SILVER MINES LIMITED

SILVER MINES LIMITED ACN 107 452 942 NOTICE OF GENERAL MEETING

TIME: 10.30 AM (AEST) DATE: Friday, 9 October, 2015 PLACE: Level 10, 2 Bligh Street, Sydney, NSW 2000

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 8188 2556.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)

Explanatory Statement (explaining the proposed resolutions)

Glossary Proxy Form

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice relates will be held at 10.30

am (AEST) on Friday, 9 October, 2015 at Level 10, 2 Bligh St, Sydney NSW 2000.

VOTING IN PERSON

To vote in person, attend the 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 10, 2 Bligh Street, Sydney, NSW 2000 or PO Box H125, Australia Square, NSW 1215; or

(b) facsimile, to the Company on facsimile number +61 2 9235 2203,

so that it is received not later than 10.30 am (AEST) on Wednesday, 7 October, 2015.

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.30 am (AEST) on Friday, 9 October, 2015 at Level 10, 2 Bligh Street, Sydney NSW 2000. The Explanatory Statement to this Notice provides additional information on matters to be considered at the 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 that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7 p.m. (AEST) on Thursday, 8 October, 2015.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA

RESOLUTION 1: ISSUE OF SHARES TO DAVID SUTTON

To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 20,000,000 fully paid ordinary shares to David Sutton (or his nominee) at an issue price of $0.001 in consideration for director fees due and payable as at the date of this Notice on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 1 by David Sutton (or his nominee) and any associate. However, the Company need not disregard a vote if it is cast by David Sutton as a 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.

RESOLUTION 2: ISSUE OF SHARES TO DOUGLAS FLINN

To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 20,000,000 fully paid ordinary shares to Douglas Flinn (or his nominee) at an issue price of $0.001 in consideration for director fees due and payable as at the date of this Notice on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 2 by Douglas Flinn (or his nominee) and any associate. However, the Company need not disregard a vote if it is cast by Douglas Flinn as a 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.

RESOLUTION 3: ISSUE OF SHARES TO JAMES NAUGHTON

To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 50,000,000 fully paid ordinary shares in the Company to James Naughton (or his nominee) at an issue price of $0.001 in consideration for director fees due and payable as at the date of this Notice on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 3 by James Naughton (or his nominee) and any associate. However, the Company need not disregard a vote if it is cast by James Naughton as a 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.

RESOLUTION 4: ISSUE OF PLACEMENT SHARES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 857,000,000 fully paid ordinary shares in the Company at an issue price of $0.001 and issue of 428,500,000 options over these shares in the Company at an exercise price of $0.003 in consideration for loans and other payables owing by the Company as at the date of this Notice on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 4 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution 4 is passed and any associates of those persons. 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, 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.

RESOLUTION 5: ISSUE OF SHARES TO OCHRE GROUP HOLDINGS LIMITED ACN 008 877 745

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 225,000,000 fully paid ordinary shares to Ochre Group Holdings Limited ACN 008 877 745 (or its nominee or as directed by Ochre Group Holdings Limited) in consideration of fees due and payable by the Company under an agreement between the Company and Ochre Group Holdings Limited dated 26 August 2015 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 5 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. 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, 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.

RESOLUTION 6: ISSUE OF SHARES TO MALACHITE RESOURCES LIMITED ACN 075 613 268

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of a maximum number of fully paid ordinary shares in the Company being 75,000,000 to Malachite Resources Limited ACN 075 613 268 pursuant to a binding Heads of Agreement entered into between the Company and Malachite Resources Limited on 31 August 2015 on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 6 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution 6 is passed and any associates of those persons. 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, 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.

OTHER BUSINESS

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

DATED: 9 SEPTEMBER, 2015

BY ORDER OF THE BOARD

VAZRICK HOVANESSIAN COMPANY SECRETARY

SILVER MINES LIMITED

ENTITLEMENT TO VOTE

Who may vote?

Pursuant to Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purpose of the General Meeting, all Shares in the Company shall be taken to be held by the persons who held them as registered Shareholders at 7 p.m. (AEST) on Thursday, 8 October, 2015 ( Entitlement Time ).

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

Transactions registered after that time will be disregarded in determining Shareholder's entitlement to attend and vote at the General Meeting.

