MINING GROUP LIMITED ACN 149 230 811

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : 18 October 2013 PLACE : The Park Business Centre 45 Ventnor Avenue WEST PERTH WA 6005

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Ms Shannon Coates, on (+61 8) 9322 4328.

CONTENTS PAGE

Important Information	1
Business of the Meeting	3
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	36
Schedule 1 – Exploration Results and JORC Tables	38
Schedule 2– Proforma Balance Sheet	44
Schedule 3 – Terms and Conditions of Introducer Options	46
Schedule 4– Terms and Conditions of Placement Options	48
Schedule 5 – Terms and Conditions of Class A Incentive Options	50
Schedule 6– Terms and Conditions of Class B Incentive Options	52
Schedule 7– Valuation of Class A Incentive Options	54
Schedule 8– Valuation of Class B Incentive Options	55
Schedule 9– Concessions	56

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 18 October 2013 at:

The Park Business Centre 45 Ventnor Avenue WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm (WST) on 16 October 2013.

VOTING IN PERSON

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

VOTING BY PROXY

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

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

(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further detail on these changes is set out below.

Proxy vote if appointment specifies way to vote

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

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

(c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
(b) the appointed proxy is not the chair of the meeting; and
(c) at the meeting, a poll is duly demanded on the resolution; and
(d) either of the following applies:
(i) the proxy is not recorded as attending the meeting;
(ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

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

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

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

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

2. RESOLUTION 2 – APPROVAL TO ISSUE INTRODUCER OPTIONS TO APEX BOOM LTD

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

“That, subject to the passing of Resolution 1 as set out in this Notice of Meeting, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 12,000,000 Introducer Options to Apex Boom Ltd or its nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, 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 3 – RATIFICATION OF ISSUE OF PLACEMENT SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 28,716,408 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – APPROVAL TO ISSUE PLACEMENT SHARES AND OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 91,283,592 Placement Shares and 60,000,000 Placement Options on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 5 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT: MR ZEFFRON REEVES

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

“That, subject to the passing of Resolution 4 as set out in this Notice of Meeting, for the purposes of Listing Rule 10.1, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 1,500,000 Placement Shares and 750,000 Placement Options to Mr Zeffron Reeves or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Zeffron Reeves or his nominee(s) and any associates of Mr Zeffron Reeves or his nominee(s). 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.

6. RESOLUTION 6 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT: MR WINTON WILLESEE

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

“That, subject to the passing of Resolution 4 as set out in this Notice of Meeting, for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 1,000,000 Placement Shares and 500,000 Placement Options to Mr Winton Willesee or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Winton Willesee or his nominee(s) and any associates of Mr Winton Willesee or his nominee(s). 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.

7. RESOLUTION 7 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT: MR COLIN JOHNSTONE

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

“That, subject to the passing of Resolution 4 as set out in this Notice of Meeting, for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 1,500,000 Placement Shares and 750,000 Placement Options to Mr Colin Johnstone or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Colin Johnstone or his nominee(s) and any associates of Mr Colin Johnstone or his nominee(s). 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.

8. RESOLUTION 8 – APPROVAL TO ISSUE SHARES AND OPTIONS TO CYGNET CAPITAL

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

“That, subject to the passing of Resolution 4 as set out in this Notice of Meeting, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue up to 8,400,000 Shares and 16,200,000 Options to Cygnet Capital Pty Ltd or its nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Cygnet Capital Pty Ltd or its nominee(s) and any associates of Cygnet Capital or its nominee(s). 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.

9. RESOLUTION 9 – APPROVAL TO ISSUE INCENTIVE OPTIONS TO DIRECTOR – MR ZEFFRON REEVES

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

“That, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and all other purposes, approval is given for the Directors to allot and issue:

(a) 4,000,000 Class A Incentive Options; and

(b) 5,000,000 Class B Incentive Options

to Mr Zeffron Reeves or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Zeffron Reeves (and his nominee(s)) 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:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) 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.

10. RESOLUTION 10 – APPROVAL TO ISSUE INCENTIVE OPTIONS TO DIRECTOR – MR WINTON WILLESEE

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

“That, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and all other purposes, approval is given for the Directors to allot and issue:

(a) 2,000,000 Class A Incentive Options; and
(b) 2,500,000 Class B Incentive Options

to Mr Winton Willesee or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Winton Willesee (and his nominee(s)) 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:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) 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.

11. RESOLUTION 11 – APPROVAL TO ISSUE INCENTIVE OPTIONS TO DIRECTOR – MR COLIN JOHNSTONE

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

“That, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and all other purposes, approval is given for the Directors to allot and issue:

(a) 2,000,000 Class A Incentive Options; and
(b) 2,500,000 Class B Incentive Options

to Mr Colin Johnstone or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Colin Johnstone (and his nominee(s)) 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:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) 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.

DATED: 4 SEPTEMBER 2013

BY ORDER OF THE BOARD

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MS SHANNON COATES COMPANY SECRETARY MINING GROUP LIMITED

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at The Park Business Centre at 10.00am (WST) on 18 October 2013.

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

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

1.1 Background

Mining Group is an Australian based gold and base metals exploration company established to explore, evaluate and acquire commercially significant resource projects in Australia and overseas. The Company currently has a portfolio of exploration projects in Australia and the Philippines.

1.2 Transaction

Option Agreements

As announced to the ASX on 15 August 2013, the Company and its subsidiary Mining Group Chile Limitada (in which the Company holds a 99.9% interest) ( Mining Group Chile Ltda ) have entered into an exclusive option agreement ( Option Agreement ) with Mr Gunther Stromberger and a group of companies, that are all controlled by Mr Stromberger ( Vendors ). The Company and Mining Group Chile Ltda have also entered into a deed of acknowledgement with Apex Boom Ltd ( Apex or the Introducer ), Golden Dawn Limited ( GDL ) and Minera Marlin Mining Limitada ( MMML ) (GDL and MMML are together the Apex Shareholders ) ( Apex Option Agreement ). Together, the Option Agreement and the Apex Option Agreement contemplate the acquisition by Mining Group Chile Ltda, of up to a 90% interest in the El Roble copper project in Chile ( El Roble Project ) ( Acquisition ).

The El Roble Project is a copper and gold exploration project in Region III of Chile. The project area consists of 22 concessions covering approximately 7,600 hectares ( Concessions ).

Under the terms of the Option Agreement, the Vendors grant Mining Group Chile Ltda through its 85% indirectly owned Chilean subsidiary Minera El Roble SpA ( Minera El Roble ),

(a) an option to acquire up to a 68% interest in the El Roble Project ( Option and
(b) a call option for a further 10% interest in the El Roble Project ( Further Option ).

In addition, under the Apex Option Agreement, the Apex Shareholders grant Mining Group Chile Ltda an option to acquire an additional 12% interest in Minera El Roble, which if exercised, along with the Option, and the Further Option, would take Mining Group’s indirect interest in Minera El Roble to a maximum 90% interest.

Key terms of Option Agreement

The Option Agreement has the following key terms:

(a) Term - The Option Agreement will have an exclusive term of 4 years commencing on its execution on 13 August 2013.
(b) Concessions – The Option will include the Concessions listed in Schedule 9 and all concessions existing at the date of the execution of the Option Agreement within the adjacent 10 kilometres boundary of the Concessions that are owned by the Vendors.
(c) Right to production – During a six (6) year term, commencing on the signing date of the Option Agreement, the Vendors of the Concessions will retain the right to exploit the Concessions at their expense by up to a maximum of 400,000 tonnes of minerals. Such right ceases six (6) years from the date of signing of the Option Agreement.
(d) Exploration works – During the term of the Option Agreement, the Company may conduct exploration works on the Concessions at its own cost.
(e) No dilution – In the event that the Option is exercised, the final 10% interest in the Concessions held by the Vendors cannot be diluted until after the El Roble Project is bankable and financed for construction and development.
(f) Consideration

Initial 68% interest

The consideration payable to the Vendors by the Company for the first 68% interest in the El Roble Project is US$8,000,000 payable over the four (4) year term at the election of the Company as follows:

(i) US$750,000 within 12 months of execution;
(ii) US$250,000 within 18 months of execution;
(iii) US$250,000 within 24 months of execution;
(iv) US$250,000 within 30 months of execution;
(v) US$250,000 within 36 months of execution;
(vi) US$250,000 within 42 months of execution; and (vii) US$6,000,000 within 48 months of execution.

The Vendors may elect to receive the final US$6,000,000 by way of issue of Shares in the Company ( Consideration Shares ), with the pricing of such Consideration Shares to be calculated on a 30 day VWAP for the 30 trading days prior to the date of that determination. The Company may elect to not continue to earn into the El Roble Project and cease payments at any time and walk away from the El Roble Project, without financial penalty.

Minera El Roble SpA Corporate Structure

Prior to exercising the Option, Minera El Roble will be 85% owned by Mining Group, via its Chilean subsidiary, Mining Group Chile Ltda. The remaining 15% will be held by a third party, Apex, who was responsible for introducing the El Roble Project to Mining Group . The initial ownership structure of Minera El Roble is depicted below.

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----- Start of picture text -----

Mining Group Limited
Mining Group Chile Ltda Apex Boom Ltd
85% 15%
Minera El Roble SpA
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Upon exercising of the Option, preferred shares in Minera El Roble will be issued to the Vendors so that the Vendors will then hold 20% of the issued shares of Minera El Roble and the Concessions will be transferred into the ownership of Minera El Roble. Mining Group will then hold a 68% interest in Minera El Roble and the Introducer will hold 12% of the issued shares of Minera El Roble, as depicted below.

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Mining Group Limited
Mining Group Chile Ltda Apex Boom Ltd Vendors
68% 12% 20%
Minera El Roble SpA
Concessions
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Put and Call Option for further 10% interest in Minera El Roble (to 78%)

Under the Option Agreement, a put-call option is in place whereby the Company may indirectly acquire an additional 10% interest ( Additional Interest ) in Minera El Roble from the Vendors, taking the Company’s indirect interest in Minera El Roble to 78% ( Put and Call Option ).

The Put and Call Option may be exercised on the completion of a feasibility study, or within two years of exercising the Option pursuant to the Option Agreement, whichever occurs first ( Put and Call Option Period ).

Mining Group may elect to exercise its call option to pay an additional amount of USD$8,000,000 to the Vendors to acquire the Additional Interest. This payment will be made in Shares at an issue price calculated based on a 30 day VWAP for the 30 trading days prior to the

date of exercise of the put-call option ( Put and Call Option Consideration ) ( Call Option ).

Concurrently, the Vendors have a reciprocal right (via the put option) to require that Mining Group acquires the Additional Interest from the Vendors during the Put and Call Option Period and where the El Roble Project has been declare bankable, for the Put and Call Option Consideration ( Put Option ).

The corporate structure of Minera El Roble on exercise of the Put Option or the Call Option is depicted below:

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Mining Group Limited
Mining Group Chile Ltda Apex Boom Ltd Vendors
78% 12% 10%
Minera El Roble SpA
Concessions
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Apex Option Agreement

As outlined above, the Company, Mining Group Chile Ltda, Minera El Roble, the Apex Shareholders and Apex have entered into the Apex Option Agreement pursuant to which the Apex Shareholders and Mining Group Chile Ltda have granted each other an option (a call and put option) to enable Mining Group Chile Ltda to acquire 100% of the shares in Apex, and therefore an additional 12% interest of Minera El Roble, for a purchase price calculated by the formula NPV x 0.7 x 0.12 ( Apex Option Purchase Price ), where NPV is equal to the net present value calculated from a completed feasibility study on the El Roble Project and assessed by an independent expert ( Apex Option ).

