APOLLO MINERALS LIMITED — Proxy Solicitation & Information Statement 2014

Mar 16, 2014

Office Address Level 9, 50 Margaret Street New South Wales 2000 Australia Postal Address PO Box R933 Royal Exchange New South Wales 1225 Australia Phone +61 2 9078 7665 Fax +61 2 9078 7661 Email info@apollominerals.com.au

13 March 2014

Dear Shareholder,

Shareholder Update and Notice of Meeting

Please find attached a Notice of General Meeting to be held on the 15 April 2014.

The passing of these resolutions will ratify and approve decisions which will allow Apollo to achieve a number of significant milestones this financial year.

• Resolutions 1 to 4 ratify a recent share placement which raised $1,250,000, after costs, and approve the related options.

• Resolutions 7 and 8 approve the issue of shares to HPX Australia Holdings Pty Limited (HPX) which will raise up to a further $2.4 million.

As outlined in the background to resolutions 7 and 8 on pages 16 of the attached notice, HPX will also farm in to the Commonwealth Hill Joint Venture project contributing significant funds to explore for a major Iron Oxide Copper Gold deposit in South Australia.

Through these transactions the Company would have concluded equity and joint venture funding of approximately $7 million in an ongoing difficult capital market for exploration companies, which is an indication of the confidence that investors have in the Commonwealth Hill project.

In addition, as reported to the ASX on 29 January 2014 the Company has signed a nonbinding Memorandum of Understanding with an international strategic group to earn up to 50.01% of the Gabon Kango North Iron project for a contribution of $4 million. Formal agreements are still subject to due diligence and negotiation.

The agreements outlined above will inject much needed funding into Apollo’s projects without significant dilution to shareholders interests and progress the development of the projects which if successful will add significant value for all shareholders. In addition the funding will allow Apollo to look for new projects and opportunities.

We look forward to your ongoing support as a shareholder of Apollo Minerals Limited.

Yours faithfully,

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Richard Shemesian Executive Director

www.apollominerals.com.au

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Apollo Minerals is now on Twitter. To get the latest news see https://twitter.com/ApolloMinerals

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NOTICE OF GENERAL MEETING TO BE HELD ON TUESDAY 15 APRIL 2014 at 11am IN THE BOARDROOM OF RSM BIRD CAMERON, AT LEVEL 12, 60 CASTLEREAGH STREET, SYDNEY, NSW 2000

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

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Apollo Notice of EGM

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of Apollo Minerals Limited (ABN 96 125 222 924) will be held in the Boardroom of RSM Bird Cameron on Level 12, 60 Margaret Street, Sydney, New South Wales, Australia on 15 April 2014 at 11am AEST.

The Explanatory Memorandum provides additional information on matters to be considered at the General Meeting and forms part of this Notice. Terms and abbreviations used in this Notice are defined in Schedule 1.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

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 7pm on 13 April 2014.

VOTING IN PERSON

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

VOTING BY PROXY

1. ( Appointing a Proxy ): A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote for the Shareholder at the meeting. A Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint a second proxy. The appointment of the second proxy must be done on a separate copy of the proxy form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If a Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a Shareholder of the Company.

2. ( Direction to Vote ): A proxy need not vote in that capacity on a show of hands on any Resolution nor (unless the proxy is the Chairman of the Meeting) on a poll. However, if the proxy’s appointment specifies the way to vote on a Resolution, and the proxy decides to vote in that capacity on that Resolution, the proxy must vote the way specified (subject to the other provisions of this notice of general meeting, including the voting exclusions noted below).

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1. (Voting restrictions with respect to undirected proxies): The Chairman of the Meeting intends to vote undirected proxies (where he has been appropriately authorised, having regard to the voting restrictions set out in this notice of general meeting) in favour of each Resolution.

2. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form (and attach any authority under which it is signed or a copy which appears on its face to be an authentic copy) by:

3. (a) post to Apollo Minerals Limited, Level 9, 50 Margaret Street, Sydney, NSW 2000; or

4. (b) facsimile to the Company on facsimile number +61 2 9078 7661; OR

5. (c) by email to info@apollominerals.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

CORPORATE REPRESENTATIVE

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. Unless it has previously been given to the Company, the representative should bring evidence of their appointment to the Meeting, together with any authority under which it is signed. The appointment must comply with section 250D of the Corporations Act 2001.

