MITHRIL RESOURCES LIMITED ACN 099 883 922

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting

26 November 2015

Time of Meeting

9:30 am (Adelaide time)

Place of Meeting HLB Mann Judd 169 Fullarton Road

DULWICH SA 5065

NOTICE OF ANNUAL GENERAL MEETING

MITHRIL RESOURCES LIMITED ACN 099 883 922

Notice is hereby given that the Annual General Meeting of shareholders of Mithril Resources Limited (Company) will be held at HLB Mann Judd, 169 Fullarton Road, Dulwich, South Australia at 9:30 am (Adelaide time) on 26 November 2015.

Ordinary Business

To consider the Financial Statements for the financial year ended 30 June 2015 and accompanying reports of the Directors and Auditor.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution:

'That the Company adopt the Remuneration Report for the year ended 30 June 2015 as set out in the Company's Annual Report for the year ended 30 June 2015.'

Resolution 2: Re-election of Graham Ascough as Director

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution:

'That Mr Graham Ascough, having voluntarily retired in accordance with Listing Rule 14.4 and rule

6.1 of the Company's Constitution and being eligible, and offering himself, for re-election, is re- elected as a Director with effect immediately following the conclusion of the meeting.'

Resolution 3: Approval of 10% Placement Facility

To consider and, if thought fit, pass, with or without amendment, the following resolution as a special resolution:

'That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.'

Resolution 4: Approval of Employee Share Option Plan

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution:

'That, for the purpose of Listing Rule 7.2, Exception 9 and all other purposes, the Company approves the issue of securities under the incentive option scheme for employees known as 'Mithril Resources Ltd Employee Share Option Plan', the rules of which are annexed as Annexure A to the Explanatory Memorandum, as an exception to Listing Rule 7.1.'

Resolution 5: Subsequent Approval of the Issue of 25,555,558 Shares

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution:

'That for the purpose of Listing Rule 7.4 and for all other purposes, subsequent approval is given to the issue by the Company of 25,555,558 fully paid ordinary shares on the terms and conditions set out in the Explanatory Memorandum.'

DATED 23 OCTOBER 2015 BY ORDER OF THE BOARD

MITHRIL RESOURCES LIMITED

DONALD STEPHENS COMPANY SECRETARY

NOTES:

1. Explanatory Memorandum

   
   

   The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting.

   
   

   Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in both this Notice of Annual General Meeting and the Explanatory Memorandum.

   
   

2. Voting Exclusion Statements

   
   

3. Resolution 1

   
   

   A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

   
   

4. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

   
   

5. a Closely Related Party of such a member.

   
   

   However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

6. the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

   
   

7. the person is the chair of the meeting and the appointment of the chair as proxy:

   
   

   • does not specify the way the proxy is to vote on the resolution; and

     
     

   • expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.




8. Resolution 3

   
   

   The Company will disregard any votes cast on Resolution 3 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person (and any associates of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if Resolution 3 is passed.

   
   

   However, the Company will not disregard a vote if:

   
   

9. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

   
   

10. it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

    
    

11. Resolution 4

12. For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if:

    • the person is either:

      • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

        
        

      • a Closely Related Party of such a member; and

        
        

    • the appointment does not specify the way the proxy is to vote on the Resolution.

      
      

      However, the Company will not disregard a vote if:

      
      

    • the person is the chair of the meeting at which the Resolution is voted on; and

      
      

    • the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

      
      

13. For the purposes of the Listing Rules, the Company will disregard any votes cast on Resolution 4 by any Director of the Company (except one who is ineligible to participate in the Mithril Resources Ltd Employee Share Option Plan) and any associates of that Director of the Company.

    
    

    However, subject always to paragraph (c)(i) above, the Company will not disregard a vote if:

    
    

    • it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

      
      

    • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

      
      

14. Resolution 5

    The Company will disregard any votes cast on Resolution 5 by a person who participated in the issue and an associate of that person.

    
    

    However, the Company will not disregard a vote if:

    
    

15. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

    
    

16. it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

    
    

17. Proxies

    
    

    A shareholder entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the shareholder at the Meeting. A proxy need not be a shareholder. If the shareholder is entitled to cast two or more votes at the Meeting the shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. A form of proxy accompanies this Notice.

    
    

    To record a valid vote, a shareholder will need to take the following steps:

    
    

18. complete and lodge the manual proxy form at the share registry of the Company, Computershare Investor Services Pty Limited:

19. by post at the following address:

    
    

    Computershare Investor Services Pty Limited GPO Box 242

    MELBOURNE VIC 3001 OR

20. by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

    
    

21. for Intermediary Online subscribers only (custodians), cast the shareholder's vote online by visiting www.intermediaryonline.com,




so that it is received no later than 9:30 am (Adelaide time) on 24 November 2015.




Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on either or both of Resolutions 1 and 4 even though they are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on either or both of Resolutions 1 and 4 by marking the appropriate box on the proxy form.




The chair intends to vote undirected proxies in favour of each item of business.




22. 'Snap Shot' Time

    
    

    The Company may specify a time, not more than 48 hours before the Meeting, at which a 'snap- shot' of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the Meeting. The Directors have determined that all shares of the Company that are quoted on ASX as at 7:00 pm (Adelaide time) on 24 November 2015 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the shares at that time.

    
    

23. Corporate Representative




Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

EXPLANATORY MEMORANDUM




This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of shareholders of Mithril Resources Limited to be held on 26 November 2015. This Explanatory Memorandum is to assist shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.




Other than the information set out in this Explanatory Memorandum, the Directors believe that there is no other information that could reasonably be required by shareholders to consider Resolutions 1 to 5 (inclusive).




1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

   
   

   The Annual Report for the year ended 30 June 2015 contains a Remuneration Report which sets out the remuneration policy of the Company.

   
   

   An electronic copy of the 2015 Annual Report is available to download or view on the Company's website at www.mithrilresources.com.au/annualreports.php The 2015 Annual Report has also been sent by post to those shareholders who have previously elected to receive a hard copy.

   
   

   Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company's remuneration policy.

   
   

   Section 250R(4) of the Corporations Act prohibits a vote on this resolution being cast (in any capacity) by or on behalf of any of the following persons:

   
   

2. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

   
   

3. a Closely Related Party of such a member.

   
   

   However, under section 250R(5) of the Corporations Act a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

   
   

4. the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

   
   

5. the person is the chair of the meeting and the appointment of the chair as proxy:

   
   

6. does not specify the way the proxy is to vote on the resolution; and

   
   

7. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.




Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy

you can direct the chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form.




The chair intends to vote undirected proxies in favour of Resolution 1. Resolution 1 is an ordinary resolution.

Please also note that under sections 250U and 250V of the Corporations Act, if at two consecutive annual general meetings of a listed company at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the report, at the second of these annual general meetings there must be put to the vote a resolution that another meeting be held within 90 days at which all directors (except the managing director) who were directors at the date the remuneration report was approved at the second annual general meeting must stand for re-election. So, in summary, shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives 'two strikes'. The Remuneration Report did not receive a 'first strike' at the Company's 2014 annual general meeting.




8. RESOLUTION 2: RE-ELECTION OF GRAHAM ASCOUGH AS DIRECTOR

   
   

   In accordance with Listing Rule 14.4 and rule 6.1 of the Constitution at every annual general meeting one third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one third (excluding those who retire under rule 9.2 of the Constitution) must retire from office and are eligible for re-election. Accordingly, Mr Graham Ascough retires as a Director of the Company and, being eligible, offers himself for re-election.

   
   

   A resume for Mr Ascough follows:

   
   

   Graham Ascough, BSc, PGeo (Chairman, Non-Executive Director)

   
   

   Graham Ascough is a senior resources executive with more than 25 years of industry experience evaluating mineral projects and resources in Australia and overseas. He has had broad industry involvement ranging from playing a leading role in setting the strategic direction for significant country-wide exploration programs to working directly with mining and exploration companies.

   
   

   Mr Ascough is a geophysicist by training and was the Managing Director of Mithril Resources Ltd from October 2006 until June 2012. Prior to joining Mithril in 2006, Mr Ascough was the Australian Manager of Nickel and PGM Exploration at the major Canadian resources house, Falconbridge Ltd (acquired by Xstrata Plc in 2006).

   
   

   Mr Ascough is also Non-Executive Chairman of ASX listed Musgrave Minerals Ltd, Phoenix Copper Ltd and Avalon Minerals Ltd. He is a member of the Australian Institute of Mining and Metallurgy and is a Professional Geoscientist of Ontario, Canada. He has also been a Director of Reproductive Health Science Ltd and Aguia Resources Ltd in the last 3 years. He is also a member of the Company's audit committee.

   
   

   Resolution 2 is an ordinary resolution.

   
   

   The Directors (other than Mr Ascough) recommend that shareholders vote in favour of Resolution 2.

   
   

   The chair intends to vote undirected proxies in favour of Resolution 2.

9. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY




1. General

   
   

   Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued ordinary share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the eligible entity's 15% placement capacity under Listing Rule 7.1.

