ANTIPA MINERALS LIMITED — Proxy Solicitation & Information Statement 2018

May 31, 2018

ANTIPA MINERALS LTD

ACN 147 133 364

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11.30 AM DATE : Wednesday, 4 July 2018 PLACE : Level 2, 16 Ord Street 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 5pm (WST) on 2 July 2018.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1

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 145,980,000 Shares to clients of the JLMs on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1A

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 117,020,000 Shares to clients of the JLMs on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

3. RESOLUTION 3 – AUTHORISE ISSUE OF SHARES TO SPROTT

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

“That, in accordance with ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue 6,445,140 Shares each at an issue price of $0.012 to raise $77,341.68 to Sprott on the terms and conditions outlined in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or 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.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO NOMINEES OF JOINT LEAD MANAGERS

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 20,000,000 Options with an exercise price of $0.017 each expiring three (3) years from the date of issue to nominees of the JLMs of the Placement and Entitlements Issue on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO BACCHUS CAPITAL

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 10,000,000 Options with an exercise price of $0.031 each expiring on 17 January 2021 to Bacchus Capital on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

Dated: 1 June 2018 By order of the Board

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Simon Robertson Company Secretary

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9481 1103 .

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

1.1 General

• On 21 May 2018, the Company announced details of a capital raising comprised of the following components:

• (a) a placement of up to 263,000,000 Shares at an issue price of $0.012 per Share to institutional and sophisticated investors to raise up to $3,156,000 pursuant to Listing Rules 7.1 and 7.1A (Resolutions 1 and 2); and

• (b) a placement of up to 6,445,140 Shares at an issue price of $0.012 per Share to Sprott to raise up to $77,341.68 ( Sprott Placement ) (Resolution 3),

(together the Placement ); and

• (c) a non-renounceable pro-rata entitlements issue on the basis of one (1) share for every four (4) shares held by Shareholders registered at 5.00pm (WST) on the record date at an issue price of $0.012 per share to raise up to approximately $4.3 million (before costs), underwritten by the JLMs up to $2.7 million ( Entitlements Issue ]. The JLMs have the right to place any shortfall not subscribed for pursuant to the underwriting.

The Company has jointly engaged the services of Discovery Capital Partners (AUS) Pty Ltd (ACN 624 661 070) a licensed securities dealer AFSL 500223 and Hartleys Limited (ACN 104 195 057) a licensed securities dealer AFSL 230052 ( JLMs ) as joint lead managers to the Placement and Entitlements Issue and partial joint underwriters of the Entitlements Issue.

The initial component of the Placement of 263,000,000 Shares pursuant to the Listing Rules 7.1 and 7.1A was issued on 25 May 2018 to clients of JLMs which raised $3,156,000 before costs.

117,020,000 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 22 November 2017 and 145,980,000 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

1.2 Resolution 1 – ASX Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.3 Resolution 2 – ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period the approval is valid

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a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

• (a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

• (b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue the subject of Resolution 2, the base figure (ie variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

1.4 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2.

• (a) 263,000,000 Shares were issued on the following basis:

• (i) 145,980,000 Shares issued pursuant to ASX Listing Rule 7.1; and

• (ii) 117,020,000 Shares issued pursuant to ASX Listing Rule 7.1A;

• (b) the issue price was $0.012 per Share under both the issue of Shares pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to institutional and sophisticated investor clients of the JLMs. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue were used to further evaluate exploration of the Company’s 100% owned projects in the Paterson region of Western Australia and provide general working capital.

2. RESOLUTION 3 – AUTHORISE ISSUE OF SHARES TO SPROTT

2.1 General

As set out in Section 1.1 above, the Company announced on 21 May 2018, the Placement, which includes up to 6,445,140 Shares to raise up to $77,341.68.

The Sprott Placement was agreed subject to Shareholder approval, where upon Shareholder approval being received the Company will issue 6,445,140 Shares to Sprott at an issue price of $0.012 per Share to raise $77,341.68.

ASX Listing Rule 7.1 requires Shareholder approval for the Sprott Placement. A summary of ASX Listing Rule 7.1 is set out in Section 1.2 above.

The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Sprott Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

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• (a) The maximum number of Shares to be issued is 6,445,140;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the issue price will be $0.012 per Share;

• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Shares will be issued to Sprott. The subscriber will not be a related party of the Company; and

• (f) the Company intends to use the funds raised from the Sprott Placement towards further evaluate exploration of the Company’s 100% owned project in the Paterson region of Western Australia and provide general working capital.

3. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO NOMINEES OF JOINT LEAD MANAGERS

3.1 General

As part of the consideration for the JLMs acting as joint lead managers of the Placement and Entitlements Issue and for partially underwriting the Entitlements Issue, the Company has agreed to issue a total of 20,000,000 Options (exercisable at $0.017 each on or before that date which is three years from the date of issue) equally between the JLM or their nominees.

The Options will be issued to nominees of the JLMs between the date of this Notice and the date of the Meeting, this Resolution 4 therefore seeks ratification pursuant to ASX Listing Rule 7.4 for the issue of the 20,000,000 Options.

Summaries of ASX Listing Rules 7.1 and 7.4 are set out in Section 1.2 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.4

On the basis that the issue of the Options takes place between the date of the Notice and the date of the Meeting, pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:

• (a) 20,000,000 Options were issued;

• (b) the Options were issued for nil cash consideration to nominees of the JLMs for the JLMs acting as joint lead managers of the Placement and Entitlements Issue and for partially underwriting the Entitlements Issue.

