Mkango Resources Limited — Proxy Solicitation & Information Statement 2021

Sep 10, 2021

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on Wednesday, October 6, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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

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Proxies submitted must be received by 9:00 am, Eastern Time, on Monday, October 4, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site:

www.investorvote.com

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Mkango Resources Ltd. (the “Corporation”) Print the name of the person you are hereby appoint: William Dawes, Chief Executive Officer and Director of the OR appointing if this person is someone Corporation, or failing him, Alexander Lemon, President and Director of the other than the Management Corporation, or failing him, Derek Linfield, Chairman and Director of the Corporation, Nominees listed herein. or failing him, Susan Muir, Director of the Corporation

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders (the “Meeting”) of the Corporation to be held at the Toronto offices of Fasken Martineau DuMoulin LLP, Bay Adelaide Centre, 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6 on Wednesday, October 6, 2021 at 9:00 am, Eastern Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

								For	Against
1. Fixing the Number of Directors To consider and, if deemed appropriate, to fx the number of directors of the Corporation to be elected at the Meeting at six (6).
2. Election of Directors
	For	Withhold		For	Withhold			For	Withhold	Fold
01. Derek Linfeld			02. William Dawes				03. Alexander Lemon
04. Stephen Motteram			05. Susan Muir				06. Shaun Treacy
								For	Withhold
3. Appointment of Auditors To appoint BDO LLP as auditors of the Corporation for the			ensuing year and authorizing the directors to fx their remuneration.
								For	Against

4. Acquisition and Control Person

To pass an ordinary resolution of disinterested Shareholders, the full text of which is set forth in the accompanying management information circular (the “ Circular ”) prepared for the Meeting to approve the Acquisition (as defined in the Circular), the issuance of the Consideration Shares (as defined in the Circular) and the creation of a new “control person” and effective change of control of the Corporation. 5. Placement Shares (Linfield) To pass an ordinary resolution of disinterested Shareholders, the full text of which is set forth in the Circular, to approve the issuance of certain Placement Shares (as defined in the Circular) to Mr. Derek Linfield, Director of the Corporation. 6. Placement Shares (RESOC) To pass an ordinary resolution of disinterested Shareholders, the full text of which is set forth in the Circular, to approve the issuance of Placement Shares to Resource Early Stage Opportunities Company. 7. Amended Option Plan To pass an ordinary resolution of Shareholders, the full text of which is set forth in the Circular, to approve the Amended Option Plan (as defined in the Circular).

8. EMI Plan

To pass an ordinary resolution of Shareholders, the full text of which is set forth in the Circular, to approve the EMI Plan (as defined in the Circular).

9. RSU Plan

To pass an ordinary resolution of disinterested Shareholders, the full text of which is set forth in the Circular, to approve the RSU Plan (as defined in the Circular).

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To transact such other business as may properly be brought before the Meeting or any adjournment thereof

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s) Date MM / DD / YY

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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