TARUGA MINERALS LIMITED — Proxy Solicitation & Information Statement 2018

Apr 30, 2018

TARUGA GOLD LIMITED ACN 153 868 789

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 10am DATE : Friday 1 June 2018 PLACE : Unit 5, Ground Floor, 1 Centro Avenue Subiaco WA 6008

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9486 4036.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TARUGA GOLD LIMITED ACN 153 868 789

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Taruga Gold Limited will held on Friday 1 June 2018 at 10am (WST) at Unit 5, Ground Floor, 1 Centro Avenue, Subiaco WA 6008.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form 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 Meeting are the holders of Shares in the Company at 5pm (WST) on Wednesday 30 May 2018 .

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

AGENDA

Resolution 1 – Ratification of Placement

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 10,900,000 Shares issued pursuant to ASX Listing Rule 7.1, at an issue price of 10 cents each and raising $1,090,000 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast if favour of this resolution by the parties who participated in the issue as noted in the Explanatory Memorandum or any associate of them. 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.

Resolution 2 – Participation of Gary Steinepreis in the Placement

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue 1,000,000 Placement Shares on the same terms and conditions as the other participants in the Placement to Gary Steinepreis (or his nominee) to raise up to $100,000.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by Gary Steinepreis (or his nominee), or any associate of him. 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.

Resolution 3 – Participation of Mark Gasson in the Placement

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue 1,600,000 Placement Shares on the same terms and conditions as the other participants in the Placement to Mark Gasson (or his nominee) to raise up to $160,000.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by Mark Gasson (or his nominee), or any associate of him. 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.

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Resolution 4 – Issue of Related Party Performance Rights to Mark Gasson

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

“That, for the purposes of section 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 4,500,000 Performance Rights to Mark Gasson or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of by Mark Gasson (or his nominee), or any of their associates ( Resolution 4 Excluded Party ). 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, provided the Chair is not a Resolution 4 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 4 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 5 – Issue of Related Party Performance Rights to Bernard Aylward

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

“That, for the purposes of section 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Bernard Aylward or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of by Bernard Aylward (or his nominee), or any of their associates ( Resolution 5 Excluded Party ). 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, provided the Chair is not a Resolution 5 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 6 – Issue of Related Party Performance Rights to Gary Steinepreis

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

“That, for the purposes of section 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Gary Steinepreis or his nominee, on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of by Gary Steinepreis (or his nominee), or any of their associates ( Resolution 6 Excluded Party ). 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, provided the Chair is not a Resolution 6 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 7 – Issue of Related Party Performance Rights to Sheena Eckhof

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

“That, for the purposes of section 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Ms Sheena Eckhof or her nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of by Sheena Eckhof (or her nominee), or any of their associates ( Resolution 7 Excluded Party ). 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, provided the Chair is not a Resolution 7 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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Resolution 8 – Issue of Performance Rights to Daniel Smith

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Daniel Smith or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by Daniel Smith (or his nominee), or any associate of him. 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.

Resolution 9 – Resolution 9 - Issue of Performance Rights to Jamie Anderson

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Jamie Anderson or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by Jamie Anderson (or his nominee), or any associate of him. 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.

Resolution 10 –Issue of Performance Rights to Rhett Brans

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Rhett Brans or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by Rhett Brans (or his nominee), or any associate of him. 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.

Resolution 11 – Approval to issue Shares to Klaus Eckhof

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Shares to Klaus Eckhof (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of resolution by Klaus Eckhof (or his nominee), or any associate of him. 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.

Resolution 12 – Approval to issue Shares to Mark Gasson

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue 6,000,000 Shares to Mark Gasson (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion

The Company will disregard any votes cast in favour of resolution by Mark Gasson (or his nominee), or any associate of him. 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.

Resolution 13 – Section 195 Approval

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

“That, subject to and conditional on Resolutions 4 to 7 being passed, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approval and authorise the Directors to complete the transactions as contemplated in Resolutions 4 to 7.”

Resolution 14 – Approval of issue of Placement Facility

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Shares (Placement Securities) at an issue price of 80% of the average market price for Shares in the Company over the last five days on which sales in the Company’s Shares are recorded before the issue of the Placement Securities and otherwise on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by 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 entity) or any associates of those persons. 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.

Resolution 15 – Change to scale of activities as contemplated the by Acquisition Agreements entered into by the Company

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

“That, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the scale of its activities resulting from the Company entering into the transactions contemplated by the Acquisition Agreements as described in the Explanatory Statement.”

Short Explanation

If successful, the Acquisition will result in the Company changing the scale of its activities. ASX Listing Rule 11.1.2 requires the Company to seek Shareholder approval where it proposes to make a significant change to the nature and scale of its activities. Please refer to the Explanatory Statement for details.

