BARYS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2012

Oct 17, 2012

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G

E X P L A N A T O R Y S T A T E M E N T

P R O X Y F O R M

Date of Meeting

16 November 2012

Time of Meeting

11.00am (WST)

Place of Meeting

Mining Group Limited Ground Floor, 3 Richardson Street WEST PERTH WA 6005

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

www.mininggroup.net.au/annualreport

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

The Annual General Meeting of Shareholders of Mining Group Limited ABN 73 149 230 811 ( Company ) is to be held on Friday 16 November 2012 at Ground Floor, 3 Richardson Street, West Perth, Western Australia, commencing at 11.00am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

Terms and abbreviations used in this Notice of Annual General Meeting and accompanying Explanatory Statement are defined in the Glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2012

To receive and consider the annual Financial Statements of the Company for the year ended 30 June 2012 including the Directors’ Report and the Auditor’s Report as set out in the Company’s Annual Report.

Resolution 1 – Non Binding Resolution to adopt Remuneration Report

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

“To adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2012."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter[1] . However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b) it is not cast on behalf of a Restricted Voter.

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

1 “Restricted Voter” means Key Management Personnel and their Closely Related Parties as defined in the glossary.

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Resolution 2 – Re-election of Director – Mr Robert Butchart

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

“That, Mr Robert Butchart, having been appointed as an additional director of the Company on 1 March 2012, who retires in accordance with clause 13.5 of the Company’s Constitution and being eligible and offering himself for election, be elected as a Director of the Company. “

Resolution 3 – Re-election of Director – Mr Colin (Cobb) Johnstone

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

“That, Mr Colin (Cobb) Johnstone, having been appointed as an additional director of the Company on 24 May 2012, who retires in accordance with clause 13.5 of the Company’s Constitution and being eligible and offering himself for election, be elected as a Director of the Company.“

Resolution 4 – Re-election of Director – Mr Zeffron Reeves

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

“That, Mr Zeffron Reeves, having been appointed as an additional director of the Company on 17 July 2012, who retires in accordance with clause 13.5 of the Company’s Constitution and being eligible and offering himself for election, be elected as a Director of the Company.“

Resolution 5 – Re-election of Director – Mr Winton Willesee

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

“That, Mr Winton Willesee, who retires in accordance with clause 13.2 of the Company’s Constitution and being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

Resolution 6 – Approval of Additional 10% Placement Capacity

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

"That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the allotment and issue of Equity Securities up to 10% of the issued capital, calculated in accordance within Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution 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 will 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.

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Resolution 7: Change of Company Name

To consider, and if thought fit, to pass the following resolution as a special resolution :

"That pursuant to section 157(1)(a) of the Corporations Act, the name of the Company be changed to "Gintanso Limited".

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

DATED THIS 28 DAY OF SEPTEMBER 2012

BY ORDER OF THE BOARD

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Shannon Coates

Company Secretary

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How to vote

Shareholders can vote by either:

• attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

• A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1, if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy

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appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.

• To be effective, proxies must be lodged by 11.00am (Perth time) on 14 November 2012. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• (a) by returning a completed proxy form in person to Ground Floor, 3 Richardson Street, West Perth, Western Australia 6005; or

• (b) by faxing a completed proxy form to or by fax to +61 8 9486 1258.

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 11.00am (Perth time) on 14 November 2012. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (Perth time) on 14 November 2012.

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M I N I N G G R O U P L I M I T E D A B N 7 3 1 4 9 2 3 0 8 1 1

E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of Mining Group Limited ( Company ).

The Directors recommend shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2012

The first item of the Notice of Annual General Meeting deals with the consolidated annual financial report of the Company for the financial year ended 30 June 2012 together with the Directors’ Declaration and Report in relation to that financial year and the Auditor’s Report on those Financial Statements being laid before the Annual General Meeting. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The reports are available on the Company’s website at www.mininggroup.net.au.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent Audit Report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the Auditor in relation to the conduct of the audit.

RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

The Directors’ Report for the year ended 30 June 2012 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and executives of the Company. Section 250R(3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2012 AGM, and then again at the 2013 AGM, the Company will be required to put a resolution to the 2013 AGM, to approve calling an extraordinary

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general meeting (Spill Resolution). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene an extraordinary general meeting (Spill Meeting) within 90 days of the 2013 AGM. All of the Directors who were in office when the 2013 Directors’ Report was approved, other than the Managing Director, will (if they wish to continue in their role) need to stand for re-election at the Spill Meeting.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the undirected proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such undirected proxies to vote in favour of the Resolution.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ROBERT BUTCHART

Clause 13.5 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to section 13.5 of the Constitution, any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Butchart was appointed to the Board on 1 March 2012 to act as non-executive Director. In accordance with clause 13.5 of the Constitution, Mr Butchart now seeks re-election as a Director at this Annual General Meeting.

