AuMEGA Metals Limited — Proxy Solicitation & Information Statement 2018

Apr 26, 2018

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MATADOR MINING LIMITED ACN 612 912 393

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the offices of the Company at Suite 23, 513 Hay Street, Subiaco, Western Australia on Tuesday, 29 May 2018 at 11.00am (WST).

The Notice of General Meeting 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 prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on + 61 8 6143 6710

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

A C N 6 1 2 9 1 2 3 9 3

MATADOR MINING LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of Shareholders of Matador Mining Limited ( Company ) will be held at the offices of the Company at Suite 23, 513 Hay Street, Subiaco, Western Australia on Tuesday, 29 May 2018 at 11.00am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

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 as Shareholders of the Company on Sunday, 27 May 2018 at 11.00am (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

1. Resolution 1 – Approval to issue Consideration Securities

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

"That, subject to each of the other Interconditional Resolutions being passed and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 8,833,333 Shares at $0.25 each and up to 3,500,000 unquoted Options to the Vendors (or their nominees) as follows:

• (a) up to 8,000,000 Shares to Benton;

• (b) up to 833,333 Class A Options to Benton;

• (c) up to 833,333 Shares to Nordmin;

• (d) up to 1,000,000 Class B Options to Nordmin; and

• (e) up to 666,667 Class C Options to Nordmin,

(together, the Consideration Securities ) on the terms and conditions set out in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of the Vendors (and their nominees), a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

The Company will not disregard a vote if:

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• (a) 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

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval to issue capital raising Shares

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

"That, subject to each of the other Interconditional Resolutions being passed and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 20,000,000 Shares at $0.25 each on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Approval to issue Incoming Director Options

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

"That, subject to each of the other Interconditional Resolutions being passed and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 9,200,000 unquoted Options to Messrs Grant Davey and Paul Criddle (or their nominees) as follows:

• (a) up to 3,000,000 Class D Options to Grant Davey

• (b) up to 3,000,000 Class E Options to Grant Davey

• (c) up to 3,000,000 Class F Options to Grant Davey; and

• (d) up to 200,000 Class G Options to Paul Criddle,

(together the Incoming Director Options ) on the terms and conditions set out in the Explanatory Memorandum."

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Voting Exclusion

The Company will disregard any votes cast in favour of these Resolutions by Messrs Grant Davey and Paul Criddle, a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Incoming Director Options (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) it is cast by the Chair 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 – Approval of appointment of Director – Mr Grant Davey

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

"That, subject to each of the other Interconditional Resolutions being passed and completion of the Acquisition, the Company be authorised to appoint Mr Grant Davey as a Director."

5. Resolution 5 – Approval of appointment of Director – Mr Paul Criddle

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

"That, subject to each of the other Interconditional Resolutions being passed and completion of the Acquisition, the Company be authorised to appoint Mr Paul Criddle as a Director."

6. Resolution 6 – Ratification of prior issue of facilitation Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,000 Shares issued to Mr Grant Davey (or his nominees) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of a Resolution above by or on behalf of Mr Grant Davey or any of his associates.

The Company will not disregard a vote if:

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• (a) 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

• (b) it is cast by the Chair 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.

BY ORDER OF THE BOARD

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Ms Oonagh Malone Company Secretary Matador Mining Limited

Dated: 24 April 2018

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A C N 6 1 2 9 1 2 3 9 3

MATADOR MINING LIMITED

EXPLANATORY MEMORANDUM

7. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 23, 513 Hay Street, Subiaco, Western Australia on Tuesday, 29 May 2018 at 11.00am (WST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 1	Action to be taken by Shareholders
Section 2	Conditional Resolutions
Section 3	Background to proposed Acquisition of Project
Section 4	Resolution 1 – Approval to issue Consideration Securities
Section 5	Resolution 2 – Approval to issue capital raising Shares
Section 6	Resolution 3 – Approval to issue Incoming Director Options
Section 7	Resolutions 4 and 5 – Appointment of Directors, Messrs Grant Davey and Paul Criddle
Section 8	Resolution 6 – Ratification of prior issue of facilitation Shares
Schedule 1	Definitions
Schedule 2	Terms and conditions of the Class A, B, C and G Options
Schedule 3	Terms and conditions of the Class D, E and F Options

A Proxy Form is located at the end of the Explanatory Memorandum.

1. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1.1 Voting in person

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

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1.2 Proxies

• (a) Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

• (b) 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:

• (i) 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);

• (ii) 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;

• (iii) 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

• (iv) 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).

• (c) Transfer of non-chair proxy to chair in certain circumstances

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

• (i) 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;

• (ii) the appointed proxy is not the chair of the meeting;

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

• (iv) either of the following applies:

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• (A) the proxy is not recorded as attending the meeting; or

• (B) 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. Conditional Resolutions

The Interconditional Resolutions are inter-conditional, meaning that each of them will only take effect if all of them are approved by the requisite majority of Shareholders' votes at the Meeting. If any one of the Interconditional Resolutions is not approved at the Meeting, none of the Interconditional Resolutions will take effect and the Acquisition and other matters contemplated by the Interconditional Resolutions will not be completed pursuant to this Notice.

For the avoidance of doubt, Resolutions 1 to 5 (inclusive) are referred to as the Interconditional Resolutions throughout this Notice.

The remaining Resolution, being Resolution 6, is not an Interconditional Resolutions.

3. Background to proposed Acquisition of Cape Ray Project

3.1 General background

On 5 April 2018, the Company announced that it had entered into agreements with Benton Resources Inc. ( Benton ) and Nordmin Engineering Limited ( Nordmin ), the Vendors of the Cape Ray Project gold project located in Newfoundland, Canada ( Project ), so that the Company may acquire an 80% interest in the Project.

A summary of the material terms and conditions of the agreements is set out in section 3.4 ( Acquisition ).

Pursuant to the Acquisition, 100% of the legal and beneficial interest in the Project will be transferred to Matador Canada Pty Ltd ( Matador Canada ), a company which will be owned 80% by the Company, and 20% by Maple Mining Pty Ltd ( Maple ).

This Notice of Meeting sets out the Resolutions necessary to complete the Acquisition.

Each of the Interconditional Resolutions are conditional upon the approval by Shareholders of each of the other Interconditional Resolutions. All of the Resolutions in this Notice of Meeting, save for Resolution 6 are Interconditional Resolutions. If any of the Interconditional Resolutions are not approved by Shareholders, all of the Interconditional Resolutions will fail and completion of the Acquisition ( Completion ) will not occur.

3.2 Existing activities of Matador Mining Limited

The Company was admitted to the Official List of ASX on 6 March 2017. The Company's primary business is mineral exploration and it holds five projects in Western Australia prospective for precious metals, base metals and industrial metals.