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by any person whom may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associates of those persons. 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.

Resolution 16 – Approval to issue Shares as consideration for the acquisition of interests in the Madini tenements

Subject to the passing of Resolution 15, to consider and, if thought fit, to pass, with or without amendment, 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 Company to issue that number of Shares calculated as equal to US$117,000 divided by the Exchange Rate and then divided by the volume weighted average market price for Shares calculated over the last five days on which sales were recorded before the day on which the issue is made on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by 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 entity) or any associates of those persons. 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.

Resolution 17 – Approval of Change of Company’s Name

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

"That, for the purposes of sections 157(1) and 136(2) of the Corporations Act and for all other purposes, the name of the Company be changed to Taruga Minerals Limited and all references to the Company’s name in the Constitution be replaced with references to Taruga Minerals Limited."

By order of the Board

==> picture [139 x 43] intentionally omitted <==

Mr Daniel Smith Company Secretary Dated: 1 May 2018

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TARUGA GOLD LIMITED ACN 153 868 789 EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolution.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company 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; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or 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.

Intentions if Acquisition is not approved

The Acquisition and the transactions set out in this Notice require the approval of Shareholders in a general meeting in accordance with the ASX Listing Rules (and in accordance with the Corporations Act, where relevant). If the approval is not forthcoming, the Acquisition will not proceed.

If the Acquisition is not completed, the Company expects that it will continue to hold its interest in its existing projects and carry on its business as conducted as at the date of this Notice.

Content of Notice

The ASX takes no responsibility for the contents of this Notice.

1. Resolution 1 – Ratification of Placement: Tranche 1

Background

The Company announced on 6 March 2018 that it had raised $1,090,000 by way of the placement of 10,900,000 Shares at 10 cents per Share to sophisticated and professional investors ( Placement ).

Pursuant to ASX Listing Rule 7.4, Resolution 1 of the Notice of General Meeting seeks approval for the ratification of the Placement pursuant to ASX Listing Rule 7.1.

ASX Listing Rule Requirements

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 7.4 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

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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.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to this resolution:

• (a) Number of securities issued: 10,900,000 Shares issued pursuant to ASX Listing Rule 7.1.

• (b) Price at which the securities under the Placement were issued: 10 cents per Share.

• (c) Terms of the securities: The Shares are ordinary fully paid shares and rank equally in all respects with the existing Shares on issue.

• (d) Name of the subscribers: The subscribers are sophisticated and professional investors. The subscribers are not related parties of the Company.

• (e) Intended use of funds raised from Placement: The Company intends to use funds from the Placement to continue with exploration activities at the Company’s existing West Africa projects, and otherwise for working capital purposes, as follows:

• (i) working capital for the Company’s projects in West Africa;

• (ii) undertaking due diligence regarding exclusive options to acquire Copper-Cobalt projects in the Democratic Republic of Congo; and

• (iii) new project evaluation.

2. Resolutions 2 and 3 – Participation of Directors in Placement

Background

Resolutions 2 and 3 relate to the proposed participation of the Participating Directors, being Gary Steinepreis and Mark Gasson (or their respective nominees), in the Placement.

Corporations Act Requirements

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

It is the view of the Company that the issue of the Placement Shares to Participating Directors under Resolutions 2 and 3 falls under the arm’s length exception in section 210 of the Corporations Act because the Placement Shares will be issued to the Participating Directors on the same terms as the Shares issued to nonrelated party participants in the Placement, and as such the giving of the financial benefit is on arm’s length terms. Accordingly, the Company considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Placement Shares.

ASX Listing Rule Requirements

ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity 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.

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As the Directors are related parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Shares to be issued under Resolutions 2 and 3 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Directors (or their nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

In compliance with the information requirements of ASX Listing Rule 10.13 members are advised of the following particulars:

• (a) Names of participants: two (2) of the Company’s current directors, being:

• (i) Gary Steinepreis (or his nominees); and

• (ii) Mark Gasson (or his nominees).

• (b) Number of securities to be issued:

• (i) 1,000,000 Shares to Gary Steinepreis (or his nominees); and

• (ii) 1,600,000 Shares to Mark Gasson (or his nominees).

• (c) The Company will issue the Shares by no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (d) Price at which Shares to be issued: 10 cents per Share.

• (e) The Shares are ordinary fully paid shares and will rank equally in all respects with the existing Shares on issue.

• (f) The participation by the Directors in the Placement will raise $260,000. The funds are intended to be used as set out in Section 2 above.

3. Resolutions 4 to 7 – Issue of Related Party Performance Rights to Mark Gasson, Gary Steinepreis, Bernard Aylward and Sheena Eckhof

Background

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 9,000,000 unlisted performance rights ( Related Party Performance Rights ) to Mark Gasson, Gary Steinepreis, Bernard Aylward and Sheena Eckhof ( Related Parties ), in accordance with the terms set out below.

