ECORA RESOURCES PLC — Proxy Solicitation & Information Statement 2014

May 9, 2014

ANGLO PACIFIC

ANGLO PACIFIC GROUP PLC

Notice of Annual General Meeting

Wednesday June 11, 2014

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own advice from your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares in Anglo Pacific Group PLC, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Anglo Pacific Group PLC (the 'Company') will be held at the Royal Institution of Great Britain, 21 Albemarle Street, London W1S 4BS, United Kingdom on Wednesday June 11, 2014 at 11.00 am to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 17 will be proposed as ordinary resolutions and resolutions 18 to 20 will be proposed as special resolutions:

1. TO receive and adopt the Company's audited accounts and the reports of the directors and the auditors for the year ended December 31, 2013.
2. TO approve the Annual Remuneration Report for the period ended on December 31, 2013, as set out on pages 51 to 55 of the Company's annual report and accounts 2013 ('Annual Report and Accounts 2013').
3. TO approve the Directors' Remuneration Policy to take effect from January 1, 2014, as set out on pages 44 to 51 of the Annual Report and Accounts 2013.
4. TO declare a final dividend of 5.75p per ordinary share of the Company recommended by the directors.
5. TO re-elect W.M. Blyth as a director of the Company.
6. TO re-elect P.N.R. Cooke as a director of the Company.
7. TO re-elect A.H. Yadgaroff as a director of the Company.
8. TO elect M.R. Potter as a director of the Company.
9. TO elect R.C. Rhodes as a director of the Company.
10. TO elect R.H. Stan as a director of the Company.
11. TO elect J.A. Treger as a director of the Company.
12. TO appoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
13. TO authorise the directors to agree the remuneration of the auditors of the Company.
14. THAT the board of directors of the Company (the 'Directors') be and they are hereby authorised to offer the holders of ordinary shares of 2p each in the capital of the Company ('Ordinary Shares') (subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation to treasury shares or any legal or practical problems arising under the laws of any territory or the requirements of any regulatory body or stock exchange in any territory or otherwise) the right to elect to receive new Ordinary Shares instead of cash in respect of all or part of the final dividend for the year ended December 31, 2013 and all other dividends declared up to the beginning of the next Annual General Meeting of the Company.
15. THAT the rules of the Company's Value Creation Plan (the 'Plan') referred to in the explanatory notes of and the appendix to the Notice of Annual General Meeting and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to make such modifications to the Plan as they may consider appropriate to take account of the requirements of best practice and for the implementation of the Plan and to adopt the Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Plan.
16. THAT, subject to the passing of resolution 15, the amendments to the terms of the Anglo Pacific Group Company Share Option Plan (the "CSOP") referred to in the explanatory notes to the Notice of Annual General Meeting and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to adopt such amendments into the CSOP.
17. THAT the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £739,249 provided that this authority (unless previously revoked or renewed) shall expire on the earlier of June 12, 2019 and the conclusion of the Annual General Meeting of the Company held in 2019, save that the Company may before such expiry (or the expiry of any renewal of this authority) make any offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if this authority had not expired, and provided further that this authority shall be in substitution for the authority conferred by a resolution dated May 22, 2013 to the extent unused and shall supersede and revoke any other earlier authorities under section 551 of the Act.

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

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1. THAT, subject to the passing of resolution 17, the Directors be and they are hereby generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, Ordinary Shares) wholly for cash (a) by selling equity securities held by the Company as treasury shares; or (b) by allotting new equity securities pursuant to the authority conferred by resolution 17, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an offer of equity securities:

(i) to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £110,887,

and this power shall (unless renewed, varied or revoked by the Company) expire at the close of business on the date which is 15 months after the date on which this resolution is passed or, if earlier, at the conclusion of the Annual General Meeting of the Company next held following the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.

1. THAT the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the Directors think fit, subject to the following restrictions and provisions:

(a) the aggregate maximum number of Ordinary Shares hereby authorised to be purchased is 11,088,742;
(b) the maximum price which may be paid for an Ordinary Share is an amount being not more than the higher of:

(i) 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased, and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out,

in each case exclusive of any associated expenses;

(c) the minimum price which may be paid for an Ordinary Share is its nominal value (exclusive of any associated expenses);
(d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2015 or eighteen months from the date on which this resolution is passed, whichever shall be the earlier;
(e) the Company may enter into a contract to purchase Ordinary Shares under this authority before the expiry of such authority, and may make a purchase of Ordinary Shares pursuant to any such contract which purchase would or might be completed wholly or partly after the expiration of this authority; and
(f) any Ordinary Shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of any applicable laws or regulations, held as treasury shares.

1. THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Registered Office
17 Hill Street
London
W1J 5LJ

By Order of the Board
P.T.J. Mason
Company Secretary
May 9, 2014

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

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Notice of Annual General Meeting

continued

Explanatory notes to the proposed resolutions:

Resolutions 1 to 17 (inclusive) are proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 18 to 20 (inclusive) are proposed as special resolutions, which means that for each of those resolutions to be passed, at least three quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 – Annual Report and Accounts

The directors are required to present to shareholders at the Annual General Meeting the Company's audited accounts and the directors' and auditors' reports for the year ended December 31, 2013.

Resolution 2 – Annual Remuneration Report

UK listed companies are required to put before their shareholders in general meeting a resolution inviting shareholders to approve its annual report on remuneration. The Company's Annual Remuneration Report, which can be found on pages 51 to 55 of the Annual Report and Accounts 2013, details the directors' remuneration for the period ended December 31, 2013. This resolution is advisory and does not affect the actual remuneration paid to any individual director. It serves to provide shareholder feedback to the Remuneration Committee.

As required by the Directors' Remuneration Report Regulations 2002, Grant Thornton LLP have audited those parts of the Annual Report on Remuneration capable of being audited and their report can be found on pages 59 to 61 of the Annual Report and Accounts 2013.

Resolution 3 – Directors' Remuneration Policy

Changes made under the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the Enterprise & Regulatory Reform Act 2013, require UK listed companies to put before shareholders a binding resolution inviting shareholders to approve the Company's remuneration policy at least every three years (or when the policy changes). The Directors' Remuneration Policy, which can be found on pages 44 to 51 of the Annual Report and Accounts 2013, sets out details of the Company's proposed policy on directors' remuneration. Subject to approval at the Annual General Meeting, the policy will take effect from January 1, 2014.

Resolution 4 – Approval of final dividend

A final dividend can only be paid after it has been approved by the shareholders. A final dividend of 5.75p per ordinary share for the year ended December 31, 2013 is recommended by the directors for payment on August 7, 2014 to shareholders who are on the register of members at the close of business on June 6, 2014.

Resolutions 5-7 – Re-election of directors

The Company's articles of association require the directors to submit themselves for election at the first opportunity after their appointment and from then on for re-election every three years. Notwithstanding this, as in previous years, all of the Company's directors wishing to continue in their role are offering themselves for re-election. Biographical details of each director appear on pages 35 and 36 of the Annual Report and Accounts 2013 and details of their service contracts with the Company appear on pages 49 and 50.

The Board is of the opinion, and the Chairman has confirmed, that the performance of each of the directors continues to be effective and to demonstrate commitment to his role. The Board unanimously recommends the re-election of all of the directors standing for re-election.

Resolutions 8-11 – Election of directors

Mr. M.R. Potter is standing for election as a director following his appointment to the Board and as Chief Investment Officer on October 21, 2013. Mr. Potter has a BA (Hons) and an MA in Engineering and Management Studies from Trinity College, University of Cambridge. After graduating, he became a Senior Analyst in the Investment Banking division of Schroder Salomon Smith Barney (Citigroup). From 2003 to 2005, he was an Associate at Dawnay Day advising on M&A, private equity and initial public offerings for UK-listed companies. Most recently, he has served as one of the principals of Audley Capital Advisors LLP, an investment advisory firm, which he joined at inception in 2005, where he has been primarily responsible for covering all natural resources investments held by the firm's flagship Audley European Opportunities Fund. The Board unanimously recommends his election.