ATTORNEY

A Shareholder may appoint an attorney to vote on their behalf. To be effective for the Meeting, the instrument effecting the appointment (or a copy which appears on its face to be an authentic copy) must be received by the deadline for the receipt of proxy forms (see above), being no later than 48 hours before the Meeting.

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AGENDA

1 RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 49,090,800 SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 49,090,800 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum.”

2 RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF 32,727,200 SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 32,727,200 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum.”

3 RESOLUTION 3 – APPROVAL TO ISSUE 8,465,334 SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of 8,465,334 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum."

4 RESOLUTION 4 – APPROVAL TO ISSUE 45,141,667 OPTIONS TO INSTITUTIONAL AND SOPHISTICATED INVESTORS

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

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 45,141,667 options to the persons referred to, and on the terms and conditions set out, in the Explanatory Memorandum."

5 RESOLUTION 5 – APPROVAL TO ISSUE 25,000,000 OPTIONS TO CONSULTANTS AND ADVISORS

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

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 25,000,000 options to consultants and advisors, on the terms and conditions set out in the Explanatory Memorandum."

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6 RESOLUTION 6 – APPROVAL TO ISSUE 800,000 SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of 800,000 Shares to an advisor to the Company on the terms and conditions set out in the Explanatory Memorandum."

7 RESOLUTION 7 – APPROVAL TO ISSUE 50,000,000 SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of 50,000,000 Shares to HPX Australia Holdings Pty Ltd on the terms and conditions set out in the Explanatory Memorandum."

8 RESOLUTION 8 – APPROVAL TO ISSUE 60,800,000 SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of 60,800,000 Shares to HPX Australia Holdings Pty Ltd on the terms and conditions set out in the Explanatory Memorandum."

Enquiries

If you have any questions in relation to the Resolutions 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 Secretary Date: 13 March 2014

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VOTING EXCLUSION STATEMENTS

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the Resolutions by the following persons:

Resolutions by the following persons:
RESOLUTION	PERSONS EXCLUDED FROM VOTING
1. Ratification of prior issue of 49,090,800 Shares	• Any person who participated in the issue; and • Anyof their respective associates.
2. Ratification of prior issue of 32,727,200 Shares	• Any person who participated in the issue; and • Anyof their respective associates.
3. Approval to issue 8,465,334 Shares	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Anyof their respective associates.
4. Approval to issue 45,141,667 Options	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Anyof their respective associates.
5. Approval to issue 25,000,000 Options	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Anyof their respective associates.
6. Approval to issue 800,000 Shares	• Chris Anderson • Anyof his associates.
7. Approval to issue 50,000,000 Shares	• HPX Australia Holdings Pty Limited • Anyof their respective associates.
8. Approval to issue 60,800,000 Shares	• HPX Australia Holdings Pty Limited • Anyof their respective associates.

However, the Company need not disregard a vote if:

• it is cast by a person as 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.

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Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business specified to be conducted at the General Meeting to be held in the Boardroom of RSM Bird Cameron at Level 12, 60 Castlereagh Street, Sydney NSW 2000 on 11 April 2014 at 11am (EST).

The Directors recommend that Shareholders read this Explanatory Memorandum in full in conjunction with the accompanying Notice of which this Explanatory Memorandum forms a part.

BACKGROUND TO RESOLUTIONS 1, 2, 3, & 4

On 26 February 2014 the Company announced to the ASX the completion of a capital raising. Resolutions 1,2,3,and 4 relate to this capital raising

Resolution 1 ratifies the issue of shares undertaken to institutional and sophisticated investors on 25 February 2014, under Listing Rule 7.1. This allows the Company the flexibility to issue up to 15% of the total number of fully paid ordinary shares going forward.

Resolution 2 ratifies the issue of shares undertaken to institutional and sophisticated investors on 25 February 2014, under Listing Rule 7.1A. This allows the Company the flexibility to issue up to 15% of the total number of fully paid ordinary shares going forward.

Resolution 3 is to approve additional shares subscribed for under the capital raising outlined above for which the Company did not have the capacity to issue as at 25 February 2014. This approval will allow the Company the flexibility to issue up to 15% of the total number of fully paid ordinary shares going forward.