PROXIES

Please note that:

a Shareholder of the Company who is entitled to attend and cast a vote at the 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 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; and
if you wish to appoint two proxies, contact Company for another Proxy Form.
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 you wish to appoint a proxy, you 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 General Meeting, i.e. 10.30 AM, Wednesday, 7 October, 2015 (AEST), by delivering the Proxy Form to one of the addresses as follows:

Level 10, 2 Bligh Street, Sydney, NSW 2000 or Mailing Address: Facsimile transmission to: PO Box H125 Within Australia : 02 9235 2203 Australia Square, NSW International: +61 2 9235 2203 Australia 1215

CORPORATE REPRESENTATIVE

A corporation may appoint a representative who may attend the General 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.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.30 am (AEST) on Friday, 9 October, 2015 at Level 10, 2 Bligh Street, Sydney NSW 2000.

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.

RESOLUTIONS 1, 2 AND 3 - ISSUE OF SHARES TO DAVID SUTTON, DOUGLAS FLINN AND JAMES NAUGHTON

Resolutions 1, 2 and 3 seek Shareholder approval under ASX Listing Rule 10.11 for the issue of shares to directors of the Company.

Background

David Sutton, Douglas Flinn and James Naughton are directors of the Company ( Directors ).

As at the date of this Notice, David Sutton, Douglas Flinn and James Naughton are owed the following director fees by the Company:

Director	Outstanding Director Fees
David Sutton	$73,825
Douglas Flinn	$45,000
James Naughton	$50,000

In consideration of directors fees due and payable by the Company at the date of this Notice, the abovementioned Directors, have agreed that subject to Shareholder approval, to take part of their outstanding directors fees by way of shares in the Company. The balance of any director fees payable will be paid in cash by the Company.

As a result, the Company proposes to issue the following ordinary shares:

Director	Fees to be satisfied by way of shares	Number of Shares to be issued
David Sutton	$20,000	20,000,000
Douglas Flinn	$20,000	20,000,000
James Naughton	$50,000	50,000,000

The shares will be issued as part of and at the same price of $0.001, as shares being issued under a rights issue prospectus recently announced to the ASX ( Prospectus ). However, the shares issued to the Directors will not carry any entitlement to take options as is the case for the rights issue detailed in the Prospectus.

The Directors believe that the issue of the shares in consideration of outstanding director fees will preserve cash of the Company and encourage the Directors to add value by working to increase the value of the shares on the market.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where a company issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply to the issue of shares to the Directors.

ASX Listing Rule 19.12 defines the term “related party” to mean the same as under the Corporations Act.

Accordingly, the Directors are seeking Shareholder for the purposes of ASX Listing Rule 10.11 for the issue of shares.

Technical information required under ASX Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, the following information is provided in relation to the issue of shares to the Directors:

(a) the related parties are David Sutton, Douglas Flinn and James Naughton (or their nominees) and they are related parties by virtue of being directors of the Company;
(b) the maximum number of Shares to be granted is:
(i) 20,000,000 fully ordinary paid shares to be issued to David Sutton (or his nominee);
(ii) 20,000,000 fully paid ordinary shares to be issued to Douglas Flinn (or his nominee); and
(iii) 50,000,000 fully paid ordinary shares to be issued to James Naughton (or his nominee);
(c) the Shares being issued are fully paid ordinary shares on the same terms and conditions of the Company’s existing ordinary Shares;
(d) as the Shares are being issued in consideration of outstanding directors’ fees, the Shares will be issued to a price of $0.001 per share and the subscription proceeds will be paid by crediting a loan balance currently owed by the Company to the Directors for outstanding director fees. Accordingly no funds will be raised. However, the Company's debt will be reduced by the subscription amount;
(e) it is expected that the Shares will be issued immediately following the General Meeting and in any event, no later than 1 month after the date of the General Meeting;
(f) the funds will be used to reduce the Company's liability in relation to outstanding director fees owing to the Directors;
(g) the issue price of the Shares will be $0.001 per Share, and accordingly, the loans outstanding to each of the Directors fees will be reduced as follows:
(i) $20,000 for David Sutton;
(ii) $20,000 for Douglas Flinn;
(iii) $50,000 for James Naughton; and
(h) David Sutton, Douglas Flinn and James Naughton decline to make a recommendation to Shareholders in relation to Resolutions 1, 2 and 3 due to their material personal interest in the outcome of these resolutions.

The Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass Resolutions 1, 2 and 3.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the related parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Shares to the related parties will not reduce the Company's 15% placement capacity pursuant to ASX Listing Rule 7.1.

The Directors (other than David Sutton, Douglas Flinn and James Naughton as set out above) recommend that Shareholders vote in favour of Resolutions 1, 2 and Resolution 3.

RESOLUTION 4 – ISSUE OF SHARES AND OPTIONS TO VARIOUS PARTIES

Background

Resolution 4 seeks Shareholder approval for the issue of up to:

(a) 857,000,000 fully paid ordinary shares at an issue price of $0.001 per share ( Placement Shares ); and
(b) 428,500,000 options (one option for every two shares issued) exercisable at $0.003 with a term of two years from date of issue ( Placement Options ).

The subscription monies for the Placement Shares will be offset against monies owing by the Company. This is for outstanding fees and loans owed by the Company to the respective parties disclosed below.

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 more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.3.2 provides that if Shareholder approval is obtained to an issue of shares pursuant to ASX Listing Rule 7.1, a company will have a period of 3 months after its general meeting where Shareholder approval is obtained (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1 to issue the shares.

The issue of the Placement Shares without shareholder approval will result in the Company breaching the 15% limit referred to in ASX Listing Rule 7.1. The issue of the Placement Shares therefore depends upon shareholders passing Resolution 4.

Accordingly, the Directors seek shareholder approval for the Placement Shares and Placement Options.

Technical information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement Shares and Placement Options:

(a) the maximum number of Placement Shares to be issued is 857,000,000 and the maximum number of Placement Options to be issued is 428,500,000;
(b) it is expected that the Placement Shares and Placement Options will be issued immediately following the General Meeting and in any event, no later than 3 months after the date of the General Meeting;
(c) the issue price of each Placement Share is $0.001 and the issue price of the options is intended will be at zero cost;
(d) the Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the terms of the Placement Options are as set out in Schedule 1 to this Notice;
(f) the Placement Shares and Placement Options will be issued to the following parties:

parties:
Placee	Placement Shares (issue price of $0.001)	Placement Options (exercise price of $0.003)	Debt/Fees Owing as at date of this Notice
Chris Lawrence	250,000,000	125,000,000	$250,000
Raxigi Pty Limited1	40,000,000	20,000,000	$ 40,000
Shane Pentony	7,500,000	3,750,000	$ 7,500
Caeserina Isabela Favot	50,000,000	25,000,000	$ 50,000
Bruno Peter Dalsoglio	55,000,000	27,500,000	$ 55,000
Balmoral Dreams Pty Ltd	100,000,000	50,000,000	$ 100,000
STB Projects Pty Ltd	9,500,000	4,750,000	$ 9,500
Cen Pty Ltd	25,000,000	12,500,000	$ 25,000
Evofund	60,000,000	30,000,000	$ 60,000
Jathro Pty Ltd	15,000,000	7,500,000	$15,000
Robert Kent	60,000,000	30,000,000	$ 60,000

1 Vaz Hovanessian, the Company's company secretary is the sole director and company secretary of Raxigi Pty Limited.

Placee	Placement Shares (issue price of $0.001)	Placement Options (exercise price of $0.003)	Debt/Fees Owing as at date of this Notice
Alan McChesney	60,000,000	30,000,000	$ 60,000
Christian A Burtscher	50,000,000	25,000,000	$ 50,000
Michael R Burtscher	25,000,000	12,500,000	$ 25,000
Richard Alexander Riddell	20,000,000	10,000,000	$ 20,000
Jonathan Gurnsey	20,000,000	10,000,000	$ 20,000
Bill Greville Superfund Pty Ltd	10,000,000	5,000,000	$ 10,000
ATF Bill Greville Superfund
Total	857,000,000	428,500,000

Following the issue of shares, the amounts owing to the above placees will be nil.

