PILBARA GOLD LIMITED — Proxy Solicitation & Information Statement 2015

Jun 24, 2015

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NOTICE OF GENERAL MEETING Including Explanatory Memorandum and Proxy Forms

Mining Projects Group Limited ACN 006 189 331

Date:	28 July 2015
Time:	11.00 am (Melbourne time)
	The Institute of Chartered Accountants
Location:	Level 3, 600 Bourke Street
	Melbourne, VIC 3000

This is an important document. It should be read in its entirety. If you are in doubts as to the course you should follow, please consult your financial or professional adviser.

MINING PROJECTS GROUP LIMITED

ACN 006 189 331

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Mining Projects Group Limited (“the Company ” or " MPJ ") will be held at The Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, VIC 3000 on 28 July 2015 at 11.00 am (Melbourne time).

Further details in respect of each of the resolutions proposed in this Notice of General Meeting are set out in the Explanatory Memorandum accompanying this Notice of General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with, and form part of, this Notice of General Meeting.

BUSINESS OF THE MEETING

1. Approval for issue of 40,000,000 options to Alignment Capital Pty Ltd

Resolution 1	Approval for issue of 40,000,000 options to Alignment Capital Pty Ltd
Description	To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "THATfor the purposes of ASX Listing Rule 7.1, shareholders approve the issue of up to 40,000,000 listed MPJO options to acquire ordinary fully paid shares (each option having an exercise price of $0.01 and expiry date of 30 June 2016) to Alignment Capital Pty Ltd [ACN 167 124 754] AFSL 288877 who are not a related parties of the Company on the terms set out in the Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting."
Voting Exclusion	The Company will disregard any votes cast on Resolution 1 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 shares, if the resolution is passed; or  any associate of those persons. However, the Company need not disregard a vote on Resolution 1 if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or  it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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2. Ratification of prior issue of options

Resolution 2	Ratification of prior issue of 100,000,000 options to clients of Alignment Capital Pty Ltd
Description	To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "THATfor the purpose of ASX Listing Rule 7.4, shareholders ratify the prior issue of 100,000,000 listed MPJO options to acquire ordinary fully paid shares (each option having an exercise price of $0.01 and expiry date of 30 June 2016) to clients of Alignment Capital Pty Ltd [ACN 167 124 754] [AFSL 288877] who were investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act 2001, and who were not related parties of the Company, on the terms set out in the Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting."
Voting Exclusion	The Company will disregard any votes cast on this Resolution 2 by:  persons who participated in the issue; or  any associates of those persons. However, the Company need not disregard a vote on Resolution 2 if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;  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. Ratification of prior issue of shares
Resolution 3	Ratification of prior issue of 15,000,000 shares to Alignment Capital Pty Ltd
Description	To consider and, if thought fit, to pass the following as an ordinary resolution: “THATfor the purpose of ASX Listing Rule 7.4, shareholders ratify the prior issue of 15,000,000 ordinary fully paid Shares to Alignment Capital Pty Ltd [ACN 167 124 754] who is not a related party of the Company on the terms set out in the Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting”
Voting Exclusion	The Company will disregard any votes cast on this Resolution 3 by:  persons who participated in the issue; or  any associates of those persons. However, the Company need not disregard a vote on Resolution 3 if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;  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_._

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Resolution 4	Ratification of prior issue of 16,378,044 shares to Nominees of ONQ Exploration Services Pty Ltd
Description	To consider and, if thought fit, to pass the following as an ordinary resolution: “THATfor the purpose of ASX Listing Rule 7.4, and for all other purposes, shareholders ratify the prior issue of 16,378,044 ordinary fully paid shares to nominees of ONQ Exploration Solutions Pty Ltd [ACN 161 739 064], which is not a related party of the Company, in lieu of cash payment for exploration services provided to the Company by ONQ Exploration Solutions Pty Ltd as described in the Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting.”
Voting Exclusion	The Company will disregard any votes cast on this Resolution 4 by:  persons who participated in the issue; or  any associates of those persons. However, the Company need not disregard a vote on Resolution 4 if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;  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_._
Resolution 5	Ratification of prior issue of 100,000,000 shares to clients of Alignment Capital Pty Ltd
Description	To consider and, if thought fit, to pass the following as an ordinary resolution: “THATfor the purpose of ASX Listing Rule 7.4, shareholders ratify the prior issue of 100,000,000 ordinary fully paid shares to clients of Alignment Capital Pty Ltd [ACN 167 124 754] a corporate authorised representative of Pearce Callahan & Associates Pty Ltd [AFSL 288877] who were investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act 2001, and who were not a related party of the Company, on the terms set out in the Explanatory Memorandum which accompanies and forms part of this Notice of _General Meeting." _
Voting Exclusion	The Company will disregard any votes cast on this Resolution 5 by:  persons who participated in the issue; or  any associates of those persons. However, the Company need not disregard a vote on Resolution 5 if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;  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_._

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4. Adoption of Performance Rights Plan

