BARYS RESOURCES LIMITED — AGM Information 2011

Nov 21, 2011

MINING GROUP LIMITED ACN 149 230 811

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : 22 December 2011 PLACE : The Park Business Centre 45 Ventnor Avenue WEST PERTH WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Ms Shannon Coates, on (+61 8) 9322 6424.

CONTENTS PAGE

Critical Dates	2
Important Information	3
Letter to Shareholders	5
Business of the Meeting	6
Explanatory Statement (explaining the proposed resolutions)	8
Glossary	22
Schedule 1 – Proforma Balance Sheet	24
Schedule 2– Terms and Conditions of Options	27

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CRITICAL DATES*

Event	Date
Announcement of execution of Heads of Agreement	7 November 2011
Dispatch Notice of Meeting	21 November 2011
Lodgement of Prospectus with the ASIC	9 December 2011
Offer under Prospectus opens	9 December 2011
Closing Date for Offer	21 December 2011
General Meeting	22 December 2011
Settlement of Acquisition	23 December 2011

• This timetable is indicative only and subject to change. The Directors of Mining Group Limited reserve the right to amend the timetable.

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IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Thursday 22 December 2011 at:

The Park Business Centre 45 Ventnor Avenue WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm (WST) on 20 December 2011.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

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

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

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

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• (c) 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

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

Transfer of non-chair proxy to chair in certain circumstances

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

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

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

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

• (d) either of the following applies:

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

• (ii) 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.

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LETTER TO SHAREHOLDERS

Dear Shareholder

I have pleasure in presenting an exciting opportunity which promises the potential of significant future growth for the Company.

Mining Group Limited (the Company or MGL ) was incorporated in February 2011 and converted to a public company in April 2011. In June 2011, MGL was admitted to the official list of the ASX. The current principal activities of the Company are the discovery and/ or acquisition of commercially significant mineral projects that can be readily brought into production. The tenements in which the Company currently has an interest are located in Western Australia and are collectively prospective for gold, base metals, diamonds and uranium.

As foreshadowed in the initial public offer prospectus, while continuing its existing exploration activities, the Company is also identifying and evaluating potential new acquisitions. Through that process, MGL has identified a project in the Philippines, which the Board considers will bring value to the Company. MGL has negotiated an agreement to acquire an 80% interest in the Comval Copper Gold Project ( Project ), through acquiring an 80% interest in Philco Mining Corp, a Philippine company which holds options and shares for an effective100% interest in the Project ( Acquisition ).

The Project is located in the Compostela Valley, in the Mindanao province of the Philippines, approximately 90km north of the Mindanao capital, Davao and consists of two exploration permits, EP-000001-XI ( EP1 ) and EP-000002-09-XI ( EP2 ) which are prospective for copper and gold. The Project covers an area of 4,310 hectares and is in the same geological belt as a number of other major copper and gold deposits, including King-king (St Augustine Mining), Diwalwal (Philippines Mining Development Corp) and CoO (Medusa). On satisfactory completion of due diligence, MGL intends to undertake a comprehensive reinterpretation and review of all available data with the view to designing an infill drilling program to define a JORC compliant resource.

The Acquisition is subject to the satisfaction of a number of conditions precedent, including Shareholder approval which is being sought at the General Meeting which is the subject of this Notice of General Meeting ( Notice ). I ask that you read the Notice and attached Explanatory Statement carefully, including the associated risks, advantages and disadvantages of the transaction.

The size of the proposed Acquisition and resultant change in both activities and the scale of the Company’s main undertaking represent a significant change in the Company’s activities.

Your Board believes this is a unique opportunity to participate in a project which has the potential to generate significant organic growth and widespread market support for both the Project and Company.

Yours sincerely

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Andrew Maurice Managing Director

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

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

“That, subject to the passing of Resolution 2, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities as described in the Explanatory Statement.”

