SOUTHGOBI RESOURCES LTD. 1100 - 355 Burrard Street, Vancouver, British Columbia V6C 2G8 Tel: (604) 681-6799 P R O X Y This proxy is solicited by the management of SOUTHGOBI RESOURCES LTD. (the "Company") for the Annual Meeting of its shareholders (the "Meeting") to be held on August 6, 2015.

The undersigned hereby appoints, Gordon Lancaster, Interim Chairperson or failing him, Pierre Lebel, Lead Director, or instead of either 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 Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia, on Thursday, August 6, 2015, at 9:00 a.m. local time, and at any adjournments thereof, and directs the nominee to vote or abstain from voting the shares of the undersigned in the manner indicated below:

1. APPOINTMENT OF AUDITORS

To appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Company 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 nominees proposed by management of the Company are:
SCOTT BROUGHTON FOR WITHHOLD TED CHAN FOR WITHHOLD WILSON CHEN FOR WITHHOLD ANDRE DEEPWELL FOR WITHHOLD SAURABH HANDA FOR WITHHOLD GORDON LANCASTER FOR WITHHOLD PIERRE LEBEL FOR WITHHOLD ZHU LIU FOR WITHHOLD

4. AMENDMENT TO EQUITY INCENTIVE PLAN

To consider and, if thought advisable, to pass an ordinary resolution amending the Company's Employees' and Directors' Equity Incentive Plan adopted by the Company on May 11, 2010, and amended on May 17, 2011, (the "Equity Incentive Plan") as described in the accompanying management proxy circular including an increase in the number of shares available under the share bonus plan component of the Equity Incentive Plan from
200,000 to 2,000,000. FOR AGAINST
5. Upon any permitted amendment to or variation of any matter identified in the Notice of Meeting.
6. Upon any other matter that properly comes before the Meeting.
THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.
DATED: , 2015.

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 CST Trust Company, Attention: Proxy Department 1-416- 368-2502 or 1-866-781-3111 or delivered by mail to P.O. Box 721, Agincourt, Ontario, M1S 0A1 or delivered by hand to Suite 1600, The Oceanic Plaza, 1066 Hastings Street, Vancouver, British Columbia, V6E 3X1 or 320 Bay Street, Basement Level (B1), Toronto, Ontario, M5H 4A6, or proxies may be received via e-mail at proxy@canstockta.com (for proxy appointments in English) or procuration@canstockta.com (for proxy appointments in French) and received by CST Trust Company less than 48 hours (excluding Saturdays and holidays) before the time at which the Meeting is to be held, or any adjournment thereof.

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 Meeting for which no instruction is given, and with respect to other matters that may properly come before the Meeting.

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

A shareholder may also request, free of charge, a copy of the relevant information circular by contacting the Corporate Department at 1100 - 355

Burrard Street, Vancouver, British Columbia, Canada V6C 2G8, or at 604-681-

6799 or through the Company's website www.southgobi.com.

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.cstvotemyproxy.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)

distributed by