Ms. R.C. Rhodes is standing for election as a non-executive director following her appointment to the Board on May 8, 2014. Ms. Rhodes has an MA in Economics from the University of Cambridge and is a member of the Institute of Chartered Accountants in England and Wales, having qualified with Coopers and Lybrand in London in 1997. She has over fifteen years of experience in the mining industry, including with Anglo American PLC and, most recently, serving

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

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as Chief Financial Officer of London Mining PLC until November 2013. At London Mining PLC, Ms. Rhodes played a leading role in listing the Company on AIM, in raising finance of around US$500 million and in the negotiation of the mining licences and fiscal platforms for the company's projects in Sierra Leone and Greenland. The Board unanimously recommends her election.

Mr. R. H. Stan is standing for election as a non-executive director following his appointment to the Board on February 20, 2014. Mr. Stan has a B.Comm from the University of Saskatchewan. He has over 34 years of experience in the mining industry. He held several senior positions with Fording Coal Limited, Westar Mining Ltd and TECK Corporation before becoming a founding shareholder and director of publicly-quoted Grande Cache Coal Corporation ('GCC'), an Alberta-based metallurgical coal mining company, in 2000. At GCC, he served as President, Chief Executive Officer and director from 2001 to 2012, when the company was sold for $1bn to Winsway Coking Coal and Marubeni Corp, an Asian-backed strategic investor consortium. He has served as Chairman of the Coal Association of Canada Board of Directors and has acted as a board member of the International Energy Agency's Coal Industry Advisory Board. He currently serves on the board of several private companies, including Quantex Resources Limited and Spruce Bluff Resources Limited, and of publicly-listed Whetstone Minerals Limited. The Board unanimously recommends his election.

Mr. J.A. Treger is standing for election as a director following his appointment to the Board and as Chief Executive Officer on October 21, 2013. Mr. Treger has an MBA from Harvard Business School and a BA from Harvard University. He began his career working for Lord Rothschild as an in-house corporate financier, managing a portfolio of public and private equity investments before co-founding Active Value Advisors Ltd. to invest in undervalued, predominantly UK-listed companies, where he advised on more than $900m of funds over a 12-year period. Most recently, he has served as one of the principals of Audley Capital Advisors LLP, an investment advisory firm, which he co-founded in 2005, managing value-orientated, special situations investment strategies through hedge fund and co-investment vehicles, with a principal focus on the natural resources sector. The Board unanimously recommends his election.

Resolutions 12 and 13 – Appointment and remuneration of auditors

The auditors of a company must be appointed at each general meeting at which accounts are presented. Resolution 12, on the Audit Committee's recommendation, proposes the appointment of Deloitte LLP, until the next general meeting at which accounts are presented. As noted in the Audit Committee Report on pages 41 and 42 of the Annual Report and Accounts 2013, the Audit Committee has conducted a full review of the effectiveness of the external audit process following completion of the year-end process. This resulted in a re-tendering of the audit appointment, which concluded with the recommendation that Deloitte LLP be appointed as auditors for the forthcoming year.

Resolution 13 is a separate resolution which gives authority to the directors to determine the auditors' remuneration.

Resolution 14 – Authority to offer scrip dividend

This resolution seeks to renew the authority granted at last year's Annual General Meeting for the directors to offer shareholders the option to take dividends in ordinary shares instead of cash. The directors consider that this authority is desirable to allow the Company to retain flexibility, although they have no present intention of exercising it.

Resolution 15 – Approval of a new long term incentive plan

This resolution seeks authority from shareholders for the Company to implement a new long term incentive arrangement for the Company's executive directors and selected senior management. The proposed Anglo Pacific Group PLC Value Creation Plan (the 'Plan') has been designed by the Remuneration Committee of the Board of Directors (the 'Committee') to incentivise the Company's new management team to drive growth in shareholder return over a five year measurement period. The Committee actively engaged with major shareholders on the Plan, and on the broader remuneration policy, and has made a number of changes to the Plan in response to the constructive feedback that was received.

No value would accrue under the Plan to its participants unless growth in the Company's total shareholder return over the measurement period is at least equal to 7% growth per annum (or approximately 40% over the five year period). Subject to such threshold growth, participants would become entitled to receive nil or nominal cost options over ordinary shares in the capital of the Company, subject to a cap, set by reference to a share of a pool value equal to 10% of the growth in the Company's total shareholder return over the measurement period or, if less, 50% of the growth in the Company's total shareholder return over the measurement period in excess of the threshold growth.