The Apex Option Purchase Price will, subject to Shareholder approval at the time, be satisfied through the issue of Shares by Mining Group at an issue price calculated based on a 30 day VWAP for the 30 trading days prior to the declared completion of a feasibility study.

In the event that Shareholder approval is not obtained to issue the Shares if any when the Apex Option is exercised, the Apex Shareholders will have a right to either receive a cash payment equal to the Apex Option Purchase Price or be free carried for the life of any mine developed on the Concessions.

The Apex Option is conditional on a positive feasibility study being completed on the El Roble Project. The corporate structure of Minera El Roble on exercise of the Apex Option is depicted below.

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----- Start of picture text -----

Mining Group Limited
Mining Group Chile Ltda Vendors
Apex
78% 10%
12%
Minera El Roble
Concessions
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Vendors’ remaining interest

The Vendors’ remaining interest in the Concessions (ie 20% should the Put and Call Option not be exercised, or 10% should the Put and Call Option be exercised) is free carried until the El Roble Project is bankable, at which time the parties agree to contribute in accordance with their respective interests, or dilute in accordance with the standard dilution provisions contained in the Option Agreement.

Royalty

Pursuant to the Option Agreement, a 2% net profit royalty is also granted to the Introducer as broker to the Acquisition. Mining Group can elect to purchase the royalty at any time for US$10,000,000.

Introducer Options

In addition, subject to the passing of Resolution 1 of this Notice of Meeting, the Company has agreed to issue 12,000,000 Introducer Options exercisable at $0.05 on or before 30 June 2016 and on the terms and conditions described in Schedule 2 ( Introducer Options ), to Apex in consideration for introducing the El Roble Project to the Company. Approval for the issue of the Introducer Options is sought in Resolution 2 of this Notice of Meeting. Subject to the passing of Resolution 1, the Company is contractually obligated to issue the Introducer Options therefore if Shareholder approval is not received for Resolution 2, the Company will issue the Introducer Options pursuant to its 15% annual placement capacity.

(g) Loan

Prior to executing the Option Agreement, the Company’s Chilean subsidiary, Mining Group Chile Ltda, entered into a loan agreement with the Vendors ( Loan ).

The Loan is a non-revolving line of credit in favour of the Vendors for a total amount of US$572,224. The credit will be available in four advances. The first advance (US$72,224) was used for the satisfaction of the 2012-2013 licence fees for the Concessions and the advances are conditional, amongst other things, on a registered mining concession mortgage in favour of the Company.

The Vendors must repay all monies advanced on 28 November 2013 ( Repayment Date ). Interest is payable at the Repayment Date and is calculated monthly at a rate equal to LIBOR plus 6%.

Following the execution date of the Option Agreement, the Vendors may elect for the Repayment Date to be changed to that date that is one year after the date that the Option Agreement is executed.

If the Option is exercised, the Loan will be offset against the consideration payable for the acquisition of the initial 68% interest in the El Roble Project, not including the first advance of US$72,224 that corresponds to the obligation of the Company to pay the license fees of the Concessions during the term of the Option Agreement.

In the event the Option Agreement is terminated before the first year, any outstanding Loan funds become repayable to the Company.

1.3 El Roble Copper Project

The El Roble Project area has been mined intermittently since the 1850’s along numerous copper and gold bearing structures and current mining activities are focussed along high grade copper ore bodies.

High grade copper mineralisation occurs within a strike extensive vein system that has had historical production of approximately 1 million tonnes of ore grading more than 9% copper. Orebodies occur as high grade lenses within the vein system, sometimes extending over 100 metres along strike and down dip and having widths up to 12 metres.

Two small underground mines ( Descobridora and Veta Gruesa ) are currently in small scale production on the Concessions, producing direct smelter copper ore at over 9% copper.

Mining Group has conducted surface due diligence over the El Roble Project. Due diligence work consisted of district scale geological mapping, rock chip sampling and systematic, across strike channel sampling across exposed veins. Limited face sampling of development drives at the currently producing Descobridora and Veta Gruesa mines was also conducted.

Due diligence results indicate that the vein system is strike extensive, mineralised and has the potential to host additional copper orebodies. The El Roble Project is unexplored by modern techniques and the interpreted strike extent of the system to the south west is covered by sand dunes and is untouched.

A table of all exploration results and applicable JORC 2012 tables is included in Schedule 1.

Sampling highlights include:

Sample Type	East	North	Level	Sample ID	Cu %	Au(ppm)	Fe(%)	Co(ppm)	Mo(ppm)
Veta Gruesa Mine ore face	344257.98	7007016.39	936	ACPCH- 000045	6.67	0.35	37.40	880	610
Veta Gruesa Mine ore face	344257.98	7007016.39	936	ACPCH- 000046	4.98	0.11	31.60	710	650
Veta Gruesa Mine ore face	344257.98	7007016.39	936	ACPCH- 000047	3.01	0.17	31.00	820	470

Descubridora Mine- ore face	343587.00	7007908.36	917	ACPCH- 000048	28.83	1.67	15.75	170	120
Descubridora Mine- ore face	343587.00	7007908.36	917	ACPCH- 000049	13.67	3.16	22.10	720	170
Descubridora Mine- ore face	343587.00	7007908.36	917	ACPCH- 000050	6.24	3.24	21.10	650	220

Table 1 – Ore drive rock chip samples from El Roble underground mines. Refer to Schedule 1 for sampling details

Channel_ID	East	North	Level	From	To	Width	Cu%	Au ppm	Fe %	Co ppm	Mo ppm
RCPCH0029	346034.93	7010300.30	1231	0.00	1.00	1.00	20.46	0.17	22.40	200	190
RCPCH0007	345938.47	7008998.56	668	2.30	3.10	3.20	13.40	2.71	26.80	868	57
RCPCH0117	343587.53	7007907.47	917	0.80	1.40	1.60	13.09	0.24	20.45	2	244
RCPCH0044	347502.74	7008499.04	1065	0.00	2.00	2.00	8.08	2.50	16.90	50	30
RCPCH0017	345887.89	7009088.17	368	1.48	2.22	4.74	5.00	0.24	35.47	2011	210
RCPCH0125	335050.23	7000882.53	429	0.00	1.50	1.50	4.65	1.05	3.25	470	0
RCPCH0018	345876.06	7009080.45	363	0.85	1.65	2.40	5.61	1.40	32.94	328	220

Table 2 – Selected channel sample results from due diligence surface sampling – note these results are selected high grade results and may not represent any potential orebody, for full results refer to Schedule 1.

1.4 Capital structure

The Acquisition will not initially see any new Shares being issued for the purpose of acquiring or exercising the Option. However, the Company notes the Vendors have the right to elect to receive the final consideration payment of US$6,000,000 in relation to the acquisition of the initial 68% interest in Consideration Shares.

The expected capital structure of the Company following exercise of the Option, completion of the Placement and assuming all of the Shares and Options the subject Resolutions 1 to 8 of this Notice of Meeting are issued, is as follows:

	Shares	Options
Current issued capital1	191,442,724	112,515,060
Introducer Options issued pursuant to Acquisition		12,000,000
Shares and Options issued pursuant to Placement2	120,000,000	72,000,000
Incentive Options to be issued to Directors		18,000,000
Total on completion of Acquisition and Placement	319,842,7243	214,515,0604

Notes:

Assumes no further securities are issued prior to exercise of the Option, other than as set out in the table.
Assumes only 12,000,000 Options are issued to Cygnet Capital for management services provided in relation to the Placement, with the $210,000 balance paid in cash.

Assumes that the final consideration payment of US$6,000,000 under the Option Agreement is paid in cash and not in Consideration Shares, and that the put/call option is not exercised for the final 10% interest in the El Roble Project. As the Company is not obligated to make the ongoing payments as set out in section 1.2, there is no guarantee that the final consideration payment would become due or payable. If payable, the final consideration payment as set out in section 1.2, may be paid in cash or the issue of shares in the Company.
Assumes that no Options are exercised.

1.5 Proforma Balance Sheet

A pro forma balance sheet of the Company showing the effect of the transactions contemplated by this Notice is set out in Schedule 2.

1.6 Advantages of the Acquisition

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

(a) the Acquisition provides an opportunity for the Company to diversify its copper exploration activities in an area of the world which is highly prospective for copper and within a stable jurisdiction for mineral exploration and development;
(b) the Acquisition has the potential to provide near term, low capital expenditure, high grade copper production which provides the potential for self-funding;
(c) the Chilean government is committed to providing a competitive investment climate and adequate protection of the rights and privileges of mining investors. It promotes rational exploration, development and utilisation of mineral resources guided by a commitment to responsible mineral development;
(d) the El Roble Project is located within close proximity to existing infrastructure. It is 25 kilometres from the Chilean port of Caldera and within 10 kilometres of a sealed road. Two copper toll treatment plants are located within 70 kilometres of the El Roble Project;
(e) the Acquisition will reduce risk in the Company’s operating profile through increased geographic diversity; and
(f) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company’s Shares.

1.7 Disadvantages of the Acquisition

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

(a) the Company will be changing the nature of its activities to include copper exploration activities in Chile, which may not be consistent with the objectives of all Shareholders;

(b) there are many risk factors associated with the change in nature of the Company’s activities, including sovereign risk, and risks associated with the requirement to obtain environmental and other regulatory approvals;
(c) while it is anticipated that the El Roble Project may generate near term cash flow, a significant future outlay of funds may be required which will increase funding pressure on the Company in order to continue exploration and development of the El Roble Project and its existing Philippines and West Australian projects;
(d) as with most acquisitions, the risks associated with integration are a consideration. The integration of the management and corporate teams will require evaluation by the Board and may result in the prospective benefits of the Acquisition not being realised or fully realised; and
(e) the Acquisition exposes the Company to a number of risks which are discussed in Section 1.8below.

1.8 Risk Factors

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

Specific Risks

(a) Conditions and Renewal of Concession Licences

The Concessions are governed by Chilean legislation and title is evidenced by court resolutions granting the mining concessions. There are two types of mining concessions, exploitation and exploration concessions.

Exploration concessions are granted for an indefinite period of time. Exploration concessions are granted for a 2 year period, and can be renewed for one additional period, abandoning half of the area they cover. The Concessions are subject to an annual license fee in order for them to be kept in force, and there are no other requirements such as expenditure or reporting commitments.

Parts of the Concessions are currently in process to be granted by the relevant court. In the case that the conditions for the granting of the process are not met, the preference of the mining rights may be lost and the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on the licences if this were to occur.

There are currently no Concessions to explore that are due for renewal.

(b) Counterparty and Contractual Risk

Pursuant to the Option Agreement, the Company has an option to acquire up to a 90% interest in the El Roble Project subject to the exercise of the Option, the Call Option and Apex Option, and the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend on the performance by the Vendors and the Apex Shareholders of their respective obligations under the Option Agreement and the Apex Option Agreement. If the Vendors or the Apex Shareholders default in the performance of their respective obligations, it may be necessary for the Company to approach a court to seek a legal remedy.