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

2. RESOLUTION 2 – CAPITAL RAISING

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

“That, subject to the passing of Resolution 1, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 15,000,000 Shares at an issue price of $0.20 per Share, to raise up to $3,000,000, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 3 – ISSUE OF OPTIONS TO CYGNET CAPITAL PTY LTD

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 8,500,000 Options to Cygnet Capital Pty Ltd and/or its nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote,

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in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 4 – ISSUE OF OPTIONS TO MR ZEFFRON REEVES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 1,500,000 Options to Mr Zeffron Reeves and/or his nominee(s), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 9 NOVEMBER 2011

BY ORDER OF THE BOARD

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MS SHANNON COATES NON-EXECUTIVE DIRECTOR AND COMPANY SECRETARY MINING GROUP LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at The Park Business Centre at 10.00am (WST) on Thursday, 22 December 2011.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions numbered in the Notice of General Meeting.

1. RESOLUTION 1 - APPROVAL FOR CHANGE IN NATURE AND SCALE OF ACTIVITIES

1.1 Background

Mining Group Limited is a public company listed on the official list of the ASX (ASX code: MNE) and is predominantly concerned with the exploration for gold and base metals in Australia.

On 7 November 2011, the Company announced that it had entered into a binding Heads of Agreement with Cadan Resources Corporation (TSX: V:CXD) ( Cadan ) to acquire 80% of the shares in Philco Mining Corp ( Philco ) ( Heads of Agreement ). Philco is a Philippine company which holds a 100% interest in exploration permits EP1 and EP2, which comprise the Comval Copper Gold Project ( Project or Comval Project ). The Project is located in a copper and gold producing region in the Mindanao province in the Philippines. The Company intends to change the nature and scale of its activities to include copper and gold exploration and development in the Philippines.

Accordingly, Resolution 1 seeks approval from Shareholders for a change in the nature and scale of the activities of the Company to become a copper and gold exploration and development company with operations in the Philippines.

As outlined in Section 1.3 of this Explanatory Statement, the Company has entered into the Heads of Agreement for the purpose of acquiring an interest in the Project, via the acquisition of 80% of the shares in Philco.

Other information considered material to Shareholders’ decision on whether to pass Resolution 1 is set out in this Explanatory Statement, and Shareholders are advised to read this information carefully.

1.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

• (a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;

• (b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and

• (c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

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ASX has advised the Company that the Acquisition will result in a change in the nature and scale of its activities. As a result, the Company will need to obtain shareholder approval for the Acquisition and prepare a full form prospectus. However, the Company does not need to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

1.3 Acquisition of Philippine Copper and Gold Asset

Pursuant to the Heads of Agreement, Cadan agrees to:

• (a) procure Philco Holdings. Inc ( PHI ) (a wholly owned subsidiary of Cadan) to sell to the Company shares and options to acquire shares in Philco that will entitle the Company to 80% of the shares in Philco; and

• (b) grant the Company an option to acquire an 80% interest in the Batoto Gold/ Silver project, comprised of one exploration licence EP-109-XI and one application for an mineral sharing agreement APSA-246-XI ( Acquisition ).

In consideration for the Acquisition, the Company will:

• (a) pay $1,000,000 to Cadan ( First Payment ). The First Payment has initially been advanced to Cadan as a secured loan ( Loan ), pending shareholder approval for the Acquisition;

• (b) at Settlement, issue 2,600,000 fully paid ordinary shares in the Company and make a second cash payment of $2,000,000 to Cadan;

• (c) when (and if) the Company’s share price trades at or above $1 for 30 consecutive days, issue to Cadan 2,600,000 shares in the Company; and

• (d) if, within 24 months of settlement of the Acquisition (which period may be extended by up to a further 24 months), Cadan is successful in resolving the Dispute (as set out in Section 1.5 below), the Company must make a further $1,000,000 payment to Cadan (within 6 months of the Dispute being settled).

Cadan’s 20% interest in Philco, following completion of the Acquisition, will be free carried until the Company has spent a minimum of $48 million on the Project ( Minimum Expenditure Condition ). Following satisfaction of the Minimum Expenditure Condition, Cadan will be required to contribute to ongoing funding for the Project on a pro-rata basis.

The Acquisition is subject to the following outstanding conditions precedent:

• (a) the Company, Cadan, Philco, PHI and the other shareholders in Philco signing a detailed and definitive binding agreement in respect of the Acquisition;

• (b) the Company completing and being satisfied with due diligence investigations on the Comval Project, to the absolute discretion of the Company;

• (c) Philco’s board representation being agreed upon by all parties;

• (d) the other shareholders in Philco providing a consent in relation to the Acquisition;

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• (e) Philco restructuring its balance sheet to, inter alia, ensure that any moneys owing to Cadan or its group entities are non-recourse to the Company and only repayable from future production; and

• (f) all necessary regulatory and tax consents or approvals for the proposed Acquisition, if necessary, being received.

