Form of Proxy

TO CONSIDER AND, IF DEEMED APPROPRIATE, TO FIX THE NUMBER OF DIRECTORS OF THE CORPORATION TO BE ELECTED AT THE MEETING AT SIX (6)

ELECTION OF DIRECTOR - DEREK LINFIELD

ELECTION OF DIRECTOR - WILLIAM DAWES

ELECTION OF DIRECTOR - ALEXANDER LEMON

ELECTION OF DIRECTOR - SUSAN MUIR

ELECTION OF DIRECTOR - SHAUN TREACY

ELECTION OF DIRECTOR - PHILIPA VARRIS

TO APPOINT MNP LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION

TO PASS AN ORDINARY RESOLUTION OF DISINTERESTED SHAREHOLDERS, THE FULL TEXT OF WHICH IS SET FORTH IN THE CIRCULAR, TO APPROVE THE AMENDED AND RESTATED STOCK OPTION PLAN (AS DEFINED IN THE CIRCULAR) AMENDING THE EXPIRATION DATE OF OPTIONS BEYOND TEN YEARS, AS FURTHER DESCRIBED IN THE CIRCULAR

TO PASS AN ORDINARY RESOLUTION OF DISINTERESTED SHAREHOLDERS, THE FULL TEXT OF WHICH IS SET FORTH IN THE CIRCULAR, TO APPROVE THE EXTENSION OF THE EXPIRY DATE OF CERTAIN OPTIONS GRANTED UNDER THE STOCK OPTION PLAN, AS FURTHER DESCRIBED IN THE CIRCULAR

TO PASS AN ORDINARY RESOLUTION OF SHAREHOLDERS, THE FULL TEXT OF WHICH IS SET FORTH IN THE CIRCULAR, TO APPROVE THE AMENDED AND RESTATED RSU PLAN (AS DEFINED IN THE CIRCULAR), INCREASING THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE UNDER THE RSU PLAN

TO PASS AN ORDINARY RESOLUTION OF SHAREHOLDERS, THE FULL TEXT OF WHICH IS SET FORTH IN THE CIRCULAR, TO APPROVE EITHER THE EMI PLAN (AS DEFINED IN THE CIRCULAR) OR THE AMENDED AND RESTATED EMI PLAN

TO PASS AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN THE CIRCULAR, TO APPROVE A WAIVER OF REVIEW BY THE TSXV RELATING TO THE CORPORATION'S WHOLLY-OWNED SUBSIDIARY MKANGO RARE EARTHS LIMITED