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PEEL MINING LIMITED ACN 119 343 734

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 2:00pm

DATE: 22nd November 2016

PLACE: 1/34 Kings Park Road, WEST PERTH, WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2.00pm on 20th November 2016.

B US I NE S S O F T HE M E E T I NG

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

   "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2016."

   Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

   Voting Prohibition Statement:

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

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

4. a Closely Related Party of such a member.

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

5. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

6. the voter is the Chair and the appointment of the Chair as proxy:

7. does not specify the way the proxy is to vote on this Resolution; and

8. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

9. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR SIMON HADFIELD

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

   "That, for the purpose of clause 13.2 of the Constitution, Mr Simon Hadfield, a Director, retires by rotation, and being eligible, is re-elected as a Director."

10. RESOLUTION 3 - ADOPTION OF EMPLOYEE OPTION PLAN

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

    "That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Option Plan and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the 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.

    Voting Prohibition Statement:

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

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

12. a Closely Related Party of such a member.

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

13. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

14. the voter is the Chair and the appointment of the Chair as proxy:

15. does not specify the way the proxy is to vote on this Resolution; and

16. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

17. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE - OPTIONS TO EMPLOYEES

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

    "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,000 Options on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the 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.

18. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF SHARES - PLACEMENT

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

    "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 18,700,000 Shares on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the 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.

19. RESOLUTION 6 - ISSUE OF OPTIONS TO RELATED PARTY - MR ROB TYSON

    To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

    "That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,000,000 Options to Mr Rob Tyson (or his nominee) under the Company's Incentive Option Plan on the terms and conditions set out in the Explanatory Statement."

    ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Tyson (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the 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.

    Voting Prohibition Statement:

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

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

21. a Closely Related Party of such a member.

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

22. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

23. the voter is the Chair and the appointment of the Chair as proxy:

24. does not specify the way the proxy is to vote on this Resolution; and

25. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

26. RESOLUTION 7 - ISSUE OF OPTIONS TO RELATED PARTY - MR SIMON HADFIELD

    To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

    "That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 500,000 Options to Mr Simon Hadfield (or his nominee) under the Company's Incentive Option Plan on the terms and conditions set out in the Explanatory Statement."

    ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Hadfield (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the 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.

    Voting Prohibition Statement:

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

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

28. a Closely Related Party of such a member.

29. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

30. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

31. the voter is the Chair and the appointment of the Chair as proxy:

32. does not specify the way the proxy is to vote on this Resolution; and

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