Resolution 4 – The capital raising announcements to the ASX dated 18 February 2014 and 26 February 2014 indicated that participants in the capital raising would be entitled to one option for every two shares issued, subject to approval of shareholders. Resolution 4 is to approve the issue of these options.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 49,090,800 SHARES

1.1 Background

Under Resolution 1, the Company seeks Shareholder ratification of the allotment and issue by the Company of 49,090,800 Shares to institutional and sophisticated investors on 25[th] February 2014. These Shares were issued within the Company’s existing capacity under ASX Listing Rule 7.1.

1.2 Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

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ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company’s members subsequently approve it.

While the outcome of Resolution 1 will have no effect on the issue of the Shares in question, Shareholder approval will restore the Company’s ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 49,090,800 Shares.

1.3 ASX Listing Rules Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.5:

• (a) The number of securities allotted

The number of Shares allotted and issued under Listing Rule 7.1 on 25[th] February 2014 was 49,090,800 Shares.

• (b) The price at which securities were issued

The price at which the Shares were issued was $0.015 per Share.

• (c) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Shares were allotted to existing shareholders, clients of Patersons Securities Limited and institutional and sophisticated investors, and were not issued to related parties of the Company, or their Associates

• (d) The terms of the equity securities

The Shares are 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 intended use of the funds raised

The funds were raised to further the Company’s exploration projects and for general working capital purposes.

(f) Voting Exclusion

A voting exclusion statement forms part of this notice.

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1.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1, as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF 32,727,200 SHARES

2.1 Background

Under Resolution 2, the Company seeks Shareholder ratification of the allotment and issue by the Company of 32,727,200 Shares to institutional investors on 25 February 2014. These Shares were issued within the Company’s existing capacity under ASX Listing Rule 7.1A.

2.2 Listing Rules 7.1A and 7.4

The Company obtained approval by special resolution at the Annual general Meeting on 28 November 2013 to issue up to 10% of the Company’s issued share capital calculated in accordance with the formula prescribed in Listing Rule 7.1A.2.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made with approval under ASX Listing Rule 7.1A can be ratified under Listing Rule 7.4.

While the outcome of Resolution 2 will have no effect on the issue of the Shares in question, Shareholder approval will restore the Company’s ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of 15% of the 32,727,200 Shares issued.

2.3 ASX Listing Rules Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.5:

2.3.1 The number of securities allotted

The number of Shares allotted and issued on 25 February 2014 was 32,727,200 Shares.

2.3.2 The price at which securities were issued

The price at which the Shares were issued was $0.015 per Share.

2.3.3 The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

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The Shares were allotted to existing shareholders, clients of Patersons Securities Limited and institutional and sophisticated investors, and were not issued to related parties of the Company, or their Associates.

The names of the allottees are as follows:

JPMorgan Nominees Australia Limited Mair Holdings Limited Asian Cleveland Limited Francis Lily Ryan Romalis Stuart Turner Jennifer Marie Ryan

2.3.4 The terms of the equity securities

The Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

2.3.5 The intended use of the funds raised

The funds raised will be used to further the Company’s exploration projects and for general working capital purposes.

2.3.6 Voting Exclusion

A voting exclusion statement forms part of this notice.

2.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2, as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital.

3 RESOLUTION 3 – APPROVAL TO ISSUE 8,465,334 SHARES

3.1 Background

Under Resolution 3, the Company seeks Shareholder approval for the issue allotment by the Company of 8,465,334 Shares to institutional and sophisticated investors on the same terms as those issued on 25 February 2014. Refer to the Company’s ASX announcement on 26[th] February 2014 for further information.

3.2 Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

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Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 8,465,334 Shares. The effect of such approval is that any such Shares will not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

3.3 The following information is provided in accordance with Listing Rule 7.3:

• (a) The maximum number of securities the entity is to issue

The maximum number of Shares to be issued is 8,465,334.

• (b) The date by which the entity will issue the securities

Subject to Shareholder approval, the Shares will be allotted and issued no later than three months after the date of the Meeting.

• (c) Issue price of securities

The Shares will be issued at $0.015 cents per share.

• (d) Terms of the securities

The Shares issued rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares are identical to the rights and entitlements of the holders of other issued Shares.

• (e) Names of the allottees or basis on which allottees were determined

The shares will be issued to Citicorp Nominees Limited The shares will not be issued to related parties of the Company, or their Associates.

• (f) The use or intended use of the funds raised

The funds to be raised by the Company are intended to be used for the following purposes:

• Exploration expenditure in relation to the Company’s existing projects; and

• General working capital requirements of the Company.

• (g) The dates of allotment or a statement that allotment will occur progressively

See paragraph 3.3(b).