   
   

   An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

   
   

   The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

   
   

   The exact number of Equity Securities which may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 3.2(c)).

   
   

2. Description of Listing Rule 7.1A

   
   

3. Shareholder approval

   
   

   The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

   
   

4. Equity Securities

   
   

   Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

   
   

   The Company, as at the date of the Notice, has on issue the following classes of Equity Securities:

   
   

   • ordinary shares quoted on ASX

     
     

   • options not quoted on ASX

     
     

5. Formula for calculating 10% Placement Facility

   
   

   Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 10% Placement Period (refer to section 3.2(f)), a number of Equity Securities calculated in accordance with the following formula:

   
   

   (A x D) - E

   
   

   Where:

   
   

   A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement:

   
   

   • plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

   • plus the number of partly paid ordinary shares that became fully paid in the 12 months;

     
     

   • plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rules 7.1 and 7.4;

     
     

   • less the number of fully paid ordinary shares cancelled in the 12 months.

   
   

   (Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.)

   
   

6. is 10%

   
   

7. is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.




8. Listing Rule 7.1 and Listing Rule 7.1A

   
   

   The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.l.

   
   

   At the date of this Notice, the Company has on issue 498,598,877 ordinary shares and therefore has a capacity to issue:

   
   

9. subject to shareholder approval being obtained under Resolution 5, 74,789,831 Equity Securities under Listing Rule 7.1; and

   
   

10. subject to shareholder approval being obtained under Resolution 3, 49,859,887 Equity Securities under Listing Rule 7.1A.




The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 3.2(c)).




11. Minimum Issue Price

    
    

    The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

    
    

12. the date on which the price at which the Equity Securities are to be issued is agreed; or

    
    

13. if the Equity Securities are not issued within five Trading Days of the date referred to in section 3.2(e)(i), the date on which the Equity Securities are issued.




14. 10% Placement Period

    
    

    Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

15. the date that is 12 months after the date of the annual general meeting at which the approval is obtained; and

    
    

16. the date of the approval by shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),




(10% Placement Period).




17. Listing Rule 7.1A

    
    

    The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period in addition to using the Company's 15% placement capacity under Listing Rule 7.1.

    
    

    Resolution 3 is a special resolution and therefore requires approval of at least 75% of the votes cast by shareholders entitled to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) on the Resolution.

    
    

18. Specific information required by Listing Rule 7.3A

    
    

    Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows to the extent that such information is not disclosed elsewhere in this Explanatory Memorandum:

    
    

19. The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities in the same class over the 15 Trading Days on which trades in that class were recorded immediately before:

    
    

20. the date on which the price at which the Equity Securities are to be issued is agreed; or

    
    

21. if the Equity Securities are not issued within five Trading Days of the date in section 3.4(a)(i), the date on which the Equity Securities are issued.




22. There is a risk that:

    
    

23. the market price for the Company's Equity Securities in the same class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

    
    

24. the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities in the same class on the issue date,




which may have an effect on the amount of funds raised by the issue of the Equity Securities.




The table below shows the risk of voting dilution of existing shareholders on the basis of the current market price of shares and the current number of ordinary shares for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.




The table also shows:




1. two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary shares the Company

   has on issue. The number of ordinary shares on issue may increase as a result of issues of ordinary shares that do not require shareholder approval (for example, a pro rata entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a future shareholders' meeting; and

   
   

2. two examples of where the issue price of ordinary shares has decreased by 50% and increased by 100% as against the current market price.




Variable 'A' in formula in Listing Rule 7.1A.2	Issue Price
	$0.002 50% decrease in issue price	$0.004 issue price	$0.008 100% increase in issue price
Current Variable 'A' 498,598,877 shares	10% voting dilution	49,859,887 shares	49,859,887 shares	49,859,887 shares
	Funds raised	$99,720	$199,440	$398,879
50% increase in current Variable 'A' 747,898,315 shares	10% voting dilution	74,789,831 shares	74,789,831 shares	74,789,831 shares
	Funds raised	$149,580	$299,159	$598,319
100% increase in current Variable 'A' 997,197,754 shares	10% voting dilution	99,719,775 shares	99,719,775 shares	99,719,775 shares
	Funds raised	$199,440	$398,879	$797,758




The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

  
  

• No current options are exercised into shares before the date of the issue of the Equity Securities.

  
  

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

  
  

• The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements pursuant to the 10% Placement Facility, based on that shareholder's holding at the date of the Meeting.

  
  

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A and no other issues of Equity Securities.