Options granted under the Plan will comprise three equal tranches, the first tranche exercisable as from the time of the grant of the options and the other tranches exercisable as from one and two years thereafter respectively. Subject to appropriate adjustments in accordance with the terms of the Plan, the maximum number of shares set under the option grants will not be capable of exceeding such number equating to 7.5% of the Company's issued share capital as at the end of the measurement period.

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

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Notice of Annual General Meeting

continued

A summary of the principal terms of the proposed Plan is set out in the appendix to this Notice of Annual General Meeting. A copy of the draft rules of the Plan will be available for inspection at the Company's registered offices and at the offices of New Bridge Street at 10 Devonshire Square, London EC2M 4YP during normal business hours on any weekday (English public holidays excepted) until the close of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting.

Resolution 16 – Amendment of CSOP

Implemented with shareholder approval in April 2010, the Anglo Pacific Group Company Share Option Plan (the 'CSOP') provides a facility for the Company to grant HMRC tax favoured market priced options to selected UK employees of the Company (or of any subsidiary). In the normal course of events, options become exercisable three years from grant subject to continued service and to the extent any performance criteria specified for the options are satisfied. An individual cannot hold more than £30,000 worth of outstanding options (by reference to grant value) under the CSOP at any one time (or such other limit as may be prescribed by the UK tax legislation from time to time).

The current terms of the CSOP provide that separate from the individual limits on participation, the number of shares that may be placed under option under the Plan and any other employee share plan in the preceding 10 years shall not exceed 10% of the Company's ordinary share capital. Furthermore, there is an inner limit to such 10% limit that provides that the number of shares that may be placed under option under the Plan or other share incentive plan to any persons the Company deems to be an executive shall not exceed 5% of the Company's ordinary share capital.

In connection with the proposal to introduce the Plan pursuant to Resolution 15, in order to maintain scope to grant CSOP options, Resolution 16 respectively seeks shareholder approval to amend the current overall limits that apply under the CSOP. It is proposed that subject to shareholder approval pursuant to Resolution 15, the rules of the CSOP would be updated to replace the existing overall limits referred to above with dilution limits providing that in any ten calendar year period, the Company may not issue (or grant rights to issue) more than:

a) 10% of the issued ordinary share capital of the Company under the CSOP and any other employee share plan (other than the Plan) adopted by the Company; and
b) 5% of the issued ordinary share capital of the Company under the CSOP and any other executive share plan (other than the Plan) adopted by the Company.

Treasury shares would count as new issue shares for the purposes of these limits unless UK corporate governance best practice guidelines cease to require that they should do so. It is anticipated that, in practice, any dilution caused under the CSOP would be minimal due to the modest maximum individual limits under the CSOP and the Company's small number of employees. In that regard, the Company will ensure that dilution caused under the CSOP alone in any ten year period shall not exceed 2% of the issued ordinary share capital of the Company. Furthermore, as per the Directors' Remuneration Policy please note that the Company's current executive directors would not participate in the CSOP for the life of the new Plan.

In addition, Resolution 16 seeks approval to update the current amendment provisions of the CSOP to provide that the Committee may, at any time, amend the Plan in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of shares or the transfer of treasury shares, the basis for determining a participant's entitlement to, and the terms of, the shares or cash to be acquired and the adjustment of options.

The requirement to obtain the prior approval of shareholders will not, however, apply to: (i) any minor alteration made to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group; or (ii) any alteration to comply with the requirements of the Toronto Stock Exchange Company Manual (unless shareholder approval is required thereunder).

A copy of the draft rules of the CSOP marked with the proposed amendments will be available for inspection at the Company's registered offices and at the offices of New Bridge Street at 10 Devonshire Square, London EC2M 4YP during normal business hours on any weekday (English public holidays excepted) until the close of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting.

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

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NOTICE OF ANNUAL GENERAL MEETING
07

Resolution 17 – Authority to allot shares

This resolution seeks a new authority, to replace the existing authority, for the directors to allot shares in the Company up to an aggregate nominal amount of £739,249, representing approximately one third of the Company's issued ordinary share capital at May 8, 2014. The authority contained in this resolution will expire at the conclusion of the 2019 Annual General Meeting. The directors consider that this authority is desirable to allow the Company to retain flexibility, although they have no present intention of exercising it.

