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AGM Notice of Meeting

EXTERRA RESOURCES LIMITED ABN 26 138 222 705

NOTICE OF GENERAL MEETING AND

EXPLANATORY MEMORANDUM AND

PROXY FORM

Date of Meeting

15 June 2016

Time of Meeting

10:00 am

Place of Meeting

Ground Floor

20 Kings Park Road West Perth WA 6005

EXTERRA RESOURCES LIMITED ABN 26 138 222 705

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Exterra Resources Limited (Company) will be held at Ground Floor, 20 Kings Park Road, West Perth, Western Australia on 15 June 2016 at 10:00 am (Meeting) for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

Resolution 1 - Ratification of Issue of Shares and Options

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 23,809,522 Shares plus 11,904,761 unlisted Options to the parties, for the purposes and on the terms set out in the Explanatory Memorandum and as noted in Annexure A."

Voting Exclusion:

For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their Associates, unless it is cast:

1. by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

2. 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).

Resolution 2 - Ratification of Issue of Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 12,500,000 Shares to the parties, for the purposes and on the terms set out in the Explanatory Memorandum."

Voting Exclusion:

For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their Associates, unless it is cast:

1. by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

2. 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).

   Resolution 3 - Authority to Issue Options

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

   "That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 3,125,000 free attaching Options to the parties that participated in the Share Placement and on the terms and conditions set out in the Explanatory Memorandum and as noted in Annexure C."

   Voting Exclusion:

   For the purposes of Listing Rule 7.3, the Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their Associates, unless it is cast:

3. by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

4. 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).

EXTERRA RESOURCES LIMITED

Notice of General Meeting 15 June 2016

Resolution 4 - Authority to Issue Options

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 3,000,000 Options to Taylor Collision Ltd or their nominees and on the terms and conditions in the Explanatory Memorandum and as noted in Annexure B."

Voting Exclusion:

For the purposes of Listing Rule 7.3, the Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their Associates, unless it is cast:

1. by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

2. 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).

Resolution 5 - Authority to Issue Options

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 2,000,000 Options to Taylor Collision Ltd or their nominees and on the terms and conditions in the Explanatory Memorandum and as noted in Annexure C."

Voting Exclusion:

For the purposes of Listing Rule 7.3, the Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their Associates, unless it is cast:

1. by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

2. 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).

EXTERRA RESOURCES LIMITED

Notice of General Meeting 15 June 2016

The accompanying Explanatory Memorandum forms part of this Notice and should be read in conjunction with it.

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

PROXIES

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• a proxy need not be a member of the Company;

• a member may appoint a body corporate or an individual as its proxy; and

• a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. To be valid, properly completed Proxy Forms must be received by the Company's Share Registry no later than 10:00 am (WST) on 13 June 2016:

1. by post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953; or

2. by facsimile to Security Transfer Registrars Pty Ltd at (08) 9315 2233 (International: +61 8 9315 2233).

VOTING ENTITLEMENTS

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5:00 pm on 13 June 2015. Accordingly, transactions registered after that time will be disregarded in determining Shareholders' entitlements to attend and vote at the General Meeting.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the General 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 or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

By order of the Board.

Dennis Wilkins

Company Secretary

Date: 10 May 2016

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