• (c) the Options were issued on the terms and conditions set out in Schedule 1;

• (d) 10,000,000 Options were issued to nominees of Discovery Capital (AUS) Pty Ltd and 10,000,000 Options were issued to nominees of Hartleys Limited. None of these nominees are related parties of the Company; and

• (e) no funds were raised from this issue as the Options were issued in consideration for the JLMs acting as joint lead managers of the Placement and Entitlements Issue and for partially underwriting the Entitlements Issue.

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4. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO BACCHUS CAPITAL

4.1 General

On 17 January 2018, as part of the consideration for Bacchus Capital Advisers Limited ( Bacchus Capital ) acting as the Company’s Strategic and Financial Adviser the Company issued a total of 10,000,000 Options (exercisable at $0.031 each on or before 17 January 2021.

The Company seeks ratification pursuant to ASX Listing Rule 7.4 for the issue of the 10,000,000 Options.

Summaries of ASX Listing Rules 7.1 and 7.4 are set out in Section 1.2 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 5:

• (a) 10,000,000 Options were issued;

• (b) the Options were issued for nil cash consideration to Bacchus Capital.

• (c) the Options were issued on the terms and conditions set out in Schedule 2;

• (d) 10,000,000 Options were issued Bacchus Capital which is not a related party of the Company; and

• (e) no funds were raised from this issue as the Options were issued as consideration for Bacchus Capital acting as the Company’s Strategic and Financial Adviser.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Bacchus Capital means Bacchus Capital Advisers Limited.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Antipa Minerals Limited (ACN 147 133 364).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Entitlements Issue means a non-renounceable pro-rata entitlements issue on the basis of one (1) share for every four (4) shares held by Shareholders registered at 5.00pm (WST) on the record date at an issue price of $0.012 per share to raise up to approximately $4.3 million (before costs), underwritten by the JLMs up to $2.7 million.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

JLMs means Discovery Capital Partners (AUS) Pty Ltd and Hartleys Limited.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement has the meaning given to it in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires .

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Sprott means Resource Capital Investment Corp. or its nominees.

Sprott Placement means the placement of 6,445,140 Shares to Sprott on the terms and conditions set out in this Notice.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF JLMS OPTIONS

(a) Entitlement

• Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.017 ( Exercise Price )

• (c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is three (3) years from their date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d)

Exercise Period

• The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

• (e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g)

Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

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(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

The holders of an Option may only participate in new issues of securities to holders of ordinary shares in the Company if the Option has been exercised and Shares issued in respect of the Option before the record date for determining entitlements to the issue.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – TERMS AND CONDITIONS OF BACCHUS CAPITAL OPTIONS

(m) Entitlement

• Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

• (n) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.031 ( Exercise Price )

• (o) Expiry Date

• Each Option will expire at 5:00 pm (WST) on 17 January 2021. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(p) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(q) Timing of issue of Shares on exercise

If the Company’s Shares are quoted on ASX, the Company will:

• (iv) on the date that the Shares are allotted pursuant to the exercise of the Options, apply for quotation of all Shares allotted;

• (v) on the date that the Shares are allotted pursuant to the exercise of the Options and in relation to the allotted Shares, give to the ASX a written notice in accordance with section 708A(5)(e) of the Corporations Act and which complies with the requirements of section 708A(6) of the Corporations Act; an; and

• (vi) perform such other acts or take such other actions to ensure the Shares that are allotted pursuant to the exercise of the Options are quoted by the ASX and freely tradeable.

(r) Shares issued on exercise

• Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• (s) Quotation

The Options will not be listed for official quotation on the ASX.

(t) Reorganisation of capital

If prior to the Expiry Date there is a reorganisation of the issued capital of the Company, the rights of a holder of Options will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

(u) Participation in new issues

The holders of an Option may only participate in new issues of securities to holders of ordinary shares in the Company if the Option has been exercised and Shares issued in respect of the Option before the record date for determining entitlements to the issue.

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(v) Change in exercise price

There will be no change to the exercise price of the Options or the number of Shares over which an Option is exercisable in the event of the Company making a pro rata issue of shares or other securities to the holders of ordinary shares in the Company (other than a bonus issue).

(w) Bonus Issue

If there is a bonus issue (“Bonus Issue”) to the holders of ordinary Shares in the Company, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (“Bonus Shares”). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other Shares of that class on issue as the date of issue of the Bonus Shares.

(x) Transferability

The Options are transferable provided the transfer complies with section 707(3) of the Corporations Act.

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Lodge your vote:

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Online:

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Antipa Minerals Ltd ABN 79 147 133 364

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

AZY

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Proxy Form

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 For your vote to be effective it must be received by 11:30am (WST) Monday, 2 July 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

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Proxy Form

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I/We being a member/s of Antipa Minerals Ltd hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Antipa Minerals Ltd to be held at Level 2, 16 Ord Street, West Perth, Western Australia on Wednesday, 4 July 2018 at 11:30am (WST) and at any adjournment or postponement of that meeting.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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Resolution 1 Ratification of prior issue of Placement Shares under Listing Rule 7.1 Resolution 2 Ratification of prior issue of Placement Shares under Listing Rule 7.1A Resolution 3 Authorise issue of Shares to Sprott Resolution 4 Ratification of prior issue of Options to nominees of Joint Lead Managers Resolution 5 Ratification of prior issue of Options to Bacchus Capital

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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