Resolution 6	Adoption of Performance Rights Plan
Description	To consider and, if thought fit, to pass the following as an ordinary resolution: “THATfor the purposes of exception 9 in ASX Listing Rule 7.2 and for all other purposes including sections 259B(2) and 260C(4) of the Corporations Act 2001 (Cth) shareholders approve the Mining Projects Group Performance Rights Plan as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”
Voting Exclusion	The Company will disregard any votes cast on this Resolution 6 by:  persons who participated in the issue; or  any associates of those persons. However, the Company need not disregard a vote on Resolution 6 if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;  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_._
Corporations Act voting restrictions - key management personnel & their closely related parties	In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 6 by proxies on behalf of a member of the Company’s key management personnel within the meaning of the Corporations Act (including the Directors) or any of that person’s closely related parties within the meaning of the Corporations Act (such as close family members and any controlled companies of those persons) (collectively referred to as “Restricted Voters”). However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 6. The Chair of the Meeting may cast votes on Resolution 6 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 6 but expressly authorises the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

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5. Issue of Performance Rights

Resolution 7		Issue of Performance Rights – Joshua Wellisch
Description		To consider and, if thought fit, pass the following as an ordinary resolution: “That, subject to Resolution 6 being passed, for the purposes of ASX Listing Rule 10.14 shareholders approve the issue of a total of 55 million Performance Rights pursuant to the Mining Projects Group Performance Rights Plan (each entitling the holder, upon satisfaction of the applicable Milestone to one fully paid ordinary share in the capital of the Company) to Mr Joshua Wellisch (a Director of the Company) as set out in the table below: Series Milestone Achieved Number of Performance Rights A Market capitalisation of the Company of $20 million or more. Within 4 years (by 28 July 2019) 16.5 million B Market capitalisation of the Company of $30 million or more. Within 5 years (by 28 July 2020) 16.5 million C Market capitalisation of the Company of $40 million or more. Within 5 years (by 28 July 2020) 22 million as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”
ASX Voting Exclusion Statement		The Company will disregard any votes cast on Resolution 7 by:  a director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought; and  an associate of that person. However, the Company need not disregard a vote if:  it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and  it is cast by a 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.
Corporations Act voting restrictions - key management personnel & their closely related parties		In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 7 by proxies on behalf of Restricted Voters. However, the Company need not disregard a vote it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 7. The Chair of the Meeting may cast votes on Resolution 7 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 7 but expressly authorises the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

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Resolution 8		Issue of Performance Rights – Dehong Yu
Description		To consider and, if thought fit, pass the following as an ordinary resolution: “That, subject to Resolution 6 being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the issue of a total of 11 million Performance Rights pursuant to the Mining Projects Group Performance Rights Plan (each entitling the holder, upon satisfaction of the applicable Milestone to one fully paid ordinary share in the capital of the Company) to Mr Dehong Yu (a Director of the Company) as set out in the table below: Series Milestone Achieved Number of Performance Rights A Market capitalisation of the Company of $20 million or more. Within 4 years (by 28 July 2019) 3,333,333 B Market capitalisation of the Company of $30 million or more. Within 5 years (by 28 July 2020) 3,333,333 C Market capitalisation of the Company of $40 million or more. Within 5 years (by 28 July 2020) 4,333,334 as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”
ASX Voting Exclusion Statement		The Company will disregard any votes cast on Resolution 8 by:  a director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought; and  an associate of that person. However, the Company need not disregard a vote if:  it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and  it is cast by a 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.
Corporations Act voting restrictions - key management personnel & their closely related parties		In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 8 by proxies on behalf of Restricted Voters. However, the Company need not disregard a vote it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 8. The Chair of the Meeting may cast votes on Resolution 8 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 8 but expressly authorises the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

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Resolution 9	Issue of Performance Rights – Neil Hutchison
Description	To consider and, if thought fit, to pass the following as an ordinary resolution:
	“THATsubject to Resolution 6 being passed, for the purposes of ASX Listing Rule 10.14, and
	for all other purposes, shareholders approve the issue of a total of 11 million Performance
	Rights pursuant to the Mining Projects Group Performance Rights Plan (each entitling the
	holder, upon satisfaction of the applicable Milestone to one fully paid ordinary share in the
	capital of the Company) to Mr Neil Hutchison (a Director of the Company) as set out in the
	table below:
	Series Milestone Achieved Number of Performance Rights
	A Market capitalisation of the Company of $20 million or more. Within 4 years (by 28 July 2019). 3,333,333
	B Market capitalisation of the Company of $30 million or more. Within 5 years (by 28 July 2020). 3,333,333
	C Market capitalisation of the Company of $40 million or more. Within 5 years (by 28 July 2020). 4,333,334

