TALONX RESOURCES LIMITED — AGM Information 2019

Oct 27, 2019

28 October 2019

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ASX CODE: MTB

NOTICE OF ANNUAL GENERAL MEETING/EXPLANATORY STATEMENT

The attached Notice of AGM and Proxy Form was mailed to shareholders on 25 October 2019.

ACN: 009 067 476 8/800 Albany Hwy East Victoria Park Western Australia 6101 Tel: (61 8) 9355 0123 Fax: (61 8) 9355 1484 mtb@mountburgess.com www.mountburgess.com

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ACN: 009 067 476

NOTICE OF ANNUAL GENERAL MEETING

The 2019 Annual General Meeting of Mount Burgess Mining N.L will be held at the offices of the Company, Unit 8/800 Albany Highway, East Victoria Park, Western Australia 6101, at 3 pm on Thursday 28 November 2019

AGENDA

BUSINESS

An Explanatory Statement containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting

GENERAL BUSINESS

Financial Report for the Year ended 30 June 2019

To receive the financial statements, Directors’ report and auditor’s report for Mount Burgess Mining NL and its controlled entities for the year ended 30 June 2019.

ORDINARY RESOLUTIONS

1 - Adoption of Remuneration Report

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2019.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement:

In accordance with section 250R (4) of the Act, no member of the key management personnel of the Company or a closely related party of such a member may vote on Resolution 1.

However, in accordance with the Act, a person described above may vote on Resolution 1 if:

• It is cast by such person as proxy for a person who is permitted to vote, in accordance with the direction specified on the proxy form how to vote; or

• It is cast by the Chairman as proxy for a person who is permitted to vote, in accordance with an express direction specified on the proxy form to vote as the proxy decides.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 1, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 1.

2 - Ratification of Previous Issue of Securities to Sophisticated and Professional Investors – June 2019 made under Listing Rule 7.1

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

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“that for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 9,250,000 shares to Sophisticated and Professional investors at 0.4 of one cent each, for the purpose and terms set out in the Explanatory Statement which accompanies the notice convening this meeting.”

(The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• any person who participated in the issue or

• an associate of that person.

However, the Company need 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 form to vote as the proxy decides.)

3 - Ratification of Previous Issue of Securities to Sophisticated and Professional Investors – August 2019 made under Listing Rule 7.1

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

“that for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 35,000,000 shares to Sophisticated and Professional investors at 0.2 of one cent each, for the purpose and terms set out in the Explanatory Statement which accompanies the notice convening this meeting.”

(The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• any person who participated in the issue or

• an associate of that person.

However, the Company need 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 form to vote as the proxy decides.)

4 - Re-election of Director – Mr Harry Warries

“That, for all purposes, Mr Harry Warries, who retires in accordance with Listing Rule 14.4 and Clause 13.6 of the Constitution, being eligible and offering himself for re-election, be elected as a Director of the Company with immediate effect.”

5 - Re-election of Director – Ms Karen Clark

“That, for all purposes, Ms Karen Clark, who retires in accordance with Listing Rule 14.4 and Clause 13.6 of the Constitution, being eligible and offering herself for re-election, be elected as a Director of the Company with immediate effect.”

6 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

"that, pursuant to and in accordance with 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 the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period on the terms and condition set out in the Explanatory Statement."

The Company will disregard any votes cast in favour of this Resolution by or on behalf of :

• a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), and any associates of those persons.

However, the Company will not disregard a vote if:

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• 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.

Electronic Annual Report

Shareholders are advised that the Company’s 2019 Annual Report is now available in pdf format to view/download at http://www.mountburgess.com

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, a certificate of appointment of corporate representative should be completed and lodged in the manner specified below.

