DOME GOLD MINES LIMITED — Proxy Solicitation & Information Statement 2018

Feb 5, 2018

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NOTICE OF GENERAL MEETING

– and –

EXPLANATORY MEMORANDUM

– and –

PROXY FORM

DATE & TIME OF MEETING: Thursday 8 March 2018 at 3pm VENUE: Level 8, 17-19 Bridge Street Sydney NSW 2000

These documents should be read in their entirety.

If shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisors.

Level 8, 17-19 Bridge Street Level 7, 71 Macquarie Str eet GPO Box 1759 Sydney T +61 2 8203 5620 E info@domegoldmines.com.au Sydney NSW 2000 Sydney NSW 2000 Australia NSW 2001 Australia F +61 2 9241 2013 W www.domegoldmines.com.au

DOME GOLD MINES LTD ABN 49 151 996 566

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NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting ( Meeting ) of the members of Dome Gold Mines Ltd ACN 151 996 566 ( Dome or the Company ) will be held at 3pm on Thursday 8 March 2018 at Level 8, 17-19 Bridge Street, Sydney, NSW 2000.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting ( Explanatory Memorandum ).

AGENDA

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

1. Resolution 1 - Ratification of Prior Issue of Shares and Options

• 'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue on 15 November 2017 of 2,477,625 fully paid ordinary shares and the grant of 1,945,107 unlisted options in the Company on such terms as set out in the Explanatory Memorandum accompanying this Notice of Meeting.’

2. Resolution 2 - Ratification of Prior Issue of Options

• 'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the grant on 24 November 2017 of 1,000,000 unlisted options in the Company on such terms as set out in the Explanatory Memorandum accompanying this Notice of Meeting.’

3. Resolution 3 - Ratification of Prior Issue of Shares and Options 'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue on 28 November 2017 of 1,454,165 fully paid ordinary shares and 2,240,523 unlisted options in the Company on such terms as set out in the Explanatory Memorandum accompanying this Notice of Meeting.’

4. Resolution 4 - Ratification of Prior Issue of Shares and Options 'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue on 14 December 2017 of 5,231,512 fully paid ordinary shares and the grant of 4,799,713 unlisted options in the Company on such terms as set out in the Explanatory Memorandum accompanying this Notice of Meeting.’

5. Resolution 5 - Ratification of Prior Issue of Shares and Options

'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue on 3 January 2018 of 3,000,000 fully paid ordinary shares and the grant 3,300,000 unlisted options in the Company on such terms as set out in the Explanatory Memorandum accompanying this Notice of Meeting.’

6. Resolution 6 - Ratification of Prior Issue of Shares and Options

'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue on 22 January 2018 of 4,377,489 fully paid ordinary shares and the grant of 4,465,566 unlisted options in the Company on such terms as set out in the Explanatory Memorandum accompanying this Notice of Meeting.’

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Level 7, 71 Macquarie Str eet Suite 2, Level 8, 17-19 Bridge Street GPO Box 1759 Sydney T +61 2 8203 5620 E info@domegoldmines.com.au Sydney NSW 2000 Australia NSW 2001 Australia F +61 2 9241 2013 W www.domegoldmines.com.au

DOME GOLD MINES LTD ABN 49 151 996 566

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7. Resolution 7 - Approval of the Proposed Issue and Allotment of Shares

'That, for the purposes of ASX Listing Rule 7.1, the proposed issue and allotment of up to 24,000,000 fully paid ordinary shares in the Company as set out in the Explanatory Memorandum attached to this Notice of Meeting be and is hereby approved.'

To transact any other business that may be brought forward in accordance with the Company's Constitution.