Mr Robert Butchart Non-Executive Director

Mr Butchart has been involved in the mining industry for more than 25 years. He has owned and operated exploration companies and drilling rigs in Australia and overseas, and has been involved in heap leaching operations and narrow vein underground gold mines.

Mr Butchart is the President and Chief Executive Officer of Cadan Resources Limited, from whom Mining Group recently acquired an 80% interest in the Comval Copper Gold Project in the Philippines.

Directors’ Recommendation

The Board (other than Mr Butchart) recommends shareholders vote in favour of the Resolution.

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RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR COLIN (COBB) JOHNSTONE

Clause 13.5 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to section 13.5 of the Constitution, any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Johnstone was appointed to the Board on 24 May 2012 to act as non-executive Director. In accordance with clause 13.5 of the Constitution, Mr Johnstone now seeks re-election as a Director at this Annual General Meeting.

Mr Colin (Cobb) Johnstone Non-Executive Director

Qualifications: Bachelor of Engineering (Mining)

Mr Johnstone was formerly Chief Operating Officer at both Equinox Minerals Limited, and Sino Gold Mining Limited prior to their respective acquisitions by Barrick Gold Corporation and Eldorado Gold Corporation. Most recently, he was Managing Director of Territory Resources Limited.

He is a mining engineer with over 30 years' experience in the copper, gold and metalliferous mining industries, including both large open cut and underground operations. Mr Johnstone has extensive industry experience, having served as General Manager at some of Australia's largest mines, including KCGM, Olympic Dam and Northparkes. He has successfully constructed and operated mines in offshore jurisdictions including Zambia, China, Canada, Argentina as well as Australia.

Directors’ Recommendation

The Board (other than Mr Johnstone) recommends shareholders vote in favour of the Resolution.

RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR ZEFFRON REEVES

Clause 13.5 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to section 13.5 of the Constitution, any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Reeves was appointed to the Board on 17 July 2012 as Managing Director. In accordance with clause 13.5 of the Constitution, Mr Reeves now seeks re-election as a Director at this Annual General Meeting.

Mr Zeffron Reeves Managing Director

Qualifications: B.Sc (Hons) (Applied Geology), MBA, MAIG

Mr Reeves is an experienced geologist with more than 15 years experience. Importantly, he is very familiar with the Company’s Comval Project, having provided technical, corporate and commercial consulting services to the Company during

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the project acquisition process and in developing and executing the Company’s current exploration programme.

Prior to working with the Company on its Comval Project, Mr Reeves worked with Cleveland Mining Company Ltd (Cleveland) as Principal Exploration Geologist, where he was responsible for the delineation of the Premier Gold Mine resource as well as several new discoveries within the Crixas greenstone belt in Brazil.

Mr Reeves has also had discovery success in Brazil and Australia, having delineated previously unknown mineralisation within the Pocone Goldfield, Mato Grosso, Brazil while with Ashburton Minerals Ltd (Ashburton), as well as uncovering the potential of Ashburtons’ Mt Webb Project by delineating and expanding copper and gold mineralising systems on that project.

Mr Reeves has a broad range of experience, from grass roots exploration to underground mining. He also has extensive corporate and commercial experience gained as commercial manager for a WA based electrical engineering contracting business and in his roles with Cleveland and Ashburton, and has an MBA from the Curtin Graduate School of Business.

Directors’ Recommendation

The Board (other than Mr Reeves) recommends shareholders vote in favour of the Resolution.

RESOLUTION 5 – RE -ELECTION OF DIRECTOR – MR WINTON WILLESEE

Mr Willesee retires by rotation in accordance with clause 13.2 of the Company’s Constitution and, being eligible, offers himself for re-election.

Mr Winton Willesee Non-Executive Chairman

Qualifications: BBus, DipEd, PGDipBus, MCom, FFin, CPA, MAICD, ACIS/ACSA.

Mr Willesee is an experienced company director. Mr Willesee brings a broad range of skills and experience in strategy, company administration, corporate governance, company public listings, merger and acquisition transactions, reconstructions and corporate finance from his background with listed and unlisted public and other companies.

