BARYS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

Oct 23, 2013

==> picture [227 x 48] intentionally omitted <==

A B N 7 3 1 4 9 2 3 0 8 1 1

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

22 November 2013

Time of Meeting

1.00pm (WST)

Place of Meeting

The Park Business Centre 45 Ventnor Avenue 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 22 November 2013 at the Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia, commencing at 1.00pm (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.

Time and Place of Meeting

Notice is given that the Meeting will be held at 1.00pm (WST) at:

The Park Business Centre 45 Ventnor Avenue WEST PERTH WA 6005

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2013

To receive and consider the annual Financial Statements of the Company for the year ended 30 June 2013 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 :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given to adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2013."

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.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

2. a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

3. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

4. the voter is the Chair and the appointment of the Chair as proxy:

5. a. does not specify the way the proxy is to vote on this Resolution; and

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

2

Resolution 2 – Re-election of Director – Mr Colin (Cobb) Johnstone

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

“That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Colin (Cobb) Johnstone, who retires in accordance with clause 13.2 of the Constitution and being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

Resolution 3 – Increase in Directors’ Fees

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

“That pursuant to and in accordance with clause 13.8 of the Constitution, Listing Rule 10.17 and for all other purposes, the maximum aggregate Directors’ fees payable to Non-executive Directors be increased from $200,000 per annum to $300,000 per annum.”

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

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

1. the proxy is either:

2. a. a member of the Key Management Personnel; or b. a Closely Related Party of such a member; and

3. the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

1. the proxy is the Chair; and

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

Resolution 4 – 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 totalling 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."

Voting Exclusion 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.

3

Resolution 5 – Appointment of Auditor

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

“That for the purposes of section 327B(1) of the Corporations Act and for all other purposes, RSM Bird Cameron, having been nominated by a member of the Company and consented in writing to act, be appointed auditor of the Company with effect from the time at which the resignation of Stantons International as auditor takes effect.”

OTHER BUSINESS

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

DATED THIS 7 DAY OF OCTOBER 2013

BY ORDER OF THE BOARD

==> picture [133 x 36] intentionally omitted <==

Shannon Coates Company Secretary

4

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 who is entitled to attend and cast two or more votes may appoint 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 in accordance with section 249X of the Corporations Act (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 holder votes, they must cast all directed proxies as directed.

• 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 Resolutions 1 and 3, 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.

5

• 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, who must vote the proxies as directed.

• Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and , if it does the proxy need not vote on a show of hands, but if the proxy does so the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands and if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll and must vote that way (i.e. as directed) and if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• Section 250BC of the Corporations Act provides that if an appointment of a proxy specified the way the proxy is to vote on a particular resolution at a meeting of the Company’s members and the appointed proxy is not the Chair of the meeting and at the meeting, a poll is duly demanded on the resolution and wither the proxy is not recorded as attending the meeting or 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 of the meeting.

• To be effective, proxies must be lodged by 1.00pm (Perth time) on 20 November 2013. 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 Suite 1, Ground Floor, 83 Havelock Street, West Perth, Western Australia 6005; or

• (b) by faxing a completed proxy form to or by fax to +61 8 9322 5230.

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 1.00pm (Perth time) on 20 November 2013. 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 5.00pm (Perth time) on 20 November 2013.

6

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 2013 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 2013

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 2013 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 2013 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.

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

7

Director and any service agreements and sets out the details of any share based compensation. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The Chair must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2013 AGM, and then again at the 2014 AGM, the Company will be required to put a resolution to the 2014 AGM, to approve calling an extraordinary 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 2014 AGM. All of the Directors who were in office when the 2014 Directors’ Report was approved, other than the Managing Director, will (if they wish to continue in their role) need to stand for reelection at the Spill Meeting.

Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a Spill Meeting within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

Previous Voting Results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Voting Restriction

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy you must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be

8

voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member) you do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy you do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR COLIN (COBB) JOHNSTONE

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is the longer.

Mr Johnstone retires by rotation in accordance with clause 13.2 of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for reelection.

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 3 – INCREASE IN DIRECTORS’ FEES

Clause 13.8 of the Constitution requires that the total aggregate fixed sum per annum to be paid to the Directors (excluding salaries of executive Directors) from time to time will not exceed the sum determined by the Shareholders in general meeting and the total aggregate fixed sum will be divided between the Directors as the Directors shall determine and, in default of agreement between them, then in equal shares.