As at the date of this Notice of Meeting, none of the conditions precedent set out above has been satisfied. However, the Company anticipates that they will all be satisfied by the date of the Meeting.

Settlement of the Acquisition is due to occur on or about the date of the Meeting (22 December 2011).

In the event that the Acquisition does not proceed, the Loan is repayable in 12 months from the draw down date (i.e. early November 2012). Interest on the Loan will be capitalised at a rate of LIBOR plus 2% and Cadan has agreed to grant the Company security over the shares it controls in Philco and also EP2 as security for the Loan.

In conjunction with the Acquisition, the Company plans to raise up to $3,000,000 in working capital through the issue of new Shares as set out in Resolution 2. The proceeds raised, in addition to the Company’s existing cash balance of approximately $1.95 million at the date of this Explanatory Statement, will be used to fund the Acquisition, along with the Company’s existing exploration activities. The proceeds may also contribute to the funding of future acquisitions as detailed in Section 1.9.

1.4 Batoto Project Option

In addition to acquiring the Project, as part of the Acquisition, the Company will be granted an option to acquire an 80% interest in the Batoto Gold/ Silver project held by Cadan on the following terms:

• (a) the Company must exercise the option within 9 months of Settlement of the Acquisition; and

• (a) if the Company exercises the option to acquire an 80% interest in the Batoto Gold/ Silver project, it must, at settlement of that acquisition:

• (i) pay $3,000,000 to Cadan; and

• (ii) issue a further 5,200,000 shares to Cadan.

The Batoto Gold/ Silver project is an epithermal, low sulphidation gold prospect with gold mineralisation occurring in a complex gold and silver bearing stockwork of quartz veins and mineralised wall rock, identified over a 2.5km by 3km area.

It should be noted that the Company has not conducted any meaningful due diligence on the Batoto Gold/ Silver project.

1.5

Summary of the Dispute

Under a Strategic Co-operation and Development Agreement ( SCDA ) dated 18 January 2010 between REG, Philco and Cadan, REG has made a claim against Philco for unpaid invoices totalling $714,923.78. REG has claimed that it

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performed certain works for Philc and Cadan pursuant to the SCDA. Cadan and Philco dispute this claim. The matter is still pending resolution by arbitration in Singapore. Cadan and Philco have advised the Company that they are confident of a positive outcome in respect of this dispute.

In addition to the above, REG is seeking to enforce rights under the SCDA which would entitle it to conduct metallurgical testing and mineral processing operations on the Tagpura Skarn target, which is located within EP2. If these rights are upheld, Philco may not be able to conduct exploration operations over the Tagpura Skarn target. Once again, Cadan and Philco dispute the claim and are confident of a positive outcome.

1.6

Exploration Permits

The Comval Project consists of two exploration permits, EP-00001-XI ( EP1 ) and EP00002-09-XI ( EP2 ), covering an area of 4310 ha, which are prospective for copper and gold.

Three main targets exist on EP2 which have had extensive drilling carried out, Tagpura, Maangob and Kalamatan. The Company intends on focussing its exploration efforts over these targets (Figure 1).

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Figure 1 - Tenement map showing main targets and prospects at the Comval Project. EP-00001-XI and EP00002-09-XI subject to acquisition. EPA-009-XI and APSA-246-XI (within EPA-009-X)I subject to option to acquire agreement (Batoto Project).

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1.7 Location, Access and Development

The Comval Project, centred at about 7°29’N latitude/126°08’W longitude, is situated in Barangay Camanlangan, Municipality of New Bataan, Compostela Valley Province, approximately 90km north of Davao (Figure 2).

Access to the Project from Davao City is via the National Highway, a distance of about 95km. Local infrastructure is good, with well maintained all weather tar and gravel roads.

The Project area is crossed by a number of primary and secondary roads that access local villages and a number of rough secondary roads and pack trails that access local miners’ workings.

The Project is well supported by the City of Davao, which is the chief commercial centre on the island of Mindanao, with an international airport and commercial shipping port. Davao also provides a wide range of services to mining operations in the area.

