ARGENT MINERALS LIMITED — Proxy Solicitation & Information Statement 2013

Jun 19, 2013

ARGENT MINERALS LIMITED

ACN 124 780 276

NOTICE OF GENERAL MEETING

TIME: 11.00am

DATE: 24 July 2013

PLACE: Bradfield Room 2, North Sydney Harbourview Hotel, 17 Blue Street, North Sydney, NSW 2060

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9322 6600.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 5 Glossary 10 Schedule 1 – Performance Rights Terms and Conditions Schedule 2 – Valuation of Performance Rights Schedule 3 – Free Attaching Option Terms and Conditions Schedule 4 – Broker Option Terms and Conditions Proxy Form

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am on 24 July 2013 at:

Bradfield Room 2 North Sydney Harbourview Hotel 17 Blue Street North Sydney, NSW 2060

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding 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 5.00pm (WST) on 22 July 2013.

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, members are advised that:

• each member has a right to appoint a proxy;

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

1

Argent Minerals Notice of General Meeting

• a member 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.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes 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.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2

Argent Minerals Notice of General Meeting

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – DAVID BUSCH

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 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Tranche 1 Performance Rights and 1,000,000 Tranche 2 Performance Rights to David Busch (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by David Busch (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

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

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – CAPITAL RAISING

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 10,956,667 Shares on the terms and conditions set out in the Explanatory Statement.”

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

3

Argent Minerals Notice of General Meeting

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – CAPITAL RAISING

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 10,956,667 Options on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – PLACEMENT – BROKER OPTIONS

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 7.1 and for all other purposes, approval is given for the Company to issue up to 6,574,000 Options to Zenix Nominees Pty Ltd or their nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any 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: 18 JUNE 2013

BY ORDER OF THE BOARD

MARCUS MICHAEL DIRECTOR

4

Argent Minerals Notice of General Meeting

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 which are the subject of the business of the Meeting.

1. RESOLUTION 1 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – DAVID BUSCH

1.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 1,500,000 Tranche 1 Performance Rights and 1,000,000 Tranche 2 Performance Rights (together, the Performance Rights) to its Managing Director, David Busch (or his nominee) on the terms and conditions set out below. These Performance Rights are not proposed to be offered under a plan.

The purpose of the issue of the Performance Rights is to link part of Mr Busch’s Director’s remuneration to milestone events and therefore provide an incentive to Mr Busch in his role as Managing Director to satisfy the necessary performance hurdles in respect of the Company’s Kempfield Silver Project to bring that project into production.

The Board (other than Mr Busch) consider that it is reasonable for the remuneration of directors to have a cash component and an equity component to further align directors’ interests with those of Shareholders. The Board (other than Mr Busch) also believe that the issue of the Performance Rights provides a reasonable and appropriate method to provide Mr Busch with cost effective remuneration and an equity based incentive and reward for his ongoing commitment and contribution to the Company as Managing Director.

The full terms and conditions of the Performance Rights are set out in Schedule 1. Resolution 1 seeks Shareholder approval for the grant of the Performance Rights to Mr Busch (or his nominee).

1.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Performance Rights constitutes giving a financial benefit and Mr Busch is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Busch who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Performance Rights to Mr Busch because the grant of the Performance Rights is considered reasonable remuneration in the circumstances and on an arm’s length basis.

5

Argent Minerals Notice of General Meeting

1.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities (or rights to securities) to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Performance Rights involves the issue of a right to securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

1.4 Summary of the material terms of the Performance Rights

As noted above, it is proposed that, subject to obtaining Shareholder approval, Mr David Busch is granted the Performance Rights, on the terms and conditions set out in Schedule 1 for nil cash consideration.

Each Performance Right will vest as one Share subject to the satisfaction of certain vesting conditions (Vesting Conditions). In the event that the Vesting Conditions are not met, the Performance Rights will not vest and will automatically lapse and as a result, no new Shares will be issued. There is nil consideration payable upon the vesting of a Performance Right.

In order for the Tranche 1 Performance Rights to vest as Shares, all of the following Vesting Conditions (Tranche 1 Vesting Conditions) must be achieved:

• (a) the Company receiving all necessary approvals for the commencement of the Kempfield Project;

• (b) the Company making a public announcement to ASX of its intent to mine for the Kempfield Project;

• (c) the Company entering into legally binding arrangements for debt funding for the Kempfield Project; and

• (d) the Company entering into a construction contract with a principal contractor in respect of the Kempfield Project.

In order for the Tranche 2 Performance Rights to vest as Shares, all of the following Vesting Conditions (Tranche 2 Vesting Conditions) must be achieved:

• (a) the Tranche 1 Vesting Conditions having been met; and

• (b) receipt by the Company of written confirmation of Completion by the provider of the Kempfield Project debt funding.