Resolution 18 – Disapplication of pre-emption rights (special resolution)

This resolution seeks authority for the directors, pursuant to the authority to allot granted by resolution 17, to allot equity securities (as defined in the Companies Act 2006) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings. Other than in connection with a rights or other similar issue, the authority contained in this resolution will be limited to an aggregate nominal amount of £110,887, representing 5% of the Company's issued ordinary share capital at May 8, 2014. No shares are currently held in treasury by the Company.

This resolution replaces the present authority granted at the General Meeting held on May 22, 2013, which is set to expire at the end of this year's Annual General Meeting. The authority granted by this resolution will expire on the date which is 15 months after the date on which the resolution is passed or, if earlier, at the conclusion of the Annual General Meeting next held following the passing of the resolution. The authority sought under this resolution provides the Company with greater flexibility in pursuing its strategy of building a diversified and growing portfolio of royalties to generate long term cash flow growth for shareholders.

Resolution 19 – Authority to purchase own shares (special resolution)

The directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares should market conditions and price justify such action. The directors have no present intention of exercising this power and intend to exercise it only if they believe that the effect of such purchases will be to increase earnings per share. They will also have regard to whether, at the time, this represents the best use of the Company's resources and is to the benefit of the shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account in reaching such a decision.

Subsequently, this resolution seeks authority from shareholders to empower the directors to make limited on-market purchases. The resolution limits this authority to a maximum number of ordinary shares that may be acquired of 11,088,742 being 10% of the Company's issued ordinary share capital at May 8, 2014. The authority conferred by this resolution will expire at the conclusion of the 2015 Annual General Meeting or 18 months from the date of the passing of the resolution (whichever is earlier).

Any shares purchased under this authority will either be cancelled or held as treasury shares. As at May 8, 2014, there were options outstanding over 52,880 ordinary shares, which represent 0.04% of the Company's issued share capital at that date and would represent 0.05% of the Company's issued share capital if the authority to purchase the Company's ordinary shares were to be exercised in full.

Resolution 20 – Short notice of general meetings (special resolution)

The implementation of the Shareholder Rights Directive in August 2009 increased the notice period required for general meetings of a company from 14 clear days to 21 clear days. However, companies have the ability to reduce this notice period to not less than 14 clear days, provided that they offer facilities for shareholders to vote and appoint proxies by electronic means and that, annually, shareholder approval is obtained. Annual general meetings must continue to be held on at least 21 clear days' notice.

The directors are, therefore, proposing this resolution to seek such shareholder approval for 14 clear days to be the minimum period of notice for all general meetings of the Company, other than annual general meetings. The approval will expire at the conclusion of the 2015 Annual General Meeting, when it is intended that renewal of this authority will be sought. The shorter notice period would not be used as a matter of routine for such meetings, but only where this is merited by the nature or urgency of the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Directors' recommendation

The directors believe that all of the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and the directors unanimously recommend that shareholders vote in favour of all of the resolutions.

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Notice of Annual General Meeting
continued

Explanatory notes to the notice of meeting:

1. A member entitled to attend, speak and vote at the above meeting may appoint one or more persons as his proxy to attend, speak and vote instead of him at the meeting, provided that, if more than one proxy is appointed each proxy is appointed to exercise rights attaching to different shares held by that member. A proxy need not be a member of the Company. A form of proxy is enclosed with this notice. Completion and return of the form of proxy will not prevent a member from attending the meeting and voting in person if he so wishes.

2. In order to be valid, forms of proxy for the meeting and the power of attorney or other authority (if any) under which it is executed or a notarially certified copy of such power or authority must be received, not later than 48 hours before the time fixed for the meeting, at the office of the Company's Registrars: Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

3. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

4. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available at www.euroclear.com). The message must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA19) not later than 48 hours before the time fixed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the proxy through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

5. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

6. Attendees will be asked to confirm the details of the relevant shareholding they are representing and should bring proof of identity to the meeting.

7. A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the 'Act') to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in Notes 1 and 3 above do not apply to a Nominated Person. The rights described in those Notes can only be exercised by registered members of the Company.

