Securities Law & Instruments

Headnote

National Policy 46-201 Escrow for Initial Public Offerings -- Request for consent to release escrowed shares held by two principals -- escrowed shares held by two principals represent, respectively, less than 1% of the voting rights attached to the issuer's securities immediately after completion of its initial public offering -- No longer any policy reason for these shareholders to hold their shares in escrow -- Consent granted

Applicable Legislative Provisions

National Policy 46-201 Escrow for Initial Public Offerings, s. 7.1.

March 16, 2010

Irwin Lowy LLP
Barristers and Solicitors
130 Adelaide St. W., Suite 2700
Toronto, ON, M5H 3P5

Attention: Andrea James

Dear Ms. James:

Re:
Mukuba Resources Limited (the Applicant) -- Request for approval under National Policy 46-201 Escrow for Initial Public Offerings (NP 46-201) to amend an existing escrow agreement

The Applicant has requested the approval of the securities regulatory authority or regulator in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador to amend an existing escrow agreement among the Applicant, its transfer agent and certain securityholders of the Applicant dated February 4, 2010 (the Escrow Agreement). The Applicant's request for approval is made pursuant to Section 7.1 of NP 46-201 and Section 10.7 of the Escrow Agreement.

This is to advise that, based upon the representations contained in the request for approval correspondence, the Director of the Ontario Securities Commission, as principal regulator, approves of the amendment to the Escrow Agreement whereby the following common shares of the Applicant will be released from escrow:

Mark Mushili
552,852 Common Shares
 
Perhaver Trust
348,297 Common Shares

This letter does not constitute an exemption from the provisions of Canadian securities laws which may require a shareholder to comply with certain terms and conditions prior to or after any sale of its shares.

If you have any questions or require anything further in connection with this matter, please contact Jason Koskela, Legal Counsel at (416) 595-8922 or jkoskela@osc.gov.on.ca.

Yours truly,

"Michael Brown"
Assistant Manager, Corporate Finance Branch
Ontario Securities Commission