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Figure 2 - Location map for the Comval Project with major deposits of the region shown in blue.

1.8 Proposed Exploration Program

The Company intends to advance the Project by undertaking:

• (a) a full data compilation and review with a view to calculating a maiden JORC compliant resource estimate for the Tagpura target;

• (b) a preliminary metallurgical test work program from existing drill cores from the Tagpura, Maangob and Kalamatan targets; and

• (c) resource definition drilling at Tagpura and extensional/exploration drilling at Maangob, Kalamatan and newly identified targets.

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1.9 Future Acquisitions

The Company intends to pursue further project opportunities in line with its investment strategy of acquiring and developing quality minerals assets.

1.10

Summary of the Exploration Rights

At completion of the Acquisition the Project will consists of two registered exploration permits as set out in the following table:

	PERMIT NUMBER	REGISTERED HOLDER	AREA (HECTARES)
				TERM EXPIRY DATE	MINERAL	LOCATION
1.	EP- 000001- XI	Philco Mining Corp.	[2170.82	30 January 2011 (A renewal for another 2 years was lodged on 1 December 2010 and is awaiting approval)	Copper Gold	East Mindanao Province
2.	EP- 000002- 09-XI	Philco Mining Corp.	2,139.44	9 December 2011 (May be renewed for another 2 years. A renewal will be lodged prior to the due date)	Copper Gold	East Mindanao Province

Under Philippines mining legislation EP’s have a term of two (2) years renewable for like terms but not to exceed a total term of six (6) years for non-metallic minerals and eight (8) years for metallic minerals. Further detail with respect to tenure will be provided in the Prospectus.

1.11 Fees Payble

The Company has engaged the services of Cygnet Capital Pty Ltd (ACN 103 488 606) ( Cygnet Capital ), a licensed securities dealer to manage the Acquisition. The Company will pay:

• (a) to Cygnet Capital (exclusive of GST):

• (i) 8,500,000 Options, the subject of Resolution 3;

• (ii) a $100,000 cash fee, payable upon acquisition of the 80% interest in Philco; and

• (iii) a 3% Net Profit Royalty, payable for a period of 8 profitable years, for all metals produced by the joint venture between the Company (only payable on the Company’s interest in Philco); and

• (b) to Mr Zeff Reeves (a technical consultant):

• (i) a fee of $12,000 per month pursuant to a technical mandate (exclusive of GST); and

• (ii) 1,500,000 Options, the subject of Resolution 4.

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1.12 Capital structure

The capital structure of the Company following completion of the Share Sale Agreement and the Capital Raising is as follows:

	Shares	Options
Current issued capital1	26,050,001	11,474,573
Issued pursuant to Capital Raising3	15,000,000	Nil
Issued pursuant to Acquisition3	2,600,000	Nil
Options to be issued as fees to Zeff Reeves	Nil	1,500,000
Options to be issued as fees to Cygnet Capital	Nil	8,500,000
Total on completion of Acquisition and Capital Raising4	43,650,001	21, 474,573

Notes:

1. Assumes no further securities are issued prior to settlement of the Acquisition, other than as set out in the table.

2. Assumes the Capital Raising is fully subscribed.

3. Shareholder approval will be sought for the issue of these Shares.

4. Assumes that no Options are exercised.

1.13 Advantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the proposed Resolutions:

• (a) the Acquisition provides an opportunity for the Company to diversify into copper and gold exploration in an area of the world which contains prolifically mineralised volcanic arcs that are prospective for copper, gold and nickel and is excellent for mineral exploration and development;

• (b) the acquisition of an existing company, will enable the Company to tap into the established nature of Philco, allowing the Company to avoid the start up costs and bureaucratic delay involved in a foreigner acquiring a new company in the Philippines;

• (c) the Philippine government is committed to providing a competitive investment climate and adequate protection of the rights and privileges of mining investors. It promotes rational exploration, development and utilisation of mineral resources guided by a commitment to responsible mineral development;

• (d) the Philippines is proximal to countries which have a high demand for metals, such as Japan, Korea and China. While this is not of significance to the Company while the Project is in exploration stages, it may be

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beneficial to the Company if it is able to bring the Project into production in the future;

• (e) the Acquisition will reduce risk in the Company’s operating profile through increased geographic diversity; and

• (f) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company’s Shares.