8. As at May 8, 2014 (being the last business day prior to the publication of this notice) the Company's issued share capital amounted to 110,887,425 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at May 8, 2014 were 110,887,425 votes.

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

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1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered in the register of members of the Company as at 6:00pm UK time on June 9, 2014 (or in the event that the meeting is adjourned, only those shareholders registered in the register of members of the Company as at 6.00pm UK time on the day which is two days prior to the adjourned meeting) shall be entitled to attend or vote at the above meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

3. Information regarding the Annual General Meeting, including information required by section 311A of the Act, and a copy of this notice of Annual General Meeting is available from the Company's website www.anglopacificgroup.com.

4. Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.

5. Under section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the Annual General Meeting put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Except as provided above, members who wish to communicate with the Company in relation to the Annual General Meeting should do so using the following means: (a) by writing to the Company Secretary at the Company's registered office address at 17 Hill Street, London W1J 5LJ; or (b) by writing to the Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. No other methods of communication will be accepted. In particular, members may not use any electronic address provided in this notice or in any related documents (including the accompanying proxy form) to communicate with the Company for any purpose other than those expressly stated in this notice or in such other related documents.

6. The executive directors' service contracts and the letters of appointment of the non-executive directors will be available for inspection at the Company's registered office during normal business hours on any weekday (excluding public holidays) until the time of the Annual General Meeting and will be available at the Royal Institution of Great Britain, 21 Albemarle Street, London W1S 4BS, United Kingdom at least 15 minutes prior to, and during, the Annual General Meeting.

7. The results of the voting at the Annual General Meeting will be announced through a Regulatory Information Service and will appear on the Company's website at www.anglopacificgroup.com.

8. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to whom it discloses the data (including the Registrars) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

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16
ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014

Appendix to the Notice of Meeting

Summary of the Principal Terms of the Anglo Pacific Group PLC Value Creation Plan (the 'Plan')

Operation

The Remuneration Committee of the Board of Directors (the 'Committee') will supervise the operation of the Plan.

Participants

Any employee (including an executive director) of the Company or of any subsidiary will be eligible to participate in the Plan.

It is currently anticipated that the initial participation in the Plan will be limited to the Company's two new executive directors at the discretion of the Committee and selected members of the senior management at the discretion of the Committee acting in consultation with the Chief Executive.

The Plan would be launched and awards granted within six weeks of shareholder approval of the Plan or as soon as reasonably practicable thereafter.

The terms of the Plan will retain discretion for awards to be granted at other times to new employees joining the Company's group and/or exceptionally to other eligible employees, in each case, at such time or times as determined during the Plan's single performance period (discussed below).

Award structure – Unit Awards and Option Awards

Participants in the Plan will first receive an award in the form of a conditional entitlement to a specified number of units from a total pot of units (a 'Unit Award').

Subject to the terms of the Plan, to the extent the Unit Awards vest, they will convert into an entitlement to receive a nil or nominal cost option (an 'Option Award') over a specified number of ordinary shares in the capital of Company.

No payment is required for the grant of a Unit Award or an Option Award. Unit Awards and Option Awards are not transferable, except on death. Unit Awards and Option Awards are not pensionable.

Determination of Plan Pool upon expiry of Performance Period

A five year performance period (the 'Performance Period') shall apply for the purposes of the Plan, commencing on the date of the first awards under the Plan.

The performance measure that will be used for the Plan will be the growth in the Company's total shareholder return ('TSR') over the Performance Period.

For the purposes of such growth calculation a measure of 'start value' will be subtracted from a measure of 'end value'.

Start value will be determined as the Company's average market capitalisation over the 90 days prior to the start of the Performance Period aggregated with any dividends payable during such period (by reference to the date the shares go ex-div). In the event that the Company's issued share capital was to increase over the Performance Period, any amounts raised (before expenses in connection with any such increase) would be added to and become part of the start value figure.

End value will be determined as the Company's average market capitalisation over the last 90 days of the Performance Period aggregated with total dividends payable during the Performance Period (by reference to the date the shares go ex-div) and the total amount of any return of capital to shareholders during the Performance Period.

Unit Awards shall not vest to any extent unless growth in TSR over the Performance Period is at least equal to 7% growth in start value per annum ('Threshold TSR'). The determination of Threshold TSR will take account of any changes to share capital during the Performance Period to ensure that the determination captures underlying growth (for example, measuring growth by reference to distinct portions of the share capital to the extent required).