By order of the Board

Marcelo Mora Company Secretary

6 February 2018

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Level 7, 71 Macquarie Str eet Suite 2, Level 8, 17-19 Bridge Street GPO Box 1759 Sydney T +61 2 8203 5620 E info@domegoldmines.com.au Sydney NSW 2000 Australia NSW 2001 Australia F +61 2 9241 2013 W www.domegoldmines.com.au

DOME GOLD MINES LTD ABN 49 151 996 566

EXPLANATORY MEMORANDUM TO THE NOTICE OF GENERAL MEETING

This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the General Meeting to be held at Level 8, 17-19 Bridge Street, Sydney, NSW, on Thursday 8 March 2018 at 3pm Eastern Daylight-Saving Time (EDST).

1. Ratification of Prior Issue of Shares and Options

On 15 November 2017, the Company issued 2,477,625 ordinary shares to raise $495,524.92 and granted 1,945,107 unlisted options. The shares and options were issued under the 15% placement capacity under the Listing Rules, and the issue of the shares and the grant of the options did not breach ASX Listing Rule 7.1 at the time they were issued.

Resolution 1 seeks Shareholders ratification pursuant to ASX Listing Rule 7.4 of this shares and options issue. By ratifying this issue, the Company will retain 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 shareholders’ approval.

For the purposes of Listing Rule 7.5, the following information is provided:

	Number of securities	2,477,625 ordinary shares
	allotted:
	Issue price:	$0.20 per share.
	Terms:	Fully paid ordinary shares ranking_pari passu_with existing fully paid ordinary
		shares.
	Names of allottees:	Field of Dreams Co., Ltd	565,036 ordinary shares
		Creative Management Consultants Co., Ltd	1,412,589 ordinary shares
		Mr Akiyoshi Sato	500,000 ordinary shares
		none of whom are a related party.
	Intended use of funds:	To further advance the exploration program in Fiji, working capital, funding
		of ongoing activities and payment of outstanding liabilities.
	Number of securities	1,945,107 unlisted options
	allotted:
	Issue price:	Nil cash consideration.
	Terms:	o Unlisted options expiring on 15 November 2019.
		o Terms and conditions are attached on Appendix “A”.
	Names of allottees:	Field of Dreams Co., Ltd	282,518 unlisted options
		Creative Management Consultants Co., Ltd	1,412,589 unlisted options
		Mr Akiyoshi Sato	250,000 unlisted options
		none of whom are a related party.
	Intended use of funds:	No funds were raised by the issue of these options.

Voting Exclusions on this Resolution:

The Company will disregard any votes cast on Resolution 1 by Field of Dreams Co., Ltd, Creative Management Consultants Co., Ltd and Mr Akiyoshi Sato and any of their associates.

However, the Company need not disregard a vote if:

• (a) 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

• (b) it is cast by the person Chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors recommend that you vote IN FAVOUR of Resolution 1. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1.

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2. Ratification of Prior Issue of Options

On 24 November 2017, the Company granted 1,000,000 unlisted options. The options were issued under the 15% placement capacity under the Listing Rules, and the grant of the options did not breach ASX Listing Rule 7.1 at the time they were originally granted.

Resolution 2 seeks the ratification by Shareholders of the grant of the unlisted options pursuant to ASX Listing Rule 7.4. By ratifying this grant, the Company will retain 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.

For the purpose of Listing Rule 7.5, the following information is provided:

	Number of securities allotted:	1,000,000 unlisted options
	Issue price:	Nil cash consideration
	Terms:	o Unlisted options expiring on 31 December 2020.
		o Each Option entitles the holder to subscribe for and be allotted
		one ordinary share in Dome Gold Mines Ltd., 500,000 options are
		exercise price of $0.40 per Option and 500,000 options are
		exercisable at $0.50.
		o The Options may be exercised at any time prior to the Expiry
		Date wholly or in part by delivering a duly completed form of
		notice of exercise together with payment of the exercise price
		per Option exercised to the Company.
		o The Options expire at 5pm Eastern Standard Time on the Expiry
		Date.
		o Any Options not exercised on or before the Expiry Date will
		automatically lapse.
		o The rights of the optionholder can be changed to comply with
		the listing rules when the company undertakes a reorganisation
		of capital.
		o The options do not entitle the holder to participate in new issues
		without exercising the options.
		o The options do not confer the right to change the exercise price
		nor a change to the underlying number of ordinary shares over
		which it can be exercised.
		o The options are transferable.
		o Upon exercise of the options, the options will convert into fully
		paid ordinary shares, which will rank equally in all respects with
		existing fully paid ordinary shares.
	Name of allottee:	Corville Pty Ltd who is not a related party
	Intended use of funds:	No new funds were raised by the issue of these options.