	as described in the Explanatory Memorandum which accompanied and formed part of the
	Notice of General Meeting.”
ASX Voting	The Company will disregard any votes cast on Resolution 9 by:
Exclusion
Statement	 a director of the Company who is eligible to participate in the employee incentive scheme
	in respect of which the approval is sought; and
	 an associate of that person.
	However, the Company need not disregard a vote if:
	 it is cast by a person as a proxy for a person who is entitled to vote, in accordance with
	the directions on the proxy form; and
	 it is cast by a 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.
Corporations	In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes
Act voting	cast on Resolution 9 by proxies on behalf of Restricted Voters. However, the Company need
restrictions -	not disregard a vote it is cast by a person as a proxy appointed in writing that specifies how
key	the proxy is to vote on Resolution 9.
management
personnel & their closely related parties	The Chair of the Meeting may cast votes on Resolution 9 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 9 but expressly authorises the Chair to exercise the proxy if the resolution is
	connected directly or indirectly with the remuneration of a member of the Company’s key
	management personnel.

Dated: 24 June 2015

By the order of the Board

Adrien Wing Company Secretary

The accompanying Explanatory Memorandum and the Proxy and Voting Instructions form part of this Notice of General Meeting.

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PROXY AND VOTING INSTRUCTIONS

PROXY INSTRUCTIONS

CORPORATE REPRESENTATIVES

A member who is entitled to vote at a meeting may appoint:

• one proxy if the member is only entitled to one vote; and

• one or two proxies if the member is entitled to more than one vote.

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

VOTING ENTITLEMENT

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at the registered office of the Company or sent by facsimile transmission to the Company's registered office on (03) 9614 0550 not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The proxy may, but need not, be a member of the Company.

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members as at 5.00pm on 27 July 2015 (Melbourne Time) are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

HOW THE CHAIR WILL VOTE UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all resolutions. Note that the Chair of the Meeting may only cast undirected proxies on Resolutions 6, 7, 8 and 9 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) expressly authorises the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

Subject to the restrictions set out above, the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions.

A proxy form is attached to this Notice of General Meeting.

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MINING PROJECTS GROUP LIMITED ACN 006 189 331

(" the Company ")

GENERAL MEETING

EXPLANATORY MEMORANDUM

PURPOSE OF INFORMATION

This Explanatory Memorandum (" this Memorandum ") accompanies and forms part of the Company’s Notice of General Meeting to be held at The Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria, 3000 on 28 July 2015 at 11.00 am. The Notice of General Meeting incorporates, and should be read together with, this Memorandum.

BUSINESS

Resolution 1 Approval for issue of 40,000,000 Options to Alignment Capital Pty Ltd

Resolution 1 seeks shareholder approval for the issue of up to 40,000,000 listed MPJO options to Alignment Capital Pty Ltd [ACN 167 124 754] a corporate authorised representative of Pearce Callahan & Associates Pty Ltd [AFSL 288877] (or its nominee/s) who is not a related parties of the Company. The options form part of the underwriter’s fee for the recently completed Non-Renounceable Rights Issue first announced by the Company on 16 March 2015. If shareholder approval is not obtained for the issue of the options the subject of Resolution 1, the Company will pay Alignment Capital Pty Ltd the sum of $40,000 (being a cash payment of $0.01 in lieu of each option).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. One circumstance where an action or an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

ASX Listing Rule 7.3 requires that the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 7.1 must include the following information:

• The maximum number of options which will be issued under the approval sought through this Resolution is 40,000,000 MPJO options.

• The options will be issued and allotted no later than three (3) months after the date of the General Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission).

• The options will have the same terms as the Company’s existing listed MPJO options, the key terms being an exercise price of 1 cent ($0.01) and an expiry date of 30 June 2016.

• The options will be issued to Alignment Capital Pty Ltd [ACN 167 124 754] (or its nominee) who is not a related party of the Company.

• Shares issued as a result of exercise of the options will rank equally in all respects with the Company’s existing ordinary shares.

• A voting exclusion statement is contained in the Notice of General Meeting accompanying this Explanatory Memorandum.

• No funds will be raised upon issue of the options which are to be issued as part of an underwriter’s fee due to Alignment Capital Pty Ltd. Funds raised on the exercise of the options will be will be used by the Company to fund exploration and development of the company’s projects and the Company’s working capital requirements.

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Resolution 2

Ratification of prior issue of 100,000,000 options to clients of Alignment Capital Pty Ltd

Resolution 2 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 100,000,000 listed options to clients of Alignment Capital Pty Ltd [ACN 167 124 754] a corporate authorised representative of Pearce Callahan & Associates Pty Ltd [AFSL 288877] being subscribers under the placement completed by the Company on 24 February 2015 who were investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act 2001, and who were not related parties of the Company.

The options the subject of Resolution 2 were issued without shareholder approval under ASX Listing Rule 7.1. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity (such as options), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• The total number of options issued was 100,000,000 listed MPJO options. The options will have the same terms as the Company’s existing listed MPJO options, the key terms being an exercise price of 1 cent ($0.01) and an expiry date of 30 June 2016.

• The options were issued for no consideration, as free-attaching options pursuant to the terms of the placement completed on 24 January 2015.