Mr Willesee holds a Master of Commerce, Post-Graduate Diploma in Business (Economics and Finance), a Graduate Diploma in Applied Corporate Governance, a Graduate Diploma in Applied Finance and Investment, a Graduate Diploma in Education and a Bachelor of Business. He is a Fellow of the Financial Services Institute of Australasia, a Member of CPA Australia and a Chartered Secretary.

As well as his position with Mining Group Limited, Mr Willesee is currently the Chairman of Cove Resources Limited and BioProspect Limited, a director and company secretary of Base Resources Limited, Coretrack Limited, Newera Resources Limited and Otis Energy Limited and a director of Torrens Energy Limited.

Directors’ Recommendation

The Board (other than Mr Willesee) recommends shareholders vote in favour of the Resolution.

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RESOLUTION 6 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Background

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital (Additional 10% Placement Capacity). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An entity will be eligible to seek approval under Listing Rule 7.1A if: (a) the entity has a market capitalisation of $300 million or less; and (b) the entity is not included in the S&PASX 300 Index. The Company is an Eligible Entity for the purposes of Listing Rule 7.1A.

The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2.

The Company is putting Resolution 6 to Shareholders to seek approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards general working capital.

Listing Rule 7.1A

The effect of Resolution 6 will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) without using the Company’s 15% placement capacity under Listing Rule 7.1.

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has Shares and Listed Options on issue.

Based on the number of Shares on issue at the date of this Notice, the Company will have 75,202,344 Shares on issue and therefore, subject to Shareholder approval being sought under Resolution 6, 7,520,234 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based the formula set out in Listing Rule 7.1A at the time of issue of the Equity Securities. The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

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• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4; and

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Resolution 6 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

Specific information required by Listing Rule 7.3A

The following information in relation to the Shares to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities.

The table below shows the dilution of existing Shareholders of the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity using different variables for the number of ordinary securities for variable “A” (as defined above) and the market price of Shares. It is noted that variable “A” is based

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on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities.

The table shows:

• (a) examples of where variable “A” is at its current level and assuming the Shares the subject of Resolution 6 are issued (being 350 million Shares), and where variable “A” has increased by 50% and by 100%;

• (b) examples of where the issue price of ordinary securities is the current market price as at close of trade on 3October 2012, being $0.09, (current market price), where the issue price is halved, and where it is doubled; and

• (c) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect	Dilution
		$0.045 Issue Price at half the current market price	$0.09 Issue Price at current market price	$0.18 Issue Price at double the current market price
Variable „A‟
Current Variable A 75,202,344 Shares	Shares issued	7,520,234	7,520,234	7,520,234
	Funds raised	$338,411	$676,821	$1,353,642
	Dilution	10%	10%	10%
50% increase in current Variable A 112,803,516 Shares	Shares issued	11,280,352	11,280,352	11,280,352
	Funds raised	$507,616	$1,015,232	$2,030,463
	Dilution	10%	10%	10%
100% increase in current variable A 150,404,688 Shares	Shares issued	15,040,469	15,040,469	15,040,469
	Funds raised	$676,821	$1,353,642	$2,707,284
	Dilution	10%	10%	10%

The table above uses the following assumptions:

• (a) There are currently 75,202,344 Shares on issue.

• (b) The issue price set out above is the closing price of the Shares on the ASX on 3 October 2012.

• (c) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

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• (d) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

• (e) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• (f) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

• (g) No Options are exercised before the date of the issue of the Equity Securities.

• (h) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised.

Approval of the Additional 10% Placement Capacity will be valid from the date of the Annual General Meeting and will expire on the earlier of:

• (a) the date that is 12 months after the date of the Annual General Meeting; and

• (b) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX (Additional Placement Period) (after which date, an approval under Listing Rule 7.1A ceases to be valid).

The Company may seek to issue the Equity Securities for the following purposes:

• (a) Cash consideration. If Equity Securities are issued for cash consideration, the Company intends to use the funds for exploration on the Company’s 80% owned Comval copper gold project in the Philippines, to acquire new assets or investments and/or general working capital purposes; or

• (b) non-cash consideration for the acquisition of new assets in the resources sector. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company will determine the allottees at the time of the issue under the Additional 10% Placement Capacity, having regard to the following factors:

• (a) the prevailing market conditions at the time of the issue;

• (b) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under

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such placement could be carried out by means of an entitlements offer, or a placement and an entitlements offer;

• (c) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of the proposed issued of Equity Securities;

• (d) the financial situation and solvency of the Company; and

• (e) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The Company notes that:

• (a) it is envisaged that the requirement for funds from any placement under the Additional 10% Placement Capacity would be used towards exploration on the Company’s 80% owned Comval copper gold project in the Philippines, to acquire new assets or investments and/or general working capital purposes;

• (b) the Board has formed no specific intentions to offer any placement to any existing Shareholders, class of Shareholders or any new investors;

• (c) the Board will always consider, prior to making any placement whether the raising of funds could be achieved by means of an entitlements issue to existing Shareholders; and

• (d) if any issue is announced, the Company would disclose its reasons for undertaking that particular issue rather than an entitlements issue to existing shareholders, should that occur.