Subject to such Threshold TSR being achieved and any application of the Plan's cap as to maximum aggregate awards where relevant, the Committee shall determine the number of Option Awards (if any) to be granted following the expiry of the Performance Period by adopting the following steps:

Step 1: Determine a pool value equal to 10% of the growth in TSR over the Performance Period or if less, 50% of the difference between the growth in TSR over the Performance Period and Threshold TSR (the 'Plan Pool');
Step 2: Dividing the value of the Plan Pool by the aggregate number of units the Committee makes available for grant under Unit Awards to determine a value of a unit (the 'Unit Value');
Step 3: Multiplying the number of units comprised with each Unit Award by the Unit Value to then set the appropriate number of shares under each participant's Option Award. The number of shares to be set under such Option Awards will ordinarily be determined by reference to the average of the closing share prices of the Company's shares over the last 90 days of the Performance Period.

Subject to appropriate adjustments in accordance with the terms of the Plan, if the total number of shares under all Option Awards that would otherwise be granted equates to in excess of 7.5% of the Company's issued share capital as at the end of the Performance Period, the grant of the Option Awards shall be scaled back pro-rata to provide that the total number of shares under the Option Awards does not exceed such 7.5% of issued share capital.

Exercise of Option Awards

Each Option Award shall comprise three tranches each relating to a separate one third of the total number of shares comprised within the Option Award.

Option Awards may be exercised as to one tranche as from the time of grant of the Option Awards and in relation to the other tranches as from one and two years thereafter respectively.

Once exercisable each tranche will ordinarily remain exercisable until the fifth anniversary of the grant of the Option Awards. The exercise of a tranche is conditional upon the participant paying any taxes due as a result of the exercise.

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NOTICE OF ANNUAL GENERAL MEETING 2014

Leaving employment

Unit Awards:

As a general rule, if a participant ceases to hold employment or be a director prior to the conversion of Unit Awards into Option Awards they will normally lapse.

However, if a participant so ceases to be an employee or a director because of ill-health, injury or disability, retirement, redundancy, his employing company or the business for which he works being sold out of the Company's group or in other circumstances at the discretion of the Committee, then his Unit Award may be converted into an Option Award in the normal manner upon the expiry of the Performance Period.

The extent to which a Unit Award will vest to become an Option Award in these situations will depend upon two factors: (i) the extent to which the TSR performance measure is satisfied over the full Performance Period and (ii) pro rating of the award to reflect the reduced period of time served in the Performance Period, although the Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.

In genuinely exceptional circumstances (for example, death), the Committee may permit such good leavers' Unit Awards to vest earlier into Option Awards on such basis as it considers appropriate by reference to performance over the relevant curtailed period.

The tranches comprised within any Option Awards granted to good leavers will each have a 12 month exercise period commencing at the time the tranche first becomes exercisable.

Option Awards:

Unexercised tranches of Option Awards otherwise held at the time of cessation will remain capable of exercise (or of becoming capable of exercise as relevant) save in the case of dismissal for cause in which case they will lapse with immediate effect.

Unless shorter periods would otherwise apply under the Plan, exercise periods in such circumstances shall be 12 months from the time of cessation of employment or office in the case of tranches already capable of exercise or 12 months from the time the tranches become exercisable as relevant.

Corporate events

Unit Awards:

In the event of a takeover or winding up of the Company (not being an internal corporate reorganisation) the Performance Period will come to an end early.

Unit Awards shall convert into Option Awards to be granted immediately prior to the relevant corporate event, subject to the achievement of the performance measure. A one month exercise period will apply in relation to such Option Awards which in such circumstances shall comprise a single part that is immediately exercisable.

The share price used to set the number of shares under Option Awards in such circumstances will be based on the offer price rather than the 30 day closing average. The offer price may also be used for the purposes of calculating the Company's end TSR position.

The Committee shall retain discretion to pro rate the Unit Awards (and consequently the resulting Option Awards) to reflect the reduced duration of the Performance Period to the extent it considers it appropriate to do so although the default position will be for no time pro-ration to apply.

