AUSTRALIAN MINES LIMITED — Proxy Solicitation & Information Statement 2017

Mar 9, 2017

PROXY FORM

ABN 29 126 129 413

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GENERAL MEETING

I/We of Appoint Name of proxy OR the Chair of the General Meeting as your proxy

being a member of Australian Mines Limited entitled to attend and vote at the General Meeting, hereby

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at Royal South Yarra Lawn Tennis Club, Committee Room, 310 Williams Road North, Toorak VIC 3142 10.30 am AEST on Tuesday, 11 April 2017, and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on Business of the General Meeting	Voting on Business of the General Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Ratification of issue of securities
Resolution 2	Approval to issue notes and shares on conversion of notes
Resolution 3	Approval to issue shares under Arlington Agreement
Resolution 4	Approval to issue shares under Tenement Sale Agreement

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ______________________%

Signature of Member(s)

Signature of Member(s)			Date: ____________________________
Individual or Member 1	Member 2		Member 3
Sole Director/Company Secretary	Director		Director/Company Secretary
Contact Name: ___________________________________________		Contact Ph (daytime): _____________________________

E-mail Address: ___________________________________________ Consent for contact by e-mail YES NO

Instructions for Completin g ‘Appointment of Proxy’ Form

1. A Shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a Shareholder of the Company. In the case of joint holders, all must sign.

3. Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

4. Completion of a proxy form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.

5. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

6. To vote by proxy, please complete and sign the Proxy Form enclosed and either send the Proxy Form:

• (a) by delivering it in person to Advanced Share Registry Limited, 110 Stirling Highway, Nedlands WA 6009;

• (b) by post, to Advanced Share Registry Limited, PO Box 1156, Nedlands WA 6909;

• (c) by facsimile to facsimile number (08) 9262 3723; or

• (d) by email, to admin@advancedshare.com.au in PDF form, so that it is received not later than 10.30am AEST on 9 April 2017 .

Proxy forms received later than this time will be invalid.