Bounty Mining Limited ABN 19 107 411 067

Suite 1002, Level 10

60 Pitt Street, Sydney NSW 2000

T. +61 2 8965 0200 F. +61 2 8965 0214 www.bounty.com.au

NOTICE OF ANNUAL GENERAL MEETING and EXPLANATORY STATEMENT

Date: Thursday 26 November 2015 Time: 11am (Sydney time)

Place: Bounty Mining Limited Corporate Office

Suite 1002, Level 10, 60 Pitt Street, Sydney NSW 2000

2015 Annual Report

A copy of Bounty Mining Limited's Annual Report (including the financial report, directors' report and auditor's report for the year ended 30 June 2015) is accessible on Bounty's website at the following address - http://www.bounty.com.au/investor-centre/annual-reports

As permitted by the Corporations Act, a printed copy of the 2015 Annual Report has been sent only to those Shareholders who have elected to receive a copy.

Notice is hereby given that the Annual General Meeting of the Shareholders of Bounty Mining Limited will be convened at 11 am on Thursday, 26 November 2015, at the offices of Bounty Mining Limited at Suite 1002, Level 10, 60 Pitt Street, Sydney, NSW 2000.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received by the Company at least 48 hours before the commencement of the meeting.

It is the Chairman's intention to vote undirected proxies in favour of all resolutions even though resolution 1 is connected directly with the remuneration of Key Management Personnel.

We encourage shareholders to direct their proxies by marking the 'For', 'Against' or 'Abstain' boxes on the attached proxy form as appropriate.

Please note that voting exclusions apply to certain resolutions. These exclusions are described in detail in the Explanatory Memorandum.

General Business

Financial Statements and Reports

To receive and consider the

• Financial Report;

• Directors' Report; and

• Auditor's Report

for the financial year ended 30 June 2015.

Ordinary Business

To consider, and if thought fit, to pass, with or without modification, the following resolutions:

RESOLUTION 1 - Approval of Remuneration Report (non-binding)

'That the Remuneration Report contained in the 2015 Annual Report be adopted by shareholders.'

RESOLUTION 2 - Re-election of Ms Julie Garland McLellan as a director

'That Julie Garland McLellan, being a director of the Company who retires in accordance with Rule 11.3 of the Company's Constitution and, being eligible, offered herself for re-election, be re-elected as a director.'

RESOLUTION 3 - Subsequent Approval of Shares issued under Listing Rule 7.1

'That the issue of 5,000,000 Shares issued in March 2015 to investors named in the Explanatory Memorandum is approved as a subsequent approval for the purposes of Listing Rule 7.4'.

RESOLUTION 4 - Approval of issue of Shares under Listing Rule 7.1

'That the issue of 3,200,000 Shares to staff members and contractors for no consideration is approved for the purposes of Listing Rule 7.1.'

Other Information

An Explanatory Statement accompanies and forms part of this Notice of Meeting. All Shareholders should read the Explanatory Statement carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

Defined terms in this Notice of Meeting have the meaning given to them in the Explanatory Statement.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Meeting all shares in the capital of the Company will be taken to be held by the persons who held them as registered holders at 11am on 24 November 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Dated this 14th day of October 2015

BY ORDER OF THE BOARD

Eryl Baron

COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the General Meeting of the Company. Amongst other things, this Explanatory Statement provides Shareholders with the information required to be provided to Shareholders by the Corporations Act 2001 and the Official Listing Rules of the ASX Limited (ASX Listing Rules).

The Explanatory Statement sets out an explanation of each of the resolutions to be put to Shareholders. Please ensure that you read the Explanatory Statement in full.

General Business

Receiving Financial Statements & Reports

Section 317 of the Corporations Act 2001 requires that Shareholders have the opportunity to view the annual company and consolidated financial statements and reports of the Directors and the Auditor each and every year. Shareholders should note that the sole purpose of tabling the financial statements of the Company at the Annual General Meeting is to provide Shareholders with the opportunity to ask questions or discuss matters arising from the financial statements at the Meeting. It is not the purpose of the Meeting that the financial statements be accepted, rejected or modified in any way. Further, as it is not required by the Act, no resolution to adopt, receive or consider the Company's financial statements will be put to the members at the Meeting.

In accordance with the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 Bounty makes the annual report available online for all shareholders. The annual report is available at: http://www.bounty.com.au/investor-centre/annual-reports

A hard copy of the annual report is available to all Shareholders who elect to receive it. Shareholders will be given an opportunity to ask questions of the Directors and the Auditor in relation to the financial statements of the Company.

RESOLUTION 1 - Approval of Remuneration Report (non-binding)

Section 250R (2) of the Corporations Act 2001 requires that directors put a resolution to shareholders each and every year that the Remuneration Report is adopted. This report is incorporated in Pages 13 to 15 of the Directors' Report contained in the 2015 Annual Report.

The Directors believe that the Company's remuneration policies and structures as outlined in the Remuneration Report are appropriate for the size of the Company, its business and objectives. The board has not increased directors' fees since March 2010. From July 2013 the Directors accepted a significant reduction in fees and from September 2014 no non-executive directors' fees have been paid. Only one member of staff remains on a part time basis. Other services are provided by contractors on a part time basis.