• The options were issued to clients of Alignment Capital Pty Ltd [ACN 167 124 754] who were exempt investors and not related parties of the Company.

• No funds were raised through the issue of options. Funds raised on the exercise of the options will be will be used by the Company to fund exploration and development of the company’s projects and the Company’s working capital requirements.

A voting exclusion statement is contained in the Notice of General Meeting accompanying this Explanatory Memorandum.

Resolution 3 Ratification of prior issue of 15,000,000 Shares to Alignment Capital Pty Ltd

Resolution 3 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 15,000,000 fully paid ordinary shares to Alignment Capital Pty Ltd [ACN 167 124 754] a corporate authorised representative of Pearce Callahan & Associates Pty Ltd [AFSL 288877] which is not a related party of the Company. Each share is being issued for deemed consideration of $0.006 (total consideration of $90,000). The shares were issued for investor relations and consulting services.

The shares the subject of Resolution 3 were issued without shareholder approval under ASX Listing Rule 7.1. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity (such as options), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• The total number of shares issued was 15,000,000 fully paid ordinary shares in the Company.

• The price at which the shares were issued was 0.6 cents ($0.006).

• The shares have the same terms and rights as, and will rank equally with, the Company’s existing listed fully paid ordinary shares.

• The shares were issued to Alignment Capital Pty Ltd [ACN 167 124 754] which is not a related party of the Company.

• No funds were raised by the issue of shares which were issued in lieu of cash payment for services.

A voting exclusion statement is contained in the Notice of General Meeting accompanying this Explanatory Memorandum.

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Ratification of prior issue of 16,378,044 Shares to Nominees of ONQ Exploration Resolution 4 Services Pty Ltd

Resolution 4 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 16,378,044 fully paid ordinary shares to nominees of ONQ Exploration Services Pty Ltd [ACN 161 739 064]. Each share was issued at a deemed issue price of $0.007 (total consideration of $114,646.30).

The shares the subject of Resolution 4 were issued without shareholder approval under ASX Listing Rule 7.1. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity (such as options), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• The total number of shares issued was 16,378,044 fully paid ordinary shares in the Company.

• The price at which the shares were issued was 0.7 cents ($0.007).

• The shares have the same terms and rights as, and will rank equally with, the Company’s existing listed fully paid ordinary shares.

• The shares were issued to nominees of ONQ Exploration Services Pty Ltd, who were not related parties of the Company.

• No funds were raised by the issue of shares which were issued in lieu of cash payment for services.

• A voting exclusion statement is contained in the Notice of General Meeting accompanying this Explanatory Memorandum.

Resolution 5 Ratification of prior issue of 100,000,000 shares to Clients of Alignment Capital Pty Ltd

Resolution 5 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 100,000,000 fully paid ordinary shares issued to clients of Alignment Capital Pty Ltd [ACN 167 124 754] a corporate authorised representative of Pearce Callahan & Associates Pty Ltd [AFSL 288877] being subscribers under the placement completed by the Company on 24 February 2015 who were investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act 2001, and who were not related parties of the Company.

The shares the subject of Resolution 5 were issued without shareholder approval under ASX Listing Rule 7.1A. ASX Listing Rule 7.1A provides that in addition to share issues permitted without shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of equity securities which represents 10% of the number of fully paid ordinary securities on issue at commencement of that 12 month period as adjusted in accordance with the formula in Listing Rule 7.1.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1A (provided that the previous issue of securities did not breach ASX Listing Rule 7.1A) those securities will be deemed to have been issued with shareholder approval for the purposes of calculating the annual placement capacity of the Company under both ASX Listing Rule 7.1 and 7.1A.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• The total number of shares issued was 100,000,000 fully paid ordinary shares in the Company.

• The price at which the shares were issued was 0.6 cents ($0.006).

• The shares have the same terms and rights as, and will rank equally with, the Company’s existing listed fully paid ordinary shares.

• The shares were issued to clients of Alignment Capital Pty Ltd [ACN 167 124 754] who were exempt investors and are not related parties of the Company.

• Funds raised by the issue of shares have/will be used by the Company to fund exploration and development and the Company’s working capital requirements.

• A voting exclusion statement is contained in the Notice of General Meeting accompanying this Explanatory Memorandum.

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Resolutions Adoption of Performance Rights Plan and Issue of Performance Rights 6, 7, 8 and 9

Resolution 6 is proposed to introduce a performance rights plan (“the Mining Projects Group Performance Rights Plan” or “the Plan”) to give officers and executives (including executive and non-executive directors of the Company or its subsidiaries) the opportunity to take up shares in the Company.

Resolutions 7, 8 and 9 seek shareholder approval for the issue under the Plan of an aggregate of 77 million Performance Rights to the Company’s Directors, Mr Joshua Wellisch (55 million) , Mr Dehong Yu (11 million) and Mr Neil Hutchison (11 million). Subject to approval of the Plan, the Company also intends to issue a further 22 million Performance Rights to Mr Adrien Wing, the Company Secretary.

