Mkango Resources Limited — Proxy Solicitation & Information Statement 2021

Sep 10, 2021

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

MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2 ADD3 ADD4 SG349

Holder Reference Number

C1234567890

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Form of Instruction - Annual General and Special Meeting to be held on 6 October 2021

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@ To View the Annual Report and Notice of Meeting online visit:
www.mkango.ca
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To be effective, all forms of instruction must be lodged at the offi ce of the Depositary at: Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 01 October 2021 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 specifi c 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 !UKALLDITeam2@computershare.co.uk

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 01 October 2021. 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

C1234567890

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

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I/We hereby instruct the Custodian “Computershare Company Nominees Limited” to vote on my/our behalf at the Annual General and Special Meeting of the Company to be held at the Toronto offi ces of Fasken Martineau DuMoulin LLP, Bay Adelaide Centre, 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6, on 06 October 2021 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

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

2. Election of Directors

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For Again	For Again	For Again
For Withho

1. William Dawes

03. Alexander Lemon

1. Stephen Motteram

2. Susan Muir

06. Shaun Treacy

		For		Withhold
		For		Against
		For		Against
		For		Against
		For		Against
		For		Against
		For		Against

3. Appointment of Auditors

To appoint BDO LLP as auditors of the Company for the ensuing year and authorizing the directors to fi x their remuneration.

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 defi ned in the Circular), the issuance of the Consideration Shares (as defi ned in the Circular) and the creation of a new “control person” and effective change of control of the Corporation.

5. Placement Shares (Linfi eld)

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 defi ned in the Circular) to Mr. Derek Linfi eld, 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 defi ned in the Circular).

8. EMI Plan 9. RSU 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 defi ned in the Circular).

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 defi ned in the Circular).

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

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 offi cial whose capacity should be stated, or by an attorney.

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