• (h) Voting Exclusion

A voting exclusion statement forms part of this Notice.

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3.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3, as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital.

4 RESOLUTION 4 – APPROVAL TO ISSUE 45,141,667 OPTIONS

4.1 Background

Under Resolution 4, the Company seeks Shareholder approval for the issue by the Company of 45,141,667 Options to shareholders who have/will subscribe for shares under Resolutions 1, 2 & 3 above. Refer to the Company’s ASX announcements of 18 February 2014 and 26 February 2014 for further information.

4.2 Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of a total of 45,141,667 Options described above. The effect of such approval is that any such Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

4.3 ASX Listing Rules Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.5:

• (a) The maximum number of securities the entity is to issue

The maximum number of securities to be issued is 45,141,667 Options. The maximum number of Shares to be issued if the 45,141,667 Options all become exercisable and are exercised is 45,141,667.

• (b) The date by which the entity will issue the equity securities

The Options will be issued no later than three months after the date of the Meeting.,

• (c) The issue price of the securities

The Options will be issued for no consideration.

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• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Options will be issued to existing shareholders, clients of Patersons Securities Limited and institutional and sophisticated investors who subscribed for shares the subject of Resolutions 1, 2 & 3. The options will not be issued to related parties of the Company, or their Associates.

• (e) The terms of the securities

The Options will have an exercise price of $0.03 and will expire on 28 February 2017. The Options will be issued on the terms and conditions set out in Annexure A. The Company may apply to the ASX for the options to be quoted within 6 months of Shareholder approval in accordance with the terms and conditions set out in Annexure A.

• (f) The intended use of the funds raised

No funds will be raised on grant of the options.

If all of the Options become exercisable and are exercised at a price of 3 cents per Option, $1,354,250 of additional funding will be raised for the Company which will be used for exploration and working capital purposes.

• (g) The dates of allotment or a statement that allotment will occur progressively

See 4.3 (b) above.

• (h) Voting Exclusion

A voting exclusion statement forms part of this Notice.

4.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 4 as the proposed Options were part of the incentive for subscribers to participate in the February 2014 capital raising and their exercise will raise additional capital for the Company.

5. RESOLUTION 5 – APPROVAL TO ISSUE 25,000,000 OPTIONS

5.1 Background

Under Resolution 5, the Company seeks Shareholder approval under ASX Listing Rule 7.1 to issue a total of up to 25,000,000 Options to advisors and/or consultants to the Company or to their respective nominees.

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5.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 5 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of a total of up to 25,000,000 Options described above. The effect of such approval is that any such Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

5.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) The maximum number of securities the entity is to issue

The maximum number of securities to be issued is 25,000,000 Options. The maximum number of Shares to be issued if the 25,000,000 Options all become exercisable and are exercised is 25,000,000.

• (b) The date by which the entity will issue the equity securities

The Options will be issued no later than three months after the date of the Meeting.

• (c) The issue price of the securities

The Options will be issued for no consideration.

• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottees of the Options will be advisors and consultants engaged by the Company to provide corporate advisory services, strategic advice and assisting the Company to raise equity finance.

• (e) The terms of the securities

The Options will have an exercise price of $0.03 and may be exercised on or before the expiry date being 28 February 2017. The Company may apply to the ASX for the Options to be quoted within 6 months of Shareholder approval in accordance with the terms and conditions set out in Annexure A.

• (f) The intended use of the funds raised

No funds will be raised on grant of the options.

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If all of the Options become exercisable and are exercised at a price of 3 cents per Option, $750,000 of additional funding will be raised for the Company which will be used for exploration and working capital purposes.

• (g) The dates of allotment or a statement that allotment will occur progressively

See 5.3 (b).

• (h) Voting Exclusion

A voting exclusion statement forms part of this Notice.

5.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 5 as the issue of the proposed Options provided an incentive to advisor and consultants in their work for the Company.

6. RESOLUTION 6 – APPROVAL TO ISSUE 800,000 SHARES

6.1 Background

Under Resolution 6, the Company seeks Shareholder approval for the issue allotment by the Company of 800,000 shares to an advisor of the Company for services rendered in lieu of a cash payment.

6.2 Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 6 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue 800,000 Shares. The effect of such approval is that any such Shares will not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

6.3 The following information is provided in accordance with Listing Rule 7.3:

• (a) The maximum number of securities the entity is to issue

The maximum number of Shares to be issued is 800,000.

