Newton Resources Ltd — Proxy Solicitation & Information Statement 2017

May 22, 2017

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1231)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 15 JUNE 2017

I/We,[(Note 1)]

of

being the registered holder(s) of[(Note 2)] HEREBY APPOINT the Chairman of the meeting[(Note 3)] or of

shares of HK$0.10 each in the share capital of Newton Resources Ltd (the “ Company ”)

as my/our proxy to attend and vote for me/us and on my/our behalf on the resolution as directed below or, if no such indication is given, as my/our proxy thinks fit at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Meeting Room S428 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 15 June 2017 at 11:45 a.m. (and at any adjournment thereof).

Please put a “✓” in the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note 4)] .

ORDINARY RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
To approve the Master Purchase Agreement (as defined and described in the circular of the Companydated 23 May 2017 (the “Circular”)) entered into between SCIT Trading Limited (“SCIT”) as supplierand the Company (for itself and as trustee for the benefits of its subsidiaries) as purchaser on 25April 2017 in relation to the purchase of iron ore by the Company and its subsidiaries from SCIT, thetransactions contemplated thereunder and the Annual Caps (as defined and described in the Circular), andto approve, confirm and ratify the entering into of the Master Purchase Agreement by a director of theCompany (“Director”) for and on behalf of the Company on 25 April 2017; and to authorise any Directoror any person authorised by the Directors to do and execute all such acts, matters, deeds, documents andthings as he/she may in his/her absolute discretion consider necessary or desirable for or in connectionwith the implementation of the Master Purchase Agreement and all transactions and other matterscontemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendmentor supplement to any of the provisions of the Master Purchase Agreement which is in his/her opinion notof a material nature and to effect or implement any other matters referred to in this resolution.

Date:

Signature[(Note 5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the EGM may appoint more than one proxy (who must be an individual), if he is the holder of two or more shares, to attend and vote on his behalf at the EGM, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must attend the relevant meeting in person. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to a resolution put to the EGM for which this form of proxy is given and any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. at or before 11:45 a.m. on Tuesday, 13 June 2017 (Hong Kong time)) or any adjournment thereof.

8. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the EGM if you so wish and in such event, this form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“ PDPO ”), which includes but not limited to your name, mailing address, contact telephone number, e-mail address, and/or your choice. Your Personal Data provided in this form will be used in connection with processing your request for obtaining printed copy of the relevant Corporate Communication(s). Your supply of Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your Personal Data. Your Personal Data may be disclosed or transferred by the Company to the Company’s Share Registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose. You have the right to request access to and/or correction of your Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing by the following means:

By mail to: Personal Data Privacy Officer Tricor Investor Services Limited Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong