SILVER MINES LIMITED — AGM Information 2016

Oct 27, 2016

Silver Mines Limited ACN 107 452 942

NOTICE OF ANNUAL GENERAL MEETING

TIME: 11:00am (AEDT) DATE: Tuesday, 29[th] November 2016 PLACE: Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia

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

Should you wish to discuss the matters in this notice please do not hesitate to contact the Company Secretary on +61 2 8316 3997.

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions)

Explanatory statement (explaining the proposed resolutions)

Proxy form

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the shareholders of Silver Mines Limited (ASX:SVL) (“ the Company ”) to which this notice relates, will be held at 11:00 am (AEDT) on 29[th] November 2016 at Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia.

VOTING IN PERSON

To vote in person, you will be required to attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed proxy form and return by:

• (a) post, to Level 11, 52 Phillip Street, Sydney NSW 2000 Australia; or

• (b) facsimile, to the Company on facsimile number +61 2 8316 3999,

so that it is received not later than 11:00 am (AEDT) on Sunday, 27[th] November 2016 .

Proxy forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders will be held at 11:00 am (AEDT) on 29[th] November 2016 at Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia.

The explanatory statement to this notice provides additional information on matters to be considered at the Annual General Meeting. The explanatory statement and the proxy form are part of this notice.

The Directors have determined, pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company at 11:00 am (AEDT) on 27[th] November 2016.

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AGENDA

RECEIPT OF FINANCIAL REPORTS AND REPORTS OF DIRECTORS AND AUDITOR

To receive and consider the Financial Reports of the Company for the financial year ended 30[th] June 2016, together with the declaration of the Directors, the Remuneration Report and the Report of the Directors and the Auditor, which relate to the Financial Reports.

A copy of the 2016 Annual Report is available on the Company’s website at www.silvermines.com.au .

RESOLUTION 1 ‑ ADOPTION OF DIRECTORS’ REMUNERATION REPORT

To consider and, if thought fit, pass with or without amendment, the following resolution as a non‑binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the adoption of the Company’s Remuneration Report, as set out in the Directors’ Report within the Annual Report for the year ended 30[th] June 2016, prepared in accordance with section 300A of the Corporations Act 2001 (Cth).”

Please note that in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (“ Corporations Act ”), the votes cast on this resolution are advisory only and do not bind the Company nor the Directors.

Voting Exclusion Statement: The Company will disregard any votes cast on resolution 1 by any person who is a member of Key Management Personnel, details of whose remuneration is considered in the Remuneration Report or any person who is an Associate, within the meaning given in the Corporations Act , (“ Associate ”) of those persons. However, the Company need not disregard a vote if it is cast by:

• a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) 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 2 ‑ ELECTION OF DIRECTOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 14.4 and for all other purposes, Mr Keith Perrett, being Non‑Executive Chairman of the Company, who was appointed a director by the Board on 20[th] June 2016 to fill a casual vacancy, being eligible offers himself for election, is elected as a Director.”

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution 2 by Keith Perrett or his Associates. However, the Company need not disregard a vote if it is cast by:

• a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as 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 3 ‑ ELECTION OF DIRECTOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 14.4 and for all other purposes, Mr Peter Langworthy, being a Director of the Company, who was appointed a director by the Board on 20[th] June 2016 to fill a casual vacancy, being eligible offers himself for election, is elected as a Director.”

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution 3 by Peter Langworthy or his Associates. However, the Company need not disregard a vote if it is cast by:

• a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as 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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AGENDA

RESOLUTION 4 ‑ 10% PLACEMENT CAPACITY

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the explanatory statement accompanying this notice.”

RESOLUTION 6 ‑ APPOINTMENT OF AUDITOR

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, subject to the passing of resolution 5, Crowe Horwath Sydney, being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from the date of the meeting.”

Voting Exclusion Statement: There is no voting exclusion for this resolution.

Voting Exclusion Statement: The Company will disregard any votes cast on resolution 4 by:

• a) a person who may participate in the issue;

• b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of securities, if the resolution is passed; and

• c) any Associates of those persons.

However, the Company will not disregard a vote if:

• a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy from; or

• b) 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.

OTHER BUSINESS

To consider any other business that can lawfully be brought before the Annual General Meeting.

Dated: 28[th] October 2016

By Order of The Board

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Trent Franklin Company Secretary Silver Mines Limited

RESOLUTION 5 ‑ RETIREMENT OF AUDITOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That for the purposes of section 324DA of the Corporations Act and for all other purposes, Moyes Yong & Co, the current auditor of the Company, be retired as the auditor of the Company effective from the date of the meeting.”