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The Company:

• (a) is in the process of outlining a maiden exploration program at its Laverton West project, which is likely to include field based geochemical sampling and mapping to define targets for subsequent exploration;

• (b) has designed a work program consisting of soil sampling and follow up drilling to expand the exploration program at its Copper Hills project. This work program has been submitted to the Department of Mines and Petroleum and is currently pending approval;

• (c) is considering a detailed geographical mapping and sampling program at its Snake Hill project that is likely to involve shallow reverse circulation drilling;

• (d) since admission to the Official List, has undertaken a geochemical sampling program at its Pyramid Hill project. Based on the results, the Company determined to withdraw from the Pyramid Hill project; and

• (e) since admission to the Official List, completed a review of results from the maiden drill program at its Oriental Gold project. Based on the results, the Board believes that the costs associated with any further work programs, weighed up against the likelihood of a commercial discovery at the Oriental Gold project, would not be in the best interest of Shareholders.

3.3 About the Cape Ray Project

• (a) Project overview and history

The Project, comprising over 500,000oz of contained gold within the 04, 41, 51 Zones and Window Glass Hill gold deposits (refer to Section 3.3(e) for further information on the foreign estimate), is located within the regionalscale gold-bearing Cape Ray shear zone ( Cape Ray Shear Zone ) that transects the island of Newfoundland for over 200km with widths of up to 1km.

The Project was initially discovered in 1977 by Rio Canada Exploration Limited. Since then the area has been the subject of numerous academic and government geological studies, with a number of exploration programs undertaken by various mining companies.

Historically, exploration has focussed on the current reported resources on the Cape Ray Shear Zone, particularly the 1.8km section covering the 04, the 41, the 51 Zones, and the Window Glass Hill deposits, with only minimal work undertaken along the additional 40km of highly prospective strike, which include the known gold occurrences of Isle aux Mort, Big Pond etc.

The Cape Ray Shear Zone hosts numerous gold occurrences including Marathon Gold's (TSX: MOZ) Valentine Lake Gold Project which has current resources of 2.85Moz Au.

Near mine targets are providing further scope for follow up exploration. The Isle aux Mort prospect, located 10km north east of the 04 Zone, has returned historical intercepts of 6.8m at 18.2g/t Au from 13.6m with limited follow up testing since Tenacity's drilling between 1989 and 2003. Further north from Isle aux Mort is the Cape Ray East target which has returned historical grab samples of 181g/t Au.

Immediately to the south of the Window Glass Hill deposit lies the Big Pond target. Big Pond has historically hosted a mineral resource (not included in

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the current foreign estimate) and returned significant drill intersections of 2.3m at 21.4g/t Au from 68m (for further information on the Big Pond target, see the Company's announcement of 5 April 2018 ( Announcement )).

All of the above mentioned targets are hosted on the same structure and along strike of the 04, 41, 51 and Window Glass Hill Deposits.

Regionally, the system remains highly prospective and largely under explored. South of Big Pond is approximately 25km of completely untested strike along the Cape Ray Shear which has only recently been pegged by Benton on the instruction of Maple.

(b) Tenure

The Project consists of 401 claims comprising 13 licences, which cover an area of 100.2 km². On Completion the Company will have secure title to all claims, with no recorded third party claims on the Project, save for those set out in the additional information below:

Licence No.	Known Deposit	No. of Claims	**Area (km2) **	Royalty
017072M	Window Glass Hill (WGH) and 51	183	45.7	(i) & (ii)
007833M	-	1	0.25	none
008273M	Isle aux Morts (IaM)	7	1.75	(iii)
009839M	BigPond(BP)	26	6.5	(iii)
009939M	04 and 41	12	3.0	(iii)
024125M	-	14	3.5	none
024359M	-	7	1.75	none
025560M	-	20	5.0	none
025854M	-	53	13.25	(iv)
025855M	-	32	8.0	(iv)
025858M	-	30	7.5	(iv)
025856M	-	11	2.75	(iv)
025857M	-	5	1.25	(iv)
Total		401	100.2

• (i) 1.75% net smelter returns royalty ( NSR ) held by Alexander Turpin, of which 1.0% NSR can be repurchased for $1,000,000 reducing such royalty to a 0.75% NSR. The licence to which this royalty applies is 17072M.

• (ii) 0.25% NSR held by Cornerstone Capital Resources Inc. and Cornerstone Resources Inc. which applies to Licence 017072M.

• (iii) Sliding scale NSR held by Tenacity Gold Mining Company Ltd:

• (A) 3% NSR when the quarterly average gold price is less than US$2,000 per ounce (no buy-down right);

• (B) 4% NSR when the quarterly average gold price is equal to or greater than US$2,000 per ounce but less than US$3,000 per ounce with the right to buy-down the royalty from 4% to 3% for CAD$500,000; and

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• (C) 5% NSR when the quarterly average gold price is equal to or greater than US$3,000 per ounce with the right to buy-down the royalty from 5% to 4% for CAD$500,000.

The above royalty applies to 017072M, 009839M and 009939M.

• (iv) 1.0% NSR held by Benton pursuant to the terms of the sale agreement between Benton and the Company of which 0.5% NSR can be repurchased for $1,000,000 reducing such royalty to a 0.5% NSR. The agreement which the royalty applies to covers Licences 025854M, 025855M, 025858M, 025856M and 025857M covering 131 claims.

The location of the Project in Newfoundland and Labrador, Canada, is shown in Figure 1 .

Figure 1: Map of Project Licences

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• (c) Location and Infrastructure

The Project is situated in southwestern Newfoundland, approximately 25km northeast of the town of Channel-Port aux Basques, from where it extends in a north eastward direction.

Channel-Port aux Basques, with a population approximately 5,000 people, is located along the Trans-Canada Highway and is the main port connecting the island of Newfoundland to mainland Canada via the Marine Atlantic Ferry services. The town of Deer Lake, which is located ~250km by road from Channel-Port aux Basques, has direct airline connections to Toronto and air services to the Newfoundland capital of St. John's and its international airport.

Direct road access to the Cape Ray East Property is via a 22km long gravel road that extends north-northeast from Route 470. The gravel access road was originally constructed in 1989 with minor road upgrades in 2003. The road begins 2.5km west of the community of Isle aux Morts. The access road is currently used for personnel and equipment to access the site.

An electrical sub-station is located approximately 25km to the southwest of the site in the town of Channel-Port aux Basque. Power is available from the provincial electrical transmission grid that runs along the Trans-Canada

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Highway. Infrastructure currently onsite comprises a well-equipped selfcontained exploration camp, access tracks to the various deposits and some core storage facilities.

Prevailing onshore winds from the south and southeast during the spring and summer months result in relatively moderate temperatures with generally light snowfalls that begin around mid- November. The relatively mild weather is conducive for year-round exploration and mining.

(d) Geology

Southwestern Newfoundland is an area of complex Appalachian geology recording intense crustal shortening, variable metamorphism, and magmatism beginning in the Late Silurian, which is related to collision of the composite North American continent to the north and the Gander Avalon composite terrane of Gondwanan affinity to the south.

The Cape Ray Shear Zone forms a structural boundary between two of four tectonostratigraphic zones, or terranes that define the geology of Newfoundland, these being the Late Precambrian – Early Paleozoic Dunnage Zone to the northwest and the Gander Zone to the southeast.