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

(c) Environmental Risk

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

(d) Future capital requirements

The Company expects to fund the staged consideration payments under the Option Agreement from cash flow from the El Roble Project. However significant future funding may be required by the Company to develop the El Roble Project. There can be no assurance that such funding will be available on satisfactory terms or at all. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

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

(e) Sovereign and Political Risks Associated with Operating in Chile

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

While Chile is considered to be one of South America’s most politically stable and prosperous nations, it may nevertheless be subject to social and economic uncertainty. Civil and political unrest and outbreaks of hostilities in Chile could affect the Company’s access to its projects and subsequent exploration and development.

Adverse changes in government policies or legislation in Chile affecting foreign ownership of mineral interests, taxation, profit repatriation, royalties, land access, labour relations, and mining and exploration activities may affect the operations of the Company.

(f) Indigenous Heritage Protection

Exploration and mining activities can be affected by land claim compensation and environmental considerations. The El Roble Project is

subject to the native title laws and regulations of Chile. It is possible that indigenous sacred sites found within the Concessions which may preclude or restrict exploration and mining activities and the Company may also experience delays with respect to obtaining permission from the traditional owners to explore and extract resources.

The Company may also be required to comply with indigenous heritage requirements and access agreements, and work may need to be undertaken ahead of the commencement of mining operations.

(g) Seasonal Weather

Seasonal weather changes may adversely affect drilling operations and site services and assets. Extreme weather conditions may create access and operational difficulties and negatively affect results and progress accordingly.

(h) Identified due diligence risks

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

(i) technical due diligence has identified that geologic risk exists in relation to the acquisition and that economic bodies of mineralisation may not exist;
(ii) not all of the Concessions are granted therefore it is important to complete the constitution process to avoid the holder losing the rights over the area they are covering; and
(iii) there are some third party rights within the area of interest of the project that must be controlled by a credited landsman to avoid have any contingencies over the Concessions.

The Company intends to manage these risks however, there is a risk that if these matters are not attended to, the Company will not be able to receive the full benefit of the Acquisition.

General Risks

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

(a) Exploration Success

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

(b) Foreign exchange risk

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

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

(c) Insurance risks

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

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

(d) Competition risk

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

(e) Market risk

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

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) commodity price fluctuations;
(v) changes in investor sentiment toward particular market sectors;
(vi) the demand for, and supply of, capital; and
(vii) terrorism and other hostilities.

(f) Potential Acquisitions

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

(g) Reliance on Key Personnel

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

1.9 Directors’ Recommendation

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

1.10 Competent Person

The information in this Notice that relates to Exploration Results is based on information compiled by Mr Zeffron Reeves (B.Sc (Hons) (Applied Geology), MBA) who is a Member of The Australian Institute of Geoscientists. Mr Reeves is an employee of the Company.

Mr Reeves has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

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

2. RESOLUTION 2 – APPROVAL TO ISSUE INTRODUCER OPTIONS TO APEX BOOM LTD

2.1 Background

As announced on 15 August 2013, the Company has agreed to issue 12,000,000 Introducer Options, exercisable at $0.05 each on or before 30 June 2016 to the Introducer in consideration for introductory services provided in relation to the El Roble Project.

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

The effect of Resolution 2 will be to allow the Directors to issue the Introducer Options pursuant to Resolution 2 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

2.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) the maximum number of Introducer Options to be issued is 12,000,000;

(b) the Introducer Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Introducer Options will be allotted on one date;
(c) the Introducer Options will be issued for nil cash consideration as they will be issued in consideration for introductory services in relation to the proposed Acquisition;
(d) the Introducer Options will be issued to Apex Boom Ltd or its nominee(s), none of whom are a related party of the Company;
(e) the Introducer Options will be issued on the terms and conditions set out in Schedule 3; and
(f) no funds will be raised from the issue of the Introducer Options.

3. BACKGROUND TO RESOLUTIONS 3 TO 8 – RATIFICATION AND ISSUE OF PLACEMENT SHARES AND OPTIONS

3.1 Background

As announced on 23 August 2013, the Company received firm commitments to raise up to $3,000,000 (before costs) via a two tranche placement of up to 120,000,000 Shares at an issue price of $0.025 each ( Placement Shares ), with a free attaching Option on a one for two basis exercisable at $0.05 each on or before 30 June 2015 up to a total of 60,000,000 options ( Placement Options ), to sophisticated investors who are clients of Cygnet Capital Pty Ltd ( Cygnet Capital ) ( Placement ).

The two tranche Placement is comprised of the following:

(a) Tranche 1, comprising the issue of 28,716,408 Shares ( Tranche 1 Placement Shares ) and 14,358,204 Options ( Tranche 1 Placement Options ). The Tranche 1 Placement Shares were issued on 5 September 2013 pursuant to the Company’s 15% placement capacity and raised $717,910 (before costs). Ratification of the issue of the Tranche 1 Placement Shares is sought pursuant to Resolution 3 of this Notice of Meeting. The Issue of the free attaching Tranche 1 Placement Options was deferred pending Shareholder approval which is the subject of Resolution 4 of this Notice of Meeting; and
(b) Tranche 2, which is subject to Shareholder approval pursuant to Resolution 4 of this Notice of Meeting, comprising the issue of up to 91,283,592 Placement Shares ( Tranche 2 Placement Shares ) and up to 45,641,796 Placement Options ( Tranche 2 Placement Options ).

3.2 Use of Placement funds

The funds raised in the Placement have been and will be used for:

(a) initial consideration payments pursuant to the Option Agreement;
(b) further assessment of underground mine areas at the El Roble Project;
(c) exploration at the El Roble Project, including mapping, sampling, drilling and geophysics;

(d) metallurgical testing and assessment of waste dumps and ore samples from the El Roble Project;
(e) maintaining the Company’s other assets (Teutonic, Boorara and Comval) in good standing; and
(f) ongoing working capital.

3.3 Director Participation

Three of the Company’s Directors, namely Mr Zeffron Reeves, Mr Winton Willesee and Mr Colin Johnstone, intend to participate in Tranche 2 of the Placement. Shareholder approval for the Directors’ participation in the Placement for the purposes of Listing Rule 10.11 and Chapter 2E of the Corporations Act is the subject of Resolutions 5, 6 and 7 in this Notice of Meeting.

3.4 Issue of securities to Cygnet Capital

The Company has engaged the services of Cygnet Capital to manage the Placement. On successful completion of the Placement, the Company will pay to Cygnet Capital (exclusive of GST) a 5% capital raising fee and 2% management fee on the funds raised under the Placement (up to $210,000 in total) which, at Cygnet’s election, can be paid as cash or converted to Shares and Options on the same terms as those offered under the Placement (ie 8,400,000 Shares and 4,200,000 Options (on the same terms as the Placement Options).

In addition, on successful completion of the Placement, Cygnet Capital will be entitled to be issued a further 12,000,000 Options (on the same terms as the Placement Options) in consideration for its Placement management services.

Shareholder approval for the issue of the abovementioned Shares and Options to Cygnet Capital is the subject of Resolution 8 in this Notice of Meeting.

4. RESOLUTION 3 – RATIFICATION OF ISSUE OF PLACEMENT SHARES

4.1 General

As noted in Section 3 of this Explanatory Statement, on 5 September 2013 the Company issued 28,716,408 Tranche 1 Placement Shares pursuant to the Company’s 15% annual placement capacity and raised $717,910 (before costs). Ratification of the issue of the Tranche 1 Placement Shares is sought pursuant to this Resolution.

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

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the abovementioned issue:

(a) 28,716,408 Tranche 1 Placement Shares were issued;
(b) the Tranche 1 Placement Shares were issued for $0.025 each;
(c) the Tranche 1 Placement Shares were all fully paid ordinary shares in the capital of the Company and issued on the same terms and conditions as the Company’s existing Shares;
(d) the Tranche 1 Placement Shares were allotted and issued to sophisticated investors identified by Cygnet Capital, none of whom are related parties of the Company; and
(e) the Company has and intends to use the $717,910 (before costs) raised from the issue of the Tranche 1 Placement Shares towards:
(i) initial consideration payments pursuant to the Option Agreement; further assessment of underground mine areas at the El Roble Project;
(ii) exploration at the El Roble Project, including mapping, sampling, drilling and geophysics;
(iii) metallurgical testing and assessment of waste dumps and ore samples from the El Roble Project;
(iv) maintaining the Company’s other assets (Teutonic, Boorara and Comval) in good standing; and
(v) ongoing working capital.

5. RESOLUTION 4 – APPROVAL TO ISSUE PLACEMENT SHARES AND OPTIONS

5.1 General

As noted in Section 3 of this Explanatory Statement, Tranche 2 of the Company’s proposed Placement comprises the remaining up to 91,283,592 Placement Shares and 45,641,796 Placement Options, approval for the issue of which is sought pursuant this Resolution. In addition, Resolution 4 seeks approval for the issue of the Tranche 1 Options. Together, the Tranche 1 Options and the Tranche 2 Options total 60,000,000 Options.

Resolution 4 seeks Shareholder approval to issue the abovementioned Placement Shares and Placement Options pursuant to ASX Listing Rule 7.1.

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

The effect of Resolution 4 will be to allow the Directors to allot and issue the Tranche 2 Placement Shares and the Placement Options pursuant to Resolution 4 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.3

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

(a) the maximum number of securities to be issued is 91,283,592 Tranche 2 Placement Shares and 60,000,000 Placement Options;
(b) the Tranche 2 Placement Shares and Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the issue price will be $0.025 per Tranche 2 Placement Share. No cash consideration is payable for the Placement Options;
(d) the Directors will determine to whom the Tranche 2 Placement Shares and Placement Options will be issued. With the exception of the Directors for whom Shareholder approval is sought pursuant to Resolutions 5, 6 and 7 in this Notice of Meeting, these persons will not be related parties of the Company;
(e) the Tranche 2 Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Placement Options will be exercisable at $0.05 each on or before 30 June 2015 and otherwise on the terms and conditions described in Schedule 4; and
(f) the Company intends to use the $2,282,090 (before costs) raised from the issue of the abovementioned Placement Shares towards:
(i) initial consideration payments pursuant to the Option Agreement; further assessment of underground mine areas at the El Roble Project;
(ii) exploration at the El Roble Project, including mapping, sampling, drilling and geophysics;
(iii) metallurgical testing and assessment of waste dumps and ore samples from the El Roble Project;
(iv) maintaining the Company’s other assets (Teutonic, Boorara and Comval) in good standing; and
(v) ongoing working capital.

6. RESOLUTIONS 5, 6 AND 7 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT

6.1 General

As noted in Section 3 of this Explanatory Statement, subject to the passing of Resolution 4, the Company’s Managing Director, Mr Zeffron Reeves, NonExecutive Chairman, Mr Winton Willesee and Non-Executive Director, Mr Colin Johnstone or their respective nominees ( Related Parties ), intend to participate in Tranche 2 of the Placement on the same terms and conditions as other participants.