• (b) The date by which the entity will issue the securities

Subject to Shareholder approval, the Shares will be allotted and issued no later than three months after the date of the Meeting.

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(c) Issue price of securities

The Shares will be issued at a deemed price of $0.015 cents per share.

• (d) Terms of the securities

The Shares issued rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares are identical to the rights and entitlements of the holders of other issued Shares.

• (e) Names of the allottees or basis on which allottees were determined

The shares will be issued to Chris Anderson (an exploration advisor to the Company), or his nominee, and will not be issued to related parties of the Company, or their Associates.

• (f) The use or intended use of the funds raised

No funds will be raised through the issue. The issue is being made in lieu of a cash payment for services rendered.

• (i) The dates of allotment or a statement that allotment will occur progressively

See paragraph 6.3(b).

• (j) Voting Exclusion

A voting exclusion statement forms part of this Notice.

6.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6, as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and assist in preserving the Company’s cash outlays.

BACKGROUND TO RESOLUTIONS 7 & 8

As announced to ASX on 26 February 2014, the Company has entered into a strategic alliance with HPX Australia Holdings Pty Ltd ( “HPX” ) (a subsidiary of High Power Exploration Inc.). Under the strategic alliance, the Company has entered into a subscription agreement with HPX on 26 February 2014 (“ Agreement ”) whereby HPX has agreed to subscribe for shares in two tranches.

The first tranche of 50,000,000 Shares will raise A$1,000,000 for the Company before costs.

The second tranche means an amount equal to such number of Shares that, on the second tranche placement date, results in HPX having voting power in the Company of 19.99% being issued at the lower of:

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• (a) 2.4 cents; and

• (b) In the event of a Proposed Equity Issue on or before the Second Tranche Completion Date, the issue price of ordinary shares under the Proposed Equity Issue.

The second tranche will be no less than 60,800,000 shares and in the event that additional shares are required to bring the HPX shareholding to 19.99% they will be issued out of the Company’s 15% capacity.

Shareholders are asked by Resolution 7 to approve the allotment and issue of tranche 1 so that the issue of 50,000,000 Shares will not be counted as reducing the number of equity securities which the Company may issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

Under the Subscription Agreement, Apollo has agreed to grant HPX the top up right to subscribe for further shares in the Company in the event of certain future share issues by the Company. The grant of these rights and Options is subject to receipt from ASX of a waiver from ASX Listing Rule 6.18. The Company has received this waiver from the ASX.

Shareholders are asked by Resolution 8 to approve the allotment and issue of tranche 2 so that the issue of 60,800,000 Shares will not be counted as reducing the number of equity securities which the Company may issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

The issue of Shares under tranche 2 is conditional on the ASX waiver, as outlined above, being received. The Company has received this waiver from the ASX.

The strategic alliance with HPX (“Joint Venture Agreement”) also provides for HPX to farm-in to the Commonwealth Hill project earning up to an 80% interest for exploration funding of $3.4 million as follows:

HPX will have the right to earn a 51% interest in the Commonwealth Hill project by spending $1.7 million by 31 December 2015 (“Phase 1”) amd HPX will have the right to earn an additional 29% interest in the Commonwealth Hill project by expending a further $1.7 million within 18 months of the Phase 1 earn in (“Phase 2”).

A joint venture agreement between the Company and HPX at the end of Phase 1 provides that the Company and HPX will agree to joint venture the Commonwealth Hill Project which includes a Deed of Cross Security.

ASX have confirmed that Listing Rule 10.1 does not apply to the subscription agreement signed on 26 February 2014 and announcement lodged on 26 February 2014 (the Agreement) provided:

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• a) The terms of the Agreement are not varied

• b) Shareholders of the Company approve all resolutions in relation to the Agreement.

Listing Rule 10.1 requires that the Company must not acquire or dispose of a substantial asset to a related party or a subsidiary without shareholder approval.

A capital structure chart and HPX interest in the Company post these share issues is as follows:

Resolution	Shares HPX %
Current shares on issue 3 Share placement 6 Issue of shares 7 HPX Tranche 1 8 HPX Tranche 2	434,089,999 8,465,334 800,000 50,000,000 493,355,333 10.13 60,800,000 554,155,333 19.99

The approval by shareholders of Resolutions 7 and 8 are conditions precent to the agreement with HPX proceeding with its investment in Apollo and funding of the joint venture.