The Proxy Form (and any Power of Attorney under which it is signed) must be sent or delivered, or sent by facsimile to either the Company’s Registered Office (Fax No. 08 9355 1484 – 8/800 Albany Highway, East Victoria Park, Western Australia 6101, or the offices of Advanced Share Registry Services - 150 Stirling Highway, Nedlands, Western Australia 6009. Please note that all Proxy Forms must be received at either of the above addresses not later than 48 hours before the commencement of the meeting - 3 p.m. on 26 November 2019 WST. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Entitlement to vote

The Board has determined that for the purpose of determining entitlements to attend and vote at the meeting, shares will be taken to be held by the persons who are the registered holders at 3 pm (WST) on 26 November 2019. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Corporate Representative

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

By Order of the Board of Directors

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Company Secretary Mount Burgess Mining N.L. 18 October 2019

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s 2019 Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting. This Explanatory Statement is intended to be read in conjunction with the Notice of Meeting.

In accordance with the Company’s Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

As a Shareholder you are entitled to submit written questions to the auditor prior to the Annual General Meeting provided that the question relates to:

• The content of the auditor’s report; or

• The conduct of the audit in relation to the financial report

All written questions must be sent to the Company and may not be sent directly to the auditor. The Company will then forward all questions to the auditor.

The auditor will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:

• The conduct of the audit;

• The preparation and content of the auditor’s report;

• The accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• The independence of the auditor in relation to the conduct of the audit.

The auditor will also answer written questions submitted prior to the Annual General Meeting.

The Company does not provide a hard copy of the Company’s annual financial report unless specifically requested to do so. Shareholders may view the Company’s annual financial report on its website at www.mountburgess.com.

Under Resolution 1 the Company is seeking shareholders to vote on an advisory resolution that the Remuneration Report be adopted. Further detailed information is provided under Item 1 of this Explanatory Statement.

Under Resolution 2 the Company is seeking Shareholder ratification of a previous issue of securities made under Listing Rule 7.1. Further detailed information as required under LR 7.5 is provided under Item 2 of this Explanatory Statement.

Under Resolution 3 the Company is seeking Shareholder ratification of a previous issue of securities made under Listing Rule 7.1. Further detailed information as required under LR 7.5 is provided under Item 3 of this Explanatory Statement.

Under Resolution 4 the Company is seeking shareholder approval for the re-election of a director. More details are provided under Item 4 of this Explanatory Statement.

Under Resolution 5 the Company is seeking shareholder approval for the re-election of a director. More details are provided under Item 5 of this Explanatory Statement.

Under Resolution 6 the Company is seeking shareholder approval for a 10% Placement Facility in terms of ASX Listing Rule 7.1A and further details are given under Item 6 of this Explanatory Statement.

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1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

The remuneration report of the Company for the financial year ended 30 June 2019 is set out in MTB’s 2019 Annual Report which is available on MTB’s website: www.mountburgess.com.

The remuneration report sets out the Company’s remuneration arrangements for Directors. The Chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the remuneration

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report at the meeting. In addition, shareholders will be asked to vote on the remuneration report. The resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act 2001, if 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

The Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report and encourages all shareholders to cast their votes on Resolution 1.

1.2 Voting Restrictions where Proxy is Chairman or Key Management Personnel

In accordance with section 250R (4) of the Act, no member of the key management personnel of the Company or a closely related party of such a member may vote on Resolution 1.

However, in accordance with the Act, a person described above may vote on Resolution 1 if:

• It is cast by such person as proxy for a person who is permitted to vote, in accordance with the direction specified on the proxy form how to vote; or

• It is cast by the Chairman as proxy for a person who is permitted to vote, in accordance with an express direction specified on the proxy form to vote as the proxy decides.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 1, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 1.

1.3 Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;

(b) a child of the member’s spouse;

(c) a dependent of the member or the member’s spouse;

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2019.

2. RESOLUTION 2 - RATIFICATION OF A PREVIOUS ISSUE OF SECURITIES UNDER LISTING RULE 7.1 TO SOPHISTICATED AND PROFESSIONAL INVESTORS IN JUNE 2019

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 to 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 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1. Shareholder approval can be obtained either before or after the equity securities are issued.

Resolution 2 is an ordinary resolution under which the Company seeks approval from Shareholders for and ratification of 9,250,000 ordinary fully paid shares as detailed below to Sophisticated and Professional Investors. The Company

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confirms that the issue did not breach the Company’s 15% placement capacity under ASX Listing Rule 7.1 at that time. The following information is provided in accordance with ASX Listing Rule 7.5.