Importantly, the Placement Shares and Placement Options have been offered and will be issued with disclosure under the Prospectus and if approved, it is intended that the Placement Shares and Placement Options will be issued during the period in which offers of 'New Shares' and 'New Options' under the Prospectus are still open for acceptance.

The Directors recommend that the Shareholders vote in favour of Resolution 4.

RESOLUTION 5: ISSUE OF SHARES TO OCHRE GROUP HOLDINGS LIMITED ACN 008 877 745

Background

Resolution 5 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of shares to Ochre Group Holdings Limited.

The Company has agreed to issue Ochre Group Holdings Limited (or its nominee or as directed by Ochre Group Holdings Limited) 225,000,000 ordinary fully paid shares ( Ochre Shares ) as consideration for payment of consultancy services in relation to the Conrad Silvers Project.

The Ochre Shares will be issued only after the completion of the acquisition of the Conrad Silvers Project by the Company. Detail relating to the Conrad Silver Project is set out in the Prospectus as announced to on the ASX (ticker SVL).

ASX Listing Rule 7.1

Refer to Resolution 4 which sets out the requirements under ASX Listing Rule 7.1.

The issue of the Ochre Shares without shareholder approval will result in the Company breaching the 15% limit referred to in ASX Listing Rule 7.1. The issue of the Ochre Shares therefore depends upon shareholders passing Resolution 5.

Accordingly, the Directors seek shareholder approval for the ochre Shares.

Technical information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

(a) the maximum number of Ochre Shares to be issued is 225,000,000 Shares;
(b) the issue price of each Share is $0.001;
(c) the Ochre Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) it is expected that the Ochre Shares will be issued immediately following the completion of the Conrad Silver Project and in any event, no later than 3 month after the date of the General Meeting (assuming the Conrad Silver Project completes);
(e) no funds will be raised from the issue of the Ochre Shares under Resolution 5 as the Ochre Shares will be issued as consideration for the payment of the corporate advisory fee of $225,000 in connection with the Conrad Project acquisition; and
(f) Nathan Featherby, declines to make a recommendation to Shareholders in relation to Resolution 5 due to the material personal interest in the outcome of Resolution 5.

The Directors (other than Nathan Featherby) recommend that the Shareholders vote in favour of Resolution 5.

RESOLUTION 6 – ISSUE OF SHARES TO MALACHITE RESOURCES LIMITED ACN 075 613 268

Background

On 17 June 2015, the Company announced that it had exercised its option under a Memorandum of Understanding with Malachite Resources Limited ( MAR ) to acquire the Conrad Silver Project. On 31 August 2015, the Company also entered into a binding Heads of Agreement for the acquisition of the Conrad Silver Project.

As part of the payment arrangement for the Conrad Silver Project, the Company has agreed to issue ordinary shares in the Company to MAR (subject to any regulatory approvals) which total the value of $125,000 ( MAR Shares ).

ASX Listing Rule 7.1

Refer to Resolution 5 which sets out the requirements under ASX Listing Rule 7.1.

The issue of the MAR Shares without shareholder approval will result in the Company breaching the 15% limit referred to in ASX Listing Rule 7.1. The issue of the MAR Shares therefore depends upon shareholders passing Resolution 6.

Accordingly, the Directors seek shareholder approval for the MAR Shares.

Technical information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

(a) the maximum number of MAR Shares to be issued is 75,000,000 (assuming the issue price is the lower share price as set out below);
(b) the issue price will be calculated as the lower of the 5 day volume weighted average price of the Company's shares over the 5 trading days immediately prior to the day of completion of the Conrad Silver Project or $0.002;
(c) the MAR Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the MAR shares will be issued shortly after completion, being the earlier of 30 October 2015 and the date the Company issues shares under the Rights Issue (refer to the Prospectus for further information). This date is within 3 months of the date of the General Meeting; and
(e) the share issue will not raise funds but for part of the consideration for the purchase of the Conrad Silver Project.

The Directors recommend that the Shareholders vote in favour of Resolution 6.

ENQUIRIES

Shareholders are required to contact Vaz Hovanessian on +61 02 8188 2556 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

AEST means Australian Eastern Standard Time.

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Securities Exchange Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day has the meaning given to that term in the ASX Listing Rules.