The Performance Rights entitle the holder to one fully paid ordinary share upon achievement of the applicable Milestones. The Performance Rights are described as Series A, B or C and have the terms set out in the table below:

Series	Recipient/Number	Number of Performance Rights	Milestone ^	Achieved
A	Joshua Wellisch	16,500,000	Market capitalisation of the Company of $20 million or more.	Within 4 years (by 28 July 2019).
	Dehong Yu	3,333,333
	Neil Hutchison	3,333,333
	Adrien Wing	6,666,666
B	Joshua Wellisch	16,500,000	Market capitalisation of the Company of $30 million or more.	Within 5 years (by 28 July 2020).
	Dehong Yu	3,333,333
	Neil Hutchison	3,333,333
	Adrien Wing	6,666,666
C	Joshua Wellisch	22,000,000	Market capitalisation of the Company of $40 million or more.	Within 5 years (by 28 July 2020).
	Dehong Yu	4,333,334
	Neil Hutchison	4,333,334
	Adrien Wing	8,666,668

^ If a Milestone is not achieved within the period stated, the applicable Performance Rights cannot be converted or exercised, and lapse and are cancelled automatically.

The Performance Rights in each series above convert automatically upon achievement of the Milestone applicable to that series without payment of any additional consideration. The Performance Rights are not subject to vesting conditions. The Milestones do not include continuing to be an officer or executive and a participant’s termination or resignation as an officer or executive of the Company (or that of the applicable individual who nominated the participant) does not affect the Performance Rights or cause them to lapse. No loan has or will be made in respect of the issue, conversion, vesting or exercise of the Performance Rights.

Resolutions 7, 8 and 9 are subject to Resolution 6 (the adoption of the Mining Projects Group Performance Rights Plan) being passed.

The objects of the Mining Projects Group Performance Rights Plan are to:

• provide an incentive for eligible participants;

• recognise the eligible participants and their expected efforts and contribution in the performance and success of the Company;

• provide eligible participants with the opportunity to acquire performance rights, and ultimately shares, in the Company in accordance with the Plan rules.

A summary of the Mining Projects Group Performance Rights Plan is set out in Annexure A.

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Regulatory Requirements- Corporations Act sections 259B and 260C

The proposed Plan provides that the Company may, at its election, issue new shares or procure the transfer of existing shares on the conversion or exercise of performance rights held by a participant.

The provision of performance rights to a participant resulting in Company procuring a transfer of existing shares may be regarded as the Company providing financial assistance to a person to acquire Mining Projects Group shares which, subject to certain exceptions, is prohibited by section 260A of the Corporations Act.

Under section 260C(4) of the Corporations Act, a company may financially assist a person to acquire shares in the company if the financial assistance is given under an employee share scheme that has been approved by shareholders at a general meeting. Accordingly, Resolutions 6 seeks the approval of shareholders of the Mining Projects Group Performance Rights Plan and the issue of Performance Rights under the Plan.

It is noted that, notwithstanding the above shareholder approval, the definition of ‘employee share scheme’ under the Corporations Act only covers a scheme where shares are acquired by, or for the benefit of, employees or directors who hold salaried employment or office in the company or a related body corporate. This definition is unlikely to cover a director participating in the Mining Projects Group Performance Rights Plan where that director does not receive a salary from the Company or a related body corporate. As such, the Plan provides that any shares to be provided upon conversion or exercise of performance rights by non-salaried directors will be new shares issued and allotted to the non-salaried director, rather than existing shares acquired by or on behalf of the non-salaried director by way of purchase and transfer.

It is possible that, if the Plan places restrictions on the transfer of shares acquired on the conversion or exercise of performance rights these restrictions may on one view constitute the Company ‘taking security’ over its own shares. Section 259B(1) of the Corporations Act provides that a company must not take security over shares in itself except as permitted under the Corporations Act. Section 259B(2) of the Corporations Act provides that the Company may take security over shares in itself under an employee share scheme that has been approved by shareholders at a general meeting. Therefore, seeking shareholder approval provides flexibility for the Company to include restrictions on transfers of shares issued under the Plan without breaching the Corporations Act.

Regulatory Requirements- ASX Listing Rules Chapter 7

ASX Listing Rule 7.1 requires that shareholder approval is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

An exception to ASX Listing Rule 7.1, under Exception 9 of Listing Rule 7.2, is securities issued under an employee incentive scheme within 3 years of shareholder approval of that scheme. The Company therefore seeks approval under Exception 9 of Listing Rule 7.2 so that any issue of securities under the Mining Projects Group Performance Rights Plan does not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval.

A notice of meeting seeking approval under Exception 9 to Listing Rule 7.2 must include a summary of the terms of the performance rights plan. As noted above, a summary of the Mining Projects Group Performance Rights Plan is set out in Annexure A.

Securities issued under the Plan since last approved

Exception 9 to Listing Rule 7.2 also requires the details of the number of securities issued under the Plan since it was last approved.