Voting Exclusion Statement: There is no voting exclusion for this resolution.

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ENTITLEMENT TO VOTE

Who may vote?

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that for the purpose of the Annual General Meeting, all shares in the Company shall be taken to be held by the persons who held them as registered shareholders at 11:00 am (AEDT) on 27[th] November 2016 ( Entitlement Time ).

All holders of ordinary shares in the Company as at the Entitlement Time are entitled to attend and vote at the Annual General Meeting.

Transactions registered after that time will be disregarded in determining a shareholder’s entitlement to attend and vote at the Annual General Meeting.

PROXIES

Please note that:

• a shareholder of the Company who is entitled to attend and cast a vote at the Annual General Meeting has a right to appoint a proxy;

• the appointment may specify the proportion or number of votes that the proxy may exercise;

• a shareholder who is entitled to cast two or more votes at the Annual General Meeting may appoint two proxies and must specify the proportional number of votes each proxy is appointed to exercise;

• if the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half the votes;

• a proxy need not be a shareholder of the Company;

• if a shareholder wishes to appoint two proxies, they should contact the Company for another proxy form; and

• unless the shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.

If a shareholder wishes to appoint a proxy, they should complete the attached ‘Appointment of Proxy’ form and comply with details set out in that form for lodgement of the form with the Company.

The proxy form must be signed by the shareholder or his or her attorney duly authorised in writing or, if the shareholder is a corporation, either under the seal of the corporation (in accordance with its Constitution) or under the hand of an attorney duly authorised in writing or otherwise signed in accordance with the Corporations Act .

If any attorney or authorised officer signs the proxy form on behalf of a shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the proxy form.

The proxy form must be received not less than 48 hours before the time for holding the Annual General Meeting (i.e. by no later than 11:00 am on Sunday, 27[th] November 2016) by delivering the proxy form to one of the addresses as follows:

Registered Office:

Level 11, 52 Phillip Street, Sydney NSW 2000 Australia

Mailing Address: GPO Box 225 Sydney NSW 2001 Australia

Facsimile transmission to: Within Australia: 02 8316 3999 International: +61 2 8316 3999

A corporation may appoint a representative who may attend the meeting and vote on behalf of the corporation. Such a representative will have to produce a corporate representative appointment letter from the corporation signed either under the common seal of the corporation (in accordance with its Constitution), or by a duly authorised officer or otherwise signed in accordance with the Corporations Act before he or she will be permitted to vote.

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EXPLANATORY STATEMENT

This explanatory statement has been prepared for the information of the shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11:00 am (AEDT) on 29[th] November 2016 at Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia.

The purpose of this explanatory statement is to provide shareholders with all information known to the Company that is relevant to a decision on how to vote on the resolution in the accompanying notice.

Voting Exclusion Statement:

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on the following resolutions by the following persons:

In respect to resolution 1, the Key Management Personnel and any of their Associates.

In respect to resolution 2, Mr Keith Perrett and any of his Associates.

In respect to resolution 3, Mr Peter Langworthy and any of his Associates.

However, the Company will not disregard a vote 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 for to vote as the proxy decides.

1. RESOLUTION 1 ‑ ADOPTION OF REMUNERATION REPORT

The Annual Report for the year ended 30[th] June 2016 contains a Remuneration Report at pages 11 to 14 of the Director’s Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Directors of the Company. A copy of the 2016 Annual Report is available on the Company’s website at www.silvermines.com.au .

The Corporations Act requires the agenda for the Annual General Meeting of a listed company to include a resolution for the adoption of the Remuneration Report. The Corporations Act expressly provides that the vote on the resolution is advisory only and does not bind the Directors of the Company.

Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions and comment on the Remuneration Report.

The Directors recommend that shareholders vote in favour of resolution 1.

Please note that in accordance with section 250R(3) of the Corporations Act the votes cast on this resolution are advisory only and do not bind the Company nor the Directors.

2. RESOLUTION 2 ‑ ELECTION OF MR KEITH PERRETT

The ASX Listing Rules require that at the Company’s Annual General Meeting each year, any Director (except a Managing Director) whom has been appointed throughout the year must stand, and is eligible, for re‑election at the Company’s Annual General Meeting.

Mr Keith Perrett was appointed to the Board of the Company as a non‑executive director in June 2016 and as a non‑executive chairman in August 2016. Mr Perrett has substantial experience in stakeholder and government relations and governance. He has had significant involvement in agriculture having been a producer and industry leader at local, state, national and international levels and holds substantial agricultural interests in north‑west New South Wales. He was formerly Chairman of the Grains Research and Development Corporation, the National Rural Advisory Council, the Wheat Research Foundation and President of the Grains Council of Australia.