The full terms and conditions of the Performance Rights are set out in Schedule 1. A valuation of the Performance Rights is set out in Schedule 2.

1.5 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 1:

• (a) the Performance Rights will be granted to David Busch (or his nominee);

6

Argent Minerals Notice of General Meeting

• (b) the number of Performance Rights to be issued is 1,500,000 Tranche 1 Performance Rights and 1,000,000 Tranche 2 Performance Rights;

• (c) the Performance Rights will be granted no later than 1 month 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);

• (d) the Performance Rights will be issued for nil cash consideration, accordingly no funds will be raised; and

• (e) the terms and conditions of the Performance Rights (ie both the Tranche 1 and Tranche 2 Performance Rights) are set out in Schedule 1.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Performance Rights as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Performance Rights to David Busch (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

1.6 Directors’ Recommendation

The Directors (other than Mr Busch who has a material personal interest in the Resolution) recommend that Shareholders vote in favour of Resolution 1 for the following reasons:

• (a) the primary purpose of the grant of the Performance Rights to David Busch is to provide him with a performance linked incentive package;

• (b) the issue of the Performance Rights provides cost effective consideration for Mr Busch’s ongoing commitment and contribution to the Company in his role as Managing Director and the Board does not consider that there are opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights on the terms proposed;

• (c) the issue of the Performance Rights to Mr Busch is an appropriate form of incentive to maximise returns to Shareholders; and

• (d) the terms of the proposed issue of Performance Rights to Mr Busch are reasonable to the Company.

2. RESOLUTIONS 2 AND 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – CAPITAL RAISING

2.1 General

On 17 May 2013, the Company announced the completion of a capital raising of $657,400 through the issue of 10,956,667 Shares at an issue price of $0.06 per Share together with 1 (one) free attaching Option for every 1 Share subscribed for and issued to sophisticated investors (May Capital Raising). The May Capital Raising was managed by Hartleys Limited on behalf of the Company.

The Company issued the Options the subject of the May Capital Raising without prior Shareholder approval out of its 15% annual placement capacity pursuant to Listing Rule 7.1 and issued the Shares the subject of the May Capital Raising without prior Shareholder approval out of its additional 10% annual placement capacity pursuant to Listing Rule 7.1A.

7

Argent Minerals Notice of General Meeting

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares pursuant to the May Capital Raising (Shares Ratification).

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Options pursuant to the May Capital Raising (Options Ratification).

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 7.1A provides that a company may seek Shareholder approval at its annual general meeting to allow it to issue securities up to 10% of its issued capital, provided that it is an eligible entity (Eligible Entity).

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

At the time approval was obtained, the Company was an Eligible Entity as it was not included in the S&P/ASX 300 Index and had a market capitalisation of $9,352,233.

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

By ratifying the issue of the Shares pursuant to Resolution 2 and the issue of Options pursuant to Resolution 3, 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 and up to the 10% annual placement capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

2.2 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 the Shares Ratification and the Options Ratification:

• (a) 10,956,667 Shares (the subject of Resolution 2) were issued pursuant to Listing Rule 7.1A and 10,956,667 Options (the subject of Resolution 3) were issued pursuant to Listing Rule 7.1;

• (b) the issue price per Share was $0.06 and the issue price of the Options was nil as they were issued free attaching with the Shares on a one for one basis;

• (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;

8

Argent Minerals Notice of General Meeting

• (d) the Options were issued on the terms and conditions set out in Schedule 3;

• (e) the Shares and Options were issued to clients of Hartleys Limited and other AFSL holders. None of these subscribers are related parties of the Company; and

• (f) the funds raised from this issue will be used towards development of the Company’s Kempfield Silver Project, as well as general working capital, expenses of the offer and the evaluation of further opportunities in the Company’s Sunny Corner and West Wyalong projects.

3. RESOLUTION 4 – PLACEMENT – BROKER OPTIONS

3.1 General

A summary of the May Capital Raising conducted by the Company is set out in section 2.1 above. The Company engaged the services of Hartleys Limited (Hartleys) to manage the May Capital Raising.

Resolution 4 seeks Shareholder approval for the issue of 6,574,000 Options to Zenix Nominees Pty Ltd, Hartleys’ nominee, in consideration for services provided in respect of the management of the May Capital Raising (Placement).

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

The effect of Resolution 4 will be to allow the Company to issue the Options pursuant to the 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.

3.2 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 the Placement:

• (a) the maximum number of Options to be issued is 6,574,000;

• (b) the Options 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);

• (c) the Options will be issued for nil cash consideration in satisfaction of management services provided by Hartleys in respect of the May 2013 Capital Raising;

• (d) the Options will be issued to Zenix Nominees Pty Ltd, who is not (or will not be in the case of their nominee) a related party of the Company;

• (e) the Options will be issued on the terms and conditions set out in Schedule 4; and

• (f) no funds will be raised from the Placement as the Options are being issued in consideration for management services provided by Hartleys in respect of the May Capital Raising.