The Dunnage Zone includes rocks originally deposited in the Late Precambrian – Early Paleozoic Iapetus Ocean, and in southwestern Newfoundland is represented by the Cape Ray Igneous Complex ( CRIC ). The Gander Zone is mainly comprised of deep water turbidite sedimentary rocks deposited at, or near the eastern side of the Iapetus Ocean.

In southwestern Newfoundland these are represented by the Port aux Basques Gneiss ( PABG ). The Cape Ray Shear Zone is therefore located at, or very close to the boundary between the Laurentian and Gondwanan terranes. The Cape Ray Shear Zone hosts the Cape Ray Gold Deposits, which comprise one of the most important groups of vein-type gold deposits in the Appalachians, as well as other significant vein-type gold occurrences that include the Big Pond and Isle aux Morts prospects and the Window Glass Hill Deposit ( WGHD ).

The Cape Ray Shear Zone is a zone of highly strained rocks approximately 200 km in length and several hundred metres in width that includes three major geological domains; the CRIC, the Windsor Point Group ( WPG ) and the PABG. The Cape Ray Shear Zone separates the CRIC to the northwest from the PABG to the southeast and WPG located between these two units. This coincides approximately with the trace of the Cape Ray Shear Zone. All three units are intruded by a number of pre- to late-tectonic granitoid intrusions. The CRIC is comprised mainly of large bodies of mafic to ultramafic intrusive rocks intruded by granitoid rocks (Cape Ray Granite, Cape Ray Tonalite, Red Rocks Granite), and is interpreted to have a U-Pb zircon age of 469 ± 2Ma (MidOrdovician) based on samples obtained from the Cape Ray Tonalite. The WPG unconformably overlies the CRIC and consists of bimodal volcanics and volcaniclastics with associated sedimentary rocks that are interpreted to be Ordovician to Devonian in age based on U-Pb radiometric dating.

The main exploration target on the Project is the vein-hosted, structurally controlled gold mineralisation associated with structures (splays) related to the Cape Ray Shear Zone.

The Project itself consists of three main mineralised zones: 04, 41 and 51. These have historically been referred to as the "Main Zone". They occur as quartz veins and vein arrays along a 1.8 km segment of the Cape Ray Shear

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Zone. Gold bearing quartz veins at the three locations are collectively known as the "A vein" and are typically located at (41 and 51 Zones) or near (04 Zone) the southeast limit of a sequence of highly deformed and brecciated graphitic schist of the WPG. The graphitic schists host the mineralisation and form the footwall of the Cape Ray Shear Zone. Graphitic schist is in fault contact with highly strained chloritic schists and quartz-sericite mylonites further up in the hanging wall structural succession. The protolith of these mylonites is difficult to ascertain, but they appear to be partly or totally retrograded PABG lithologies. Other veins (C vein) are present in the structural footwall and represent secondary lodes hosted by more competent lithologies. The mylonite zone in the hanging wall of the A vein is mainly composed of strongly sheared quartz-feldspar porphyries, quartzo- feldspathic gneisses and banded sediments, all of which are partly to completely retrograded to greenschist facies.

The 04, 41 and 51 Zones occur along a northeast-trending fault splay within the Cape Ray Shear Zone system, which dips moderately (50-60°) to the southeast. These zones consist of complex tabular zones of quartz veins, fault gouge and wall rock fragments, ranging from a few cm to several metres in width, and correlate laterally for up to 700m along strike. In section, the 04 and 41 Zones show east southeast to southeast plunges and locally show downdip extension of up to 300m. The 51 Zone is characterised by both subhorizontal and steeply plunging grade trends.

Mineralisation in the WGHD occurs predominantly in a set of flat-lying sulphide-rich quartz veins hosted in the relatively un-deformed Window Glass Hill Granite near the Cape Ray Shear Zone. The Window Glass Hill Granite is well exposed on the southwest side of the Isle aux Morts River and intrudes WPG rocks. The intrusion is elongated in shape, measuring 2.7 x 0.6 km on the western side of the Isle aux Morts River and 100 m wide x 3.4 km long on the eastern side, where it is cut by a strike-slip mylonite zone. The Window Glass Hill Granite is composed of pink, aphanitic alkali feldspar granite, with minor plagioclase phenocrysts and <2% biotite.

Deformation in the Window Glass Hill Granite is generally weak, but can be heterogeneous. Strain is most intense in centimetre to metre wide zones of shearing that separate relatively undeformed domains characterized by jointing and locally by northeast- to north-northeast trending fracture cleavage. The high strain zones are best developed at the Window Glass Hill Granite-WPG contact in the schists.

(e) Mineral Resources

The Cape Ray Foreign Mineral Resource Estimate was carried out by Ginto Consulting Inc. for Benton and Nordmin in 2017. Estimates were prepared for only the 04, 41, 51 and Window Glass Hill deposits. The estimates are based on digital drill hole data sets provided by Benton and conforms to the CIM Mineral Resource and Mineral Reserve definitions (10 May 2014) referred to in NI 43-101, Standards of Disclosure for Mineral Projects.

The references in this announcement to the publicly quoted resource tonnes and grade of the Project are foreign in nature and not reported in accordance with the JORC Code 2012. A competent person has not done sufficient work to classify the resource estimate as mineral resources or ore reserves in accordance with the JORC Code 2012. It is uncertain that following evaluation and/or further exploration work that the foreign resource estimates of

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mineralisation will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code 2012.

Numerous drill programs have been undertaken in the project area between 1977 to 2016. In the greater project area a total of approximately 85,000m of diamond drilling in 560 drill holes has been completed. The Cape Ray Mineral Resource Estimate, itself, is based on a total of approximately 68,000m from 413 diamond drill holes.

Au Cut- off Grade			Indicated					Inferred
	Tonnes	Au (g/t)	Oz (Au)	Ag (g/t)	Oz (Ag)	Tonnes	Au (g/t)	Oz (Au)	Ag (g/t)	Oz (Ag)
0.5	6,533,444	2.01	422,718	7.69	1,616,113	5,945,889	1.22	233,467	5.25	1,003,146
1.0	4,147,902	2.75	366,879	9.76	1,301,736	2,770,067	1.77	157,832	6.57	585,185
1.5	2,783,420	3.50	313,244	11.67	1,044,569	1,199,001	2.54	97,933	9.22	355,243
2.0	1,989,855	4.21	269,353	13.13	839,863	725,419	3.07	71,714	10.46	243,852
2.5	1,485,648	4.87	232,708	14.71	702,663	357,273	3.99	45,815	13.22	151,817
3.0	1,155,133	5.49	203,730	16.14	599,258	203,882	4.95	32,423	15.70	102,915
3.5	928,168	6.03	180,059	17.26	514,987	143,707	5.65	26,094	15.32	70,802
4.0	753,906	6.57	159,189	18.15	439,849	104,585	6.38	21,468	15.83	53,225
4.5	621,470	7.06	141,134	19.12	381,985	95,531	6.59	20,250	16.06	49,337
5.0	511,881	7.56	124,377	20.10	330,859	77,440	7.03	17,502	15.34	40,692

The above information relating to the Company's reporting of a foreign estimate for the Project, including the information required by Listing Rule 5.12, was first released by the Company in the Announcement on 5 April 2018. The Company confirms it is not aware of any new information or data that materially affects the information included in the Announcement and that all material assumptions and technical parameters underpinning the resource estimate and exploration results continue to apply and have not materially changed.