The Directors, other than Keith Perrett, who has an interest in resolution 2, recommend that the shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 ‑ ELECTION OF MR PETER LANGWORTHY

The ASX Listing Rules require that at the Company’s Annual General Meeting each year, any Director (except a Managing Director) whom has been appointed throughout the year must stand, and is eligible, for re‑election at the Company’s Annual General Meeting.

Mr Peter Langworthy was appointed to the Board of the Company as a non‑executive director in June 2016. Mr Langworthy has a Bachelor of Science (Geology) degree (Hons) from Macquarie University. He also has significant experience in mineral exploration and project development in Australia and internationally having worked in senior management roles for WMC Resources Limited, PacMin Mining Limited and Jubilee Mines NL.

The Directors, other than Peter Langworthy, who has an interest in resolution 3, recommend that the shareholders vote in favour of Resolution 3.

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EXPLANATORY STATEMENT

4. RESOLUTION 4 ‑ 10% PLACEMENT CAPACITY

ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued capital through placements over a 12‑month period, following approval at its Annual General Meeting (“ 10% Placement ”). This 10% Placement is in addition to the 15% placement capacity which is allowed under ASX Listing Rule 7.1.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of less than $300 million.

The Company is seeking shareholder approval to enable the Company to issue equity securities under the 10% Placement. The exact number of shares that may be issued by the Company pursuant to this resolution 4 will be determined in accordance with ASX Listing Rule 7.1A.2.

For the purpose of ASX Listing Rule 7.3A, the Company gives the following details in relation to this resolution 4:

(a) Formula for calculating the 10% Placement:

The number of equity securities which the Company may issue pursuant to this resolution 4 in accordance with ASX Listing Rule 7.1A.2 may be calculated in accordance with the following formula:

(A x D) ‑ E

Where:

A is the number of shares on issue 12 months before the date of issue or agreement to issue:

• (i) plus the number of fully paid ordinary shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of fully paid shares issued in the previous 12 months with approval of holders of shares under ASX Listing Rule 7.1 and 7.4. ‑ this does not include an issue of fully paid shares under the Company’s 15% placement capacity (which is not subject to shareholder approval);

• (iv) less the number of fully paid ordinary shares cancelled in the previous 12 months.

D is 10%.

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

(b) Price:

The minimum price at which the equity securities will not be less than 75% of the volume weighted average price of the equity securities in the same class calculated over the 15 trading days on which trades were recorded immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or

• (ii) if the securities are not issued within five trading days of the date in paragraph (i), the date on which the securities are issued.

(c) Risk of economic and voting dilution of ordinary security holders:

Any issue of equity securities under the 10% Placement will dilute the voting interests and may dilute the economic interest of members who do not receive equity securities under the issue.

The table below seeks to demonstrate the potential dilution of existing members from the issue of equity securities under the 10% Placement calculated in accordance with the formula in ASX Listing Rule 7.1A.2. The table considers the current number of shares on issue, the effect of a change in the number of shares on issue, and a variation in the issue price of shares (noting that shares may only be issued at up to a 25% discount based on the volume weighted average price of the shares calculated over the 15 trading days preceding the issue.

VOTING DILUTION

	VOTING DILUTION
	$0.10 (50%		$0.30 (50%
Number of shares	decrease in current	$0.20 (current	increase in current
on issue	Dilution variable issue price)	issue price)	issue price)
340,475,643 (current) 510,713,464 (50% increase) 680,951,286 (100% increase)	Additional 10% shares issued 34,047,564 Funds raised 3,404,756 Additional 10% shares issued 51,071,346 Funds raised 5,107,135 Additional 10% shares issued 68,095,128 Funds raised 6,809,513	34,047,564 6,809,512 51,071,346 10,214,269 68,095,128 13,619,026	34,047,564 10,214,269 51,071,346 15,321,404 68,095,128 20,428,539

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EXPLANATORY STATEMENT

This tables uses the following assumptions:

• (i) the current number of shares on issue is the shares on issue at as 21[st] October 2016;

• (ii) the current issue price is the closing price of the shares on 21[st] October 2016;

• (iii) the Company issues the maximum possible number of equity securities under the 10% Placement capacity;

• (iv) the calculations above do not show the dilution that any one member will be subject to - all members should consider the dilution caused to their own shareholding depending on their specific circumstances; and

• (v) this table does not consider any dilution which may occur subject to ASX Listing Rule 7.1.