As a result, the Related Parties intend to participate in the Placement as follows:

(a) Mr Reeves intends to subscribe for up to:
(i) 1,500,000 Tranche 2 Placement Shares; and
(ii) 750,000 Tranche 2 Placement Options,
(b) Mr Willesee intends to subscribe for up to:
(i) 1,000,000 Tranche 2 Placement Shares; and
(ii) 500,000 Tranche 2 Placement Options, and
(c) Mr Johnstone intends to subscribe for up to:
(i) 1,500,000 Tranche 2 Placement Shares; and
(ii) 750,000 Tranche 2 Placement Options,
(together, the Related Party Placement Securities )

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Related Party Placement Securities constitutes giving a financial benefit and Messrs Reeves, Willesee and Johnstone are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

Mr Robert Butchart, being the only director who does not have a material personal interest in Resolutions 5, 6 and 7, considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to the Related Parties on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

6.2 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

(a) the Related Party Placement Securities will be issued as follows:
(i) Mr Reeves (or his nominee(s)) intends to subscribe for up to:

  - (A) 1,500,000 Tranche 2 Placement Shares; and

  - (B) 750,000 Tranche 2 Placement Options,

(ii) Mr Willesee (or his nominee(s)) intends to subscribe for up to:
- (A) 1,000,000 Tranche 2 Placement Shares; and
- (B) 500,000 Tranche 2 Placement Options, and
(iii) Mr Johnstone (or his nominee(s)) intends to subscribe for up to:
- (A) 1,500,000 Tranche 2 Placement Shares; and
- (B) 750,000 Tranche 2 Placement Options;
(b) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the Tranche 2 Placement Shares will be issued at $0.025 per and the Tranche 2 Placement Options will be issued for nil cash consideration. Accordingly no funds will be raised from the issue of the Tranche 2 Placement Options, being on equal terms as other subscribers pursuant to the Placement;
(d) the Related Party Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the terms and conditions of the Related Party Placement Options are set out in Schedule 4; and
(f) the funds raised will be used for the same purposes as all other funds raised under the Capital Raising as set out in section 5.2(f) of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Related Party Placement Securities as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Parties (or nominee(s)) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

7. RESOLUTION 8 – APPROVAL TO ISSUE SHARES AND OPTIONS TO CYGNET CAPITAL

7.1 General

As noted in Section 3 of this Explanatory Statement, the Company engaged the services of Cygnet Capital to manage the Placement. On successful completion of the Placement, the Company has agreed to pay to Cygnet Capital (exclusive of GST):

(a) a 5% capital raising fee and a 2% management fee on the funds raised under the Placement (up to $210,000 in total) which, at Cygnet Capital’s election, can be taken as cash or converted to Shares and free attaching Options on the same terms as those offered pursuant to the Placement (ie 8,400,000 Shares and 4,200,000 Options (exercisable

at $0.05 each on or before 30 June 2015 and otherwise on the terms and conditions set out in Schedule 4); and

(b) 12,000,000 Options on the same terms as the Placement Options in consideration for its Placement management services.

Resolution 8 seeks Shareholder approval to issue the abovementioned Shares and Options pursuant to ASX Listing Rule 7.1.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 8 will be to allow the Directors to grant the Shares and Options pursuant to Resolution 8 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

7.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 8:

(a) the maximum number of Shares and Options to be issued is up to 8,400,000 Shares and up to 16,200,000 Options;
(b) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Shares and Options will be allotted on one date (on or about the date of completion of the Placement);
(c) the Shares and Options will be issued for nil cash consideration as they will be issued in consideration for management services provided in relation to the Placement;
(d) the Shares and Options will be issued to Cygnet Capital (or its nominee(s)), none of whom are related parties of the Company;
(e) the Shares will be fully paid ordinary shares in the capital of the Company and issued on the same terms and conditions as the Company’s existing Shares. The Options will be exercisable at $0.05 each on or before 30 June 2015 and otherwise on the terms and conditions described in Schedule 4; and
(f) no funds will be raised from the issue as the Shares and Options are being issued in consideration for management services provided in relation to the Placement.

8. RESOLUTIONS 9, 10 AND 11 – APPROVAL TO ISSUE INCENTIVE OPTIONS TO DIRECTORS

8.1 Background

The Company proposes to grant Incentive Options to Directors Mr Zeffron Reeves, Mr Winton Willesee and Mr Colin Johnstone (together the Related Parties ). The grant of the Incentive Options to the Related Parties is designed to encourage these Directors to have greater involvement in achieving the Company’s objectives and to provide an incentive to strive to that end by

participating in the future growth and prosperity of the Company through share ownership.

Under the Company’s current circumstances, the Directors consider that the Incentive Options are a cost effective and efficient way to incentivise, as opposed to alternative forms of incentives, such as the payment of cash compensation.

Mr Willesee and Mr Johnstone are Non-Executive Directors. The Company acknowledges that the issue of Options to Non-Executive Directors is contrary to Recommendation 8.2 of the ASX’s Corporate Governance Principles and Recommendations (2[nd] Edition). However the Directors are of the view that at this stage of the Company’s development it is far better for Non-Executive Directors of the Company to be compensated by way of securities in the Company, rather than by way of cash.

Pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act, the Company seeks Shareholder approval to allot and issue the following Incentive Options to the Related Parties:

Incentive Option	Exercise Price	Expiry Date	Mr Reeves	Mr Willesee	Mr Johnstone
Class 1	135% of 30 day VWAP1	17 October 2016	4,000,000	2,000,000	2,000,000
Class 2	145% of 30 day VWAP1	19 October 2017	5,000,000	2,500,000	2,500,000
TOTAL			9,000,000	4,500,000	4,500,000

Note

1 30 day VWAP for 30 days prior to Shareholder approval at this General Meeting

The number of Incentive Options to be issued to each Director has been determined based on a number of factors including:

(a) to reflect remuneration benefits to non-executive and executive directors by companies operating in the Company’s industry; and
(b) to align the interests of Directors and Shareholders by encouraging Directors to have an equity holding in the Company. However, the Directors consider that similarly to other Shareholders, this interest should arise through direct investment by the Directors in the Company. In this regard, if all of the Incentive Options issued under Resolutions 9, 10 and 11 are exercised, Mr Reeves, Mr Willesee and Mr Johnstone will together be investing additional funds into the Company.

9. CORPORATIONS ACT AND ASX LISTING RULES

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Incentive Options constitutes giving a financial benefit and Messrs Willesee, Johnstone and Reeves are related parties of the Company by virtue of being Directors.

In addition, as noted in section 6 above, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Incentive Options to the Related Parties.

9.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Incentive Options:

(a) Related parties to whom the proposed Resolutions 9, 10 and 11 would permit financial benefits

(i) Mr Zeffron Reeves or his nominee(s);
(ii) Mr Winton Willesee or his nominee(s); and
(iii) Mr Colin Johnstone or his nominee(s).

(b) Nature of financial benefits

If Resolutions 9, 10 and 11 are passed, the Related Parties will receive the Incentive Options set out in Section 8.1 above.

(c) Terms and Conditions

The Incentive Options will be issued for nil cash consideration. The terms and conditions of the Class 1 Incentive Options are set out in Schedule 5 and the terms and conditions of the Class 2 Incentive Options are set out in Schedule 6. The Incentive Options will vest on the date of issue.

(d) The date of allotment and issue of the securities

The Incentive Options will be issued as soon as practicable after the Meeting and in any event, no later than 1 month after the Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules).

(e) Directors’ recommendation for Resolution 9

Messrs Willesee, Johnstone and Butchart (who do not have any interest in Resolution 9) recommend that Shareholders approve the grant of

Incentive Options under Resolution 9 to Mr Reeves (or his nominee(s)) as they consider the grant of the Incentive Options:

(i) will incentivise Mr Reeves for the reasons and factors set out above;
(ii) are a fair and reasonable alternative to additional cash payment of Directors’ fees;
(iii) are in consideration and recognition of the services provided and to be provided by Mr Reeves to the Company and the number of Incentive Options proposed to be issued is fair and reasonable and reflective of the contribution he has or will make to the Company; and
(iv) are necessary to reflect remuneration benefits to executive directors by companies operating in the Company’s industry.

Mr Reeves declines to make a recommendation to Shareholders in respect of Resolution 9 as he has a material personal interest in the outcome of Resolution 9.

In forming their recommendations, each Director considered the experience of Mr Reeves, the current market price of Shares, the current market practices when determining the number of Incentive Options to be granted as well as the exercise price and expiry date of those Incentive Options.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 9.

(f) Directors’ recommendation for Resolution 10

Messrs Reeves, Johnstone and Butchart, (who do not have any interest in Resolution 10) recommend that Shareholders approve the grant of Incentive Options under Resolution 10 to Mr Willesee (or his nominee(s)) as they consider the grant of Incentive Options:

(i) will incentivise Mr Willesee for the reasons and factors set out above;
(ii) are a fair and reasonable alternative to additional cash payment of Directors’ fees;
(iii) are in consideration and recognition of the services provided and to be provided by Mr Willesee to the Company and the number of Incentive Options proposed to be issued is fair and reasonable and reflective of the contribution he has or will make to the Company; and
(iv) necessary to reflect remuneration benefits to non-executive directors by companies operating in the Company’s industry.

Mr Willesee declines to make a recommendation to Shareholders in respect of Resolution 10 as he has a material personal interest in the outcome of Resolution 10.

In forming their recommendations, each Director considered the experience of Mr Willesee, the current market price of Shares, the current market practices when determining the number of Incentive Options to be granted as well as the exercise price and expiry date of those Incentive Options.

(g) Directors’ recommendation for Resolution 11

Messrs Reeves, Willesee and Butchart, (who do not have any interest in Resolution 11) recommend that Shareholders approve the grant of Incentive Options under Resolution 11 to Mr Johnstone (or his nominee(s)) as they consider the grant of Incentive Options:

(i) will incentivise Mr Johnstone for the reasons and factors set out above;
(ii) are a fair and reasonable alternative to additional cash payment of Directors’ fees;
(iii) are in consideration and recognition of the services provided or to be provided by Mr Johnstone to the Company and the number of Incentive Options proposed to be issued is fair and reasonable and reflective of the contribution he has or will make to the Company; and
(iv) necessary to reflect remuneration benefits to non-executive directors by companies operating in the Company’s industry.

Mr Johnstone declines to make a recommendation to Shareholders in respect of Resolution 11 as he has a material personal interest in the outcome of Resolution 11.

In forming their recommendations, each Director considered the experience of Mr Johnstone, the current market price of Shares, the current market practices when determining the number of Incentive Options to be granted as well as the exercise price and expiry date of those Incentive Options.

(h) Directors’ interests in outcome of resolution

Mr Butchart has no interest in the outcome of Resolutions 9, 10 and 11.

(i) Capital Structure

The capital structure of the Company (assuming all Shares and Options pursuant to this Notice of Meeting are issued and no Options are exercised between the date of this Notice and the Meeting) is as follows:

	Shares	Options
Current issued capital1	191,442,724	112,515,060
Introducer Options issued pursuant to Acquisition		12,000,000
Shares and Options issued pursuant to Placement2	128,400,000	76,200,000
Incentive Options to be issued to Directors		18,000,000
Total on completion of Acquisition and Placement	319,842,7243	218,715,0604

Notes:

Assumes no further securities are issued prior to completion of the Option Agreement, other than as set out in the table.
Assumes maximum Shares and Options are issued to Cygnet Capital for services provided in relation to the Placement.
Assumes that the final consideration payment of US$6,000,000 under the Option Agreement is paid in cash and not Consideration Shares and that the put/call option is not exercised for the final 10% interest in the El Roble Project.
Assumes that no Options are exercised.

(j) Current Remuneration and Relevant Interest

The remuneration and emoluments from the Company to the Related Parties in their capacity as Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Previous Financial Year1	Current Financial Year
Mr Reeves1	$350,792	$327,000
Mr Willesee	$60,000	$60,000
Mr Johnstone	$53,319	$40,000

Notes:

Includes superannuation and share based payments.
Mr Reeves was appointed as a Director on 17 July 2012. Prior to his appointment, Mr Reeves was engaged, via Pandion Minerals Pty Ltd, as a technical consultant to the Company for a monthly retainer of $10,000.