The Company currently intends to commence a program to obtain additional information which will satisfy the Competent Person named in the Announcement to generate a mineral resource under the JORC 2012 Code.

Various sampling strategies were utilised by the previous explorers. These strategies basically comprised either:

(i) full interval sampling using half blade-cut core, or

• (ii) selective sampling based on visual assessment of the core followed by hand-splitting,

In many cases, the use of selective sampling strategy has resulted in incomplete sampling of the mineralised interval with many sample intervals terminating in grade. The Company believes that there is an opportunity to extend the already defined mineralised envelopes by sampling the intervals that have not been sampled in the past. The Company intends to commence both a full-interval and QAQC sampling program on all available core.

(f) Metallurgy

Four programs of metallurgical testwork have been carried out by the various owners during the period 1981 to 2016. The work focused on samples from the 04, 41 and 51 deposits, with samples collected from either drill core, trenching and in the case of 41 a bulk sample.

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The testwork programs investigated flotation with cyanidation of the float tails, direct cyanidation, gravity and dense media separation. A combined gravity circuit (for coarse gold recovery) and cyanidation of the gravity tails showed the most promise with gold recoveries of +95%. The opportunity to produce a base metal concentrate may also prove valuable, depending on the plant throughput envisaged.

No significant issues were highlighted from the testwork, including no pregrobbing from the graphitic schist material. Notably testwork is yet to be completed on the WGH material.

(g) Exploration Program

The following initial exploration activities are planned for the Project in 2018:

• (i) a review of historical drilling information;

• (ii) DGPS pick-up of all existing drill hole collars;

• (iii) drilling of twin holes to validate historical drilling;

• (iv) validation check of acquired drill hole database against original logging, specific gravity and assay data;

• (v) acquisition of high resolution digital terrain data;

• (vi) sampling of untested historic core;

• (vii) collection of density data for the various lithologies present at the Cape Ray Project area;

• (viii) metallurgical sampling and testing;

• (ix) regional exploration; and

• (x) estimation of a JORC 2012 Mineral Resource Estimate.

Exploration activities are expected to commence immediately with the Company to focus its efforts on reviewing the historical resources to better understand the known mineralisation and structural controls. This initial work program will be complemented by the resampling of the historical core of the Project sourced from the public core farm in Pasadena, Newfoundland which has on site facilities for resampling available for the Company's use.

Concurrently, the Company plans to commence an initial surface geochemical sampling and mapping program across its entire 45km strike to identify further targets along the Cape Ray Shear. Material Contracts

3.4 Material Contracts

• (a) Benton, a specialist resource generation company listed on the TSX Venture Exchange, currently owns 100% of the legal title to the Project, while Nordmin, pursuant to a joint venture agreement with Benton, holds a 20% unregistered beneficial interest in some of the Licences.

The Company has entered into two binding term sheets with both Benton and Nordmin, so that 100% of the legal and beneficial title will be, subject to the

• 15 -

approval of the Interconditional Resolutions and Completion, will be transferred to Matador Canada.

(b) Benton Agreement

In consideration for Benton's majority interest in the Project and subject to the approval of the Interconditional Resolutions the Company will:

• (i) pay to Benton (or its nominee) a $50,000 exclusivity fee and further cash consideration of $3,200,000 at Completion;

• (ii) issue to Benton (or its nominee) 8,000,000 Shares and 833,333 Class A Options; and

• (iii) grant Benton an ongoing NSR of 1% on future production from tenements 025854M, 025855M, 025856M, 025856M and 025857M,

( Benton Agreement ). In the event the shareholders do not approve the Interconditional Resolutions, the Benton Agreement will be terminated, the Acquisition will not proceed and the Company will forfeit the exclusivity fee paid to Benton as set out above.

(c)

Nordmin Agreement

Subject to the Benton Agreement completing and the Shareholders approving the Interconditional Resolutions, the Company has agreed to acquire Nordmin's 20% beneficial interest in the Project, by undertaking the following:

• (i) pay to Nordmin (or its nominee) $250,000 in cash; and

• (ii) issue to Nordmin (or its nominee) 833,333 Shares and 2,666,667 Options, being comprised of:

• (A) 1,666,667 Class B Options; and

• (B) 1,000,000 Class C Options.

In the event the Interconditional Resolutions are not passed, the Nordmin Agreement will be terminated and the Acquisition will not proceed.

(d) Maple Agreement

Mr Grant Davey, a person currently unrelated to the Company, held an exclusive right to acquire or procure a purchaser to acquire the Project. In consideration for Mr Davey's rights, on 16 April 2018 the Company announced that it had issued 1,000,000 Shares to Mr Davey (or his nominee), the subject of Resolution 6, and agreed to issue Mr Davey the Class D, E and F Options, subject to the election of Mr Davey to the Board as per Resolution 4 and the approval of Resolutions 3(a), 3(b), 3(c).

The Project, once acquired, will be held in a subsidiary of the Company (Matador Canada). The Company will issue to Maple, an entity in which Mr Davey holds 100% of the issued capital, a 20% interest in Matador Canada ( Minority Interest ).

The Company and Maple have entered into a binding term sheet, which sets out that the Minority Interest to be held by Maple will be free carried by the Company until or at the earlier of an initial total spend of $15,000,000 or a

• 16 -

bankable feasibility study is completed by Matador Canada in relation to the Project ( Funding Date ).

Following the Funding Date, the Company and Maple will be required to make capital contributions to the Project. In the event a capital contribution is not made, the non-contributing party will be diluted in accordance with standard industry terms.

(e)

Conditions Precedent

It is a condition precedent to the Acquisition (being a condition of both the Benton Agreement and Nordmin Agreement) that the Company:

• (i) undertake a placement to raise $5,000,000 (before costs) at $0.25 per Share; and

• (ii) obtain Shareholder approval for the issue of the Consideration Securities.

• (f) Appointments

The Company proposes to, in conjunction with the Acquisition, appoint Messrs Davey and Criddle to the Board.

3.5 Composition of the Board of Directors

It is proposed that, at Completion, the Board of Directors of the Company will comprise the following:

• (a) Mr Scott Patrizi – Executive Director;

• (b) Mr Paul Criddle – Non-Executive Director (Director Elect);

• (c) Dr Marat Abzalov – Non-Executive Director;

• (d) Mr Grant Davey – Non-Executive Director (Director Elect); and

• (e) Mr Peter Woods – Non-Executive Director.

It is proposed that current Non-Executive Director Mr Patrick Walta will resign upon Completion.

The appointment of the Directors Elect, Messrs Davey and Criddle to the Board is the subject of Resolutions 4 and 5 (inclusive).

