SouthGobi Resources Ltd. — Proxy Solicitation & Information Statement 2025

May 26, 2025

SouthGobi Resources Ltd.
(the "Company")

Annual and Special Meeting
June 26, 2025 at 6:00 p.m. PT
Dentons Canada LLP, 20th floor – 250 Howe Street, Vancouver, British Columbia, Canada
(the "Meeting")

Voting Instructions – Guidelines and Conditions

The Company is providing you the enclosed proxy-related materials for their securityholder meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form ("VIF") is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.

We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

Voting Instructions and Authority - Notes

1. THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE COMPANY.
2. If you appoint the Management Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendation highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
3. The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the meeting.
4. If internet voting is available, you can provide your voting instructions on the website (see "Internet" section under "Voting Method").
5. To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the securityholders of the Company.
6. This form does not convey any right to vote in person at the meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted. If you want to attend the meeting and vote in person, write your name in the place provided for that purpose on the reverse of this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, contact your advisor.
7. Guidelines for proper execution of the VIF are available at www.stac.ca. Please refer to the Proxy Protocol.

VOTING METHOD
INTERNET	Go to https://www.meeting-vote.com and enter the 13 digit control numbers above
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	TSX Trust Company
BY MAIL: Proxy Department, P.O. Box 721,
Agincourt, ON M1S 0A1
BY HAND: 301 - 100 Adelaide
Street West, Toronto, Ontario,
M5H 4H1
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-800-387-0825 or 416-682-3860
Email: shareholderinquiries@tmx.com

---

TMX

TSX TRUST

VOTING INSTRUCTION FORM ("VIF")

SouthGobi Resources Ltd.
(the "Company")

Annual and Special Meeting
June 26, 2025 at 6:00 p.m. PT
Dentons Canada LLP, 20th floor – 250 Howe Street, Vancouver, British Columbia, Canada

SECURITY CLASS: COMMON
RECORD DATE: May 9, 2025
FILING DEADLINE FOR PROXY: June 24, 2025 at 6:00 p.m. PT

APPOINTEES

The undersigned hereby appoints Eric Lung, whom failing Allison Snetsinger (the "Management Nominees"), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

• SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Appointment of Auditor	FOR	WITHHOLD
To appoint BDO Limited, Certified Public Accountants (Practicing), Hong Kong, as auditors of the Company for the ensuing year at a remuneration to be fixed by the board of directors.	☐	☐
2. Number of Directors	FOR	AGAINST
To consider, and if thought advisable, to pass an ordinary resolution fixing the number of directors of the Company ("Directors") to be elected at the Meeting at eight, as described in the accompanying management proxy circular (the "Management Proxy Circular").	☐	☐
3. Election of Directors	FOR	WITHHOLD
To consider, and if thought advisable, to pass an ordinary resolution to elect Ms. Jin Lan Quan, who has been serving as an independent non-executive Director for more than nine years, as director for the ensuing year.	☐	☐
4. Election of Directors	FOR	WITHHOLD
The Director nominees proposed by management of the Company are:	☐	☐
a) RUIBIN XU	☐	☐
b) CHONGLIN ZHU	☐	☐
c) CHEN SHEN	☐	☐
d) ZHU GAO	☐	☐
e) ZAIXIANG WEN	☐	☐
f) YINGBIN IAN HE	☐	☐
g) JIN LAN QUAN	☐	☐
h) FAN KEUNG VIC CHOI	☐	☐
5. Approval of March 2025 Deferral Agreement	FOR	AGAINST
To consider, and if thought advisable, to pass an ordinary resolution of the Company's disinterested shareholders authorizing and approving the deferral agreement dated March 20, 2025, between JD Zhixing Fund L.P., the Company and certain of its subsidiaries as more fully described in the accompanying management proxy circular ("Management Proxy Circular")	☐	☐
6. Upon any permitted amendment to or variation of any matter identified in the Notice of Meeting.	☐	☐
7. Upon any other matter that properly comes before the Meeting.	☐	☐

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of beneficial owner(s)

Date (MM/DD/YYYY)