANCOUVER TIME) ON WEDNESDAY, FEBRUARY 23, 2022, WHICH IS NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING (OR ANY

ForADJOURNMENT OR POSTPONEMENT THEREOF, AS APPLICABLE) (THE "PROXY DEADLINE"). ALTERNATIVELY, A SHAREHOLDER MAY SUBMIT THEIR PROXY PRIOR TO THE PROXY DEADLINE ONLINE AT WWW.INVESTORVOTE.COMBY REGISTERING WITH THE CONTROL NUMBER PROVIDED ON THEIR FORM OF PROXY OR PROXIES MAY BE FAXED TO COMPUTERSHARE AT 1-866-249-7775 (WITHIN NORTH AMERICA) OR 1-416-263-9524 (INTERNATIONAL) OR AS SET OUT IN THE SECTION ABOVE ENTITLED "VOTING AT THE MEETING".

The Proxy must be signed by the Shareholder or by his/her attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer. Only Registered Shareholders (as defined below) are entitled to sign and deposit a Proxy.

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