• 17 -

3.6 Pro forma capital structure

The pro forma capital structure of the Company following Completion and the Capital Raising is set out below:

Proposed Capital Structure	Shares	Options	Amount ($)
Existing Securities on issue	24,850,0011	23,150,0012	-
Consideration Securities (Resolution 1)	8,833,333	3,500,000	-
Capital Raising Shares (Resolution 2)	20,000,000	-	5,000,000
Incoming Director Options (Resolution 3)	-	9,200,000	-
Total issued capital at re-listing3	53,683,334	35,900,001	$5,000,000

Notes :

1. Includes the 1,000,000 Shares issued to Grant Davey (Resolution 6).

2. 15,900,001 quoted Options exercisable at $0.20 each on or before 30 August 2020 and 7,250,000 unquoted Options exercisable at $0.20 each on or before 7 November 2019 escrowed until 8 March 2019.

3. Assuming no further Securities are issued and no Options are exercised.

3.7 Proposed budget

The Company intends to use the funds raised under the Capital Raising, together with the Company's existing cash reserves post-Acquisition, in accordance with the table below. All figures below have been rounded.

Funds Available	Amount ($)
Existing cash reserves of the Company1	2,600,000
Funds raised from the Capital Raising	5,000,000
TOTAL	7,600,000
Proposed Allocation of Funds	Amount ($)
Expenses of the Acquisition (including Capital Raising fees)	350,000
Cash payment to Benton	3,250,000
Cash payment to Nordmin	250,000
Exploration on existing assets	-
Copper Hills	350,000
Laverton West	400,000
Snake Hill	175,000
Project exploration	2,025,000
General working capital, including corporate and administrative costs5	800,000
TOTAL	7,600,000

Notes :

1. These funds represent estimated existing cash held by the Company at or around 31 March 2018 and include a payment of $50,000 already made to Benton in consideration for a 6 week exclusivity period in relation to the Acquisition. The Company expects to incur costs within the ordinary course of its business which will diminish this amount prior to Completion.

2. 18 -

3. General working capital will be used by the Company to pay for the corporate and administration costs of the Company generally and cost overruns in forecast expenditures (if any).

The above table is a statement of current intentions as at the date of this Notice. Shareholders should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the outcome of operational and development activities, regulatory developments and market and general economic conditions. In light of this, the Board reserves the right to alter the way the funds are applied.

The use of further equity funding or Share placements will be considered by the Board where it is appropriate to accelerate a specific project.

It is possible that future acquisitions that may be contemplated may exceed the current or projected financial resources of the Company and it is expected that these acquisitions would be funded by project finance and/or equity issues (subject to any required Shareholder approvals).

3.8 Board intentions if Completion occurs

In the event that Completion occurs, the funds raised from the Capital Raising will be used to:

• (a) commence exploration activities on the Project, with the Company to focus its efforts on reviewing the foreign estimates to better understand the known mineralisation and structural controls, and resample the historical core of the Project sourced from a public core farm;

• (b) commence an initial surface geochemical sampling and mapping program across the Project's entire 45km strike to identify further targets along the Cape Ray Shear;

• (c) continue exploration programs on the Company's existing assets;

• (d) meet the ongoing administration costs of the Company;

• (e) pay the costs of the Capital Raising; and

• (f) otherwise contribute to the working capital of the Company.

It is intended to allocate the funds raised from the Capital Raising as set out in Section 3.7.

4. Resolution 1 – Approval to issue Consideration Securities

Resolution 1 seeks shareholder approval for the issue of the Consideration Securities, to the Vendors as consideration for the acquisition of the Project. The Consideration Securities comprise a total of 8,833,333 Shares and 3,500,000 Options as follows:

• (a) up to 8,000,000 Shares to Benton;

• (b) up to 833,333 Class A Options to Benton;

• (c) up to 833,333 Shares to Nordmin;

• (d) up to 1,000,000 Class B Options to Nordmin; and

• 19 -

• (e) up to 666,667 Class C Options to Nordmin.

Resolutions 1(a), 1(b), 1(c), 1(d) and 1(e) are ordinary resolutions and are subject to the approval of each of the other Interconditional Resolutions.

The Chair will cast all available proxies in favour of Resolution 1(a), 1(b), 1(c), 1(d) and 1(e).

The Board unanimously recommends that Shareholders vote in favour of Resolution 1(a), 1(b), 1(c), 1(d) and 1(e).

4.2 Listing Rule 7.1

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.

The effect of Resolution 1 will be to allow the Company to issue the Consideration Securities to Benton 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.

4.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Consideration Securities:

• (a) the maximum number of Consideration Securities to be issued is 8,833,333 Shares and 3,500,000 Options, as follows:

Resolution	Recipient	Security	Number
1(a)	Benton	Shares	8,000,000
1(b)	Benton	Class A Option	833,333
1(c)	Nordmin	Shares	2,666,667
1(d)	Nordmin	Class B Option	1,666,667
1(e)	Nordmin	Class C Option	1,000,000

(b) the Consideration Securities 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 Listing Rules) and it is intended that the issue of all the Consideration Securities will occur on Completion, being the same date;

(c) the Consideration Securities will be issued for nil cash consideration as they are being issued in consideration for the Acquisition, none of whom are related parties of the Company;

• (d) the Consideration Securities will be issued to the Vendors (or their nominees) in the proportions set out above;

• 20 -

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

• (f) the Options will be issued on the terms and conditions set out in Schedule 2 with an exercise price and expiry date as follows:

Resolution	Recipient	Class	Exercise Price	Expiry date
1(b)	Benton	A	$0.30	2 years from issue
1(d)	Nordmin	B	$0.416	2 years from issue
1(e)	Nordmin	C	$0.48	2 years from issue

• (g) no funds will be raised from the issue of the Consideration Securities as they are being issued as consideration for the Acquisition; and

• (h) a voting exclusion statement is included in the Notice.

5. Resolution 2 – Approval to issue capital raising Shares

5.1 General

Resolution 2 seeks Shareholder approval for the issue of up to 20,000,000 Shares at an issue price of $0.25 each to raise up to $5,000,000 (before costs) under the Capital Raising.

Resolution 2 is an ordinary resolution and is subject to the approval of each of the other Interconditional Resolutions.

The Chair will cast all available proxies in favour of Resolution 2.

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

5.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 4.1 above.

The effect of Resolution 2 will be to allow the Company to issue the Shares pursuant to the Capital Raising 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.

5.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

• (a) the maximum number of Shares to be issued is 20,000,000 Shares;

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

• 21 -

• (c) the issue price of the Shares will be $0.25 per Share;

• (d) the Shares will be issued to sophisticated and professional investors none of which are related parties of the Company;

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

• (f) the Company intends to use the funds raised from the Capital Raising towards the budgeted expenditure described at Section 3.7; and

• (g) a voting exclusion statement is included in the Notice.

6. Resolution 3 – Approval to issue Incoming Director Options

6.1 General

Resolution 3 seeks Shareholder approval for the issue of up to 9,200,000 unquoted Options to Messrs Grant Davey and Paul Criddle in conjunction with their proposed appointment to the Board.