9

Argent Minerals Notice of General Meeting

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

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.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth

Company means Argent Minerals Limited (ACN 124 780 276).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Member means a Shareholder.

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.

10

Argent Minerals Notice of General Meeting

Performance Rights means the Tranche 1 Performance Rights and the Tranche 2 Performance Rights.

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.

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

Shareholder means a holder of a Share.

Tranche 1 Performance Rights means the performance rights to be issued on the terms set out in Schedule 1 of this Notice to which the vesting conditions set out in paragraph (b) of Schedule 1 relate.

Tranche 2 Performance Rights means the performance rights to be issued on the terms set out in Schedule 1 of this Notice to which the vesting conditions set out in paragraph (c) of Schedule 1 relate.

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

11

Argent Minerals Notice of General Meeting

SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

The terms and conditions of the Performance Rights are set out below:

• (a) (Vesting): Subject to the satisfaction of the vesting conditions set out in paragraph (b), each Performance Right vests to one Share.

• (b) (Vesting conditions – Tranche 1 Performance Rights): The Tranche 1 Performance Rights shall vest upon:

• (i) the Company receiving all necessary Approvals for the commencement of the Kempfield Project;

• (ii) the Company making a public announcement to ASX of its intent to mine for the Kempfield Project;

• (iii) the Company entering into legally binding arrangements for debt funding for the Kempfield Project; and

• (iv) the Company entering into a construction contract with a principal contractor in respect of the Kempfield Project (together, the Tranche 1 Vesting Conditions).

For the avoidance of doubt, the Tranche 1 Vesting Conditions will not be taken to have been met unless and until all of the above events have occurred.

• (c) (Vesting conditions – Tranche 2 Performance Rights): The Tranche 2 Performance Rights shall vest upon:

• (i) the Tranche 1 Vesting Conditions having been met; and

• (ii) receipt by the Company of written confirmation of Completion by the provider of the Kempfield Project debt funding (referred to in (b)(iii) above) (together, the Tranche 2 Vesting Conditions).

For the avoidance of doubt, the Tranche 2 Vesting Conditions will not be taken to have been met unless and until all of the above events have occurred.

Vesting Conditions Definitions:

Approvals means all approvals necessary for the commencement of mining operations on the Kempfield Project, including without limitation receipt of all relevant licences, planning permissions and any other approvals required for the Company to lawfully commence mining and processing operations in respect of the Kempfield Project.

Completion means receipt by the Company of advice from the provider of the Kempfield Project debt funding that the relevant EPC (or EPCM “Engineering Procurement and Construction Management”) Contract has been completed.

Kempfield Project means a project to mine and process, on a commercial scale, ore containing silver located on the Kempfield tenements in New South Wales.

• (d) (Expiry Date): The Performance Rights shall expire at 5.00 pm (WST) on that date which is 36 months after the date of issue of the Performance Rights (Expiry Date). Any Performance Right not vested before the Expiry Date shall

12

Argent Minerals Notice of General Meeting

automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights.

• (e) (Consideration): The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the satisfaction of the Tranche 1 and Tranche 2 Vesting Conditions.

• (f) (Automatic vesting): The Board may, in its absolute discretion, determine that all or a specified number of a holder’s Performance Rights automatically vest in the event of:

• (i) a takeover bid in respect of the Company under Chapter 6 of the Corporations Act is made;

• (ii) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;

• (iii) any person becomes bound or entitled to acquire shares in the Company under:

  • (A) section 414 of the Corporations Act; or

  • (B) Chapter 6A of the Corporations Act;

• (iv) the Company passes a resolution for voluntary winding up; or

• (v) an order is made for the compulsory winding up of the Company, and

such a determination shall be notified to the holder in writing. If no determination is made or if the Board determines that some or all of a holder’s Performance Rights do not vest, those Performance Rights shall automatically lapse.

• (g) (When employment ceases): In the event the holder ceases to be a Director, or employee prior to the satisfaction of the Tranche 1 or Tranche 2 Vesting Conditions (as the case may be), all Performance Rights shall automatically lapse unless the holder ceases to be a Director as a result of being removed from office by Shareholders other than for misconduct in which case the Board may, in its absolute discretion, determine that all or a specified number of a holder’s Performance Rights automatically vest.

• (h) (Lapse of a Performance Right): A Performance Right will lapse upon the earlier to occur of:

• (i) failure to meet the Performance Right’s Tranche 1 and/or Tranche 2 Vesting Conditions;

• (ii) the Expiry Date (defined above);

• (iii) the Performance Right lapsing in accordance with rule (g); or

• (iv) the Performance Right lapsing in accordance with rule (n).

