Usha Resources Ltd. — Proxy Solicitation & Information Statement 2022

Nov 22, 2022

USHA RESOURCES LTD.

Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on Friday, December 16, 2022

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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
• 1. 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, PT, on Wednesday, December 14, 2022.

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

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

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

• • 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.

this VIF, you may choose one of the two voting methods outlined above to vote 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

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

CONTROL NUMBER

Appointee(s)

I/We being holder(s) of securities of Usha Resources Ltd. (the If you wish to attend in person or appoint OR "Company") hereby appoint: Deepak Varshney, CEO, Secretary and a someone else to attend on your behalf, print your name or the name of your director of the Company, or failing this person, Navin Varshney, a appointee in this space (see Note #3 on director of the Company (the "Management Nominees") reverse).
	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 and Special Meeting of shareholders of the Company to be held at 1150 - 789 West Pender Street, Vancouver, British Columbia on Friday, December 16, 2022 at 11:00 am, PT and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
												For	Against
1. Number of Directors
To set the number of Directors at five (5).
2. Election of Directors	For	Withhold					For	Withhold				For	Withhold
01. Deepak Varshney			02. Navin Varshney						03. David Ellett
04. Leif Smither			05. Adrian Smith
3. Appointment of Auditors												For	Withhold
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. Approve Omnibus Incentive Plan													Against
To approve the adoption of the omnibus incentive plan, comprising 10% rolling stock options and 10% fixed restricted share units, as further described in the Information Circular.
5. Arrangement Resolution													Against
To approve the special resolution set out in Appendix "A" to the accompanying Information Circular regarding the Arrangement Agreement and Plan of Arrangement, as further described in the Information Circular.
For Against
6. Other Business
To transact such other business as may properly come before the Meeting.
Authorized Signature(s) – This section must be completed for your instructions to be executed.						Signature(s)					Date
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.

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