Resolutions 3(a), 3(b), 3(c) and 3(d) are ordinary resolutions and are subject to the approval of each of the other Interconditional Resolutions.

Subject to Resolution 4, Mr Davey will be appointed to the Board. The Classes D, E and F Options were negotiated between Mr Davey and the Company on an arm's length basis prior to the appointment of Mr Davey in consideration for his appointment to the Board. Pursuant to Listing Rule 10.12, Exception 6, the Company is not required to seek Shareholder approval under Listing Rule 10.11 for the issue of the Class D, E and F Options.

Subject to Resolution 5, Mr Criddle will be appointed to the Board. The Class G Options were negotiated between Mr Criddle and the Company on an arm's length basis prior to the appointment of Mr Criddle in consideration for his appointment to the Board. Pursuant to Listing Rule 10.12, Exception 6, the Company is not required to seek Shareholder approval under Listing Rule 10.11 for the issue of the Class G Options.

The Chair will cast all available proxies in favour of Resolutions 3(a), 3(b), 3(c) and 3(d).

The Board unanimously recommends that Shareholders vote in favour of Resolutions 3(a), 3(b), 3(c) and 3(d).

6.2

Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 4.2 above.

The effect of Resolutions 3(a), 3(b), 3(c) and 3(d) will be to allow the Company to issue the Shares pursuant to the appointment of Messrs Davey and Criddle 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.

• 22 -

6.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Class D, E, F and G Options:

• (a) the maximum number of Options to be issued is 9,200,000, comprising:

Resolution	Recipient	Class	Number
3(a)	Grant Davey	D	3,000,000
3(b)	Grant Davey	E	3,000,000
3(c)	Grant Davey	F	3,000,000
3(d)	Paul Criddle	G	200,000

• (b) the Incoming Director 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 Listing Rules) and it is intended that the issue of all the Incoming Director Options will occur on the same date;

• (c) the Incoming Director Options will be issued for nil cash consideration as the Incoming Director Options will be issued in consideration for the proposed appointment of Messrs Davey and Criddle;

• (d) the Incoming Director Options will be issued to Messrs Davey and Criddle in consideration for their proposed appointment to the Board;

• (e) the Incoming Director Options proposed to be issued will be unquoted Options on the terms and conditions set out in Schedule 2 (Class G Options) and Schedule 3 (Class D, E and F Options) with an exercise price and expiry date as follows:

Resolution	Recipient	Class	Exercise Price	Expiry date
3(a)	Grant Davey	D	$0.40	3 years from issue
3(b)	Grant Davey	E	$0.55	3 years from issue
3(c)	Grant Davey	F	$0.70	3 years from issue
3(d)	Paul Criddle	G	$0.40	2 years from issue

(f) the Incoming Director Options are to be issued in consideration for the appointment of the proposed directors. Accordingly no funds have been raised from the issue of the Incoming Director Options. Funds raised from the exercise of the Incoming Director Options will be applied to exploration and development of the Company's assets and or working capital; and

• (g) a voting exclusion statement is included in the Notice.

• 23 -

7. Resolutions 4 and 5 – Appointment of Directors – Messrs Grant Davey and Paul Criddle

7.1 General

Subject to the passing of the Interconditional Resolutions the Company has agreed that Messrs Grant Davey and Paul Criddle will be appointed to the Board as new Directors.

Resolutions 4 and 5 seek shareholder approval pursuant to section 201G of the Corporations Act.

7.2

Mr Grant Davey

Mr Davey is a mining engineer with over 18 years of deep level mining experience. He has been involved in producing as well as the development of mining projects throughout Africa and Australia. He is a major shareholder of the Honeymoon Uranium project in South Australia and a director of Australian listed companies Cradle Resources Limited, Superior Lake Resources Limited and Boss Resources Limited.

7.3 Mr Paul Criddle

Mr Criddle is a metallurgist with many years of operating and project development experience in West Africa. Most recently he is the Chief Operating Officer of Roxgold Inc, where he was responsible for the development of the Yaramoko Gold Project in Burkina Faso, one of the world's highest grade gold projects. Prior to this Paul was the Chief Operating Officer at Azimuth Resources Ltd where he was responsible for resource growth and development studies. Prior to this he was the Acting Chief Operating Officer of Perseus Mining Ltd where he was responsible for operations at the Edikan Gold Mine in Ghana and the Definitive Feasibility Study for the Tengrela Gold Project in Cote D'Ivoire. Before joining Perseus, Mr. Criddle managed the construction, commissioning and operation of the Sabodala Gold Project for Mineral Deposits Ltd. He has also held a variety of senior technical roles at Placer Dome/Barrick in Australia, Papua New Guinea and Tanzania.

The Board recommends that Shareholders vote in favour of Resolutions 4 and 5.

Resolutions 4 and 5 are ordinary resolutions.

The Chair intends to exercise all available proxies in favour of Resolution 4 and 5.

8. Resolution 6 – Ratification of prior issue of facilitation Shares

8.1 General

On 5 April 2018, the Company announced that it intended to acquire the Project and that in conjunction with the Acquisition that it intended to issue securities to Mr Grant Davey for his role in facilitating the Acquisition. As announced on 16 April 2018, the Company issued 1,000,000 Shares to Mr Grant Davey with a deemed issue price of $0.25 per Share as consideration for such services.

Resolution 6 seeks the ratification of Shareholders pursuant to Listing Rule 7.4 for the issue of the Shares.

The Board recommends that Shareholders vote in favour of Resolution 6.

• 24 -

The Chair will cast all available proxies in favour of Resolution 6.

Resolution 6 is an ordinary resolution.

8.2 Listing Rules 7.1

Listing Rule 7.1 provides that an entity 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.

8.3 Listing Rule 7.4

Listing Rule 7.4 provides an exception to 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 Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A, as applicable.

The effect of the resolutions which form part of Resolution 6 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 and the additional 10% annual placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

8.4 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Shares:

• (a) on 16 April 2018 the Company issued a total of 1,000,000 Shares within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval;

• (b) the Shares were issued for nil consideration with a deemed issue price of $0.25 per Share in consideration for facilitation services;

• (c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (d) the Shares were issued to the Mr Grant Davey in conjunction with the Acquisition. The issue of the Shares were negotiated on an arm's length basis prior to Mr Davey's appointment to the Board. Mr Davey is a related party by reason only of the Acquisition only, which is the reason for the issue of the Shares;

• (e) the Shares were issued in consideration for services in conjunction with the Acquisition and accordingly no funds have been raised from the issue Shares; and

• (f) a voting exclusion statement is included in the Notice.

• 25 -

Schedule 1 – Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$ means Australian Dollars.

Acquisition means the acquisition by the Company of the Project from Benton and Nordmin as set out in Section 3.

Announcement means the Company's announcement, as released on the ASX market announcement platform on 5 April 2018.

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited (ABN 98 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.

Benton means Benton Resources Inc. (entity number 84614230BC0001) incorporated under the laws of British Columbia.