No plan to which Exception 9 to Listing Rule 7.2 has previously been approved, and no securities have been issued under such a plan.

- Regulatory Requirements ASX Listing Rules Chapter 10

ASX Listing Rule 10.14 provides that an entity must not permit a director or an associate of a director to acquire securities under an employee incentive scheme without the approval of ordinary shareholders.

ASX Listing Rule 10.14 does not apply to securities purchased on-market under the terms of an employee incentive scheme that provides for the purchase of securities by or on behalf of employees or directors however, by seeking approval under Listing Rule 10.14, the Company will preserve flexibility over how the Mining Projects Group Performance Rights Plan is implemented.

ASX Listing Rule 10.15 requires that a notice of meeting seeking approval under clause ASX Listing Rule 10.14 contain the information set out below.

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The maximum number of securities that may be acquired by persons for whom approval under ASX Listing Rule 10.14 is required is the maximum number of securities which may be issued under the Plan. The Company must not issue a performance right under the Plan if, the aggregate of:

• the number of shares which would be issued were each outstanding offer of shares, options and performance rights to acquire unissued shares were accepted, converted or exercised;

• the number of shares issued during the previous 5 years pursuant to the Performance Rights Plan or any other employee share scheme extending;

would, at the time of the proposed issue, exceed 5% of the total number of Mining Projects Group’s then issued shares. Provided that certain issues may be disregarded when calculating the 5% figure including issues made by way of or as a result of an offer that did not need disclosure to investors because of section 708 of the Corporations Act.

Unless the committee established under the Plan determines otherwise no payment of money is required for the issue of a performance right or the vesting, conversion or exercise of a performance right issued under the Plan. Each security issued under the Plan will be issued for no consideration upon achievement of the Milestone to that security which are set out above.

Details of any securities issued under the Performance Rights Plan will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14.

The last date by which Performance Rights will be issued under the Plan is 28 July 2018, being 3 years after the date of the meeting at which shareholder approval is sought. Performance Rights to be issued as set out in Resolutions 7, 8 and 9 and those further performance rights to be issued to Mr Adrien Wing are expected to be issued within three (3) business days after the meeting.

The Performance Rights will be issued in connection with services provided to the Company by the participants (or the individual who nominates the relevant participant) for no additional consideration.

Voting exclusion statements in respect of Resolutions 7, 8 and 9 are contained in the Notice of General Meeting accompanying this Explanatory Statement.

Directors entitled to participate in the Plan

The names of all the current Directors who would be entitled to participate in the Mining Projects Group Performance Rights Plan (or whose associates or nominees would be entitled to participate) are:

• Mr Joshua Wellisch;

• Mr Dehong Yu; and

• Mr Neil Hutchison.

There are currently no other directors or proposed directors or their associates entitled to participate in the Plan. Any additional director (or a nominee or associate) who becomes entitled to participate in the Performance Rights Plan and who is not named in this Explanatory Statement will not participate until further shareholder approval is obtained under Listing Rule 10.14.

– Corporations Act Chapter 2E

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company and to give the remuneration would be reasonable given:

• the circumstances of the Company; and

• the related party’s circumstances (including the responsibilities involved in the office or employment).

The Performance Rights to be issued to directors have been independently valued by consultants to the Company using a Monte-Carlo simulation model, and are ascribed a value as follows:

Series A Performance Rights	$0.0073 per Series A Performance Right
Series B Performance Rights	$0.0069 per Series B Performance Right
Series C Performance Rights	$0.0068 per Series C Performance Right

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The valuations noted above are not necessarily the market prices that the Performance Rights could be traded at if they were able to be traded and they are not automatically the market prices for taxation purposes.

If all the Performance Rights described above convert, the Directors’ respective (direct and indirect) relevant interests in shares and options (assuming no other acquisitions or disposals of shares or options, whether by exercising options or otherwise) would be as follows:

	Existing Shares	Performance	Total if all
		Rights proposed to be issued	Performance Rights convert
Mr Joshua Wellisch	Nil	55,000,000	55,000,000
Mr Dehong Yu	110,000,000	11,000,000	121,000,000
Mr Neil Hutchison	12,933,334	11,000,000	23,933,334

Note: Table above does not include option holdings of Directors. As at the date of this Notice, the Directors held relevant interests in the following options: (a) Joshua Wellisch – 60,000,000 unlisted options; (b) Dehong Yu – 55,000,000 listed options [MPJO]; and (c) Neil Hutchison – 15,000,000 unlisted options.

The Company considers the proposed issues are reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered the respective positions and responsibilities of each of the Directors and their overall remuneration packages having regard for to remuneration packages offered by similar ASX-listed companies. The Company has also considered its reliance on a limited number of personnel and the need to retain that personnel, the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the Company, and the terms of the Performance Rights. The Company considers that the issue of Performance Rights to directors is an effective tool which preserves the cash reserves of the Company and its group entities whilst providing valuable consideration for the Directors linked to the future success of the Company.

NOTE:

Unless otherwise specified, all monetary amounts are expressed in Australian dollars .

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ANNEXURE A SUMMARY OF MINING PROJECTS GROUP PERFORMANCE RIGHTS PLAN

DEFINITIONS

For the purpose of this summary:

“ Accelerated Vesting Event ” means with respect to a participant the occurrence of:

• (a) a Special Circumstance in respect of the participant; and (b) a circumstance set out in the Plan Rules (summarised below).

“ Executive ” means:

• (a) an individual whom the Plan Committee determines to be in the full-time or part-time employment of a body corporate in the Group (including any employee or parental leave, long service leave or other special leave as approved by the Plan Committee);

• (b) a director of a body corporate in the Group who holds salaried employment or office in a body corporate in the Group;

• (c) a director of the Company;

• (d) an individual who provides services to a body corporate in the Group whom the Plan Committee determines to be an Executive for the purposes of the Plan;

• (e) an individual whose associate (as that expression is defined in section 139GE of the Income Tax Assessment Act 1936 (Cth)) provides services to a body corporate in the Group which individual the Plan Committee determines to be an Executive for the purposes of the Plan; or

• (f) an individual otherwise in the employment of a body corporate in the Group whom the Plan Committee determines to be an Executive for the purposes of the Performance Rights Plan.

“ Group ” means the Company and its subsidiaries.

“ Performance Right ” means an entitlement to a Share, subject to satisfaction of performance hurdles, and the corresponding obligation of the Company to provide a Share, pursuant to the acceptance by an Executive of an offer made to the Executive as provided for in the Rules.

“ Plan ” means the Mining Projects Group Performance Rights Plan.

“ Plan Committee ” means the remuneration committee or another committee of the Company’s Board to which power to administer the Plan has been delegated or if there has been no delegation, the Board.

“ Rules ” mean the rules governing the operation of the Plan set out in the Performance Rights Plan Rules, as amended from time to time.

“ Share ” means a fully paid ordinary share in the Company.

“Special Circumstances” means with respect to a participant:

• (a) total and permanent disablement;

• (b) redundancy;

• (c) death; or

(d) any other circumstances as the Plan Committee may at any time determine (whether in relation to the participant, a class of participants, particular circumstances or a class of circumstances) and whether before or after the issue date of the relevant Performance Rights.

SUMMARY

Under the proposed Rules, the Plan Committee may offer Performance Rights to certain Executives.

The Performance Rights offered under the Plan may be subject performance, vesting, conversion or other conditions determined by the Plan Committee. These performances, vesting, conversion and/or other conditions will be specified in an offer of Performance Rights to an Executive. If the offer in respect of any Performance Right specifies any performance hurdle(s), the Performance Right will not convert or cannot be exercised (as the case requires) and will not be taken to have been converted or exercised unless and until the applicable performance hurdle(s) has or have been achieved (unless the performance hurdle(s) is or are permitted to be waived, in whole or in part, by the Plan Committee under the listing rules of ASX, and are so waived).

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An Eligible Executive that accepts an offer of Performance Rights (or his or her nominee) is known as a Participant. Each Performance Right will, upon conversion or exercise in accordance with its terms of issue, entitle the Participant to one Share. Under the Rules, upon conversion or exercise of a Performance Right, the Company must:

• subject to the bullet point below, procure the transfer of one Share or issue and allot one Share to the Participant; or

• if the Participant is a director of a body corporate in the Group but does not hold salaried employment or office in a body corporate in the Group, then the Company must issue and allot one Share to the Participant.

Generally, if an Exercise Period is specified or described a Performance Right may be exercised at any time during the Exercise Period for that Performance Right. A Performance Right may only convert or be exercised before the Exercise Period where (if and then only to the extent permitted by the listing rules of ASX):

• an Accelerated Vesting Event occurs while a Participant is employed with or holds an office with the Group and the Plan Committee brings forward the First Exercise Date or waives or varies any performance hurdles; or

• if the offer of Performance Rights accepted by the Participant provides for certain circumstances where the First Exercise Date is brought forward or the performance hurdles are waived or varied and, those circumstances occur.

The Plan provides that Performance Rights may only be transferred, by an instrument of transfer, in the following circumstances (each of which is an Accelerated Vesting Event):

• a transfer constituting the necessary transfer documents following an acceptance of an offer made under an off-market bid relating to Performance Rights;

• a transfer to a bidder on the sale of the Performance Rights under Division 3 of Part 6A.I of the Corporations Act;

• a transfer to a 100% holder on the sale of the Performance Rights under Division 2 of Part 6A.2 of the Corporations Act;

• a transfer under Part 6A.3 of the Corporations Act to a person entitled to acquire Performance Rights under section 661A or 664A of the Corporations Act; or

• a transfer approved by the Board in those circumstances as may be determined by the Board.