There is a risk that:

• (i) the market price for the Company’s equity securities may be lower on the date of issue of the equity securities than on the date of the Annual General Meeting; and

• (ii) the equity securities may be issued at a price which is at a discount to the market price for the Company’s equity securities on the issue date.

(d) Date approval will expire:

The approval given pursuant to resolution 4 will expire on the earlier of:

• (i) 29[th] November 2017; or

• (ii) the date of approval by shareholders of any transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) or such longer period if allowed by the ASX.

(e) Purpose:

The Company may issue equity securities under its 10% Placement for various purposes including the following:

• (i) expansion of exploration, Feasibility Study and Environmental Impact Statement works; and

• (ii) general working capital purposes.

(f) Allocation policy:

The allottees of the equity securities to be issued under the 10% Placement have not yet been determined, however the allottees may consist of current members

or new investors or both, none of whom will be related parties of the Company.

The Company will determine the allottees at the time of issue under the 10% Placement, taking into consideration the following:

• (i) the purpose of the issue;

• (ii) alternative fund raising methods available at the time;

• (iii) the effect of the issue on the Company;

• (iv) the circumstances of the Company, financial and otherwise;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisors (if applicable).

(g) Prior approvals.

The Company did not seek approval for 10% Placement under ASX Listing Rule 7.1A at the 2015 Annual General Meeting.

(h) Voting exclusion statement:

As at the date of this notice of meeting, the Company has not invited any existing member to participate in an issue of equity securities under ASX Listing Rule 7.1A. Therefore, no existing members are excluded from voting on resolution 4.

The Directors recommend that shareholders vote in favour of resolution 4.

5. RESOLUTIONS 5 AND 6 ‑ AUDITOR RETIREMENT AND APPOINTMENT

Moyes Yong & Co have been auditors of the Company since 2009 and accordingly, have exceeded the maximum period of service and are no longer eligible to be auditors to the Company.

Moyes Yong & Co have applied to ASIC for consent to their resignation. The Company has received multiple proposals for its audit function and it was resolved by the Board to seek shareholder approval to appoint Crowe Horwath Sydney as its auditors going forward.

Pursuant to the Corporations Act , Crowe Horwath Sydney have consented to act as auditors for the Company and have not withdrawn that consent prior to the date of this notice.

The Directors recommend that shareholder vote in favour of resolutions 5 and 6.

ENQUIRIES

Shareholders are advised to contact Trent Franklin, the Company Secretary, on +61 2 8316 3997 if they have any queries in respect of the matters set out in these documents.

Silver Mines Limited ACN 107 452 942 Level 11, 52 Phillip St Sydney NSW 2000 P: +61 2 8316 3997 F: +61 2 8316 3999 E: Info@silvermines.com.au www.silvermines.com.au

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ACN 107 452 942

PROXY FORM

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ANNUAL GENERAL MEETING

I/we

of

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being a member of Silver Mines Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 11:00 am (AEDT) on 29[th] November 2016 at Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the resolutions.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 6 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of resolutions 1‑6 and that votes cast by the Chair of the Annual General Meeting for resolutions 1‑6, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on resolutions 1‑6 and your votes will not be counted in calculating the required majority if a poll is called on resolutions 1‑6.

OR

Voting on Business of the Annual General Meeting	FOR	AGAINST	ABSTAIN
Resolution 1 ‑ Adoption of Remuneration Report
Resolution 2 ‑ Election of Mr Keith Perrett
Resolution 3 ‑ Election of Mr Peter Langworthy
Resolution 4 ‑ Approval of 10% placement capacity
Resolution 5 ‑ Retirement of Auditor
Resolution 6 ‑ Appointment of Auditor

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

Signatures of Member(s):

Date:

Individual or Member 1	Member 2	Member 3
Sole Director/Company Secretary	Director	Director/Company Secretary

Contact Name:

Contact Ph (daytime):

InstRuctIOns FOR cOMPletIng ‘APPOIntMent OF PROXY’ FORM

1. ( Appointing a Proxy ): A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act ) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to GPO Box 225, Sydney NSW 2001, Australia; or

• (b) facsimile to the Company on facsimile number (+61 2) 8316 3999,

so that it is received not later than 11:00am (AEDT) on Sunday, 27[th] November 2016.

Proxy Forms received later than this time will be invalid.

Silver Mines Limited ACN 107 452 942 Level 11, 52 Phillip St Sydney NSW 2000

P: +61 2 8316 3997 F: +61 2 8316 3999 E: Info@silvermines.com.au www.silvermines.com.au