The relevant interests of the Related Parties in securities of the Company are set out below:

are set out below:
Related Party	Shares	Options
Mr Reeves1	2,340,975	6,314,384
Mr Willesee1	1,540,000	1,157,500
Mr Johnstone1	3,379,911	1,917,758

Notes:

Assumes the Placement Shares and Placement Options the subject of Resolutions 5, 6 and 7 in this Notice of Meeting are issued to the respective Related Parties.

(k) Dilution

If all the Incentive Options granted to the Related Parties are exercised, a total of 18,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 319,842,724 (assuming that no other Options are exercised and the securities the subject of the Resolutions in this Notice of Meeting are issued) to 337,842,724 with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 5.33%, comprising 2.67% by Mr Reeves and 1.33% each by Mr Willesee and Mr Johnstone.

(l) Exercise

The market price for Shares during the period of the Incentive Options will normally determine whether or not the Incentive Options are exercised. If, at any time any of the Incentive Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Incentive Options, there may be a perceived cost to the Company.

(m) Trading History

The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

date of this Notice is set	out below:
	Price	Date
Highest	$0.034	15 August 2013
Lowest	$0.015	28 June 2013
Last	$0.025	4 September 2013

(n) Opportunity costs to the Company

The Directors do not consider that there are any opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Options.

(o) Accounting

The Company’s adoption of Australian equivalents to International Financial Reporting Standards for reporting periods means that, under AASB2 Share-based Payment, equity-based compensation (such as the Incentive Options under Resolutions 9, 10 and 11) will be recognised as an expense in respect of the services received.

(p) Value of the Options

(i) The value of the Class 1 Incentive Options and the pricing methodology is set out in Schedule 7.
(ii) The Valuation of the Class 2 Incentive Options and the pricing methodology is set out in Schedule 8.

(q) The intended use of the funds

No funds will be raised from the issue of the Incentive Options. The funds raised on exercise of the Incentive Options, if exercised, will be applied to working capital requirements of the Company at that stage. However there is no guarantee that any of the Incentive Options will be exercised.

(r) Other relevant information

Other than as set out in this Explanatory Statement, there is no further information which the Shareholders would reasonably require in order to decide whether or not it is in the Company’s best interests to pass Resolutions 9, 10 and 11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Placement Securities to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Placement Securities to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

10. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Ms Shannon Coates, on (+61 8) 9322 4328 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

Acquisition means the proposed acquisition by the Company of the El Roble Project pursuant to the Option Agreement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Class 1 Incentive Option means an Option issued pursuant to Resolutions 9, 10 and 11 of this Notice of Meeting and on the terms and conditions described in Schedule 5.

Class 2 Incentive Option means an Option issued pursuant to Resolutions 9, 10 and 11 of this Notice of Meeting and on the terms and conditions described in Schedule 6.

Closely Related Party has the meaning given to that term in the Corporations Act.

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

Concessions means the concessions described in Schedule 9.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

El Roble Project means the El Roble copper project in Chile, comprised of the Concessions.

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

Feasibility Study means a study of the technical, social, environmental, economic and financial aspects of developing and operating a mine and suitable standalone processing plant, auditable by an independent expert, which is in form and substance and complies with the following requirements: (i) prepared based on and in compliance with J.O.R.C; and (ii) in the opinion of the Company, is sufficient enough to make a Decision to Mine, and to enable a potential financier, to make a decision as to whether or not to provide funding on a project recourse only basis

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

Incentive Options means the Class 1 Incentive Options and Class 2 Incentive Options to be issued pursuant to Resolutions 9, 10 and 11 of this Notice of Meeting.

Introducer means Apex Boom Ltd, a company incorporated in Hong Kong.

Introducer Options means Options issued pursuant to Resolution 2 of this Notice of Meeting and on the terms and conditions described in Schedule 2.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Minera El Roble means Minera El Roble SpA, a company incorporated in Chile.

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

Mining Group Chile Ltda means Mining Group Chile Limitada, a company incorporated in Chile.

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

NPV means the Australian dollar value or Australian dollar equivalent value of the net present value forecast derived from a feasibility study for a minerals deposit located within the Concessions, as determined using industry benchmark key inputs and subject to review and modification by an independent third party expert acceptable to Mining Group Chile Ltda.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Option Agreement means the option agreement between the Company and Mr Gunter Stromberger and a group of legal mining companies controlled by him dated 13 August 2013.

Placement means the Placement as proposed in Resolutions 3 and 4 of this Notice of Meeting.

Placement Options means Options to be issued pursuant to the Placement and on the terms and conditions described in Schedule 4.

Placement Shares means Shares issued or to be issued pursuant to the Placement.

Project means the El Roble Project.

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

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

Shareholder means a holder of a Share.

VWAP means volume weighted average price.

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

SCHEDULE 1- EXPLORATION RESULTS AND JORC TABLES

Significant Intercept Table from Channel Sampling

Note significant intercept widths are channel sampling widths. Intercept is calculated by weighted average for all samples, no cut-off or internal dilution parameters were applied.

Channel_ID	East	North	Level	From	To	Width	Cu%	Au ppm	Fe %	Co ppm	Mo ppm
RCPCH0001	345868.27	7008453.83	673	1.65	2.50	2.60	1.55	0.27	15.42	5492	94
RCPCH0002	345830.06	7008445.81	678	1.45	2.70	2.65	1.38	0.20	6.22	87	38
RCPCH0003	345732.40	7008414.14	670	1.55	2.55	2.50	0.97	0.29	9.83	158	188
RCPCH0004	345780.40	7009081.38	635	2.09	2.99	2.90	0.27	0.67	24.95	128	133
RCPCH0005	345808.20	7009053.13	640	0.00	1.00	1.00	1.13	0.42	17.00	210	390
RCPCH0006	345828.45	7008986.06	658	2.00	2.50	1.65	0.31	0.07	13.68	250	40
RCPCH0007	345938.47	7008998.56	668	2.30	3.10	3.20	13.40	2.71	26.80	868	57
RCPCH0008	346089.96	7009000.01	405	1.20	2.10	2.00	0.37	0.16	6.84	37	24
RCPCH0009	346070.23	7008923.95	415	0.00	0.40	0.40	1.99	1.38	22.50	80	80
RCPCH0010	345971.29	7008924.15	420	0.00	0.63	0.63	1.49	0.39	5.12	110	80
RCPCH0011	346011.51	7008742.99	421	0.00	1.20	1.20	0.24	0.52	18.25	110	10
RCPCH0012	346006.48	7008746.47	421	0.70	1.80	2.10	0.12	0.80	21.99	1	103
RCPCH0013	345985.07	7008754.99	421	2.00	2.90	2.70	0.58	2.04	65.10	405	63
RCPCH0014	346256.82	7009014.42	358	1.92	2.92	3.20	0.89	3.37	33.30	280	336
RCPCH0015	346464.81	7009225.37	316	1.60	2.30	1.68	0.73	2.35	26.80	38	330
RCPCH0016	346521.10	7009290.83	306	0.00	0.40	0.40	0.08	0.01	13.35	50	60
RCPCH0017	345887.89	7009088.17	368	1.48	2.22	4.74	5.00	0.24	35.47	2011	210
RCPCH0018	345876.06	7009080.45	363	0.85	1.65	2.40	5.61	1.40	32.94	328	220
RCPCH0019	344942.96	7008224.35	1374	0.00	2.00	2.00	1.87	0.44	9.09	70	20
RCPCH0020	347519.88	7009949.32	1263	0.00	2.00	2.00	0.05	0.01	45.50	910	160
RCPCH0021	346701.91	7010779.29	1352	0.00	0.50	0.50	0.62	4.49	13.15	20	440
RCPCH0022	346736.91	7010793.28	1346	0.00	3.40	3.40	2.46	1.80	28.90	180	380
RCPCH0023	346422.92	7010626.30	1299	0.00	2.20	2.20	1.26	0.22	20.40	50	190
RCPCH0024	346449.92	7010654.29	1308	0.00	1.40	1.40	3.72	1.48	27.40	450	430
RCPCH0025	346567.92	7010702.29	1319	0.00	2.00	2.00	1.51	1.41	18.45	20	90
RCPCH0026	346616.91	7010737.29	1334	0.00	1.00	1.00	2.65	0.68	19.65	200	160
RCPCH0027	346988.90	7009800.32	1263	0.00	0.85	0.85	1.12	0.53	32.90	210	150
RCPCH0028	346799.91	7009645.33	1288	0.00	0.70	0.70	0.92	0.92	15.80	40	130
RCPCH0029	346034.93	7010300.30	1231	0.00	1.00	1.00	20.46	0.17	22.40	200	190
RCPCH0030	346167.93	7010463.30	1225	0.00	1.00	1.00	0.87	0.08	40.60	500	0
RCPCH0031	346009.94	7010262.30	1249	0.00	1.00	1.00	5.37	0.48	6.53	40	20
RCPCH0032	345170.96	7009451.32	1307	0.00	0.30	0.30	3.20	0.83	13.25	160	260
RCPCH0033	345130.95	7009454.32	1292	0.00	0.80	0.80	1.52	0.94	29.40	150	150
RCPCH0034	344923.96	7009530.32	1276	0.00	0.60	0.60	2.70	0.43	15.00	100	110
RCPCH0035	344823.96	7009491.32	1258	0.00	0.60	0.60	0.26	0.13	35.10	80	70
RCPCH0036	344624.97	7008981.33	1231	0.00	1.20	1.20	0.36	1.07	35.70	50	160
RCPCH0037	344554.97	7008950.34	1257	0.00	0.40	0.40	0.87	0.98	20.10	180	150
RCPCH0038	344494.97	7008938.34	1262	0.00	0.55	0.55	0.30	0.22	32.90	710	120
RCPCH0039	344462.98	7008937.34	1266	0.00	0.80	0.80	0.34	0.71	31.20	310	220
RCPCH0040	344404.98	7008929.34	1267	0.00	0.69	0.69	0.10	0.10	27.10	40	60