It should be noted that Resolutions 7 and 8 are interdependent. If one is not passed the other will not be passed.

7. RESOLUTION 7 – APPROVAL TO ISSUE 50,000,000 SHARES

7.1 Background

Under Resolution 7, the Company seeks Shareholder approval to issue and allot 50,000,000 Shares to HPX Australia Holdings Pty Ltd.

7.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 7 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 50,000,000 Shares. The effect of such approval is that any such Shares will not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

7.3 The following information is provided in accordance with Listing Rule 7.3:

(a) The maximum number of securities the entity is to issue

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The maximum number of Shares to be issued is 50,000,000.

• (b) The date by which the entity will issue the securities

Subject to Shareholder approval, the Shares will be allotted and issued no later than three months after the date of the Meeting.

• (c) Issue price of securities

The Shares will be issued at a price of $0.02 per share.

(d) Terms of the securities

The Shares issued rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares are identical to the rights and entitlements of the holders of other issued Shares.

• (e) Names of the allottees or basis on which allottees were determined

The Shares will be issued to HPX Australia Holdings Pty Limited.

• (f) The use or intended use of the funds raised

$600,000 of the funds raised will be used in connection with the exploration work program on EL5073, EL5074, EL4960 and EL5348.

$400,000 will be used on exploration project areas as agreed between the parties.

• (k) The dates of allotment or a statement that allotment will occur progressively

See paragraph 7.3(b).

• (l) Voting Exclusion

A voting exclusion statement forms part of this Notice.

7.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 7 as it will provide the Company with necessary funds to enable it to continue with its exploration program on the above named tenements.

8. RESOLUTION 8 – APPROVAL TO ISSUE 60,800,000 SHARES

8.1 Background

Under Resolution 8, the Company seeks Shareholder approval to issue and allot 60,800,000 Shares to HPX Australia Holdings Pty Ltd.

8.2 ASX Listing Rule Requirements

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ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 8 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 60,800,000 Shares. The effect of such approval is that any such Shares will not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

8.3 The following information is provided in accordance with Listing Rule 7.3:

• (a) The maximum number of securities the entity is to issue

The maximum number of Shares to be issued is 60,800,000.

• (b) The date by which the entity will issue the securities

Subject to Shareholder approval, the Shares will be allotted and issued no later than three months after the date of the Meeting.

• (c) Issue price of securities

The Shares will be issued at a price of the lower of;

• (i) $0.024 per share;

• (ii) In the event of a Proposed Equity Issue or an agreement to conduct a Proposed Equity Issue on or before the Second Tranche Completion Date, the issue price of ordinary share under the proposed Equity Issue.

• In either event the shares will be issued at a price that is at least 80% of the volume weighted average market price for Shares, where the average is calculated, in accordance with ASX Listing Rule 7.3.3, over the last five days on which sales in Shares were recorded before the day on which the issue was made.

• (d) Terms of the securities

The Shares issued rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares are identical to the rights and entitlements of the holders of other issued Shares.

• (e) Names of the allottees or basis on which allottees were determined

The Shares will be issued to HPX Australia Holdings Pty Limited.

• (f) The use or intended use of the funds raised

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• (1) $250,000 to be applied for exploration on EL5073, EL5074, EL4960 and EL5348.

• (2) Other exploration and general working capital.

• (m) The dates of allotment or a statement that allotment will occur progressively

See paragraph 8.3(b).

• (n) Voting Exclusion

A voting exclusion statement forms part of this Notice.

8.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8 as it will provide the Company with necessary funds to enable it to continue with its exploration program on the above named tenements and provide funds for further exploration and general working capital purposes.

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SCHEDULE 1 GLOSSARY

The following is a glossary of various words and their meanings used in the Notice and Additional Information:

“Associate” has the meaning given by Sections 10 to 17 of the Corporations Act;

“ASX” means ASX Limited ACN 008 624 691 and the market operated by it, as the context requires;

“ASX Listing Rules” means the Listing Rules of ASX and any other rules of ASX which are applicable while the entity is admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX;

“Board” means the Board of Directors;

“ Business Day ” has the same meaning as in the Listing Rules;

“Company” means Apollo Minerals Limited (ABN 96 125 222 924) of Level 9, 50 Margaret Street, Sydney, NSW 2000;

“Corporations Act” means Corporations Act 2001 (Cth) ;

“Director” means a director of the Company;