Benton Agreement means the binding term sheet between Benton and the Company, as set out in Section 3.4(b).

Board means the 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. CAD means Canadian Dollars.

Cape Ray Shear Zone means the regional-scale gold-bearing shear zone as set out in Section 3.3(a).

Capital Raising means the Company's proposal under Resolution 2 to raise up to $5,000,000 (before costs) via a private placement of up to 20,000,000 Shares at an issue price of $0.25 per Share.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Class A Options means 833,333 unquoted Options to be issued to Benton with an exercise price of $0.30 and an expiry date 2 years from the date of issue, on the terms and conditions set out in Schedule 2.

Class B Options means 1,666,667 unquoted Options to be issued to Nordmin with an exercise price of $0.416 each and an expiry date of 2 years from the date of issue, on the terms and conditions set out in Schedule 2.

Class C Options means 1,000,000 unquoted Options to be issued to Nordmin with an exercise price of $0.48 each and an expiry date of 2 years from the date of issue, on the terms and conditions set out in Schedule 2.

Class D Options means the 3,000,000 unquoted Options with an exercise price of $0.40 each and an expiry date 3 years from the date of issue to be issued to Grant Davey on the terms and conditions set out in Schedule 3.

Class E Options means the 3,000,000 unquoted Options with an exercise price of $0.55 each and an expiry date 3 years from the date of issue to be issued to Grant Davey on the terms and conditions set out in Schedule 3.

Class F Options means the 3,000,000 unquoted Options with an exercise price of $0.70 each and an expiry date 3 years from the date of issue to be issued to Grant Davey on the terms and conditions set out in Schedule 3.

Class G Options means unquoted Options with an exercise price of $0.40 and an expiry date 2 years from the date of issue, on the terms and conditions set out in Schedule 2.

Clause means a clause of the Constitution.

Company means Matador Mining Limited (ACN 612 912 393).

Completion means completion of the Acquisition.

Constitution means the constitution of the Company as at the date of the Meeting.

• 26 -

Consideration Securities means the securities to be issued to the Vendors in consideration for the Project as set out in Resolution 1.

Corporations Act means the Corporations Act 2001 (Cth).

CRIC means the Cape Ray Igneous Complex.

Director means a director of the Company.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Incoming Director Options means the Class D, E, F and G Options.

Interconditional Resolutions means Resolutions 1 to 5 (inclusive).

JORC Code 2012 means the 2012 Edition of the Joint Ore Reserves Committee 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'.

Listing Rules means the listing rules of ASX.

Maple means Maple Mining Limited (ACN 612 912 393).

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of general meeting.

Nordmin means Nordmin Engineering Limited (entity number 852466978).

Nordmin Agreement means the binding term sheet between Nordmin and the Company, as set out in Section 3.4(c).

NSR means a net smelter royalty.

Official List means the official list of ASX.

Option means an option which entitles the holder to acquire a Share.

Optionholder means an optionholder of the Company.

PABG means the Port aux Basques Gneiss geological formation in Newfoundland.

Project means the Cape Ray Gold project in the province of Newfoundland and Labrador, Canada and comprising the mineral licences set out in section 3.3(b).

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

Securities mean all Equity Securities of the Company.

Security holder means a holder of one or more Securities.

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

Shareholder means a shareholder of the Company.

US$ means United States dollar.

Vendors means Benton and Nordmin.

WGHD means the Window Glass Hill Deposit, which comprises part of the foreign estimate disclosed at Section 3.3(e).

WPG means the Windsor Point Group geological domain.

WST means Western Standard Time, being the time in Perth, Western Australia.

• 27 -

Schedule 2 – Terms and Conditions of the Class A, B, C and G Options

1. Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.

2. Exercise Price and Expiry Date

Class	Exercise Price	Expiry Date
A	$0.30	5:00pm (WST) on the date that is 2 years from the date of issue
B	$0.416	5:00pm (WST) on the date that is 2 years from the date of issue
C	$0.48	5:00pm (WST) on the date that is 2 years from the date of issue
G	$0.40	5:00pm (WST) on the date that is 2 years from the date of issue

The Options have an exercise price of and an expiry date of as set out in the table above.

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

3. Exercise Period

The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

4. Quotation of the Options

The Options will be unquoted.

5. Transferability of the Options

The Options are not transferable, except with the prior written approval of the Company.

6. Notice of Exercise

The Options may be exercised 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.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

7. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed “Not Negotiable”. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry.

8. Shares Issued on Exercise

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

9. Quotation of Shares on Exercise

Application will be made by the Company to ASX, on the Business Day the Shares are issued, for quotation of the Shares issued upon the exercise of the Options.

• 28 -

10. Timing of Issue of Shares

• (a) Subject to paragraph (b) below, within 3 Business Days after receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company must:

• (i) issue the Shares pursuant to the exercise of the Options;

• (ii) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (iii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

• (b) If the Company is not then permitted to issue a cleansing notice under section 708A(5)(e) of the Corporations Act, the Company must either:

• (i) issue a prospectus on the date that the Shares are issued under paragraph (a) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

• (ii) issue a prospectus before the date that the Shares are issued under paragraph (a) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

11. 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. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

12. Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

13. Adjustment for Entitlements Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 12 will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.

14. Adjustments for Reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholders will be varied in accordance with the Listing Rules.

• 29 -

Schedule 3 – Terms and Conditions of the Class D, E and F Options

1. Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.

2.

Exercise Price and Expiry Date

The Options have the following Exercise Price and an Expiry Date:

Class	Number of Options	Exercise Price	Vesting Condition	Expiry Date
A	3,000,000	$0.40	Nil	5.00pm WST on the date which is 3 years from the date of issue
B	3,000,000	$0.55
C	3,000,000	$0.70

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

3. Exercise Period

The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

4. Quotation of the Options

The Options will be unquoted.

5. Transferability of the Options

The Options are not transferable, except with the prior written approval of the Company.

6. Notice of Exercise

The Options may be exercised 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.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

7. Cashless Exercise

The holder may, in their absolute discretion, elect to exercise some or all of their Options by setting-off the Exercise Price against the number of Shares which the holder is entitled to receive upon exercise of their Options ( Cashless Exercise Facility ) in accordance with the following formula:

==> picture [76 x 25] intentionally omitted <==

where:

A = the number of Shares (rounded down to the nearest whole number) to be issued to the holder pursuant to this paragraph;

B = the number of Shares otherwise issuable upon the exercise of the Options;

C = the Market Value of one Share determined as of the date of delivery to the Company of a Notice of Exercise where Market Value is determined to be the volume weighted average price for Shares on the ASX over the 5 trading days immediately prior to the date that the Company receives the Notice of Exercise; and

• 30 -

D = the Exercise Price of the Options.

8.

Lodgement Instructions

Cheques (if required) shall be in Australian currency made payable to the Company and crossed “Not Negotiable”. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry.

9.

Shares Issued on Exercise

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

10. Quotation of Shares on Exercise

Application will be made by the Company to ASX, on the Business Day the Shares are issued, for quotation of the Shares issued upon the exercise of the Options.