Channel_ID	East	North	Level	From	To	Width	Cu%	Au ppm	Fe %	Co ppm	Moppm
RCPCH0041	344758.24	7010143.77	1242	0.00	0.48	0.48	0.62	0.06	33.70	30	230
RCPCH0042	344916.96	7009772.31	1269	0.00	1.00	1.00	0.13	0.48	27.10	10	70
RCPCH0043	344867.11	7009765.89	1262	0.00	3.10	3.10	2.24	1.47	29.90	90	210
RCPCH0044	347502.74	7008499.04	1065	0.00	2.00	2.00	8.08	2.50	16.90	50	30
RCPCH0045	345112.77	7008792.15	409	0.00	0.40	0.40	1.50	0.77	38.60	770	210
RCPCH0046	345054.95	7009809.31	417	0.00	1.00	1.00	2.37	0.37	18.65	170	200
RCPCH0047	345243.54	7008814.40	406	0.00	0.77	0.77	1.93	0.08	24.90	80	70
RCPCH0048	345082.83	7008453.48	400	0.00	0.30	0.30	3.14	0.17	8.19	220	40
RCPCH0049	345022.76	7008434.86	411	0.00	0.50	0.50	3.99	0.24	11.95	370	170
RCPCH0050	345049.96	7008371.36	420	0.00	0.85	0.85	3.29	0.66	16.20	130	210
RCPCH0051	345077.96	7008301.35	425	0.00	0.85	0.85	8.52	2.73	14.85	140	60
RCPCH0052	345350.95	7008409.36	429	0.00	0.60	0.60	2.61	1.10	16.80	80	100
RCPCH0053	345304.95	7008388.35	425	0.00	1.00	1.00	1.52	5.99	27.20	150	150
RCPCH0054	348009.89	7006375.41	1407	0.00	1.00	1.00	0.03	0.08	62.50	330	10
RCPCH0055	348005.88	7006400.41	1409	0.00	1.00	1.00	0.02	0.01	4.62	50	0
RCPCH0056	346158.92	7008916.34	405	0.00	0.50	0.50	0.06	0.03	35.40	200	20
RCPCH0057	346527.92	7009334.32	342	0.00	0.30	0.30	0.04	0.03	18.10	70	20
RCPCH0058	345992.61	7009090.91	430	0.00	0.42	0.42	0.86	0.89	20.30	50	310
RCPCH0059	348012.88	7009529.33	322	0.00	1.00	1.00	0.99	0.15	3.08	20	30
RCPCH0060	348599.86	7009094.33	351	0.00	0.50	0.50	0.44	0.23	16.35	30	60
RCPCH0061	347586.89	7008731.34	406	0.00	0.35	0.35	2.31	0.72	39.90	80	50
RCPCH0062	347604.10	7008724.77	406	0.00	0.50	0.50	3.62	13.50	34.90	1000	110
RCPCH0063	347618.89	7008713.35	418	0.00	0.40	0.40	1.09	0.06	9.15	<10	20
RCPCH0064	347677.86	7008693.42	436	0.00	0.50	0.50	0.02	0.01	44.10	430	30
RCPCH0065	347691.88	7008664.35	445	0.00	3.00	3.00	0.02	0.01	34.40	220	40
RCPCH0066	347813.88	7008294.36	482	0.00	0.90	0.90	5.02	0.85	17.60	110	10
RCPCH0067	347794.88	7008102.36	528	0.00	0.40	0.40	4.14	0.37	7.71	50	20
RCPCH0068	347422.90	7009488.33	480	0.00	3.50	3.50	0.06	0.03	32.20	360	140
RCPCH0069	347428.89	7009461.34	483	0.00	2.50	2.50	0.01	0.04	43.00	260	70
RCPCH0070	347432.89	7009527.33	473	0.00	3.00	3.00	0.01	0.01	40.10	170	40
RCPCH0071	347427.89	7009446.33	483	0.00	2.00	2.00	0.10	0.05	26.40	1140	40
RCPCH0072	347462.89	7009416.33	461	0.00	1.00	1.00	0.08	0.02	41.80	300	210
RCPCH0073	347773.72	7008733.55	533	0.00	0.40	0.40	1.30	0.23	7.37	60	30
RCPCH0074	347749.14	7008758.73	540	0.00	1.00	1.00	1.07	0.02	3.86	20	10
RCPCH0075	347802.97	7008677.35	539	0.00	0.80	0.80	8.65	0.45	13.05	180	10
RCPCH0076	347627.89	7008579.35	560	0.00	0.50	0.50	1.86	0.08	11.95	10	0
RCPCH0077	347610.89	7008561.35	558	0.00	0.50	0.50	3.76	2.48	20.10	20	10
RCPCH0078	347336.90	7007591.38	543	0.00	0.40	0.40	4.07	0.65	37.90	440	10
RCPCH0079	347346.89	7007569.37	543	0.00	0.70	0.70	1.60	0.21	27.80	160	10
RCPCH0080	347353.90	7007550.39	553	0.00	0.75	0.75	2.01	0.24	34.00	660	10
RCPCH0081	347570.89	7007703.37	556	0.00	1.00	1.00	0.22	0.10	63.70	500	20
RCPCH0082	347580.90	7007692.37	559	0.00	1.00	1.00	0.06	0.02	67.80	910	60
RCPCH0083	339588.71	7002525.84	708	4.25	4.85	4.85	0.23	0.17	13.57	234	54
RCPCH0084	339540.12	7002492.49	707	0.00	1.50	1.50	1.56	0.01	4.87	350	0
RCPCH0085	339555.12	7002515.50	708	0.00	4.20	4.20	0.88	0.08	5.68	90	0
RCPCH0086	339456.11	7002507.49	698	0.55	1.00	1.45	1.28	0.25	4.02	141	5

Channel_ID	East	North	Level	From	To	Width	Cu%	Au ppm	Fe %	Co ppm	Moppm
RCPCH0087	339442.11	7002506.49	699	0.00	1.00	1.00	0.08	0.02	3.53	50	0
RCPCH0088	339628.11	7002526.50	711	0.00	1.20	1.20	0.87	0.03	6.57	140	0
RCPCH0089	339657.11	7002531.50	711	0.00	1.00	1.00	0.42	0.05	2.94	120	0
RCPCH0090	339667.11	7002531.50	711	0.00	1.00	1.00	1.18	0.12	3.63	230	0
RCPCH0091	339699.57	7002536.35	712	3.00	4.00	5.00	0.37	0.07	5.74	59	10
RCPCH0092	339836.04	7002375.97	723	0.00	1.00	1.00	2.18	0.00	4.60	20	0
RCPCH0093	339836.28	7002373.49	724	0.00	1.00	1.00	6.36	0.03	3.24	130	10
RCPCH0094	339835.33	7002373.82	725	2.70	3.90	1.80	2.14	0.54	11.99	174	90
RCPCH0095	342310.04	7007050.38	743	0.00	1.60	1.60	2.87	0.55	4.88	3240	20
RCPCH0096	344712.97	7007467.37	958	0.00	0.80	0.80	1.57	1.41	25.70	1900	330
RCPCH0097	344519.97	7007420.38	957	0.00	2.20	2.20	0.89	0.29	9.42	270	690
RCPCH0098	344277.98	7007351.37	1010	0.00	0.90	0.90	1.08	0.27	8.78	1650	460
RCPCH0099	344155.32	7007296.83	1021	0.80	1.70	3.10	1.17	0.77	17.31	4	725
RCPCH0100	344387.98	7007623.37	1077	0.00	2.00	2.00	0.97	0.26	5.80	2340	40
RCPCH0101	344480.70	7007635.35	1071	0.80	1.50	1.30	1.29	0.74	17.18	3	240
RCPCH0102	344770.97	7007689.37	1067	0.00	0.60	0.60	1.25	1.19	20.90	240	120
RCPCH0103	345060.12	7008252.37	1075	1.50	3.70	3.20	0.86	0.50	14.47	4	374
RCPCH0104	345295.49	7008010.16	1063	1.10	1.60	0.95	1.36	0.33	5.91	6	75
RCPCH0105	345430.95	7008053.35	1057	0.00	0.80	0.80	6.09	0.56	10.20	470	260
RCPCH0106	344694.34	7007761.57	1107	0.80	1.20	1.10	0.60	0.28	9.03	1	48
RCPCH0107	344780.97	7007787.37	1107	0.00	1.10	1.10	0.96	0.16	8.35	40	40
RCPCH0108	344848.96	7007943.36	1130	0.00	1.20	1.20	0.48	2.70	20.20	200	280
RCPCH0109	343769.62	7006954.22	941	0.90	1.70	1.80	0.19	0.08	38.74	3	196
RCPCH0110	343715.00	7007601.37	958	0.00	0.40	0.40	0.83	0.17	5.08	450	50
RCPCH0111	343721.99	7007646.37	962	0.00	0.60	0.60	1.58	0.24	4.27	170	30
RCPCH0112	345448.95	7008090.35	1081	0.00	5.50	5.50	1.66	0.23	4.24	50	10
RCPCH0113	345124.96	7008634.34	1086	0.00	1.00	1.00	1.34	0.35	8.23	20	90
RCPCH0114	344799.97	7008517.35	1097	0.00	2.10	2.10	1.79	0.38	7.76	120	30
RCPCH0115	344718.97	7007904.36	1080	0.00	0.60	0.60	1.68	0.53	16.90	150	110
RCPCH0116	344573.97	7007932.36	1016	0.00	0.50	0.50	1.46	0.23	11.60	400	180
RCPCH0117	343587.53	7007907.47	917	0.80	1.40	1.60	13.09	0.24	20.45	2	244
RCPCH0118	343092.01	7006625.39	879	0.00	0.40	0.40	2.21	0.09	5.84	20	30
RCPCH0119	343003.02	7006627.39	862	0.00	0.20	0.20	3.56	0.30	7.51	80	200
RCPCH0120	342754.02	7006569.39	840	0.00	0.45	0.45	0.77	0.17	16.85	4610	80
RCPCH0121	342585.03	7006306.41	821	0.00	0.90	0.90	1.74	0.77	8.28	40	240
RCPCH0122	342148.03	7006175.40	817	0.00	0.40	0.40	2.31	3.06	31.50	1840	100
RCPCH0123	342148.03	7006175.40	817	0.00	0.90	0.90	3.36	0.29	4.98	1320	0
RCPCH0124	345399.94	7008028.36	1062	0.00	1.00	1.00	0.90	1.75	21.50	90	760
RCPCH0125	335050.23	7000882.53	429	0.00	1.50	1.50	4.65	1.05	3.25	470	0
RCPCH0126	343805.80	7006941.88	948	2.00	3.80	3.30	1.32	0.21	13.72	2	882
RCPCH0127	343795.00	7006912.38	945	0.00	2.00	2.00	0.54	0.01	5.56	100	0
RCPCH0128	343920.47	7006954.53	936	0.40	1.30	1.75	1.28	0.28	20.73	58	245
RCPCH0129	344309.79	7007015.41	924	1.80	4.00	6.00	0.64	0.02	6.65	6	484
RCPCH0130	344259.81	7007013.63	907	2.00	5.50	4.13	1.23	0.08	7.24	11	155
RCPCH0131	344387.23	7007037.94	928	1.20	3.40	3.20	1.21	0.25	7.47	12	360
RCPCH0132	344455.98	7007071.39	915	0.00	3.80	3.80	0.70	0.00	5.09	260	0

Channel_ID	East	North	Level	From	To	Width	Cu%	Au ppm	Fe %	Co ppm	Moppm
RCPCH0133	345535.95	7008081.36	1024	0.00	0.80	0.80	0.68	0.43	5.98	490	80
RCPCH0134	340702.81	7001856.63	753	1.80	2.20	2.70	1.14	0.11	6.51	620	161
RCPCH0135	340702.71	7001857.43	753	0.00	2.00	2.00	0.31	0.03	8.01	210	0
RCPCH0136	340702.64	7001858.28	753	0.00	1.40	1.40	0.64	0.08	8.78	140	0

JORC Table 1: Section 1 Trench Sampling Techniques and Data

Criteria	Explanation
Sampling techniques	• Rock chip samples collected are of a minimum 2kg weight. • Minimum sample interval was 0.50m and maximum of 2.00m were collected along trench and adit walls. • Samples were sent to ALS Laboratories, Copiapo, Chile • Samples were pulverised to obtain a 30g charge for fire assay for gold • A 0.5g charge was digested by four acid near total digest and analyses using ICP-OES for multielement analysis, including copper • Oregrade copper samples over 10,000ppm were re-assayed usingAAS
Drilling techniques	• No drilling has been conducted on the El Roble Project.
Drill sample recovery	• No drilling has been conducted on the El Roble Project.
Logging	• All rock chip samples are geologically logged by qualified geologists. • Geological data is recorded in the Company’s geological database. • Logging is qualitative in nature and describes lithology, alteration, structure and minerlisation visually observed by the logging geologist. • Total length of each sample interval has been logged.
Sub-sampling techniques and sample preparation	• The sample collection and preparation technique is deemed suitable and industry standard for surface sampling. • Samples are coarse crushed to 70% passing 2mm and then split produce a 30g sample for gold assay and 0.5g sample for multi-element assay. Sub samples are then pulverised to 85% passing 75 microns prior to assay. • No duplicate samples have been carried out. • Sample size is deemed appropriate.
Criteria	Explanation
Quality of assay data and laboratory tests	• Assay techniques are deemed suitable and accurate for the elements being tested. • Standard reference materials have been submitted in each sample run every 20 samples. • Blank reference materials are submitted in each sample run every 50 samples.
Verification of sampling and assaying	• All significant intersections have been calculated using weighted averaging to sample length. • All significant intersections have been checked by alternative company geological personnel. • No duplicate sampling or twinned holes have been completed. • All data collected is done so in accordance with the Company’s written data collection procedures and is kept within the Company’s electronic database. Original sample logs and written data collection forms are also retained in the Company’s data library. • No adjustment to data has been done.
Locations of data points	• Rock chip and channel samples are located using a hand held GPS which is deemed of sufficient quality and appropriate for this stage of exploration. • Co-ordinates have an error of +/-10m. • Co-ordinates are recorded in WGS84 co-ordinate system
Data spacing and distribution	• NA at this early exploration stage.
Orientation of data in relation to geological structure	• Wherever possible channels have been planned to intersect mineralised structures perpendicular to the structure. • Channel intercepts are along channel widths and do not indicate true widths of any mineralised structure.

