APOLLO MINERALS LIMITED — AGM Information 2012

Nov 7, 2012

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ABN 96 125 222 924

SUPPLEMENTARY NOTICE OF MEETING FOR ANNUAL GENERAL MEETING TO BE HELD AT 3PM (SYDNEY TIME) ON 30 NOVEMBER 2012 IN THE BOARD ROOM OF MILLS OAKLEY LAWYERS, AT LEVEL 12, 400 GEORGE STREET, SYDNEY, NSW 2000

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, OR OTHER PROFESSIONAL ADVISER. TO BE VALID, FORMS OF PROXY FOR USE AT THE MEETING MUST BE COMPLETED AND RETURNED TO THE COMPANY NO LATER THAN 3PM (SYDNEY TIME) ON 28 NOVEMBER 2012

Apollo Notice of AGM

SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING

Notice was given on 31 October 2012 that the Annual General Meeting of the members of Apollo Minerals Limited (ABN 96 125 222 924) )(“ Company ”) will be held in the Board Room at Mills Oakley Lawyers, Level 12, 400 George Street, Sydney, New South Wales, Australia on 30 November 2012 at 3pm (Sydney Time).

This supplementary notice of Annual General Meeting (“ Supplementary Notice of Meeting ”) and Explanatory Memorandum (“ Supplementary Explanatory Memorandum ”) is supplemental to the notice of Annual General Meeting (“ Original Notice of Meeting ”) and Explanatory Memorandum (“ Original Explanatory Memorandum ”) dated 30 October 2012 and should be read in conjunction with the Original Notice of Meeting and the Original Explanatory Memorandum.

This Supplementary Notice of Meeting and Supplementary Explanatory Memorandum contain important supplementary information to the Original Notice of Meeting and Explanatory Memorandum. In particular, this document contains details of an additional resolution to be put to members at the Annual General Meeting.

Important information regarding the appointment of proxies is set out in the notes at the end of this Supplementary Notice of Meeting. If you have appointed, or intend to appoint, a proxy to vote on your behalf of the Annual General Meeting, you should read this information in full.

Notice is hereby given that the following additional resolution 2A will be put to members at the Annual General Meeting of the Company.

ORDINARY BUSINESS

1 RESOLUTION 2A – RE-ELECTION OF DIRECTOR – RAYMOND XIA

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 9.2 of the Constitution and for all other purposes, Raymond Xia, who was appointed a Director on 1 May 2012, be reelected as a Director of the Company.”

Notes

The Original Notice of Meeting omitted to table a resolution regarding the reelection of a Director, Raymond Xia.

Mr Raymond Xia was appointed a Director of the Company on 1 May 2012, as a casual appointment. Pursuant to rule 9 of the Company’s Constitution, Mr Xia retires at the 2012 Annual General Meeting but, being eligible, offers himself for re-election.

A brief profile of Mr Raymond Xia is set out on page 20 of the 2012 Annual Report of the Company.

Page 2

Apollo Notice of AGM

IMPORTANT INFORMATION REGARDING THE APPOINTMENT OF A PROXY

1. A replacement proxy form accompanies this Supplementary Notice of Meeting. If you use this proxy form, it will replace and supersede any earlier proxy form that is provided to the Company. If you wish to direct your proxy how to vote, you should include a direction in relation to each resolution that you would like to direct your proxy on (including the resolutions that you directed your proxy how to vote on in any proxy form previously delivered to the Company). If you have already delivered a valid proxy form to the Company and do not deliver a replacement proxy form to the Company, your earlier proxy form will remain valid (but it will not include any direction to your proxy as to how to vote on resolution 2A).

2. If you are a shareholder and you are unable to attend and vote at the meeting, and wish to appoint a proxy, please complete and return the enclosed replacement proxy form. A proxy need not be a shareholder of the Company. Further details about the appointment of a proxy are set out in the notes to the Original Notice of Meeting.

3. The replacement proxy form must be completed and returned before 3 pm on 28 November 2012 in one of the following 3 ways:

4. By mail to: Security Transfers Registrars PO Box 535 Applecross WA 6953 Australia

5. By facsimile to: Security Transfers Registrars +61 8 9315 2233

6. By email to: registrar@securitytransfers.com.au

ENQUIRIES

If you have any questions in relation to Resolution 2A to be considered at the Meeting, please call the Company Secretary, Mr Guy Robertson on +61 2 9078 7671.

By order of the Board Guy Robertson Company Secretary

7 November 2012

Apollo Supplementary Notice of AGM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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SUPPLEMENTARY PROXY FORM

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APOLLO MINERALS LIMITED

REGISTERED OFFICE:

ABN: 96 125 222 924

LEVEL 9 50 MARGARET STREET SYDNEY NSW 2000

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code:

AON

Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson (mark with an "X")

The name of the person you are appointing (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson 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, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 3.00pm on 30 November 2012 in the Boardroom of Mills Oakley Lawyers at Level 12, 400 George Street, Sydney NSW 2000 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

1. REMUNERATION REPORT

2. RE-ELECTION OF DIRECTOR - MATTHEW RIMES

3. 2A. RE-ELECTION OF DIRECTOR - RAYMOND XIA 3. RE-ELECTION OF DIRECTOR - ANTHONY HO 4. RE-ELECTION OF DIRECTOR - DAVID NOLAN 5. RATIFY THE ISSUE OF CONSULTANT OPTIONS 6. APPROVAL OF EXECUTIVE PERFORMANCE RIGHTS PLAN 7. ISSUE OF PERFORMANCE RIGHTS TO CHIEF OPERATING OFFICER - DOMINIC TISDELL 8. ISSUE OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTOR - RICHARD SHEMESIAN

4. ISSUE OF PERFORMANCE RIGHTS TO NON-EXECUTIVE DIRECTOR - MATTHEW RIMES

5. APPROVAL OF 10% PLACEMENT ISSUE

6. REPLACEMENT OF COMPANY'S CONSTITUTION

For Against Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolution.

If the Chairman of the Meeting is your proxy (or he becomes your proxy by default), you will be taken to have expressly authorised him to exercise your proxy in relation to resolution 1 (Adoption of the Remuneration Report) Resolution 6 (Approval of Performance Rights Plan) and Resolutions 7, 8, and 9 (Grant of Performance Rights to the Chief Executive Officer, Executive Director and Non-Executive Director) even though the Chairman is, and those items are, connected directly or indirectly with the remuneration of a member of the key management personnel of the Apollo Group. Shareholders will be informed of the proxy position and the manner in which the Chairman intends to vote undirected proxies at the meeting.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary 8351567915 Reference Number:

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AON

2

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of APOLLO MINERALS LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this supplementary proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of APOLLO MINERALS LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Supplementary Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 3.00pm AEDST on 28 November 2012, being 48 hours before the time for holding the meeting. Any Supplementary Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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