1.14 Disadvantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the proposed Resolutions:

• (a) the Company will be changing the nature of its activities to become a company focused on copper and gold exploration activities in the Philippines, which may not be consistent with the objectives of all Shareholders;

• (b) there are many risk factors associated with the change in nature of the Company’s activities, including sovereign risk, and risks associated with the requirement to obtain environmental and other regulatory approvals;

• (c) a significant future outlay of funds will be required which will increase funding pressure on the Company in order to continue exploration of the Project and its existing West Australian projects;

• (d) current Shareholders will have their interests in the Company diluted by the Capital Raising and any further equity funding undertaken by the Company; and

• (e) as with most acquisitions, the risks associated with integration are a consideration. The integration of the management and corporate teams will require evaluation by the Board and may result in the prospective benefits of the Acquisition not being realised or fully realised; and

• (f) the Acquisition exposes the Company to a number of risks which are discussed in Section 1.15 below.

1.15

Risk Factors

Shareholders should be aware that if the proposed Acquisition is approved, the Company will be subject to various risk factors. Based on the information available, a list of the identified major risk factors is set out below. The list is not exhaustive:

Specific Risks

• (a) Conditions and Renewal of Licences

EP1 and EP2 are governed by Philippine legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as

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other conditions requiring compliance. Consequently, Philco could lose title to, or its interest in, the licences if any licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

Each of EP1 and EP2 are up for renewal in the near future. The renewal of the term of each licence is usually at the discretion of the relevant government authority. While the Company has no reason to believe that the upcoming renewals will not be obtained, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on the licences if this were to occur.

(b) Counterparty and Contractual Risk

Pursuant to the Heads of Agreement, the Company has agreed to acquire an 80% interest in Philco subject to the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend on the performance by Cadan of its obligations under the Heads of Agreement. If Cadan defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy.

Legal action instituted in Australia or overseas can be costly. There can be no guarantee that a legal remedy will ultimately be granted on the appropriate terms.

(c) Nationality restriction

Philippine regulations require that for the Company (as a foreign investor) to acquire more than forty percent (40%) of Philco’s equity:

• (i) Philco’s articles of incorporation must be amended to remove land ownership as one of its business purposes; and

• (ii) the Company must increase the paid-up capital of Philco to at least US$200,000.

The Company intends to eliminate this risk prior to the date of the Meeting and the Company’s advisers have confirmed that this is achievable.

Notwithstanding this, there remains a minor risk that the Company will not be able to complete both of the above matters in the time available, in which case, the Company may not be able to receive the full benefit of the Acquisition.

(d) The Dispute

The resolution of the pending arbitration case with REG for the alleged breach of the SCDA could have serious implications on the ability of MGL to operate the entire area covered by EP2. As indicated above, REG claims that under the SCDA it has the right to undertake the management of required additional metallurgical test work and manage the mineral processing of the Tagpura Skarn target. Accordingly, if REG is deemed to be the rightful operator of the Tagpura

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Skarn target, the Company may not be permitted to conduct exploration over EP2 to the fullest extent.

(e) Consent of GLSI

On 2 July 1997, G. Lluch & Sons, Inc. ( GLSI ) and Philco entered into an Exploration Agreement whereby GLSI granted Philco the exclusive right to apply for an exploration permit over some of GLSI’s mining claims and conduct exploration and drilling activities on those permits ( Exploration Agreement ). Under a supplementary agreement in 2011, to amend the Exploration Agreement, any transfer of the mineral properties (which could include the right over EP2) would require the consent of GLSI. The Company bears the risk that if the mineral properties referred to in the supplementary agreement cover the Project, it would be necessary to seek the consent of GLSI prior to transferring the rights to EP2 to another entity, which may be required depending on the final Acquisition structure.

(f) Environmental Risk

120 hectares out of the 2,139 hectares of EP2 is considered by the Protected Areas, Wildlife and Coastal Management Services (in the Philippines) as wilderness areas closed to mining activities. There is a risk that this area could be eventually excluded from EP2 or any successor to that permit. The Company would need to evaluate the importance to future exploration and mining operations of this specific area.