Sample security	• All sampling was conducted under the supervision of an independent geology consultant who conducted sample collection and the chain of custody from the drill to the sample preparation and logging facility is continually monitored by the consultant. Samples are shipped to the lab by qualified couriers or Company personnel under locked bags.
Audits or reviews	• No audit or review has been conducted due to the early stage exploration nature of the work.

JORC Table 7: Section 2 Reporting of Exploration Results

Criteria	Explanation
Mineral tenement and land tenure status	• Mining Group does not own any of the properties sampled or mapped and sampling and mapping completed was done so as part of a due diligence process in order to assess the properties. • Mining Group has an exclusive option to acquire the properties under the contemplated transaction described in Resolution 1 of this Notice of Meeting
Exploration by other parties	• No information has been used in this report from exploration by other parties.
Drill hole information	• No drilling has been conducted on the property to date.
Geology	• The El Roble Project consists of quartz and iron oxide veins, containing copper and gold mineralisation. The veins are hosted within intrusive dioritic and andesitic volcanic rocks of the Chilean Cretaceous Belt.
Channel information	• Table of all channel locations and results is presented in Schedule 1 of this Notice
Data aggregation methods	• Intercept widths are alongchannel widths, intercept calculated by length weighted average for all samples and no internal dilution was used, where length is the along channel length for each sample interval • Intercepts comprise of aggregated length weighted average for all samples taken in each channel. Length weighted averages have been calculated using the following formula assuming 3 samples were taken from the channel, where: A=sample interval, B=sample assay value 1) A1xB1 = C1, A2xB2=C2, A3xb3=C3 2) A1+A2+B2= total interval 3) (C1+C2+C3)/total interval = length weighted grade average • No metal equivalent values have been used.
Relationship between mineralization widths and intercept lengths	• Channels were designed to be installed perpendicular to the interpreted strike of the mineralised structures unless stated. • Intercept widths are along channel widths and are not true geological widths.
Diagrams	• Pertinent maps are within ASX announcement dated 15thAugust 2013 notice and Schedule 1 presents results. • No drillinghas been conducted on theproject.
Balanced Reporting	• All results have been presented in Schedule 1 of this report for balanced reporting.
Other substantive exploration data	• No other data other than that presented has been used or relied upon.
Further work	• Further exploration work including mapping, sampling and drilling is required, on areas throughout the property. • These areas will be identified in the future through further analysis and interpretation of results. • Diagrams cannot be provided until areas for future exploration have been identified.

SCHEDULE 2 – PRO FORMA BALANCE SHEET

The Balance Sheet has been prepared to provide information on the assets and liabilities of the Company based on the unaudited 30 June 2013 consolidated balance sheet and the pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Consolidated Balance Sheet as at 30 June 2013 (unaudited), Pro Forma Balance Sheet after $3 million placement (“Placement”) (unaudited) and Pro Forma Balance Sheet after Placement and exercise of option.

	Unaudited 30 June 2013 $		*Pro Forma after* *Placement and* *exercise of option*
		*Pro Forma after* *$3million Placement*

CURRENT ASSETS
Cash and cash equivalents	1,719,095	4,509,095	2,311,293
Trade and other receivables	84,927	84,927	84,927
TOTAL CURRENT ASSETS	1,804,022	4,594,022	2,396,220

NON-CURRENT ASSETS
Fixed assets	136,891	136,891	136,891
Exploration	6,631,246	6,631,246	6,631,246
Other non-current assets	57,344	57,344	9,067,133
TOTAL NON- CURRENT ASSETS	6,285,481	6,285,481	15,835,270

TOTAL ASSETS	8,629,503	11,419,503	18,231,490

CURRENT LIABILITIES
Trade and other payables	268,358	268,358	268,358
Provisions	18,155	18,155	18,155
TOTAL CURRENT LIABILITIES	286,513	286,513	286,513

NON-CURRENT LIABILITIES
Deferred taxes payable	380,997	380,997	380,997
Loans payable1	1,963,497	1,963,497	1,963,497
TOTAL NON- CURRENT LIABILITIES	2,344,494	2,344,494	2,344,494

TOTAL LIABILITIES	2,631,007	2,631,007	2,631,007

NET ASSETS (LIABILITIES)	5,998,496	8,788,496	15,600,483

EQUITY
Share capital	14,601,799	17,223,692	23,817,099

	Unaudited 30 June 2013 $		*Pro Forma after* *Placement and* *exercise of option*
		*Pro Forma after* *$3million Placement*

Minority Interest	57,529	57,529	57,529
Options Reserve	4,502,750	4,670,857	4,889,437
Retained loss	-13,163,582	-13,163,582	-13,163,582
TOTAL EQUITY	5,998,496	8,788,496	15,600,483

Notes:

This long term liability is exploration expenditure accrued by Cadan Resources Corporation ( Cadan ) prior to the Company acquiring an effective 80% interest in the Comval Project. It is a nonrecourse liability, in that Cadan has no right to payment of the liability until the Comval Project commences commercial production, at which time the liability will repaid on pro rata basis according to Cadan’s ownership interest in the Comval Project (currently 20%).
Assumes only 12,000,000 Options are issued to Cygnet Capital for management services provided in relation to the Placement, with the $210,000 balance paid in cash.

As set out in section 1.2 of the Explanatory Statement of this Notice of Meeting, the Company is not obligated to pay the final consideration payment of $6,000,000 and may walk away from the El Roble Project. Therefore the pro-forma balance sheet does not include the final consideration payment of $6,000,000. If payable, the final consideration payment as set out in section 1.2, may be paid in cash or the issue of shares in the Company.

SCHEDULE 3 - TERMS AND CONDITIONS OF INTRODUCER OPTIONS

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

(a) Exercise Price

The exercise price of each Option is 5 cents.

(b) Entitlement

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

(c) Option Period

The Options will expire at 5.00pm WST on 30 June 2016. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

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

(e) Voting

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

(f) Transfer of an Option

Options are not transferable at any time prior to the expiry date.

(g) Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 5 cents ($0.05) per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from

exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

Reconstruction

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

(j)

Participation in New Share Issues

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

(k)

No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 4 - TERMS AND CONDITIONS OF PLACEMENT OPTIONS

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

(a) Exercise Price

The exercise price of each Option is 5 cents.

(b) Entitlement

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

(c) Option Period

The Options will expire at 5.00pm WST on 30 June 2015. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

(e) Voting

(f) Transfer of an Option

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

(g) Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 5 cents ($0.05) per Share.

(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

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

Reconstruction

(j) Participation in New Share Issues

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 5 - TERMS AND CONDITIONS OF CLASS 1 INCENTIVE OPTIONS

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

(a) Exercise Price

The exercise price of each Option is an amount equal to 135% of the 30 day VWAP prior to the date that Shareholders approve the issue of the Class 1 Incentive Options.

(b) Entitlement

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

(c) Option Period

The Options will expire at 5.00pm WST on 17 October 2016. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

(e) Voting

(f) Transfer of an Option

(g) Method of Exercise of an Option

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

being subscribed, being an amount equal to 135% of the 30 day VWAP prior to issue date per Share..

(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

Reconstruction

(j) Participation in New Share Issues

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 6 - TERMS AND CONDITIONS OF CLASS 2 INCENTIVE OPTIONS

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

(a) Exercise Price

The exercise price of each Option is an amount equal to 145% of the 30 day VWAP prior to the date that Shareholders approve the issue of the Class 2 Incentive Options.

(b) Entitlement

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

(c) Option Period

The Options will expire at 5.00pm WST on 19 October 2017. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

(e) Voting

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

(f) Transfer of an Option

(g) Method of Exercise of an Option

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

being subscribed, being an amount equal to 145% of the 30 day VWAP prior to issue date per Share..

(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

Reconstruction

(j) Participation in New Share Issues

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 7 – VALUATION OF CLASS 1 INCENTIVE OPTIONS

The Class A Incentive Options have been independently valued by Stantons International Securities .

Using the Black & Scholes option model and based on the assumptions set out below, the Class A Incentive Options were ascribed the following value:

Assumptions:

Valuation date	19 August 2012
Market price of Shares	3.20 cents
Exercise price	4.32 cents
Expiry date (length of time from issue)	36 months less one day from date of issue
Risk free interest rate	2.77%
Volatility (discount)	110%

Indicative value per Class 1 Incentive Option	1.9885 cents each

SCHEDULE 8 – VALUATION OF CLASS 2 INCENTIVE OPTIONS

The Class B Incentive Options have been independently valued by Stantons International Securities .