Company means Silver Mines Limited ACN 107 452 942.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means Corporations Regulations 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

MAR means Malachite Resources Limited ACN 075 613 268.

Notice or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Ochre means Ochre Group Holdings Limited ACN 008 877 745.

Ochre Shares means the 225,000,000 shares being issued to Ochre.

Option means an option to acquire a Share in the company on the terms set out in Schedule 1 of the Explanatory Statement.

Prospectus means the prospectus to be lodged or recently lodged in respect of a 4 for 1 rights issue by the company.

Proxy Form means the proxy form accompanying this Notice.

Resolutions means the resolutions set out in this Notice of Meeting or any one of them, as the context requires.

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

Shareholder means a holder of a Share in the Company.

SCHEDULE 1 – TERMS OF THE PLACEMENT OPTIONS

(a) Each Option gives the Option holder the right to subscribe for one Share. To obtain the right given by each Option, the Option holder must exercise the Options in accordance with the term and conditions of the Options.
(b) The commencement date ( Commencement Date ) for the exercise of the Options shall be the date of issue.
(c) The Options will, except to the extent earlier exercised, expire at 5:00pm (Sydney time) on 13 October 2017 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The exercise price for each Option shall be $0.003 ( Exercise Price ).
(e) The Option exercise period shall be the period commencing on the Commencement Date of the relevant Options and expiring on the Expiry Date of the relevant Options ( Exercise Period ).
(f) The Options will be freely transferable.
(g) The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise specifying the number of Options being exercised together with a cheque for the exercise price to the Company ( Exercise Notice ) at any time during the Option Exercise Period.
(h) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(i) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Price.
(j) The Company will apply for quotation of the Options on ASX.
(k) All Shares allotted upon exercise of Options will upon allotment rank pari passu in all respects with the then issued ordinary shares of the Company.
(l) If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
(m) Other than pursuant to term (l), an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the option can be exercised.
(n) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of securities of the Company offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 4 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(o) If there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
(p) The terms of the Options shall only be changed if holders of ordinary shares in the Company who are not excluded from voting approve of such a change. However, the terms of the Options cannot be changed to reduce the exercise price, increase the number of Options or change any period for exercise of the Options.
(q) If at any time a meeting of holders of Options is required or proposed, the rules applicable to the convening and holding of, and voting at, a general meeting of the Company will apply so far as they are capable of application (and with all necessary changes) to that meeting on the basis that on a poll a holder is entitled to 1 vote for each Option held.

PROXY FORM

APPOINTMENT OF PROXY SILVER MINES LIMITED

GENERAL MEETING

I/We of

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

Appoint

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

or failing the person so named or, if no person is named, the Chair of the 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 General Meeting to be held at 10.30 am (AEST) on Friday, 9 October, 2015 at Level 10, 2 Bligh Street, Sydney NSW 2000, 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 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 General Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 1and that votes cast by the Chair of the General Meeting for Resolution 1, 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 Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1.

OR

Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1 – Issue of Shares to David Sutton Resolution 2 – Issue of shares to Doug Flinn Resolution 3 – Issue of Shares to James Naughton Resolution 4– Issue of Placement Shares Resolution 5 – Issue of shares to Ochre Group Holdings Limited ACN 008 877 745 Resolution 6– Issue of shares to Malachite Resources Limited ACN 075 613 268

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 to be counted in computing the required majority on a poll.

Signature of Member(s):	Date: ____
Individual or Member 1	Member 2	Member 3

Sole Director/Company	Director	Director/Company Secretary
Secretary
Contact Name: _____ Contact Ph (daytime): _____

ACN 107 452 942

Instructions for Completing ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A member entitled to attend and vote at a 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.
( 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 should 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 General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the 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 General Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Level 10, 2 Bligh Street, Sydney, NSW 2000 or PO Box H12, Australia Square, NSW 1215; or
(b) facsimile to the Company on facsimile number (+61 2) 9235 2203,
(c) so that it is received not later than 10.30 am (AEST) on Wednesday, 7 October, 2015.

Proxy Forms received later than this time will be invalid.

AI assistant

SILVER MINES LIMITED — Proxy Solicitation & Information Statement 2015

65881_rns_2015-09-08_2cd2ac73-1346-428a-8963-6b090eeabfff.pdf