• (i) (Ceasing to satisfy relevant conditions – vested Performance Right): If for any reason a holder ceases to be Director or otherwise ceases to satisfy any other relevant condition imposed by the Board after a Performance Right has vested but before a Performance Right has been exercised, the holder may exercise

13

Argent Minerals Notice of General Meeting

those vested Performance Rights within the 6 month period following cessation of employment or ceasing to satisfy any other relevant conditions (as appropriate) or such other period (longer or shorter) as the Board determines, after which they lapse.

• (j) (Notification): Immediately following the Expiry Date, the Company shall notify the holder of that proportion of Performance Rights that have vested and shall, unless otherwise directed by the holder, issue the associated number of Shares within 10 Business Days of the Expiry Date.

• (k) (Share ranking): All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

• (l) (Listing of Shares on ASX): The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the vesting of Performance Rights on ASX within 10 Business Days after the date of issue of those Shares.

• (m) (Transfer of Performance Rights): A Performance Right is only transferable:

• (i) with the consent of the Board; or

• (ii) by force of law upon death to the holder’s legal personal representative or upon bankruptcy to the holder’s trustee in bankruptcy.

• (n) (Lapse on incorrect transfer): Where the holder purports to transfer a Performance Right other than in accordance with rule (m) the Performance Right immediately lapses.

• (o) (Adjustment for bonus issue): If Shares are issued pro-rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation or reserves or distributable profits, the number of Performance Rights to which each holder is entitled, or any amount payable on vesting of the Performance Rights, or both as appropriate, will be adjusted in the manner determined by the Board to ensure that no advantage accrues to the holder as a result of the bonus issue and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the bonus issue.

• (p) (Adjustment for re-organisation): In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Performance Rights to which each holder is entitled, or any amount payable on vesting of the Performance Rights, or both as appropriate, will be adjusted in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the holder as a result of such corporate actions and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (q) (No other participation): Subject to paragraphs (o) and (p), during the currency of any Performance Rights and prior to vesting, the holder is not entitled to participate in any new issue of securities of the Company as a result of his/her holding Performance Rights. In addition, the holder is not entitled to vote nor to receive dividends as a result of his/her holding Performance Rights.

14

Argent Minerals Notice of General Meeting

SCHEDULE 2 – VALUATION OF PERFORMANCE RIGHTS

15

Argent Minerals Notice of General Meeting

16

17

SCHEDULE 3 – TERMS AND CONDITIONS OF FREE ATTACHING OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.175 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 31 March 2016 (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 later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and 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;

• (iv) 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

18

Argent Minerals Notice of General Meeting

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

• (v) 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 (g)(iv) 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.

(h)

Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) 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.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l)

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.

(m) Transferability

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

19

Argent Minerals Notice of General Meeting

SCHEDULE 4 – TERMS AND CONDITIONS OF BROKER OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.25 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5.00pm (WST) 36 months from the 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 later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) 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;

• (iv) 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

20

Argent Minerals Notice of General Meeting

708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (v) 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 (g)(g)(iv) 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.

(h)

Shares issued on exercise

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

(i)

Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) 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.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l)

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.

(m) Transferability

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

21

Argent Minerals Notice of General Meeting

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.

ARGENT MINERALS LIMITED

REGISTERED OFFICE:

ABN: 89 124 780 276

ARGENT MINERALS LIMITED Level 1 115 Cambridge Street WEST LEEDERVILLE WA 6007

==> picture [261 x 76] intentionally omitted <==

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

==> picture [108 x 35] intentionally omitted <==

Code: ARD 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 General Meeting of the Company to be held at 11:00am (AEST) on Wednesday 24th July 2013 at Bradfield Room 2, North Sydney Harbourview Hotel, 17 Blue Street, North Sydney, NSW 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

For Against Abstain*

1. Issue of Performance Rights to Related Party - David Busch

2. Ratification of Prior Issue of Shares - Capital Raising

3. Ratification of Prior Issue of Options - Capital Raising

4. Placement - Broker Options

==> picture [110 x 144] intentionally omitted <==

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Important for Resolution 1

If you have not directed your proxy how to vote as your proxy in respect of Resolution 1 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolution 1 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolution 1 and that votes cast by the Chair for Resolution 1, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1.

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 Sole Director and Sole Company Secretary

Security Holder 2 Security Holder 3 Director Director / Company Secretary

6960130241

Reference Number:

ARD

1

1

My/Our contact details in case of enquiries are: NAME

TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of ARGENT 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 ARGENT 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

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 11:00am (AEST) on Monday 22nd July 2013, 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.

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.

3665130240