Further, the operations and proposed activities of the Project are subject to Philippine laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

(g) Future capital requirements

Significant future funding may be required by the Company to develop the Project. There can be no assurance that such funding will be available on satisfactory terms or at all. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration program as the case may be, which may adversely affect the business and financial condition of the Company and its performance.

(h) Sovereign and Political Risks Associated with Operating in the Philippines

The Project is located in the Philippines and the Company will be subject to the risks associated with operating in that country, including various levels of political, economic and other risks and uncertainties.

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(i) Indigenous Heritage Protection

Under the Mining Act (Philippines), no mining permit may be issued on areas subject of ancestral land claims or verified by the appropriate government agency as actually being occupied by indigenous cultural communities/indigenous peoples ( ICCs/IPs ), except with their prior consent. Prior consents shall be obtained as far as practicable in accordance with the customary laws of the ICCs/IPs concerned.

The Indigenous People’s Act of 1997 (Philippines) and its implementing rules and regulations also provide that no permit will be issued, granted or renewed by the concerned government agency without the NCIP first having issued a certificate which will only be issued after securing the free and prior informed consent of the affected ICCs/IPs.

A memorandum of agreement was entered into between Philco and the ICCs/IPs. There has been a request by the IPs/ICCs to cancel the memorandum, following allegations that the signatories of the IPs/ ICCs to the MOA lack the authority to represent the ICCs/IPs. If the complainants were successful, access to the Project could be limited until another memorandum of understanding between the parties is executed. For the complaint to be successful, the complainants would have to overcome the presumption of regularity afforded the execution of the memorandum due to the Philippine government also being a signatory, which would require strong evidence, of which the Company understands there is none to date.

(j) Seasonal Weather

The Philippines experiences large seasonal weather changes which may adversely affect drilling operations and site services and assets. Such extreme weather conditions may create access and operational difficulties and negatively affect results and progress accordingly. In saying this, it is understood that year round drilling access has been demonstrated at the Project by Cadan.

(k) Identified due diligence risks

Based on the due diligence conducted to date, the Company has identified other risks relevant to Philco including:

(i) illegal small scale miners; and

(ii) allegations of non payment of employment benefits.

The Company intends to manage these risks prior to lodgement of the Prospectus for the Capital Raising the subject of Resolution 2, however, there is a risk that if these matters are not attended to, the Company will not be able to receive the full benefit of the Acquisition.

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General Risks

The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors.

(a) Exploration Success

There can be no assurance that exploration of the Project will result in the discovery of economic copper and gold deposits. Even if an apparently viable deposit is identified, there is no guarantee it can be economically exploited.

(b) Foreign exchange risk

The Company will be exposed to the volatility and fluctuations of the exchange rate between the United States dollar, the Philippine peso and the Australian dollar.

Global currencies are affected by a number of factors that are beyond the control of the Company. These factors include economic conditions in the relevant country and elsewhere and the outlook for interest rates, inflation and other economic factors. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities together with the ability to fund those plans and activities.

(c) Insurance risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect of the business, financial condition and results of the Company.

Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

(d) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(e)

Market risk

Share market conditions may affect the value of the Company’s quoted Securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;

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• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) commodity price fluctuations;

• (v) changes in investor sentiment toward particular market sectors;

• (vi) the demand for, and supply of, capital; and

• (vii) terrorism and other hostilities.

• (f) Potential Acquisitions

As part of its business strategy, the Company intends to make acquisitions of, or significant investments in, complementary companies or projects. Any such future transactions would be accompanied by the risks commonly encountered in making such acquisitions.

• (g) Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

1.16 Directors’ Recommendation

The Directors of Mining Group Limited unanimously recommend the Acquisition and that Shareholders vote in favour of Resolution 1. The Board is of the view that the Acquisition will give the Company’s Shareholders the opportunity to participate in a potentially significant exploration program in a prospective copper/gold region.

1.17 Competent Person

The information in this Notice that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Zeff Reeves, a consultant to the Company.

Mr Reeves has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

Mr Reeves consents to the inclusion in this Notice of the matters based on his information in the form and context in which it appears.

1.18 Pro Forma Balance Sheet

A pro forma balance sheet of the Company showing the effect of the transactions contemplated by this Notice is set out in Schedule 1.

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2. RESOLUTION 2 – CAPITAL RAISING

2.1 General

Resolution 2 seeks Shareholder approval to enable the Company to issue and allot up to 15,000,000 Shares at an issue price of $0.20 each, to raise up to $3,000,000 ( Capital Raising ).