Voting Exclusions on this Resolution:

The Company will disregard any votes cast on Resolution 2 by Corville Pty Ltd and any of its associates.

However, the Company need not disregard a vote if:

• (a) 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

• (b) it is cast by the person Chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors recommend that you vote IN FAVOUR of Resolution 2.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2.

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3. Ratification of Prior Issue of Shares and Options

On 28 November 2017, the Company issued 1,454,165 ordinary shares to raise $290,832.95 and granted 2,240,523 unlisted options. The shares and options were issued under the 15% placement capacity under the Listing Rules, and the issue of the shares and the grant of options did not breach ASX Listing Rule 7.1 at the time they were originally issued.

Resolution 3 seeks Shareholders ratification pursuant to ASX Listing Rule 7.4 of this shares and options issue. By ratifying this issue, the Company will retain 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 shareholders’ approval.

For the purpose of Listing Rule 7.5, the following information is provided:

	Number of securities	1,454,165 ordinary shares
	allotted:
	Issue price:	$0.20 per share.
	Terms:	Fully paid ordinary shares ranking_pari passu_with existing fully paid ordinary
		shares
	Names of allottees:	Creative Management Consultants Co., Ltd	1,454,165 ordinary shares
		who is not a related party.
	Intended use of funds:	To further advance the exploration program in Fiji, working capital, funding
		of ongoing activities and payment of outstanding liabilities.
	Number of securities	2,240,523 unlisted options
	allotted:
	Issue price:	Nil cash consideration.
	Terms:	o Unlisted options expiring on 28 November 2019.
		o Terms and conditions are attached on Appendix “A”.
	Names of allottees:	Creative Management Consultants Co., Ltd	1,454,165 unlisted options
		Precious Tori Ltd	786,358 unlisted options
		neither of whom are a related party.
	Intended use of funds:	No funds were raised by the grant of these options.

Voting Exclusions on this Resolution:

The Company will disregard any votes cast on Resolution 3 by Creative Management Consultants Co., Ltd and Precious Tori Ltd and any of their associates.

However, the Company need not disregard a vote if:

• (c) 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

• (d) it is cast by the person Chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors recommend that you vote IN FAVOUR of Resolution 3.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 3.

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4. Ratification of Prior Issue of Shares and Options

On 14 December 2017, the Company issued 5,231,512 ordinary shares to raise $1,046,302.40 and granted 4,799,713 unlisted options. The shares and options were issued under the 15% placement capacity under the Listing Rules, and the issue of the shares and options did not breach ASX Listing Rule 7.1 at the time they were originally issued.

Resolution 4 seeks Shareholders ratification pursuant to ASX Listing Rule 7.4 of this shares and options issue. By ratifying this issue, the Company will retain 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 shareholders’ approval.