9

ASX Listing Rule 10.17 provides that if a non-executive director is paid, he or she must be paid a fixed sum.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 10.17 and for all other purposes, for the Company to be authorised to increase the aggregate amount of fees paid to Directors by $100,000 from $200,000 per annum to an aggregate amount of $300,000 per annum.

The Board considers that it is reasonable and appropriate at this time to seek an increase in the remuneration pool for Non-executive Directors as the maximum aggregate fees payable to Directors has not been increased since inception of the Company. The number of Non-Executive Directors has increased from 2 to 3 in that period. The new total aggregate fixed sum has been determined after reviewing similar companies listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

The Company does not intend to fully utilise the increased aggregate fees in the immediate future.

The remuneration of each Director for the year ended 30 June 2013 is detailed in the Company’s 2013 Annual Report.

RESOLUTION 4 – 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 as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $5,724,137, as at 2 October 2013.

If the Shareholders approve Resolution 4, 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 (as set out below).

The Company is putting Resolution 4 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 4 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

10

date of this Notice the Company has Shares (ASX Code: MNE) and Listed Options (ASX Code: MNEO) and (ASX Code: MNEOB) on issue.

Based on the number of Shares on issue at the date of this Notice, the Company will have 220,159,132 Shares on issue and therefore, subject to Shareholder approval being sought under Resolution 4, 22,015,913 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 on 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:

• (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 4 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) Minimum Price: 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:

11

• (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) Risk of voting dilution: If Resolution 4 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 calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

The table shows:

• (a) examples of where variable “A” is at its current level 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 1 October 2013, being $0.026, (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.

Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect	Dilution
		$0.013 Issue Price at half the current market price	$0.026 Issue Price at current market price	$0.052 Issue Price at double the current market price
Current Variable A 220,159,132 Shares	Shares issued – 10% voting dilution	22,015,913	22,015,913	22,015,913
	Funds raised	$286,207	$572,414	$1,144,827

12

50% increase in current Variable A 330,238,698 Shares	Shares issued – 10% voting dilution	33,023,870	33,023,870	33,023,870
	Funds raised	$429,310	$858,621	$1,717,241
100% increase in current variable A 440,318,264 Shares	Shares issued – 10% voting dilution	44,031,826	44,031,826	44,031,826
	Funds raised	$572,414	$1,144,827	$2,289,655

The table above uses the following assumptions:

• (a) There are currently 220,159,132 Shares on issue. This does not include the 68,400,000 Shares to be issued if shareholder approval is obtained for Resolutions 4 and 8 at the shareholder meeting to be held on 18 October 2013.

• (b) The issue price set out above is the closing price of the Shares on the ASX on 1 October 2013.

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

• (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 or ratification 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

13

( 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 El Roble Copper Project in Chile, 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 noncash 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 purpose of the issue;

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

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

• (e) the effect of the issue of the Equity Securities on the control of the Company;

• (f) the circumstances of the Company, including, but not limited to the financial situation and solvency of the Company; and

• (g) 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 El Roble Copper Project in Chile, 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

14

• (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 recipients 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 none of whom will be related parties (or their associates) of the Company.

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 4.

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

• (a) a list of the recipients of the Equity Securities and the number of Equity Securities issued 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.

Specific Information required by Listing Rule 7.3A.6

On 16 November 2012, the Company sought and received Shareholder Approval for the Additional 10% Placement Capacity at its Annual General Meeting ( Previous Approval ). Pursuant to Listing Rule 7.3A.6 the following information is provided to Shareholders.

• (a) The Company has not issued any Equity Securities pursuant to the Previous Approval.

• (b) The total number of Equity Securities issued otherwise in the 12 months before this Meeting (that is, since 22 November 2012) is 119,754,444 Shares and 65,142,830 Options which represents approximately 125.11% of the total diluted number of Equity Securities on issue in the Company on 22 November 2012. The total number of Equity Securities on issue as at 22 November 2012 was 147,776,918 being 100,404,688 Shares and 47,372,230 Options.

• (c) The table attached as Schedule 2 shows details of all issues of Equity Securities by the Company since 22 November 2012.

