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NOTICE OF GENERAL MEETING

- and -

PROXY FORM

DATE AND TIME OF MEETING:

14 December 2016 at 11.00am WST VENUE:

Level 2 Suite 9, 389 Oxford Street,

Mount Hawthorn, Western Australia 6016

These documents should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

ACN 128 042 606

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting ("Meeting") of Manas Resources Limited ("Manas" or the "Company") will be held on 14 December 2016 commencing at 11.00am WST at Level 2 Suite 9, 389 Oxford Street, Mount Hawthorn, Western Australia 6016.

The enclosed Explanatory Statement accompanies and forms part of this Notice of Meeting.

ORDINARY BUSINESS

AGENDA

To consider and, if thought fit, pass the following resolutions as ordinary resolutions

1. Resolution 1 -Disposal of Interest in Manas Holdings (Kyrgyz) Pty Ltd

   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 11.2 and for all other purposes, approval is given for the disposal by the Company of its interest in the share capital of and loan to Manas Holdings (Kyrgyz) Pty Ltd 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 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. 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.

2. Resolution 2 - Ratification of Share issue

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

   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 189,509,503 Shares in June 2016 on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion applies and is described below

3. Resolution 3 - Ratification of Share issue

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

   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 175,695,831 Shares in June 2016 on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion applies and is described below

4. Resolution 4 - Ratification of Share issue

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

   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 19,498,300 Shares in August 2016 on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion applies and is described below

   Voting Exclusions and Explanatory Notes

   Resolution 2, 3 and 4 Voting Exclusion: The Company will disregard any votes cast on these Resolutions 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.

   How the Chair will vote available proxies

   The Chair of the Meeting intends to vote all available proxies in favour of all of the resolutions set out in the Notice.

   Default to the Chair

   Any directed proxies that are not voted on a poll at the Meeting will automatically default to the Chair of the Meeting, who is required to vote those proxies as directed.

   Registered Shareholders

   A registered shareholder may attend the Meeting in person or may be represented thereat by proxy. In accordance with section 249L of the Corporations Act, shareholders are advised that:

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

   • each shareholder may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion; and

   • a shareholder who is 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. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise half of the votes.

Accordingly, if you are a registered shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy in accordance with the instructions contained in the form and return it in accordance with the following:

Registered Office:

Facsimile Number: Email

LEVEL 2, SUITE 9, 389 OXFORD STREET

MOUNT HAWTHORN, WESTERN AUSTRALIA 6016 (61 8) 9380 6761

[email protected]

Postal Address: P O Box 281, MOUNT HAWTHORN, WESTERN AUSTRALIA 6915

The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the Meeting (proxy forms can be lodged by facsimile or email).

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 7.00pm Sydney time on 12 December 2016 will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

S M Shah Company Secretary 14 November 2016

Perth, Western Australia

MANAS RESOURCES LIMITED (ACN 128 042 606)

1. INTRODUCTION

   EXPLANATORY STATEMENT

   This Explanatory Statement has been prepared for the information of shareholders of Manas Resources Limited ("Manas" or the "Company") in connection with the business to be conducted at a General Meeting to be held on Wednesday, 14 December 2016 at Level 2 Suite 9, 389 Oxford Street, Mount Hawthorn, Western Australia 6016 at 11.00am WST.

   This Explanatory Statement should be read in conjunction with the accompanying Notice.

2. RESOLUTION 1 - Disposal of Interest in Manas Holdings (Kyrgyz) Pty Ltd

Background

On 31 August 2016, the Company announced to ASX that it entered into the Term Sheet for the disposal of its mineral interests in the Kyrgyz Republic (Disposal), primarily comprising the Shambesai Gold Project (SGP).

The Manas Group corporate structure is as follows:

Manas Resources Limited

ACN 128 042 606

(Australia)

100%

Manas Holdings (Kyrgyz) Pty Ltd

ACN 128 052 326

100%

100%

Z Explorer CJSC

(Kyrgyz Republic)

Savoyardy CJSC

(Kyrgyz Republic)

99%

Landmark 1%

CJSC

(Kyrgyz Republic)

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