Usha Resources Ltd. — AGM Information 2021

Sep 2, 2021

USHA RESOURCES LTD.

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General Meeting to be held on Wednesday, September 29, 2021

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. 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 VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in 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, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. 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.

9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

10. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 11:00 am, Vancouver Time, on Monday, September 27, 2021.

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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• Call the number listed BELOW from a touch tone telephone.

1-866-734-VOTE (8683) Toll Free

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To Vote Using the Internet
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• Go to the following web site:

• www.investorvote.com

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointee(s)

I/We being holder(s) of securities of Usha Resources Ltd. (the OR If you wish to attend in person or appoint “Company”) hereby appoint: Deepak Varshney, CEO of the Company, someone else to attend on your behalf, or failing this person, Navin Varshney, a director of the Company (the print your name or the name of your "Management Nominees") appointee in this space (see Note #3 on reverse).

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as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Company to be held via telephone conference on Wednesday, September 29, 2021 at 11:00 am, Vancouver Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	ur appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may y come before the Annual General Meeting of shareholders of the Company to be held via telephone conference on Wednesday, September 29, 2021 at 11:00 am, Vancouver Ti any adjournment or postponement thereof. G RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.	ur appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may y come before the Annual General Meeting of shareholders of the Company to be held via telephone conference on Wednesday, September 29, 2021 at 11:00 am, Vancouver Ti any adjournment or postponement thereof. G RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
1.Num To set 2.Elec 01. De 04. Lei 3.App Re-ap author 4.Re- To re- 5.Oth To tran	ber of Directors the number of Directors at five (5). For A tion of Directors epak Varshney For Withhold 02. Navin Varshney For Withhold 03. David Ellett For W f Smither 05. Adrian Smith ointment of Auditors pointment of Davidson & Company LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year and izing the Directors to fix their remuneration. For W	------- Fold ------- Fold gainst ithhold ithhold gainst gainst
	approve Stock Option Plan approve by ordinary resolution the 10% rolling stock option plan of the Company. For A er Business For A
	sact such other business as may properly come before the Meeting.
	rized Signature(s) – This section must be completed for your ctions to be executed. Signature(s) Date
	thorize you to act in accordance with my/our instructions set out above. I/We hereby any VIF previously given with respect to the Meeting.If no voting instructions are d b d th VIF it th Mt Ni thi VIF ill b td
	e aove, an e appons e anagemen omnees, s w e voe mmended by Management.

Authorized Signature(s) – This section must be completed for your Signature(s) instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management. Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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Date

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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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