For the purpose of Listing Rule 7.5, the following information is provided:

	Number of securities	5,231,512 ordinary shares
	allotted:
	Issue price:	$0.20 per share.
	Terms:	Fully paid ordinary shares ranking_pari passu_with existing fully paid ordinary
		shares.
	Names of allottees:	Ms Noriko Kikuchi	600,000 ordinary shares
		Ms Akiko Nagase	1,200,000 ordinary shares
		Mr Saravut Udomtham	2,275,309 ordinary shares
		Mr Kazutaka Shimohigoshi	1,156,203 ordinary shares
		none of whom are a related	party.
	Intended use of funds:	To further advance the exploration program in Fiji, working capital, funding
		of ongoing activities and payment of outstanding liabilities.
	Number of securities	4,799,713 unlisted options
	allotted:
	Issue price:	Nil cash consideration.
	Terms:	o Unlisted options expiring on 14 December 2019.
		o Terms and conditions are attached on Appendix “A”.
	Names of allottees:	Ms Noriko Kikuchi	300,000 unlisted options
		Ms Akiko Nagase	600,000 unlisted options
		Mr Saravut Udomtham	2,275,309 unlisted options
		Mr Kazutaka Shimohigoshi	578,102 unlisted options
		Precious Tori Ltd	1,046,302 unlisted options
		none of whom are a related	party.
	Intended use of funds:	No funds were raised by the grant of these options.

Voting Exclusions on this Resolution:

The Company will disregard any votes cast on Resolution 4 by Ms Noriko Kikuchi, Ms Akiko Nagase, Mr Saravut Udomtham, Mr Kazutaka Shimohigoshi and Precious Tori Ltd and any of their associates.

However, the Company need not disregard a vote if:

• (a) 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

• (b) it is cast by the person Chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors recommend that you vote IN FAVOUR of Resolution 4. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 4.

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5. Ratification of Prior Issue of Shares and Options

On 3 January 2018, the Company issued 3,000,000 ordinary shares to raise $600,000 and granted 3,300,000 unlisted options. The shares and options were issued under the 15% placement capacity under the Listing Rules, and the issue of the shares and options did not breach ASX Listing Rule 7.1 at the time they were originally issued.

Resolution 5 seeks Shareholders ratification pursuant to ASX Listing Rule 7.4 of this shares and options issue. By ratifying this issue, the Company will retain 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 shareholders’ approval.

For the purposes of Listing Rule 7.5, the following information is provided:

	Number of securities	3,000,000 ordinary shares
	allotted:
	Issue price:	$0.20 per share.
	Terms:	Fully paid ordinary shares ranking_pari passu_with existing fully paid ordinary
		shares.
	Names of allottees:	Mr Daizo Hara 500,000 ordinary shares
		Mr Sumiyo Yamamoto 2,500,000 ordinary shares
		neither of whom is a related party.
	Intended use of funds:	To further advance the exploration program in Fiji, working capital, funding
		of ongoing activities and payment of outstanding liabilities.
	Number of securities	3,300,000 unlisted options
	allotted:
	Issue price:	Nil cash consideration.
	Terms:	o Unlisted options expiring on 3 January 2020
		o Terms and conditions are attached on Appendix “A”.
	Names of allottees:	Mr Daizo Hara 250,000 unlisted options
		Mr Sumiyo Yamamoto 2,500,000 unlisted options
		Precious Tori Ltd 550,000 unlisted options
		none of whom are a related party.
	Intended use of funds:	No funds were raised by the grant of these options.

Voting Exclusions on this Resolution:

The Company will disregard any votes cast on Resolution 5 by Mr Daizo Hara, Mr Sumiyo Yamamoto and Precious Tori Ltd and any of their associates.

However, the Company need not disregard a vote if:

• (a) 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

• (b) it is cast by the person Chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors recommend that you vote IN FAVOUR of Resolution 5.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 5.

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6. Ratification of Prior Issue of Shares and Options

On 22 January 2018, the Company issued 4,377,489 ordinary shares to raise $875,497.80 and granted 4,465,566 unlisted options. The shares and options were issued under the 15% placement capacity under the Listing Rules, and the issue of the shares and options did not breach ASX Listing Rule 7.1 at the time they were originally issued.

Resolution 6 seeks Shareholders ratification pursuant to ASX Listing Rule 7.4 of this shares and options issue. By ratifying this issue, the Company will retain 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 shareholders’ approval.

