MITHRIL RESOURCES LIMITED ACN 099 883 922

__________

NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY STATEMENT PROXY FORM

__________

Date of Meeting 21 March 2018

Time of Meeting 11.00 am (Adelaide time)

Place of Meeting HLB Mann Judd 169 Fullarton Road DULWICH SA 5065

NOTICE OF EXTRAORDINARY GENERAL MEETING

MITHRIL RESOURCES LIMITED ACN 099 883 922

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Mithril Resources Limited ( Company ) will be held at 11.00 am on 21 March 2018 at HLB Mann Judd, 169 Fullarton Road, Dulwich, South Australia.

– Resolution 1: Approval of Previous Issue of Shares ASX Listing Rule 7.1

To consider and, if thought fit, 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, approval is given to the previous issue by the Company of 14,797,351 Shares under ASX Listing Rule 7.1 on the terms and conditions described in the Explanatory Statement which is attached to and forms part of this Notice. ’

– Resolution 2: Approval of Previous Issue of Shares ASX Listing Rule 7.1A

To consider and, if thought fit, 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, approval is given to the previous issue by the Company of 9,864,901 Shares under ASX Listing Rule 7.1A on the terms and conditions described in the Explanatory Statement which is attached to and forms part of this Notice. ’

DATED 16 FEBRUARY 2018

BY ORDER OF THE BOARD MITHRIL RESOURCES LIMITED

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DONALD STEPHENS COMPANY SECRETARY

NOTES :

1. Explanatory Statement

The Explanatory Statement accompanying this Notice of Extraordinary General Meeting is incorporated in and comprises part of this Notice of Extraordinary General Meeting and should be read in conjunction with this Notice of Extraordinary General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in both this Notice of Extraordinary General Meeting and the Explanatory Statement.

2. Voting Exclusion Statements

(a) Resolution 1

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of persons who participated in the issue of Shares and associates of those persons.

However, the Company will not disregard a vote if:

(i) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or
(ii) 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.

(b) Resolution 2

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of persons who participated in the issue of Shares and associates of those persons.

However, the Company will not disregard a vote if:

(i) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or
(ii) 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. Proxies

A Shareholder entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the Shareholder at the Meeting. A proxy need not be a Shareholder. If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. A form of proxy accompanies this Notice.

To record a valid vote, a Shareholder will need to take the following steps:

3.1 complete and lodge the manual proxy form at the share registry of the Company, Computershare Investor Services Pty Limited:
(a) by post at the following address:

Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001

(b) by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or
3.2 for Intermediary Online subscribers only (custodians), cast the Shareholder’s vote online by visiting www.intermediaryonline.com,

so that it is received no later than 11.00 am (Adelaide) on 19 March 2018.

The chair intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the chair may change his or her voting intention on any Resolution, in which case an ASX announcement will be made.

4. ‘Snap Shot’ Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a ‘snap shot’ of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting. The Directors have determined that all Shares of the Company that are quoted on ASX as at 7.00 pm (Adelaide time) on 19 March 2018 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

5. Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

EXPLANATORY STATEMENT

This Explanatory Statement forms part of a Notice convening an Extraordinary General Meeting of Shareholders of Mithril Resources Limited to be held on 21 March 2018. This Explanatory Statement is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Other than the information set out in this Explanatory Statement, the Directors believe that there is no other information that could reasonably be required by Shareholders to consider Resolutions 1 and 2.

1. Resolutions 1 and 2: Approval of Previous Issue of Shares – ASX Listing Rules 7.1 and 7.1A

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities in any 12 month period other than the number which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period ( 15% share issue capacity ).

ASX Listing Rule 7.1A provides that certain eligible companies may seek shareholder approval at its annual general meeting ( AGM ) to issue up to a further 10% of its fully paid ordinary securities on issue at the start of the 12 month period commencing on the date of the AGM ( 10% share issue capacity ). The Company is an eligible company and sought and received Shareholder approval to the 10% share issue capacity at its AGM on 15 November 2017. The Shareholder approval is valid until the earlier of 12 months from the date of the AGM (that is, until 15 November 2018) or, if the Company undertakes a significant transaction requiring Shareholder approval under ASX Listing Rule 11.1.2 or 11.2, the date Shareholders approve that transaction.