Option Awards:

Option Awards already otherwise held at the time of the change of control will remain exercisable or become exercisable as relevant in relation to all subsisting tranches for a period of one month.

Internal reorganisations and other corporate events

In the event of an internal corporate reorganisation Unit Awards or Option Awards as relevant will be replaced by equivalent new awards in relation to shares in a new holding company unless the Committee decides that Unit Awards should vest or Option Awards be curtailed on the basis which would apply in the case of a takeover.

If a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee, would affect the market price of shares to a material extent and would, in the opinion of the Committee mean that it would not be appropriate to continue to operate the Plan as originally intended, then the Committee may decide that Unit Awards will vest on such basis as it reasonably decides.

Settlement of Option Awards

Option Awards may be settled with new issue shares, from issuance from treasury or with shares purchased in the market.

Any shares allotted when an award vests or is exercised will rank equally with shares then in issue (except for rights arising by reference to a record date prior to their allotment).

Option Awards will not confer any shareholder rights until the Option Awards have been exercised and the participants have received their shares.

Option Awards may be cash settled at the discretion of the Committee, although there is currently no intention to use this feature of the Plan.

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Appendix to the Notice of Meeting

continued

Plan units

The Committee shall specify such aggregate number of units available for grant under the Unit Awards granted in connection with the launch of the Plan as it considers appropriate.

The Committee intends to apportion the unit pool under Unit Awards as follows:

Participants	% of total units
Chief Executive	56%
Chief Investment Officer	24%
Other participants	20%

In the event that the Committee determines to make Unit Awards above the initial number (for example in connection with a new recruit joining the Company), it may increase the aggregate number of units set for the purposes of the Plan by up to 10% to make more units available for the grant of Unit Awards under the Plan.

As noted above however, assuming the TSR Threshold is achieved the Plan Pool will always be equal to 10% of the growth in TSR over the Performance Period and the maximum number of shares set under Option Awards shall never exceed such number equating to 7.5% of the Company's issued share capital as at the end of the Performance Period. Consequently, increasing the aggregate number of units would just dilute the awards already issued.

Duration

The Committee may not grant Unit Awards under the Plan after the expiry of the Performance Period and may not grant Option Awards more than six months following the end of the Performance Period.

Clawback

The Committee may decide within two years of the grant of an Option Award that the Option Award will be subject to clawback where there has been a material misstatement in the Company's financial results, an error in assessing any applicable performance condition or in the event of cessation of service resulting from gross misconduct.

The clawback may be satisfied by way of a reduction in the amount of any future bonus, subsisting Option Award, the vesting of any subsisting award or future share awards under other incentive arrangements and/or a requirement to make a cash payment.

Dividend equivalents on second and third tranches of Option Awards

In relation to the second and third tranches comprised within each Option Award, participants will receive additional Shares (or a cash payment) of value equivalent to the dividends that would have been payable on the underlying shares if they had been beneficially held from the time of the grant of the Option Award to the date it became exercisable in respect of the tranche. This amount may assume the reinvestment of dividends.

Variation of capital

In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the shares, the Committee may make such adjustment as it considers appropriate to Unit Awards and/or Option Awards and/or the 7.5% of issued share capital cap limit for the purposes of the Plan.

Alterations to the Plan

The Committee may, at any time, amend the Plan in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of shares or the transfer of treasury shares, the basis for determining a participant's entitlement to, and the terms of, the shares or cash to be acquired and the adjustment of Unit Award and Option Awards.

The requirement to obtain the prior approval of shareholders will not, however, apply to: (i) any minor alteration made to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group; or (ii) any alteration to comply with the requirements of the Toronto Stock Exchange Company Manual (unless shareholder approval is required thereunder).

Prior shareholder approval will not be required in relation to changes to the TSR Threshold if an event has occurred which causes the Committee to consider that it would be appropriate to amend the TSR Threshold, provided the Committee considers the varied conditions are fair and reasonable and not materially less challenging than the original measure would have been but for the event in question.

ANGLO PACIFIC GROUP PLC

17 Hill Street
Mayfair
London W1J 5LJ
United Kingdom
T +44 (0)20 3435 7400
F +44 (0)20 7629 0370
e info@anglopacificgroup.com
w www.anglopacificgroup.com

ANGLO PACIFIC GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2014