For the purpose of Listing Rule 7.5, the following information is provided:

	Number of securities	4,377,489 ordinary shares
	allotted:
	Issue price:	$0.20 per share.
	Terms:	Fully paid ordinary shares ranking_pari passu_with existing fully paid ordinary
		shares.
	Names of allottees:	Mr Nurbol Nazarbayev 2,802,647 ordinary shares
		Airs Rock Ltd 1,574,842 ordinary shares
		neither of whom is a related party.
	Intended use of funds:	To further advance the exploration program in Fiji, working capital, funding
		of ongoing activities and payment of outstanding liabilities.
	Number of securities	4,465,566 unlisted options
	allotted:
	Issue price:	Nil cash consideration.
	Terms:	o Unlisted options expiring on 22 January 2020
		o Terms and conditions are attached on Appendix “A”.
	Names of allottees:	Mr Nurbol Nazarbayev 2,802,647 unlisted options
		Airs Rock Ltd 787,421 unlisted options
		Precious Tori Ltd 875,498 unlisted options
		none of whom are a related party.
	Intended use of funds:	No funds were raised by the grant of these options.

Voting Exclusions on this Resolution:

The Company will disregard any votes cast on Resolution 7 by Mr Nurbol Nazarbayev, Airs Rock Ltd and Precious Tori Ltd and any of their associates.

However, the Company need not disregard a vote if:

• (a) 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

• (b) it is cast by the person Chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors recommend that you vote IN FAVOUR of Resolution 6.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 6.

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7. Approval of the Proposed Issue and Allotment of Shares

Resolution 7 seeks the approval by shareholders of the issue and allotment of up to 24,000,000 fully paid ordinary shares in the Company as soon as practicable after the date of this General Meeting. The issue will occur progressively and in any event, within 3 months of the date of this General Meeting for the purposes of ASX Listing Rule 7.3.

For the purposes of Listing Rule 7.3, the following information is provided:

	Maximum number of	24,000,000
	securities to be issued:
	Issue price:	$0.20 per share.
	Terms:	Fully paid ordinary shares ranking_pari passu_with existing fully paid ordinary
		shares.
	Allottees:	Professional and sophisticated investors.
	Allotment date:	Within three months of the date of this General Meeting.
	Intended use of funds:	To fund the 1,400 metres (approximately) drilling program at the Sigatoka
		Project (SPL1454) in Fiji and the Definitive Feasibility Study at Sigatoka as
		well to provide funding for working capital, ongoing expenditure and
		payment of liabilities.

Voting Exclusions on this Resolution:

The Company will disregard any votes cast on Resolution 7 by a 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 associate of that person.

The Directors recommend that you vote IN FAVOUR of Resolution 7.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 7.

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Appendix “A”

OPTIONS TERMS AND CONDITIONS

1. The maximum number of options to be issued is set by the Board.

2. Each Option entitles the holder to subscribe for and be allotted one ordinary share (Share) in Dome Gold Mines Ltd, at an exercise price of $0.20 per Option, expiring 24 months from the date of issue (Expiry Date).

3. The Options may be exercised at any time prior to the Expiry Date wholly or in part by delivering a duly completed form of notice of exercise together with payment of the exercise price per Option exercised to the Company.

4. The Options expire at 5pm Eastern Standard Time on the Expiry Date.

5. Any Options not exercised on or before the Expiry Date will automatically lapse.

6. All Shares allotted on the exercise of Options will rank equally in all respects with the Company’s then existing ordinary fully paid ordinary shares.

7. The Options must not be assigned, transferred or otherwise dealt with except with the approval of the Board or in the case of a takeover offer or a Scheme of Arrangement.

8. The Options will not be listed on The Australian Securities Exchange (ASX), although the Company will apply for the official quotation of any shares which are issued as a result of an exercise of Options.