Directors’ Recommendation

The Board recommends Shareholders vote in favour of this resolution.

15

RESOLUTION 5 – APPOINTMENT OF AUDITOR

Resolution 5 seeks shareholder approval to appoint RSM Bird Cameron of 8 St George’s Terrace, Perth, Western Australia to the office of auditors of the Company which will become vacant by virtue of the resignation of the existing auditors, Stantons International (Stantons). Stantons’ resignation as auditor of the Company is subject to ASIC’s consent.

Subject to shareholder approval at the Annual General Meeting, the appointment of RSM Bird Cameron will be effective for the 2013/2014 financial year.

Stantons currently act as auditors of the Company. Pursuant to section 329(5) of the Corporations Act, Stantons has applied to ASIC for consent to resign as auditor of the Company, with effect from the date of the Annual General Meeting. It is anticipated that Stantons’ resignation will take effect from the later of the date of the Annual General Meeting and the day on which ASIC gives its consent.

The Company has received:

• (a) a nomination under S328B of the Corporations Act, from Pandion Minerals Pty Ltd for RSM Bird Cameron to be appointed as the Company’s auditors, a copy of which is annexed as Schedule 1 to this Explanatory Statement; and

• (b) a consent to act as auditors of the Company duly executed by RSM Bird Cameron, registered company auditors.

Directors’ Recommendation

The Board recommends Shareholders vote in favour of this resolution.

16

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 2013;

“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;

17

“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.

18

SCHEDULE 1

LETTER OF NOMINATION FOR NEW AUDITORS

To: Ms Shannon Coates Company Secretary Mining Group Limited Suite 1, Ground Floor 83 Havelock Street WEST PERTH WA 6005

Dear Ms Coates

NOMINATION OF AUDITOR

For the purpose of Section 328B(1) of the Corporations Act 2001 (Cth) I, as a director of Pandion Minerals Pty Ltd, being a member of Mining Group Limited ( “Company” ) hereby nominates RSM Bird Cameron of 8 St Georges Terrace, Perth, Western Australia for appointment as Auditor of the Company at the Annual General Meeting of the Company convened for 22 November 2013 at 10.00am (WST) (or any adjournment thereof).

I consent to the distribution of a copy of this letter of nomination as an annexure to the 2013 Notice of Annual General Meeting of the Company as required by section 328B(3) of the Corporations Act.

Signed:

==> picture [113 x 41] intentionally omitted <==

Mr Zeffron Reeves Director Pandion Minerals Pty Ltd

Dated: 7 October 2013

19

SCHEDULE 2

SCHEDULE 2
Securities Issued post 16 November 2012	Terms and quantity of Securities issued	Names of the persons to whom the Securities were issued	Issue Price	Discount to market price on date of issue1	Total cash consideration received	Use of funds or intended use of funds for remaining consideration	Non-cash consideration and current value
29 November 2012	50,000 unlisted Options exercisable at $0.25, 13 November 2015, Full terms and conditions are included in the Company’s ESOP	Issued under the Company’s ESOP scheme as approved 17 February 2012 to Mr Justin Grinceri	Nil (non-cash consideration)	N/A	Nil	N/A	Issued under the Company’s ESOP scheme as approved 17 February 2012
29 November 2012	50,000 unlisted Options exercisable at $0.20, 13 November 2014 Full terms and conditions are included in the Company’s ESOP	Issued under the Company’s ESOP scheme as approved 17 February 2012 to Mr Jun Mirador	Nil (non-cash consideration)	N/A	Nil	N/A	Issued under the Company’s ESOP scheme as approved 17 February 2012
14 March 2013	5,952,381 Shares2	Cadan Resources Corporation	Nil (non-cash consideration)	N/A	Nil	N/A	Part consideration for settlement with Cadan Resources Corporation with respect to Comval Project Current value = $148,809.524
24 May 2013	12,282,564 Shares2	Shareholders under the Entitlements Issue	$0.025	N/A	$307,064.10 (before costs)	100% of funds used for exploration drilling and geophysics at Comval Copper- Gold Project.	N/A