No. of Securities Issued: 9,250,000 ordinary shares. Issue Price: 0.4 of one cent per share Issue Date: 14 June 2019 Use of Proceeds: The Company has applied funds raised in the above placement towards mineralogical and metallurgical test work conducted for resource development of its Kihabe Zinc/Lead/Silver/Vanadium and Germanium project in Botswana, together with corporate administration costs. Terms of Securities: All shares were issued as fully paid ordinary shares ranking equally with existing shares. Quotation on the ASX was sought and obtained. Allottee: The shares were issued to Sophisticated and Professional Investors as follows: Cen Pty Ltd Armuk Pty Ltd Graham Forward Pty Ltd None of the allottees were Related Parties. Recommendation: The Board believes that the ratification of these issues is beneficial for the Company. The Board unanimously recommends Shareholders vote in favour of Resolution 2, as it allows the Company to ratify the above issues of Shares and retain the flexibility to issue the maximum number of equity securities permitted under Listing Rule 7.1 without Shareholder approval.

3. RESOLUTION 3 - RATIFICATION OF A PREVIOUS ISSUE OF SECURITIES UNDER LISTING RULE 7.1 TO SOPHISTICATED AND PROFESSIONAL INVESTORS IN AUGUST 2019

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 to 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 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1. Shareholder approval can be obtained either before or after the equity securities are issued.

Resolution 3 is an ordinary resolution under which the Company seeks approval from Shareholders for and ratification of 35,000,000 ordinary fully paid shares as detailed below to Sophisticated and Professional Investors. On 29 July 2019 the Company announced a proposed issue of securities of up to 62,131,908 ordinary shares and at that time had secured commitments for 32,500,000. The final amount in this issue was 35,000,000 shares. The Company confirms that the issue did not breach the Company’s 15% placement capacity under ASX Listing Rule 7.1 at that time. The following information is provided in accordance with ASX Listing Rule 7.5.

No. of Securities Issued: 35,000,000 ordinary shares. Issue Price: 0.2 of one cent per share Issue Date: 6 August 2019 Use of Proceeds: The Company has applied funds raised in the above placement towards mineralogical and metallurgical test work conducted for resource development of its Kihabe Zinc/Lead/Silver/Vanadium and Germanium project in Botswana together with corporate administration costs.

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Terms of Securities:

All shares were issued as fully paid ordinary shares ranking equally with existing shares. Quotation on the ASX was sought and obtained.

Allottee:

The shares were issued to Sophisticated and Professional Investors as follows:

J A Hardie Uday Kumar Ratilal Raniga Armuk Pty Ltd Cen Pty Ltd Mr P Page Mr O S and Mrs J A Messenger

None of the allottees were Related Parties.

Recommendation:

The Board believes that the ratification of these issues is beneficial for the Company. The Board unanimously recommends Shareholders vote in favour of Resolution 3, as it allows the Company to ratify the above issues of Shares and retain the flexibility to issue the maximum number of equity securities permitted under Listing Rule 7.1 without Shareholder approval.

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – HARRY WARRIES

In accordance with Listing Rule 14.4 and the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last reappointment or, if the Directors have been in office for an equal length of time, by agreement. Mr Harry Warries retires by rotation at this meeting and, being eligible, offers himself for re-election.

Harry Warries Non Executive Director

Mr Warries is a Fellow of the AusIMM and prior to setting up his own mining consultancy business, Mining Focus Consultants Pty Ltd in 2015, Harry was the Mining Manager at Coffey Mining, Perth, Western Australia.

During his career, Harry has worked on a wide range of projects, including a number of major feasibility studies, such as Roy Hill Iron Ore Project in Western Australia, the Central Eyre Iron Project in South Australia, the Etango Uranium Project in Namibia, the Mako Gold Project in Senegal as well as a wide range of other projects in Africa, Asia and Australia.

Harry has provided mining engineering services relative to copper, nickel, cobalt, gold, lead, zinc and graphite projects, as well as conducting numerous due diligence studies and technical audits. He has also been lead author of numerous Technical Reports requiring compliance with the Canadian NI43 – 101 reporting requirements.

The Board (other than Mr Warries) recommends that Shareholders support the resolution re-electing Mr Warries as a director of the Company.

5. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – KAREN CLARK

In accordance with Listing Rule 14.4 and the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last reappointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement. Ms Clark retires by rotation at this meeting and, being eligible, offers herself for re-election.

Karen Clark

Non-Executive Director

Following employment with the British Institute of Management, Karen Clark joined Gresham House plc in 1974. Gresham House was involved in asset management and investment trusts. Karen was Company Secretary to fifty companies as well as Director of some forty companies, alongside previous Director of Mount Burgess Mining Fred Stirling until 2008. Since 2008, Karen has been Company Secretary of six Companies and a Director of a number of companies with Fred Stirling. The Board (other than Ms Clark) recommend that Shareholders support the resolution re-electing Ms K Clark as a director of the Company.

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6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT FACILITY (SPECIAL RESOLUTION)

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after approval at the Annual General Meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An “Eligible Entity” for the purposes of Listing Rule 7.1A is an entity which, as at the date of the relevant special resolution passed for the purposes of rule 7.1A, (excluding restricted securities and securities quoted on a deferred settlement basis) is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. As at the date of preparation of this Notice, 7 October 2019, the Company’s market capitalisation for this purpose is $2,080,518 and the Company expects to be an Eligible Entity at the time of the Meeting.

The Company is now seeking shareholder approval to have the ability, by way of a special resolution, to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to 4.2 (c) below).

The Company will apply funds raised to administration costs as well as to exploration and resource development activities on its Kihabe Zn/Pb/Ag/V/Ge Project in Western Ngamiland, Botswana.

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6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company currently has only one class of quoted Equity Securities on issue being the Ordinary Shares in the Company.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

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

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

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

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity .

D

is 10%

E is the number of Equity Securities issued or agreed to be issued under 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 Listing Rule 7.1 or 7.4.

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(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At 7 October 2019, the date of preparation of this Notice, the Company has on issue 520,129,391 Equity Securities. It therefore has a capacity to issue:

• (i) 78,019,409 Equity Securities under Listing Rule 7.1 subject to approval being granted by shareholders under Resolutions 2 and 3 of this Annual General Meeting of the Company and;

• (ii) 52,012,939 Equity Securities under Listing Rule 7.1A subject to approval being granted by shareholders under Resolutions 2 and 3 of this Annual General Meeting of the Company.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer 6.2(c) above).

(e) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or

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

6.3 Listing Rule 7.1A

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

6.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class 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 Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) If Resolution 6 is approved by shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing shareholders’ voting power in the Company will be diluted as shown in Table 1 below. There is a risk that:

• (i) the market price of the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

Table 1 shows the risk of economic and voting the dilution of existing Shareholders on the basis of the market price of the Shares as at the preparation of this Notice of Annual General Meeting (7 October 2019) and the number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

Table 1 also shows:

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• (i) Two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) Two examples showing where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Table 1

Table 1
Variable “A” in Listing Rule 7.1A.2			**Dilution **
		$0.002 50% decrease in issue price	$0.004 issue price	$0.008 100% increase in issue price
520,129,391 Current Variable A	10%VotingDilution	52,012,939 shares	52,012,939 shares	52,012,939 shares
	FundsRaised	$104,026	$208,052	$416,104
780,194,086 50% increase in Current Variable A	10% Voting Dilution	78,019,408 shares	78,019,408 shares	78,019,408 shares
	Funds Raised	$156,039	$312,078	$624,156
1,040,258,782 100% increase in Current Variable A	10% Voting Dilution	104,025,878 shares	104,025,878 shares	104,025,878 shares
	Funds Raised	$208,052	$416,104	$832,208

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Listed Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.004, being the closing price of the Shares on ASX as of 7 October 2019, the date of preparation of this notice.

(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

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• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards the exploration and resource development activities at its existing project and/or for acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-bycase basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable)

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resource assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resource assets or investments.

(e) The Company was previously granted approval for a 10% Placement Facility under LR7.1A at its Annual General Meeting held on 29 November 2018.

In accordance with LR7.3A.6, the Company provides the following information:

LR7.3A.6(a).

