SouthGobi Resources : PROXY FORM

SOUTHGOBI RESOURCES LTD.

20th floor ‒ 250 Howe Street, Vancouver, British Columbia, Canada V6C 3R8

Tel: [phone]

P R O X Y

This proxy is solicited by the management of SOUTHGOBI RESOURCES LTD. (the "Company") for the Annual and Special Meeting of its shareholders (the "Meeting") to be held on Tuesday, June 29, 2021.

The undersigned hereby appoints, Mao Sun, Director, or failing him, Allison Snetsinger, Corporate Secretary, or instead of the foregoing, (insert name) __

• as nominee of the undersigned, with full power of substitution, to attend and vote on behalf of the undersigned at the Meeting to be held at the offices of Dentons Canada LLP, 20th floor - 250 Howe Street, Vancouver, British Columbia, on Tuesday, June 29, 2021 at 4:00 p.m. (PST), and at any adjournments or postponements thereof, and directs the nominee to vote or abstain from voting the common shares of the undersigned in the manner indicated below:

1. APPOINTMENT OF AUDITORS

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.

FOR WITHHOLD

2. NUMBER OF DIRECTORS

To consider, and if thought advisable, to pass an ordinary resolution fixing the number of directors to be elected at the Meeting at eight, as described in the accompanying management proxy circular.

FOR AGAINST

3. ELECTION OF DIRECTORS

The Director nominees proposed by management of the Company are:

ZHIWEI CHEN	FOR	WITHHOLD
DALANGUERBAN	FOR	WITHHOLD
JIANMIN BAO	FOR	WITHHOLD
YINGBIN IAN HE	FOR	WITHHOLD
KA LEE KU	FOR	WITHHOLD
BEN NIU	FOR	WITHHOLD
JIN LAN QUAN	FOR	WITHHOLD
MAO SUN	FOR	WITHHOLD

4. EQUITY INCENTIVE PLAN

To consider, and if thought advisable, to pass an ordinary resolution:

(i) reconfirming and approving all unallocated options, rights or other entitlements under the Company's Employees' and Directors' Equity Incentive Plan (the "Equity Incentive Plan") as required under the rules of the Toronto Stock Exchange; and (ii) approving the maximum number of common shares issuable under the Equity Incentive Plan as required under the rules governing the listing of securities on The Stock Exchange of Hong Kong Limited, all as more particularly described in the accompanying Management Proxy Circular dated May 17, 2021.

FOR AGAINST

1. Upon any permitted amendment to or variation of any matter identified in the Notice of Meeting.
2. Upon any other matter that properly comes before the Meeting.

THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.

DATED:, 2021.

Note: If not dated, this proxy is deemed to be dated on the day sent by the Company

Signature of Shareholder

(Please print name here)

NOTES:

A proxy will not be valid unless the completed, signed and dated form of proxy is FAXED to AST Trust Company (Canada), Attention: Proxy Department [phone] or 1-866-781-3111 or delivered by mail to P.O. Box 721, Agincourt, Ontario, M1S 0A1 or proxies may be received via e-mail at [e-mail](for proxy appointments in English) or [e-mail](for proxy appointments in French) and received by AST Trust Company no later than 4:00 p.m. (PST) on Friday, June 25, 2021 (which is 7:00 a.m. (Hong Kong time) on Saturday, June 26, 2021), or 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia, Canada) before any adjournment(s) or postponement(s) of the Meeting.

Any one of the joint holders of a common share may sign a form of proxy in respect of the share but, if more than one of them is present at the Meeting or represented by proxyholder, that one of them whose name appears first in the register of members in respect of the common share, or that one's proxyholder, will alone be entitled to vote in respect thereof. Where the form of proxy is signed by a corporation, either its corporate seal must be affixed or the form should be signed by the corporation under the hand of an officer or an attorney duly authorized in writing.

A shareholder has the right to appoint a person, who need not be a shareholder, to attend and act for the shareholder and on the shareholder's behalf at the Meeting other than either of the nominees designated in this form of proxy, and may do so by inserting the name of that other person in the blank space provided for that purpose in this form of proxy or by completing another suitable form of proxy.

The common shares represented by the proxy will be voted for or against or withheld from voting in accordance with the instructions of the shareholder on any ballot and where a choice with respect to a matter to be acted on is specified, the common shares will be voted on a ballot in accordance with that specification. This proxy confers discretionary authority with respect to matters, identified or referred to in the accompanying Notice of Annual and Special Meeting for which no instruction is given, and with respect to other matters that may properly come before the Meeting.

The management information circular, which contains disclosure relating to the matters to be acted upon can be accessed electronically on the SEDAR website at sedar.com.

A shareholder may also request, free of charge, a copy of the relevant information circular by contacting the Company's Corporate Secretary at 20th floor - 250 Howe Street, Vancouver, British Columbia, Canada V6C 3R8, or at [phone] or through the Company's website SouthGobi.com.

You may also appoint a person other than the persons designated on this form of Proxy by following the instructions provided on the website.

OR Vote by Internet:

To vote by internet, use the internet to transmit your voting instructions and for electronic delivery of information. Have this form of Proxy available when you access the website at www.astvotemyproxy.com. You will be prompted to enter your 13-digit Control Number which is located in the box below. You may also appoint a person other than the persons designated on this form of Proxy by following the instructions provided on the website.

(Please advise the Company of any change of address)