Using the Black & Scholes option model and based on the assumptions set out below, the Class B Incentive Options were ascribed the following value:

Assumptions:

Valuation date	19 August 2012
Market price of Shares	3.20 cents
Exercise price	4.64 cents
Expiry date (length of time from issue)	48 months plus one day from date of issue
Risk free interest rate	3.25%
Volatility (discount)	110%

Indicative value per Class 2 Incentive Option	2.2236 cents each

SCHEDULE 9 – CONCESSIONS

Constituted mining concessions to exploit (Chart N° 1)

Constituted mining concessions to exploit (Chart N° 1)	Constituted mining concessions to exploit (Chart N° 1)	Constituted mining concessions to exploit (Chart N° 1)
N° Name Owner 1. Roble 2, 1 al 11 SLM Roble 2 2. Roble 2A, 1 al 11 SLM Roble 2A 3. Roble 2B, 1 al 3 SLM Roble 2B 4. Roble 3, 1 al 15 SLM Roble 3 5. Roble 4, 1 al 23 SLM Roble 4 6. Roble 4B, 1 al 10 SLM Roble 4B 7. Roble 5, 1 al 10 SLM Roble 5 8. Roble 5A, 1 al 9 SLM Roble 5A 9. Roble 5B, 1 al 19 SLM Roble 5B 10. Roble 5C, 1 al 20 SLM Roble 5C 11. Roble 9, 1 al 9 Gunter Stromberger Mining concessions to exploit in process to be constituted (Chart N° 2)
N°	Name	Owner
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25.	Angela Siete, 1 al 20 Angela Siete A, 1 al 20 Angela Siete B, 1 al 20 Angela Ocho, 1 al 20 Angela Ocho A, 1 al 20 Angela Ocho B, 1 al 20 Angela Nueve, 1 al 20 Angela Nueve A, 1 al 20 Angela Diez, 1 al 20 Angela Diez A, 1 al 20 Angela Doce, 1 al 20 Angela Doce A, 1 al 20 Angela Doce B, 1 al 20 Angela Trece, 1 al 20 Angela Trece A, 1 al 20 Angela Trece B, 1 al 20 Angela Catorce 1 al 20 Angela Catorce A, 1 al 20 Angela Catorce B, 1 al 20 Angela Quince, 1 al 20 Angela Quince A, 1 al 20 Angela Quince B, 1 al 20 Angela Dieciseis, 1 al 20 Angela Dieciseis A, 1 al 20 Angela Dieciseis B, 1 al 20	Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger

26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68.	Angela Diecisiete, 1 al 20 Angela Diecisiete A, 1 al 20 Angela Diecisiete B, 1 al 20 Angela Dieciocho, 1 al 20 Angela Dieciocho A, 1 al 20 Angela Dieciocho B, 1 al 20 Angela Diecinueve, 1 al 20 Angela Diecinueve A, 1 al 20 Angela Veinte, 1 al 20 Angela Veinte A, 1 al 20 Angela Veintiuno, 1 al 20 Angela Veintiuno A, 1 al 20 Angela Veintiuno B, 1 al 20 Angela Veintidos, 1 al 20 Angela Veintidos A, 1 al 20 Angela Veintidos B, 1 al 20 Angela Veintitres, 1 al 20 Angela Veintitres A, 1 al 20 Angela Veintitres B, 1 al 20 Angela Veinticuatro A, 1 al 10 Angela Veinticuatro B, 1 al 20 Angela Veinticuatro C, 1 al 20 Angela Veinticinco, 1 al 20 Angela Veinticinco A, 1 al 20 Angela Veinticinco B, 1 al 20 Angela Veintiseis Uno, 1 al 10 Angela Ventisiete Uno, 1 al 30 Angela Veintisiete Uno, 1 al 30 Angela Veintiocho Uno, 1 al 30 Angela Veintinueve Uno, 1 al 30 Angela Treinta Uno, 1 al 30 Roble 2 C, 1 al 20 Roble 5 Roble 6, 1 al 20 Roble 6A, 1 al 20 Roble 7, 1 al 20 Roble 8 Roble 8A, 1 al 20 Roble 8B, 1 al 20 Roble 10, 1 al 6 Roble 11, 1 al 2 Roble 12, 1 al 3 Roble 13, 1 al 20	Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger

69. 70. 71.	Roble 15, 1 al 40 Roble 16, 1 al 35 Roble 17, 1 al 20	Gunter Stromberger Gunter Stromberger Gunter Stromberger

Mining concessions to explore in process to be constituted (Chart N° 3) N° Name Owner 1. Angelita Siete Gunter Stromberger 2. Angelita Ocho Gunter Stromberger 3. Angelita Nueve Gunter Stromberger 4. Angelita Doce Gunter Stromberger 5. Angelita Trece Gunter Stromberger 6. Angelita Catorce Gunter Stromberger 7. Angelita Quince Gunter Stromberger 8. Angelita Dieciseis Gunter Stromberger 9. Angelita Diecisiete Gunter Stromberger 10. Angelita Dieciocho Gunter Stromberger 11. Angelita Diecinueve Gunter Stromberger 12. Angelita Veinte Gunter Stromberger 13. Angelita Veintiuno Gunter Stromberger 14. Angelita Veintidos Gunter Stromberger 15. Angelita Veintitres Gunter Stromberger 16. Angelita Veinticuatro Gunter Stromberger 17. Angelita Veinticinco Gunter Stromberger	Mining concessions to explore in process to be constituted (Chart N° 3) N° Name Owner 1. Angelita Siete Gunter Stromberger 2. Angelita Ocho Gunter Stromberger 3. Angelita Nueve Gunter Stromberger 4. Angelita Doce Gunter Stromberger 5. Angelita Trece Gunter Stromberger 6. Angelita Catorce Gunter Stromberger 7. Angelita Quince Gunter Stromberger 8. Angelita Dieciseis Gunter Stromberger 9. Angelita Diecisiete Gunter Stromberger 10. Angelita Dieciocho Gunter Stromberger 11. Angelita Diecinueve Gunter Stromberger 12. Angelita Veinte Gunter Stromberger 13. Angelita Veintiuno Gunter Stromberger 14. Angelita Veintidos Gunter Stromberger 15. Angelita Veintitres Gunter Stromberger 16. Angelita Veinticuatro Gunter Stromberger 17. Angelita Veinticinco Gunter Stromberger	Mining concessions to explore in process to be constituted (Chart N° 3) N° Name Owner 1. Angelita Siete Gunter Stromberger 2. Angelita Ocho Gunter Stromberger 3. Angelita Nueve Gunter Stromberger 4. Angelita Doce Gunter Stromberger 5. Angelita Trece Gunter Stromberger 6. Angelita Catorce Gunter Stromberger 7. Angelita Quince Gunter Stromberger 8. Angelita Dieciseis Gunter Stromberger 9. Angelita Diecisiete Gunter Stromberger 10. Angelita Dieciocho Gunter Stromberger 11. Angelita Diecinueve Gunter Stromberger 12. Angelita Veinte Gunter Stromberger 13. Angelita Veintiuno Gunter Stromberger 14. Angelita Veintidos Gunter Stromberger 15. Angelita Veintitres Gunter Stromberger 16. Angelita Veinticuatro Gunter Stromberger 17. Angelita Veinticinco Gunter Stromberger
N°	Name	Owner
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17.	Angelita Siete Angelita Ocho Angelita Nueve Angelita Doce Angelita Trece Angelita Catorce Angelita Quince Angelita Dieciseis Angelita Diecisiete Angelita Dieciocho Angelita Diecinueve Angelita Veinte Angelita Veintiuno Angelita Veintidos Angelita Veintitres Angelita Veinticuatro Angelita Veinticinco	Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger Gunter Stromberger

ABN 73 149 230 811

Lodge your vote:

By Mail:

MIINING GROUP LIMITED SUITE 1, GROUND FLOOR 83 HAVELOCK STREET WEST PERTH

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 10.00am (WST) on Wednesday, 16 October 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.investorcentre.com

View your securityholding, 24 hours a day, 7 days a week:

Your secure access information is:

Review your securityholding

SRN/HIN:

Update your securityholding

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

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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

XX

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

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the Chairman of the Meeting OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, or the Chairman's nominee, 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 General Meeting of Mining Group Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia on Friday, 18 October 2013 at 10.00am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on Resolutions 9, 10 and 11 : 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 9, 10 and 11 (except where I/we have indicated a different voting intention below) even though Resolutions 9, 10 and 11 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important for Resolution 10 : 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 9, 10 and 11 by marking the appropriate box in step 2 below.

Important for Resolutions 6 and 10: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Resolutions 6 and 10 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 6 and 10, the Chairman of the Meeting will not cast your votes Resolutions 6 and 10 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 6 and 10 of business.

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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 6 and 10 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

STEP 2	STEP 2	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.	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.	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.	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.	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.	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.	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.	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	Against	Abstain
	1	Change in nature and scale of					7	Approval for Director
		activities						participation in Placement: Mr
	2 3 4 5	Approval to issue Introducer Options to Apex Boom Ltd Ratification of issue of Placement Shares Approval to issue Placement Shares and Options Approval for Director					8 9 10	Colin Johnstone Approval to issue Shares and Options to Cygnet Capital Approval to issue Incentive Options to Director – Mr Zeffron Reeves Approval to issue Incentive Options to Director – Mr Winton
		participation in Placement: Mr						Willesee
	6	Zeffron Reeves Approval for Director					11	Approval to issue Incentive Options to Director – Mr Colin
		participation in Placement: Mr						Johnstone
		Winton Willesee
	The Chairman of the Meeting intends		to vote all available				proxies in favour of each item of business in which the Chairman is entitled
	to vote.
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

M N E

1 7 2 3 5 8 A

AI assistant

BARYS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

64567_rns_2013-09-17_243b0e22-bcb6-46ff-9543-42f8808d5fa0.pdf

MINING GROUP LIMITED ACN 149 230 811

NOTICE OF GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

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

2. RESOLUTION 2 – APPROVAL TO ISSUE INTRODUCER OPTIONS TO APEX BOOM LTD

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF PLACEMENT SHARES

4. RESOLUTION 4 – APPROVAL TO ISSUE PLACEMENT SHARES AND OPTIONS

5. RESOLUTION 5 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT: MR ZEFFRON REEVES

6. RESOLUTION 6 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT: MR WINTON WILLESEE

7. RESOLUTION 7 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT: MR COLIN JOHNSTONE

8. RESOLUTION 8 – APPROVAL TO ISSUE SHARES AND OPTIONS TO CYGNET CAPITAL

9. RESOLUTION 9 – APPROVAL TO ISSUE INCENTIVE OPTIONS TO DIRECTOR – MR ZEFFRON REEVES

Voting Prohibition Statement:

10. RESOLUTION 10 – APPROVAL TO ISSUE INCENTIVE OPTIONS TO DIRECTOR – MR WINTON WILLESEE

Voting Prohibition Statement:

11. RESOLUTION 11 – APPROVAL TO ISSUE INCENTIVE OPTIONS TO DIRECTOR – MR COLIN JOHNSTONE

Voting Prohibition Statement:

DATED: 4 SEPTEMBER 2013

BY ORDER OF THE BOARD

EXPLANATORY STATEMENT

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

1.1 Background

1.2 Transaction

Option Agreements

Key terms of Option Agreement

Initial 68% interest

Minera El Roble SpA Corporate Structure

Apex Option Agreement

Vendors’ remaining interest

Royalty

Introducer Options

(g) Loan

1.3 El Roble Copper Project

1.4 Capital structure

Notes:

1.5 Proforma Balance Sheet

1.6 Advantages of the Acquisition

1.7 Disadvantages of the Acquisition

1.8 Risk Factors

Specific Risks

(a) Conditions and Renewal of Concession Licences

(b) Counterparty and Contractual Risk

(c) Environmental Risk

(d) Future capital requirements

(e) Sovereign and Political Risks Associated with Operating in Chile

(f) Indigenous Heritage Protection

(g) Seasonal Weather

(h) Identified due diligence risks

General Risks

(a) Exploration Success

(b) Foreign exchange risk

(c) Insurance risks

(d) Competition risk

(e) Market risk

(f) Potential Acquisitions

(g) Reliance on Key Personnel

1.9

Directors’ Recommendation

1.10 Competent Person

2. RESOLUTION 2 – APPROVAL TO ISSUE INTRODUCER OPTIONS TO APEX BOOM LTD

2.1 Background

2.2 Technical information required by ASX Listing Rule 7.3

3. BACKGROUND TO RESOLUTIONS 3 TO 8 – RATIFICATION AND ISSUE OF PLACEMENT SHARES AND OPTIONS

3.1 Background

3.2 Use of Placement funds

3.3

BARYS RESOURCES LIMITED Proxy Solicitation & Information Statement 2013