• The total number of equity securities issued in the 12 months preceding the date of the meeting amounted to 78,050,000 representing 15% of the total number of Equity Securities on issue. These were issued under LR7.1, the 15% placement facility, and in compliance with LR 10.11.

LR7.3A.6(b).

• The 78,050,000 ordinary shares were made in three separate issues.

• The above shares were issued as fully paid ordinary shares, ranking equally with existing shares. Quotation on the ASX was sought and obtained.

• 54,050,000 of shares were issued to Sophisticated and Professional Investors as shown in Table 2 below and none of those allottees were related parties.

• The remaining 24,000,000 shares were issued in compliance with Listing Rule 10.11 to Directors of the Company in lieu of fees for the period 1 January 2017 to 31 December 2018.

Table 2

Table 2
Date	Applicant	Shares applied for LR7.1 (15%)	Shares Applied for LR7.1A (10%)	Shares issued in compli- ance with LR10.11	Price ($)	Discount/ Premium to market price	Cash con- sideration $	Use of funds
25/02/2019	Sophisticated and Professional Investors as follows: Cen Pty Ltd Alison Fay and Peter Murray Davies Mr Robert and Mrs Jennifer Barwick Mrs Jane Ann and Mr Oliver Sydney Messenger Robert Frederick Barber Armuk Pty Ltd Michael Damien Murphy Coldstream Capital PtyLtd	9,800,000			0.005	66.67% premium	$49,000	100% resource develop- ment and Corporate costs

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1/05/2019	Directors of MTB and its subsidiary companies as follows: K Clark, S Chau, J Forrester, C Campbell-Hicks and H Warries			24,000,000	0.003	NIL	$72,000	In lieu of directors’ fees
14/06/2019	Sophisticated and Professional Investors as follows: Cen Pty Ltd Armuk Pty Ltd Graham Forward Pty Ltd	9,250,000*			0.004	33.33% Premium	$37,000	100% resource develop- ment and Corporate costs
6/08/2019	Sophisticated and Professional Investors as follows: Mr J A Hardie Uday Kumar Ratilal Raniga Armuk Pty Ltd Cen Pty Ltd Mr P Page Mr O S and Mrs J A Messenger	35,000,000*			0.002	nil	$70,000	100% to exploration and Corporate costs
	TOTAL	54,050,000		24,000,000

* Ratification of this issue being sought under Resolution 2/3 of this Annual General Meeting.

(f) A voting exclusion statement is included in the Notice of Meeting. At the date of the Notice of Meeting, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

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ACN: 009 067 476 8/800 Albany Hwy East Victoria Park Western Australia 6101 Tel: (61 8) 9355 0123 Fax: (61 8) 9355 1484 mtb@mountburgess.com www.mountburgess.com

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SHAREHOLDER PROXY FORM

A.C.N. 009 067 476

LODGE YOUR FORM  By Mail: Company Secretary C/o Advanced Share Registry Services P O Box 1156 Nedlands, Western Australia 6909  By Fax : +61 8 9355 1484  All enquiries to: +61 8 9355 0123

Proxy forms will only be valid and accepted by Mount Burgess Mining N.L. if they are signed and received no later than 48 hours before the meeting i.e. by 3.00 pm on Tuesday 26 November 2019. PLEASE READ VOTING INSTRUCTIONS OVERLEAF BEFORE MARKING ANY BOX