“Explanatory Memorandum” means the explanatory memorandum which accompanies and forms part of this Notice;

“Meeting” means the general meeting convened by the Notice;

“Notice” means this notice of general meeting;

“Officer” has the same meaning as in the Corporations Act;

“Option” means an option to subscribe for a Share;

‘Proposed Equity Issue” means any issue of new fully paid ordinary shares in the Company, including on exercise of options or on conversion or exercise of options or on conversion or exercise of other equity or debt securities, but excluding fully paid ordinary shares issued pursuant to the exercise of executive performance rights;

" Related Party " means, in respect of an individual, an Associate of that individual or which is a company, trust, person or superannuation scheme for the benefit of any member of the family of that individual;

“Resolution” means a resolution to be considered at the Meeting;

“Second Tranche Completion Date” means the day that is three business days after the date on which the ASX LR 6.18 waiver is received;

“ Securities ” means Shares and/or Options;

“Share” means an ordinary share in the issued capital of the Company; and

“Shareholder” means the holder of a Share.

• “ Share Option ” means an option to subscribe for a share.

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ANNEXURE A

(Resolutions 4 & 5)

The terms and conditions of the Annexure A Options shall be as follows:

• (a) Each Annexure A Option entitles the holder to acquire one (1) Share.

• (b) The Annexure A Options are exercisable at any time up until 5.00pm on 28 February 2017 ( Annexure A Option Exercise Period ) by completing an exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure A Options are exercised to the registered office of the Company or to the share registry of the Company.

• (c) The Annexure A Options vest on date of Grant ( Annexure A Option Vesting Date ).

• (d) The Annexure A Option exercise price is A$0.03 per Annexure A Option.

• (e) On and from the relevant Annexure A Option Vesting Date, the Annexure A Options will be freely transferable in whole or in part at any time prior to expiry.

• (f) Shares issued on the exercise of an Annexure A Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure A Option will rank equally with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares on the ASX will be sought.

• (g) The Annexure A Option holders shall only be permitted to participate in a new issue of securities on the prior exercise of Annexure A Options in which case the Annexure A Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure A Options.

• (h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure A Option holders will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (i) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure A Option is exercisable may be increased by the number of Shares which the holder of the Annexure A Option would have received if the Annexure A Option had been exercised before the record date for the bonus issue.

• (j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure A Option may be reduced in accordance with the ASX Listing Rules.

Apollo Minerals Notice of EGM

• (k) Reminder notices will be forwarded to the Annexure A Option holders prior to the expiry of the Annexure A Options. Annexure A Options not exercised before the expiry of the Annexure A Option Exercise Period will lapse.

• (l) The Annexure A Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by the Annexure A Option holders free of charge. Shares to be allotted on exercise of Annexure A Options will be recorded on the Company's share register.

• (m) The Directors may seek quotation of the Annexure A Options which will be subject to the approval of the ASX, within 6 months of Shareholder approval.

• (n) The Annexure A Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

Apollo Minerals Notice of EGM

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PROXY FORM

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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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 The name of the person you are appointing (mark with an "X") (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 Extraordinary General Meeting of the Company to be held at 11.00am AEST on Tuesday 15 April 2014 in the Boardroom of RSM Bird Cameron, at Level 12, 60 Castlereagh 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. RATIFICATION OF PRIOR ISSUE OF 49,090,800 SHARES

2. RATIFICATION OF PRIOR ISSUE OF 32,727,200 SHARES

3. APPROVAL TO ISSUE 8,465,334 SHARES

4. APPROVAL TO ISSUE 45,141,667 OPTIONS TO INSTITUTIONAL AND SOPHISTICATED INVESTORS

5. APPROVAL TO ISSUE 25,000,000 OPTIONS TO CONSULTANTS AND ADVISORS

6. APPROVAL TO ISSUE 800,000 SHARES

7. APPROVAL TO ISSUE 50,000,000 SHARES

8. APPROVAL TO ISSUE 60,800,000 SHARES

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.

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

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4570623119

Reference Number:

AON

1

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 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.

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

Proxy forms (and any Power of Attorney under which it is signed) must be received by Apollo Minerals Limited no later than 11.00am AEST on Sunday 13 April 2014, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Apollo Minerals Limited Level 9 50 Margaret Street SYDNEY NSW 2000

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

Facsimile: +61 2 9078 7661

Email to: guy@alexandercable.com

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

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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