On 20 December 2017, the Company announced a placement of 24,662,252 Shares ( Placement Shares ) at an average issue price of $0.026 (2.6 cents) per Share to raise $641,218. The Placement Shares were issued on 2 January 2018. Of the Placement Shares, 14,797,351 Shares were issued at $0.031 (3.1 cents) per Share without Shareholder approval under ASX Listing Rule 7.1, and 9,864,901 Shares were issued at $0.023 (2.3 cents) per Share without Shareholder approval under ASX Listing Rule 7.1A.

ASX Listing Rule 7.4 provides that an issue of securities made without approval under ASX Listing Rule 7.1 or 7.1A will be treated as having been made with shareholder approval for the purposes of those ASX Listing Rules if shareholders subsequently approve it and the issue did not breach ASX Listing Rule 7.1.

Accordingly, the Company is seeking Shareholder approval under ASX Listing Rule 7.4 to approve the issue on 2 January 2018 of:

14,797,351 Shares issued under the Company’s 15% share issue capacity; and
9,864,901 Shares issued under the Company’s 10% share issue capacity.

Without Shareholder approval pursuant to ASX Listing Rule 7.4, the issues will be counted towards the Company’s 15% share issue capacity and 10% share issue capacity respectively and will therefore reduce the Company’s capacity to issue securities in the future without obtaining Shareholder approval.

For the purpose of ASX Listing Rule 7.5 information regarding the Placement Shares is provided as follows:

24,662,252 Shares have been issued, 14,797,351 under the Company’s 15% share issue capacity and 9,864,901 under the Company’s 10% share issue capacity.
14,797,351 Shares were issued at $0.031 (3.1 cents) per Share and 9,864,901 Shares were issued at $0.023 (2.3 cents) per Share.
The terms and conditions of the Shares are the same as the terms and conditions of already issued Shares.
The allottees of the Shares are professional and sophisticated investor applicants as determined by the Board, none of whom are related parties of the Company.
Funds raised from the issue of the Shares will be used to underpin exploration of the high grade Kurnalpi nickel-cobalt prospect (located 70 kilometres east of Kalgoorlie, Western Australia) and to provide working capital.

Resolutions 1 and 2 are ordinary resolutions.

The Directors do not have an interest in the outcome of Resolutions 1 and 2 and recommend that Shareholders vote in favour of Resolutions 1 and 2.

The chair intends to vote undirected proxies in favour of Resolutions 1 and 2.

Glossary

In this Explanatory Statement and Notice of Extraordinary General Meeting the following expressions have the following meanings unless stated otherwise or unless the context otherwise requires:

ASX means ASX Limited ACN 008 624 691;

ASX Listing Rules means the listing rules of ASX;

Board means the board of directors of the Company;

Company means Mithril Resources Limited ACN 099 883 922;

Corporations Act means Corporations Act 2001 (Cth);

Director means a director of the Company;

Meeting means the meeting of shareholders convened by the Notice;

Notice means the notice of extraordinary general meeting to which this Explanatory Statement is attached;

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

Shareholder means the holder of a Share.

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Mithril Silver and Gold Limited — Proxy Solicitation & Information Statement 2018

48546_rns_2018-02-15_f0fb7272-0ec5-4303-baed-3386a078b39a.pdf

MITHRIL RESOURCES LIMITED ACN 099 883 922

NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY STATEMENT PROXY FORM

NOTICE OF EXTRAORDINARY GENERAL MEETING

MITHRIL RESOURCES LIMITED ACN 099 883 922

– Resolution 1: Approval of Previous Issue of Shares ASX Listing Rule 7.1

– Resolution 2: Approval of Previous Issue of Shares ASX Listing Rule 7.1A

DATED 16 FEBRUARY 2018

BY ORDER OF THE BOARD MITHRIL RESOURCES LIMITED

1. Explanatory Statement

2. Voting Exclusion Statements

(a) Resolution 1

(b) Resolution 2

3. Proxies

4. ‘Snap Shot’ Time

5. Corporate Representative

EXPLANATORY STATEMENT

1. Resolutions 1 and 2: Approval of Previous Issue of Shares – ASX Listing Rules 7.1 and 7.1A

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