STEP 1 APPOINTMENT OF PROXY
I/We being a member(s) of the Company and entitled to attend and vote at the Meeting hereby: appoint the Chairman of the meeting Or failing the person/body corporate named, or if no person/body corporate is named, the Chair or the Chair’s nominee of the meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 3 pm on Thursday 28 November 2019, at the Registered Office of the Company 8/800 Albany Highway, East Victoria Park, and at any adjournment or postponement of the meeting. Chair of the Meeting authorised to exercise undirected proxies on Resolution 1(Approval of Remuneration Report): If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 1 even though this resolution is in relation to the Remuneration Report and connected with the remuneration of Key Management Personnel of the Company, including the Chair. The Chair of the Meeting intends to vote all undirected proxies in favour of all resolutions. If you have appointed the Chair of the Meeting as your proxy (or the Chair of the Meeting becomes your proxy by default), and you wish to give the Chair specific voting directions on an item, you should mark the appropriate box opposite those items in Step 2 below (directing the Chair to vote for, against or to abstain from voting). STEP 2 VOTING DIRECTIONS FOR YOUR PROXY ORif you areNOTappointing the Chairman of the Meeting as your proxy, please write the name of the Person or body corporate (excluding the registered Shareholder) you are appointing as your proxy here Please place an ‘X’ or tick in the appropriate voting box below to indicate your directions. Ordinary Business SAMPLE
For Against Abstain
Resolution 1 Adoption of Remuneration Report   
Resolution 2 Ratification of Previous Issue of Shares – June 2019   
Resolution 3 Ratification of Previous Issue of Shares – August 2019   
Resolution 4 Re-election of Director- -Mr Harry Warries   
Resolution 5 Re-election of Director – Ms Karen Clark   
Resolution 6 Approval of 10% Placement Facility(Special Resolution)   

The Chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions .

 If you mark the Abstain box for a particular item of business, your votes will not be counted in computing the required majority on a poll.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

(Individual) or Joint Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the Shareholder. If a joint holding, any of the Shareholders may sign. If signed by the Shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the Company’s constitution and the Corporations Act 2001 (Cth).

HOW TO COMPLETE THIS PROXY FORM

Appointment of Proxy – STEP 1

To appoint a second proxy you must:

If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in the space provided in STEP 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares the proxy appointed by that form may exercise. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Votes on Resolutions – STEP 2

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate voting box. If you do not mark any of the boxes, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

• (b) return both forms together.

Signing Instructions – STEP 3

You must sign this form as follows in the spaces provided:

Individual : where the holding is in one name, the holder must sign

Joint Holding : where the holding is in more than one name, all the shareholders should sign

Power of Attorney : to sign under Power of Attorney, you must have already lodged the Power of Attorney with the Company’s Share Registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

The Chairman of the meeting may exercise the proxy in relation already lodged the Power of Attorney with the Company’s Share to Resolution 1 even though the resolution is connected with Registry. If you have not previously lodged this document for remuneration of members of Key Management Personnel. The notation, please attach a certified photocopy of the Power of Chairman of the meeting intends to vote undirected Attorney to this form when you return it. proxies in favour of all Resolutions. Companies : where the company has a sole director who is also the Key Management Personnel of Mount Burgess Mining N.L. are sole company secretary, this form must be signed by that person. If the Directors and those persons having authority and the company (pursuant to section 204A of the responsibility for planning, directing and controlling the activities 2001 (Cth)) does not have a company secretary, a sole director can of Mount Burgess Mining N.L., directly or indirectly. The also sign alone. Otherwise this form must be signed by a director Remuneration Report identifies Mount Burgess Mining N.L.’s jointly with either another director or a company secretary. Please Key Management Personnel for the financial year to 30 June indicate the office held by signing in the appropriate place. 2019. Their closely related parties are defined in the Corporate Representatives Corporations Act 2001 (Cth), and include certain of their family If a representative of the corporation is to attend the meeting a members, dependants and companies they control. “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the instructions set If you mark the Abstain box for a particular item of business, out in the Notice of Meeting. A form of the certificate may be your votes will not be counted in computing the required obtained from the Company’s share registry. majority on a poll. Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form. _________________ STEP 4 - Lodgement of your Proxy Form This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3.00 pm WST on Tuesday 26 November 2019, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting. Voting Forms may be lodged as follows:  By Mail: Company Secretary C/o Advanced Share Registry Services PO Box 1156. NEDLANDS WA 6909 OR to: Company Secretary Mount Burgess Mining N.L. 8/800 Albany Highway EAST VICTORIA PARK WA 6101  By Fax: +61 9355 1484  By Hand: delivering it to Advanced Share Registry Services, 150 Stirling Highway, Nedlands, WA 6009. OR to: the Company’s Registered Office, Unit 8, Level 1, 800 Albany Highway, East Victoria Park, WA, 6101

Companies : where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 (Cth)) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the instructions set out in the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.

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This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3.00 pm WST on Tuesday 26 November 2019, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.