The allottees under the Additional 10% Placement Capacity have not been determined as at the date of this Notice. They may, however, include substantial Shareholders and/or new Shareholders who are not related parties (or their associates) of the Company.

The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not determined its allocation policy for the issue of Equity Securities under the Additional 10% Placement Capacity. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under the Additional 10% Placement Capacity, and therefore no Shareholder will be excluded from voting on Resolution 6.

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When the Company issues Equity Securities pursuant to the Additional 10% Placement Capacity, it will give to ASX:

• (a) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (b) the information required by Listing Rule 3.10.5A for release to the market.

Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 6.

RESOLUTION 7 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 7 seeks shareholder approval to change the name of the Company to "Gintanso Limited". The proposed name is a combination of the Philippine words for gold (“ginto”) and copper (“tanso”). The Directors consider that the proposed new name is more distinctive and reflects the current focus of the Company.

If Resolution 7 is passed the change of name will take effect when ASIC alters the details of the Company’s registration. The proposed name has been reserved by the Company and if Resolution 7 is passed, the Company will lodge a copy of the special resolution with ASIC following the meeting in order to effect the change.

Directors’ Recommendation

The Board recommends shareholders vote in favour of the Resolution.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“Accounting Standards” has the meaning given to that term in the Corporations Act;

“Additional 10% Placement Capacity” has the meaning set out on page 10;

" Annual General Meeting " means the annual general meeting the subject of the Notice;

“Annual Report” means the annual report of the Company for the year ended 30 June 2012;

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

" Board " means the board of Directors;

“Closely Related Party” has the meaning given to that term in the Corporations Act;

" Company " means Mining Group Limited (ABN 73 149 230 811);

" Constitution " means the constitution of the Company;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Director " means a director of the Company;

• “ Eligible Entity ” means an entity that, at the date of the relevant general meeting:

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

• (b) has a maximum market capitalisation (excluding restricted securities and

• (c) securities quoted on a deferred settlement basis) of $300,000,000.

“ Equity Securities ” includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

“Explanatory Statement” means this explanatory statement accompanying the Notice;

“Key Management Personnel” has the meaning given to that term in the Accounting Standards;

" Listing Rules " means the Listing Rules of the ASX;

" Meeting" means the annual general meeting the subject of this Notice;

" Notice " or " Notice of Meeting " means the notice of annual general meeting accompanying this Explanatory Statement;

" Option " means an option to acquire a Share;

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“Restricted Voter” means Key Management Personnel and their Closely Related Parties;

" Resolution " means a resolution the subject of the Notice;

" Share " means an ordinary fully paid share in the capital of the Company;

“ Trading Day ” means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

" WST " means Australian Western Standard Time.

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ABN 73 149 230 811

Lodge your vote:



By Mail:

Ground Floor, 3 Richardson Street West Perth, Western Australia 6005

Alternatively you can fax your form to (Australia) +61 8 9486 1258

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 11:00 am (WST) Wednesday 14 November 2012

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

 View the annual report 24 hours a day, 7 days a week: http://www.mininggroup.net.au/annualreport

To view and update your securityholding:

Your secure access information is:

www.investorcentre.com

 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.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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

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the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Mining Group Limited to be held at Ground Floor, 3 Richardson Street, West Perth, Western Australia on Friday, 16 November 2012 at 11:00am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE:If you mark theAbstainbox 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.
For Against Abstain

			For	Again	st Abstain
Resolution	1	Non Binding Resolution to adopt Remuneration Report
Resolution	2	Re-election of Director - Mr Robert Butchart
Resolution	3	Re-election of Director - Mr Colin (Cobb) Johnstone
Resolution	4	Re-election of Director - Mr Zeffron Reeves
Resolution	5	Re-election of Director - Mr Winton Willesee
Resolution	6	Approval of Additional 10% Placement Capacity
Resolution	7	Change of Company Name

The Chairman of the Meeting intends to vote all available 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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