The Plan Committee must take reasonable steps to ensure that Performance Rights are not granted or issued to a Participant under the Performance Rights Plan if the number of Shares the subject of the Performance Rights or that are to be received on the conversion or exercise of the Performance Rights when aggregated with:

• the number of Shares which would be issued were each outstanding offer with respect to Shares, units of Shares, options and performance rights to acquire unissued Shares, under an employee share scheme to be accepted, converted or exercised; and

• the number of Shares issued during the previous five years pursuant to the Plan or any other employee share scheme extending only to eligible officers or employees of the Company,

would exceed 5% of the total number of issued Shares as at the time of the proposed grant or issue.

For the purpose of calculating the 5% limit, any off made, or option of Performance Right acquired or Share issued by way of or as a result of:

• an offer to a person situated at the time of receipt of the offer outside of Australia;

• an offer that did not need disclosure to investors because of section 708 of the Corporations Act;

• an offer that did not require the giving of a Product Disclosure Statement because of section 1012D of the Corporations Act; or

• an offer made under a disclosure document or Product Disclosure Statement,

can be disregarded.

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MINING PROJECTS GROUP LIMITED ACN 006 189 331

("the Company")

PROXY FORM

Full name of securityholder(s):……………………………………………………………

Address:………………………………………………………………………………….........

I/We being a member/s of Mining Projects Group Limited (“ Company ”) and entitled to attend and vote at the meeting of the Company to be held at The Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne VIC 3000 at 11.00 am (Melbourne time) on 28 July 2015 appoint:

 the Chair of the meeting.

(mark box)

OR 

(mark box)

……………………………………………

( Full name of proxy or the office of the proxy )

or if the person or body corporate named above fails to attend the meeting, or if no person/body corporate is named, the Chair of the meeting as my/our proxy to attend that meeting and vote on my/our behalf at that meeting and any adjournment or postponement of that meeting in accordance with the following directions (or if no directions have been given, as the proxy sees fit). If two proxies are appointed, the proportion of voting rights this proxy represents is ……...%.

This proxy is authorised to exercise ……………….. votes/ ……….. % of my/our total voting rights.

==> picture [69 x 47] intentionally omitted <==

If you appoint the Chair as your proxy (or he is appointed in default) and you do not mark this box (please use a tick or ‘X’), and you have not directed your proxy how to vote on Resolutions 6, 7,8 and 9 the Chair will not cast your votes on Resolutions 6, 7, 8 and 9 and your votes will not be counted in calculating the required majority if a poll is called on those Resolutions. If you appoint the Chair of the meeting as your proxy you can direct the Chair how to vote on Resolutions 6, 7, 8 and 9 by either marking the relevant box below (for example if you wish to vote “against” or “abstain” from voting) or by marking the box to the left (in which case the Chair will vote in favour of Resolutions 6, 7, 8 and 9 The Chair intends to vote all available proxies in favour of Resolutions 6, 7, 8 and 9 . I/We (except where I/we have indicated a different voting intention below):

• direct the Chair of the meeting to vote in accordance with the Chair’s voting intentions on Resolutions 6, 7, 8 and 9 to vote in favour of those Resolutions;

• authorise the Chair of the meeting to vote as described even though Resolutions 6, 7, 8 and 9 are connected (or may be connected) directly or indirectly with the remuneration of a member of key management personnel for the Company group; and

• acknowledge that the Chair of the meeting may exercise my proxy in respect of Resolutions 6, 7, 8 and 9 even though the Chair may have an interest in the outcome of those Resolutions and that votes cast by the Chair of the meeting for those Resolutions, other than as proxy holder, will be disregarded because of that interest.

VOTING DIRECTIONS FOR YOUR PROXY

To instruct your proxy how to vote, insert ‘X’ in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I/We direct my/our proxy to vote as indicated below:

		FOR	AGAINST	ABSTAIN
Resolution 1	Approval for issue of 40,000,000 options to Alignment Capital Pty Ltd – exempt investor
Resolution 2	Ratification of prior issue of 100,000,000 options to clients of Alignment Capital Pty Ltd
Resolution 3	Ratification of prior issue of 15,000,000 shares to Alignment Capital Pty Ltd
Resolution 4	Ratification of prior issue of 16,378,044 shares to Nominees of ONQ Exploration Services Pty Ltd
Resolution 5	Ratification of prior issue of 100,000,000 shares to clients of Alignment Capital Pty Ltd
Resolution 6	Adoption of Performance Rights Plans
Resolution 7	Issue of Performance Rights – Joshua Wellisch
Resolution 8	Issue of Performance Rights – Dehong Yu
Resolution 9	Issue of Performance Rights – Neil Hutchison

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If a person: ____ (Signature) ____ Name (print) Date: _//__	If a company: EXECUTED by: ____ Name of company (print) in accordance with the Corporations Act ___ ____ (Signature) (Signature) Date: /__/_____

This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged at:

• Level 17, 500 Collins Street, Melbourne, Victoria, 3000; or

• by facsimile on # (03) 9614 0550 by 11.00 am (Melbourne time) on 25 July 2015, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.

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