The Capital Raising will take place under a full form prospectus to be prepared by the Company.

The Company has engaged the services of Cygnet Capital Pty Ltd (ACN 103 488 606) ( Cygnet Capital ), a licensed securities dealer (AFSL 241095) to manage the Capital Raising. The Company will pay to Cygnet Capital (exclusive of GST) a 5% capital raising fee and 1% management fee on the funds raised under the Capital Raising (up to $180,000 in total).

None of the subscribers for Shares under the Capital Raising will be related parties of the Company for the purpose of Listing Rule 10.11.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Directors 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.

2.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX 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 15,000,000;

• (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 ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be $0.20 per Share;

• (d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (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; and

• (f) the Company intends to use the funds raised from the Capital Raising towards:

• (i) the cost of the Acquisition, as detailed in Section 1.3 of this Explanatory Statement;

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(ii) additional project evaluation;

(iii) the costs of the Capital Raising; and

(iv) working capital.

3. RESOLUTION 3 – PLACEMENT – OPTIONS TO CYGNET CAPITAL PTY LTD

3.1 General

Resolutions 1 and 2 are seeking shareholder approval to the Acquisition and the Capital Raising. The Company has engaged Cygnet Capital Pty Ltd ( Cygnet Capital ) to assist with both of these transactions and in consideration for those services has agreed to make certain cash payments, as set out in Section 2.1 above, and to issue 8,500,000 Options.

Resolution 3 seeks Shareholder approval for the grant of those 8,500,000 Options in consideration for the lead manager services to be provided by Cygnet Capital ( Cygnet Capital Options ).

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

The effect of Resolution 3 will be to allow the Directors to grant the Cygnet Capital Options pursuant to Resolution 3 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Cygnet Capital Options to be issued is 8,500,000;

• (b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Options will be allotted on one date (on or about the date of the Meeting);

• (c) the Cygnet Capital Options will be issued for nil cash consideration as they are in part consideration for introducing the Acquisition to the Company. Accordingly, no funds will be raised from their issue;

• (d) the Cygnet Capital Options will be issued to Cygnet Capital and/or its nominee(s), who is not a related party of the Company; and

• (e) the Cygnet Capital Options will be issued on the terms and conditions set out in Schedule 2.

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4. RESOLUTION 4 – PLACEMENT – OPTIONS TO MR ZEFFRON REEVES

4.1 General

Resolution 4 seeks Shareholder approval for the grant of 1,500,000 Options in consideration for technical consulting services provided by Mr Zeffron Reeves ( Reeves Options ).

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

The effect of Resolution 4 will be to allow the Directors to grant the Reeves Options pursuant to Resolution 4 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.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

• (a) the maximum number of Reeves Options to be issued is 1,500,000;

• (b) the Reeves Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Options will be allotted on one date (on or about the date of the Meeting);

• (c) the Reeves Options will be issued for nil cash consideration in satisfaction of the technical consulting services provided by Mr Reeves and accordingly no funds will be raised from the issue of the Reeves Options;

• (d) the Reeves Options will be issued to Mr Zeffron Reeves and/or his nominee(s), who is not a related party of the Company; and

• (e) the Reeves Options will be issued on the terms and conditions set out in Schedule 2.

5. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Ms Shannon Coates, on (+61 8) 9322 6424 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Acquisition means the acquisition by the Company of 80% of Philco pursuant to the Heads of Agreement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Cadan means Cadan Resources Corporation (a company incorporated in Canada).

Capital Raising means the capital raising as proposed in Resolution 2.

Company means Mining Group Limited (ACN 149 230 811).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Cygnet Capital Option means an Option, the subject of Resolution 3.

Directors means the current directors of the Company.

Dispute means the dispute as set out in Section 1.5 above.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Heads of Agreement means the amended and restated heads of agreement between the Company, Cadan, PHI and the shareholders of Philco dated 4 November 2011.

Notice of Meeting or Notice of General Meeting means this notice of General Meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

PHI means Philco Holdings. Inc., a wholly owned subsidiary of Cadan (a company incorporated in Canada).

Philco means Philco Mining Corp. (a company incorporated in the Philippines).

