Mongolia Growth Group Ltd. — Proxy Solicitation & Information Statement 2021

May 5, 2021

MONGOLIA GROWTH GROUP LTD. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 10, 2021

To the holders of Common Shares:

Notice is hereby given that the annual and special meeting of the holders (the “Shareholders” ) of common shares ( “Common Shares” ) of Mongolia Growth Group Ltd. (the “Corporation” ) will be held at 1000 5th St., Suite 200, Miami Beach, Florida 33139, on June 10, 2021 at 4:00 p.m. (Eastern time) and at any or all adjournments thereof (the “Meeting” ), for the following purposes:

1. to receive the audited statements of the Corporation for the year ended December 31, 2020 and the auditors’ report thereon;

2. to consider, and if thought fit, to fix the number of directors of the Corporation for the ensuing year, or as otherwise authorized by the Shareholders, at five (5) members;

3. to elect the directors of the Corporation;

4. to approve the appointment of Davidson & Company LLP as auditors of the Corporation for the ensuing year at such remuneration as may be fixed by the board of directors (the “Board” );

5. to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The nature of the business to be transacted at the Meeting and the specific details of the matters proposed to be put to the Meeting are described in further detail in the information circular of the Corporation dated April 26, 2021 accompanying this Notice.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is April 26, 2021. Shareholders of the Corporation whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of his Common Shares after such date and the transferee of those Common Shares establishes that he owns the Common Shares and requests, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

Management is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof in person and who wish to ensure that their Common Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Management Information Circular of the Corporation dated May 3, 2021 accompanying this Notice, and mail it to or deposit it with:

Computershare Investor Services Inc. 100 University Ave., 8th Floor Toronto, ON M5J 2Y1 Tel: 1 800 564 6253

For the proxy to be valid, the duly completed and signed form of proxy must be received by not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the Meeting or any adjournment of the Meeting . A Shareholder may appoint as his, her or its proxy a person other than those named in the enclosed form of proxy . That person does not have to be a Shareholder.

MONGOLIA GROWTH GROUP LTD. MANAGEMENT INFORMATION CIRCULAR

Shareholders of the Corporation holding Common Shares registered in the name of a broker or other nominee should ensure that they make arrangements to instruct the broker or other nominee how their Common Shares are to be voted at the Meeting in order for their vote to be counted at the Meeting.

DATED at Calgary, Alberta this 3rd day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF MONGOLIA GROWTH GROUP LTD.

==> picture [105 x 48] intentionally omitted <==

Harris Kupperman CEO and Chairman

MONGOLIA GROWTH GROUP LTD. MANAGEMENT INFORMATION CIRCULAR

2