11. Timing of Issue of Shares

• (a) Subject to paragraph (b) below, within 3 Business Days after receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company must:

• (i) issue the Shares pursuant to the exercise of the Options;

• (ii) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (iii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

• (b) If the Company is not then permitted to issue a cleansing notice under section 708A(5)(e) of the Corporations Act, the Company must either:

• (i) issue a prospectus on the date that the Shares are issued under paragraph (a) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

• (ii) issue a prospectus before the date that the Shares are issued under paragraph (a) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

12. 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. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 Business Days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

13.

Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• 31 -

• (b) no change will be made to the Exercise Price.

14. Adjustment for Entitlements Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 12 will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.

15. Adjustments for Reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholders will be varied in accordance with the Listing Rules.

• 32 -

MATADOR MINING LTD

REGISTERED OFFICE:

SUITE 23 513 HAY STREET SUBIACO WA 6008

ACN: 612 912 393

SHARE REGISTRY:

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: MZZ

Holder Number: «HOLDER_NUM

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.

Lodge your proxy vote securely atwww.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: SECTION A: Appointment of Proxy SECTION B: Voting Directions OR The meeting chairperson VOTE ONLINE «ONLINE 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 WST on Tuesday 29 May 2018 at Suite 23, 513 Hay Street, Subiaco, Western Australia and at any adjournment of that meeting. RESOLUTION For Against Abstain 1.a. Approval to issue Shares - Benton 1.b. Approval to issue Class A Options - Benton 1.c. Approval to issue Shares - Nordmin For Against Abstain** 3.c. Approval to issue Class F Options - Grant Davey 3.d. Approval to issue Class G Options - Paul Criddle 4. Approval of appointment of Director - Mr Grant Davey SAMPLE	Lodge your proxy vote securely atwww.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: SECTION A: Appointment of Proxy SECTION B: Voting Directions OR The meeting chairperson VOTE ONLINE «ONLINE 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 WST on Tuesday 29 May 2018 at Suite 23, 513 Hay Street, Subiaco, Western Australia and at any adjournment of that meeting. RESOLUTION For Against Abstain 1.a. Approval to issue Shares - Benton 1.b. Approval to issue Class A Options - Benton 1.c. Approval to issue Shares - Nordmin For Against Abstain** 3.c. Approval to issue Class F Options - Grant Davey 3.d. Approval to issue Class G Options - Paul Criddle 4. Approval of appointment of Director - Mr Grant Davey SAMPLE	Lodge your proxy vote securely atwww.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: SECTION A: Appointment of Proxy SECTION B: Voting Directions OR The meeting chairperson VOTE ONLINE «ONLINE 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 WST on Tuesday 29 May 2018 at Suite 23, 513 Hay Street, Subiaco, Western Australia and at any adjournment of that meeting. RESOLUTION For Against Abstain 1.a. Approval to issue Shares - Benton 1.b. Approval to issue Class A Options - Benton 1.c. Approval to issue Shares - Nordmin For Against Abstain** 3.c. Approval to issue Class F Options - Grant Davey 3.d. Approval to issue Class G Options - Paul Criddle 4. Approval of appointment of Director - Mr Grant Davey SAMPLE	Lodge your proxy vote securely atwww.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: SECTION A: Appointment of Proxy SECTION B: Voting Directions OR The meeting chairperson VOTE ONLINE «ONLINE 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 WST on Tuesday 29 May 2018 at Suite 23, 513 Hay Street, Subiaco, Western Australia and at any adjournment of that meeting. RESOLUTION For Against Abstain 1.a. Approval to issue Shares - Benton 1.b. Approval to issue Class A Options - Benton 1.c. Approval to issue Shares - Nordmin For Against Abstain** 3.c. Approval to issue Class F Options - Grant Davey 3.d. Approval to issue Class G Options - Paul Criddle 4. Approval of appointment of Director - Mr Grant Davey SAMPLE	Lodge your proxy vote securely atwww.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: SECTION A: Appointment of Proxy SECTION B: Voting Directions OR The meeting chairperson VOTE ONLINE «ONLINE 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 WST on Tuesday 29 May 2018 at Suite 23, 513 Hay Street, Subiaco, Western Australia and at any adjournment of that meeting. RESOLUTION For Against Abstain 1.a. Approval to issue Shares - Benton 1.b. Approval to issue Class A Options - Benton 1.c. Approval to issue Shares - Nordmin For Against Abstain** 3.c. Approval to issue Class F Options - Grant Davey 3.d. Approval to issue Class G Options - Paul Criddle 4. Approval of appointment of Director - Mr Grant Davey SAMPLE
1.d. Approval of issue Class B Options - Nordmin 5. Approval of appointment of Director - Mr Paul Criddle
1.e. Approval of issue Class C Options - Nordmin 6. Ratification of prior issue of facilitation Shares
2. Approval to issue capital raising Shares
3.a. Approval to issue Class D Options - Grant Davey
3.b. Approval to issue Class E Options - Grant Davey

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: Signature of Security Holder(s)

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 & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 11:00am WST on Sunday 27 May 2018. + MZZPX2290518 1 2 MZZ MZZPX2290518

MZZPX2290518

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

5. SIGNING INSTRUCTIONS

This is the name and address on the Share Register of the Company. 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.

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.

2. APPOINTMENT OF A 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 the Company.

Chairperson of the Meeting please write the name of that person in Section A. Companies: where the Company has a Sole Director who is also the Sole If you leave this section blank, or your named Proxy does not attend the meeting, Company Secretary, this form must be signed by that person. If the Company the Chairperson of the Meeting will be your Proxy. A Proxy need not be a (pursuant to section 204A of the Corporations Act 2001) does not have a Company shareholder of the 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 3. DIRECTING YOUR PROXY HOW TO VOTE the office held in the appropriate place. To direct the Proxy how to vote place an "X" in the appropriate box against each If a representative of the corporation is to attend the meeting the appropriate item in Section B. Where more than one Proxy is to be appointed and the proxies "Certificate of Appointment of Corporate Representative" should be lodged with the are to vote differently, then two separate forms must be used to indicate voting Company before the meeting or at the registration desk on the day of the meeting. intentions. A form of the certificate may be obtained from the Company's share registry. 4. APPOINTMENT OF A SECOND PROXY 6. LODGEMENT OF PROXY You are entitled to appoint up to two (2) persons as proxies to attend the meeting Proxy forms (and any Power of Attorney under which it is signed) must be received and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form by Security Transfer Australia Pty Ltd no later than the date and time stated on the may be obtained by contacting the Company's share registry or you may photocopy form overleaf. Any Proxy form received after that time will not be valid for the this form. scheduled meeting. To appoint a second Proxy you must: a) On each of the Proxy forms, state the percentage of your voting rights or The proxy form does not need to be returned to the share registry if the votes have number of securities applicable to that form. If the appointments do not been lodged online. specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and Security Transfer Australia Pty Ltd b) Return both forms in the same envelope. Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, 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 Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.