9. Shares allotted and issued pursuant to the exercise of Options will be allotted and issued not more than 10 business days after receipt of a properly executed notice of exercise of the Options and payment of the requisite application moneys.

10. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options unless they exercise their Options prior to the date for determining entitlements to participate in any such issue.

11. There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro rata issue of shares or other securities to the holders of ordinary shares in the Company.

12. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option-holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation, including the number of Options held, the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

13. The Options are transferable provided the holder has obtained the prior written consent of the Board to the transfer and the transfer complies with section 707(3) of the Corporations Act.

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DOME GOLD MINES LTD (ACN 151 996 566)

PROXY FORM

Shareholder: [MERGE FIELD 1] [MERGE FIELD 2] [MERGE FIELD 3], [MERGE FIELD 4], [MERGE FIELD 5]

Please mark to indicate your directions

STEP 1 Appoint a proxy to vote on your behalf

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PLEASE NOTE: This proxy is solicited on behalf of the management of Dome Gold Mines Ltd ACN 151 996 566 (the "Company") for use at the meeting of the shareholders of the Company to be held at Level 8, 17-19 Bridge Street, Sydney NSW 2000 on 8 March 2018 at 3.00pm (ADST) or any adjournment thereof (the "Meeting").

I/We being a member/s of Dome Gold Mines Ltd hereby appoint

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the Chairman of the meeting[OR]

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PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Meeting and at any adjournment of that meeting.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy, please complete the following: Proxy 1 is appointed to represent _% of my voting right and Proxy 2 is appointed to represent % of my total votes. My total voting right is ____ shares.

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PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

With respect to any amendment or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting, I/we confer discretionary authority on the person voting on behalf of me/us to vote as that person sees fit. At the time of printing this Form of Proxy, management knows of no such amendment, variation or other matter.

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STEP 2
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Items of Business

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

The Proxy is directed by me/us to vote as indicated by the marks in the appropriate voting boxes below:

	RESOLUTIONS	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN
	1. Ratification of prior issue of 2,477,625 shares and 1,945,107 unlisted options
	2. Ratification of the prior issue 1,000,000 unlisted options
	3. Ratification of prior issue of 1,454,165 shares and 2,240,523 unlisted options
	4. Ratification of prior issue of 5,231,512 shares and 4,799,713 unlisted options
	5. Ratification of prior issue of 3,000,000 shares and 3,300,000 unlisted options
	6. Ratification of prior issue of 4,377,489 shares and 4,465,566 unlisted options
	7. Approval of of the issue and allotment of up to 24,000,000 fully paid ordinary shares
	If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her Chairman intends to vote FOR each of the resolutions.				discretion. However, the to be implemented. _/__/___ Date
	Signing by member This sectionmustbe signed in accordance with the instructions overleaf to enable your directions Individual or Member 1 Member 2(if joint holding) Member 3(if joint holding) Sole Director and Sole Secretary Director/Company Secretary Director SIGN

Sole Director and Sole Secretary Director/Company Secre tary Director

How to Complete the Proxy Form

Instructions

1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the Meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name that appears on the proxy.

4. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholders voting rights. If such appointment is not made, then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

5. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

6. To be effective, proxies must be delivered by shareholders as follows:

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the time appointed for holding the meeting

Shareholders must deliver their proxies prior to 3.00pm (ADST) on 6 March 2018

Documents may be lodged:

IN PERSON: Registered Office – Level 8, 17-19 Bridge Street, Sydney, NSW 2000, Australia BY MAIL: GPO Box 1759, Sydney, NSW 2001, Australia BY FAX: +61 2 9241 2013 BY E-MAIL: info@domegoldmines.com.au

1. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 7.00pm (AEST) on 6 March 2018 will be entitled to attend and vote at the Meeting.

2. The Chairman intends to vote in favour of all resolutions set out in the Notice of Meeting.

3. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

4. This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.

5. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

6. If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.