20

24 May 2013	6,141,285 listed Options exercisable at $0.05, 30 June 2015 Full terms and conditions were disclosed in the Prospectus announced on 23 April 2013	Shareholders under the Entitlements Issue Shortfall	Nil (free attaching options)	N/A	N/A	Nil	Free attaching options to investors participating in the Entitlements Issue offer Current value = $36,847.715
12 June 2013	72,803,091 Shares2	Shareholders under the Entitlements Issue Shortfall	$0.025	N/A	$1,820,077.27 (before costs)	30% of funds used for exploration drilling, geophysics and trenching at Comval Copper- Gold Project. 10% of funds used for surface sampling and geochemistry at Teutonic Project. 20% of funds used for general working capital.6	N/A
12 June 2013	36,401,545 listed Options exercisable at $0.05, 30 June 2015 Full terms and conditions were disclosed in the Prospectus announced on 23 April 2013	Shareholders under the Entitlements Issue Shortfall	Nil (free attaching options)	N/A	Nil	N/A	Free attaching options to investors participating in the Entitlements Issue offer Current value = $218,409.275
12 June 2013	22,500,000 Options exercisable at $0.05, 30 June 2015 Full terms and conditions were disclosed in the	Nominees of the Underwriter, Cygnet Capital Pty Ltd	Nil (non-cash consideration)	N/A	Nil	Nil	Part consideration for underwriting services provided by Cygnet Capital Pty Ltd Current value $135,000.005

21

	Prospectus announced on 23 April 2013
5 September 2013	28,716,408 Shares2 Placement	Sophisticated and Professional Investors	$0.025	N/A	$717,910.20 (before costs)	20% of funds used for underground sampling at El Roble Copper Project.6	N/A

Notes:

1. Market price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of the table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities. All issued at the market price or at a premium to market price at date of issue.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: MNE (terms are set out in the Constitution).

3. In respect of unquoted Equity Securities the value of Options is measured using the Black Scholes option pricing model. Measurements include number of Options, Option pricing model fair value, share price at grant date, exercise price, expected volatility, option life, expected dividends and risk-free rate.

4 Current value calculated with MNE.ASX closing price of $0.025 as at 27 September 2013.

1. Current value calculated with MNEOB.ASX closing price of $0.006 as at 27 September 2013.

2. The amount raised that remains unspent as at the date of this Notice is approximately $1,320,000 It is proposed that these funds will be used together with the Company’s other cash reserves for exploration drilling, mapping, geophysics and mining studies at the El Roble Copper Project in Chile and working capital. This statement as it relates to the future use of funds is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

22

ABN 73 149 230 811

Lodge your vote:

By Mail:

Mining Group Limited Suite 1, Ground Floor, 83 Havelock Street, West Perth Western Australia 6005 Australia

Alternatively you can fax your form to (within Australia) 08 9322 5230 (outside Australia) +61 8 9322 5230

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 1.00pm (WST) Wednesday, 20 November 2013

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.minin View the annual report, 24 hours a day, 7 days a week: ggroup.net.au/annualreport

Your secure access information is:

To view and update your securityholding:

SRN/HIN:

www.investorcentre.com

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

==> picture [18 x 18] intentionally omitted <==

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

XX

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

==> picture [21 x 21] intentionally omitted <==

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, 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 The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia on Friday, 22 November 2013 at 1.00pm (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 Resolutions 1 and 3 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of a member of the key management personnel, which includes the Chairman. Important Note: For Resolutions 1 and 3, this express authority is also subject to you marking the box in the section below. 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 Resolutions 1 and 3 by marking the appropriate box in step 2 below.

Important for Resolutions 1 and 3: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Resolutions 1 and 3 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Resolutions 1 and 3, the Chairman of the Meeting will not cast your votes on Resolutions 1 and 3 and your votes will not be counted in computing the required majority if a poll is called on this resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 and 3 of business.

==> picture [20 x 21] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Resolutions 1 and 3 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

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.

Ordinary business

Resolution	1	Non Binding Resolution to adopt Remuneration Report
Resolution	2	Re-election of Director – Mr Colin (Cobb) Johnstone
Resolution	3	Increase in Directors’ Fees

Special business

Resolution 4 Approval of Additional 10% Placement Capacity

Ordinary business

Resolution 5 Appointment of Auditor

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

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

/ /

1 7 4 2 6 0 A

M N E