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Mkango Resources Limited Proxy Solicitation & Information Statement 2020

Sep 15, 2020

10523_rns_2020-09-14_bceff601-3f69-4657-8b22-79cdaeaef232.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: The office of the Depositary Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Holder Reference Number

Form of Instruction - Annual and Special Meeting to be held on 08 October 2020

@ www.mkango.ca

To View the Annual Report and Notice of Meeting online visit:

To be effective, all forms of instruction must be lodged at the office of the Depositary at: Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 05 October 2020 at 09.00 am (UK time).

Explanatory Notes:

1. Please indicate, by placing “X” in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the Resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast, the form will be rejected.

2. The ‘Vote Withhold’ option overleaf is provided to enable you to abstain on any particular Resolution. However, it should be noted that a ‘Vote Withhold’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a Resolution.

3. Any alterations made in this form should be initialled.

4. The completion and return of this form will not preclude a holder from attending the meeting and voting in person. Should the holder, or a representative of that holder wish to attend the meeting and/or vote at the meeting, they must notify the Depositary in writing or email ![email protected]

5. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Depositary Interest Register at close of business on 05 October 2020. Changes to entries on the Depositary Interest Register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6. THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON

Kindly Note: This form is issued only to the addressee(s) and is specific lo the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Computershare Investor Services PLC (the “Depositary”) and the Custodian accept no liability for any instruction that does not comply with these conditions.

All Named Holders

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Form of Instruction

Please use a black pen. Mark with an X X inside the box as shown in this example.

I/We hereby instruct the Custodian “Computershare Company Nominees Limited” to vote on my/our behalf at the Annual and Special Meeting of the Company to be held at the Fasken Martineau DuMoulin LLP, Bay Adelaide Centre, 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6, on 08 October 2020 at 09.00 am (Eastern Time) and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Fixing the Number of Directors

For Against

To consider and, if deemed appropriate, to fix the number of directors of the Corporation to be elected at the meeting at six (6).

2. Election of Directors

For Withhold

  1. Derek Linfield

02. William Dawes

  1. Alexander Lemon

04. Adrian Reynolds

05. Susan Muir

06. Shaun Treacy

3. Appointment of Auditors

For Withhold

To appoint MNP LLP as auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration.

4. Stock Option Plan

For Against

To consider and, if deemed appropriate, to pass an ordinary resolution to re-approve the stock option plan of the Corporation, as more particularly described in the accompanying management information circular (the “Information Circular”).

Signature

Date

/ /

In the case of joint holders, only one holder need sign. In the case of a corporation, the Form of Instruction should be signed by a duly authorised official whose capacity should be stated, or by an attorney.

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