Project means the Comval Copper Gold project located in the Compostella Valley in the Mindanao province in the Philippines.

Reeves Option means an Option, the subject of Resolution 4.

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REG means REG Mineral Processing Services Pty Ltd (ACN 138 282 407).

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Settlement means settlement of the Acquisition, which will occur in accordance with the terms and conditions of the Heads of Agreement.

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

Shareholder means a holder of a Share.

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

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SCHEDULE 1 – PRO FORMA BALANCE SHEET AT 30 JUNE 2011

			30 June 2011	30 June 2011	30 June 2011
		Note	Audited	Proforma post Capital Raising	Proforma post Transaction
			($)	($)	($)
CURRENT ASSETS
Cash and equivalents	cash		2,573,939	2,623,064	2,343,064
Other current assets			13,180	13,180	13,180
TOTAL CURRENT ASSETS			2,587,119	2,636,244	2,356,244
NON-CURRENT ASSETS
Exploration Costs			47,186	47,186	47,186
Secured Loan		1.			1,000,000
Investment in JV		2.			2,520,000
TOTAL NON-CURRENT ASSETS			47,186	47,186	3,567,186
TOTAL ASSETS			2,634,305	2,683,430	5,923,430
CURRENT LIABILITIES
Trades and payables	other		235,825	235,825	235,825
TOTAL CURRENT LIABILITIES			235,825	235,825	235,825
TOTAL LIABILITIES			235,825	235,825	235,825
NET ASSETS			2,398,480	2,447,605	5,687,605
EQUITY
Issued Capital		3.	2,428,093	2,477,218	5,817,218
Accumulated Losses		4.	-29,613	-29,613	-129,613
Option Reserve					0
TOTAL EQUITY			2,398,480	2,447,605	5,687,605
Notes:

1. The Company will agreed to pay $1,000,000 to Cadan ( First Payment ). The First Payment will initially be advanced to Cadan as a secured loan which will be applied toward the First Payment following shareholder approval for the Transaction.

2. $2,000,000 in cash to be paid and 2,600,000 fully paid ordinary shares to be issued to Cadan subject to the receipt of shareholder approval and upon execution of formal documentation for the right to acquire 80% of PMC.

3. To fund the Transaction and working capital, the Company intends to undertake a capital raising through the issue of up to 15,000,000 Shares at $0.20 each to raise a total of up to $3,000,000. ( Capital Raising ).

4. A $100,000 cash fee is payable to Cygnet Capital upon acquisition of the 80% interest in the Comval Project.

SCHEDULE 2- TERMS AND CONDITIONS OF OPTIONS

TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

a) Exercise Price

The exercise price of each Option is 20 cents.

b) Entitlement

Each Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.

c) Option Period

The Options will expire at 5.00pm WST on 1 July 2014. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

d) Ranking of Share Allotted on Exercise of Option

Each Share allotted as a result of the exercise of any Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.

e) Voting

A registered owner of an Option ("Option Holder") will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, a member of the Company.

f) Transfer of an Option

Options are transferable at any time prior to the expiry date. This right is subject to any restrictions on the transfer of Options that may be imposed by the ASX in circumstances where the Company is listed on the ASX.

g) Method of Exercise of an Option

• (i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.

• (ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 20 cents ($0.20) per Share.

• (iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

• (iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.

• (v) If the Company is listed on the ASX, the Company will within 3 business days from the date of

issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

• (vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

h) ASX Listing

The Company will apply for Quotation of the Options on the ASX.

i) Reconstruction

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

j) Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

• k) No Change of Options' Exercise Price or Number of Underlying Shares Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

ABN 73 149 230 811

Lodge your vote:

 By Mail: Level 1 173 Mounts Bay Road Perth WA 6000

Alternatively you can fax your form to 08 9322 6778

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 10:00am (WST) Tuesday 20 December 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

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SRN/HIN:

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Mining Group Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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 Mining Group Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA 6005 on Thursday, 22 December 2011 at 10:00am (WST) and at any adjournment of that meeting.

Items of Business 

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

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For Against Abstain
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			For	Again	st Abstain
Resolution	1	Change to Nature and Scale of Activities
Resolution	2	Capital Raising
Resolution	3	Issue of Options to Cygnet Capital Pty Ltd
Resolution	4	Issue of Options to Mr Zeffron Reeves

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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