Usha Resources Ltd. — AGM Information 2020

Oct 22, 2020

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USHA RESOURCES LTD.

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Security Class

Holder Account Number

Form of Proxy - Annual General Meeting to be held on Thursday, November 12, 2020 at 11:00 a.m. PST

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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

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

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

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, this proxy will be voted as recommended by Management.

6. 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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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

Proxies submitted must be received by 11:00 a.m., Vancouver Time on Monday, November 9, 2020

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

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To Vote Using the Telephone
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To Vote Using the Internet
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• Call the number listed BELOW from a touch tone telephone.

• Go to the following web site:

• www.investorvote.com

• Smartphone?

• 1-866-732-VOTE (8683) Toll Free 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 Usha Resources Ltd. (the "Company") hereby OR Print the name of the person you are appoint: Deepak Varshney, CEO of the Company, or failing him, Navin appointing if this person is someone Varshney, a director of the Company, other than the Chairman of the Meeting.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of Usha Resources Ltd. to be held at Suite 804, 750 West Pender Street, Vancouver, British Columbia on Thursday, November 12, 2020 at 11:00 a.m., Vancouver Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors					For	Against
To set the number of Directors at five.
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2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. Deepak Varshney		02. Navin Varshney		03. David Ellett
04. Leif Smither		05. Brian Moore
					For	Withhold
3.Appointment of Auditors
Re-appointment of Davidson & Company LLP, Chartered Professional Accountants as Auditors			of the Company for the ensuing year and
authorizing the Directors to fix their remuneration.
4.Re-approve Stock Option Plan					For	Against
To re-approve by ordinary resolution the 10% rolling stock option plan of the Company.
5.Other Business					For	Against
To transact such other business as may properly come before the Meeting.
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Authorized Signature(s) - This section must be completed for your	Signature(s)	Date
instructions to be executed.
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, this Proxy will be voted as recommended by Management.

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