For a public company, or an entity that the public company controls to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls with an exception set out in section 210 to 216 of the Corporations Act.

The issue of the Related Party Performance Rights constitutes giving a financial benefit and Mark Gasson, Gary Steinepreis, Bernard Aylward and Sheena Eckhof are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity 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.

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It is the view of the Company that the exceptions set out in section 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Related Party Performance Rights to the Related Parties.

Shareholder approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

In accordance with the requirements of sections 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Related Party Performance Rights:

• (a) the related parties are Mark Gasson, Gary Steinepreis, Bernard Aylward and Sheena Eckhof and they are related parties by virtue of being Directors;

• (b) the total number of Related Party Performance Rights (being the nature of the financial benefit being provided) to be issued to the Related Parties is 9,000,000 Related Party Performance Rights, comprising:

• (i) 6,000,000 Related Party Performance Rights vesting if the 10-day volume weighted average share price ( VWAP ) for the Shares on the ASX is $0.30 or higher from the date of issue ( Tranche A );

• (ii) 1,500,000 Related Party Performance Rights vesting if 10-day VWAP for the Shares on the ASX is $0.40 or higher from the date of issue ( Tranche B ); and

• (iii) 1,500,000 Related Party Performance Rights vesting if the 10-day VWAP for the Shares on the ASX is $0.50 or higher from the date of issue ( Tranche C ).

• (c) The Related Party Performance Rights are to be issued to the Related Parties as follows:

• (i) Mark Gasson:

  • a. 1,500,000 Tranche A Related Party Performance Rights;

  • b. 1,500,000 Tranche B Related Party Performance Rights; and

  • c. 1,500,000 Tranche C Related Party Performance Rights.

• (ii) Gary Steinepreis:

  • a. 1,500,000 Tranche A Related Party Performance Rights.

• (iii) Bernard Aylward:

  • a. 1,500,000 Tranche A Related Party Performance Rights.

• (iv) Sheena Eckhof:

  • a. 1,500,000 Tranche A Related Party Performance Rights.

• (d) the Related Party Performance Rights will be issued to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);

• (e) the Related Party Performance Rights will be issued for nil cash consideration, accordingly no funds will be raised;

• (f) the full terms and conditions of the Related Party Performance Rights are set out in Schedule 1 ;

• (g) the value of the financial benefit to be provided to the Related Parties is:

Related Party	Number of Performance Rights	Indicative Value
Mark Gasson	4,500,000	$1,086,000
Gary Steinepreis	1,500,000	$409,500
Bernard Aylward	1,500,000	$409,500

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$409,500

Sheena Eckhof

1,500,000

These values have been calculated by BDO using a hybrid up and in single barrier pricing model ( Model ). The model takes into consideration that the Performance Rights will vest at any time during the performance period, given the 10-Day VWAP exceeds the barrier price.

BDO made the following assumptions under the Model:

• the Performance Rights have market-based vesting conditions attached;

• a grant date of 3 April 2018, which was also adopted as the valuation date;

• as there is no consideration required for exercising of the Performance Rights, a nil exercise price was used in the Model;

• it used $0.28, being the underlying share price on the valuation date, which was input into the Model;

• a share price volatility of 60% based on the historical volatility of the Company's ASX listed share price;

• Life of the Performance Rights of 3 years;

• The relevant 10-Day VWAP barrier, depending on the Tranche;

• the risk free rate of interest used is the Australian three-year Bond Rate of 2.12%; and

• a dividend yield of 0%.

(h) the relevant interests of the Related Parties in securities of the Company are set out below:

• (i) The interests of each of the Directors as at the date of this Notice is set out below:

Related Party	Shares	Performance Rights
Mark Gasson Gary Steinepreis Bernard Aylward Sheena Eckhof	1,000,000	Nil
	4,152,5021	Nil
	5,324,3862	Nil
	Nil	Nil

1 Comprising 1,543,335 Shares held indirectly by Ascent Capital Holdings Pty Ltd a company in which Gary Steinepreis is sole director and Oakhurst Enterprises Pty Ltd is a 50% shareholder and 2,609,167 held indirectly by Oakhurst Enterprises Pty Ltd a company in which Gary Steinepreis is sole director and a 50% shareholder.

2 Comprising 27,600 Shares held directly, 625,400 Shares held indirectly by Matlock Geological Services Pty Ltd (ACN 124 304 785) a company in which Bernard Aylward is a director and shareholder; 4,671,386 Shares held indirectly by Bernard Aylward in his capacity as trustee of the Galbraith Family A/C.

• (j) Subject to the passing of all the Resolutions set out in this Notice, the interests of each of the Directors will be as follows:

Director	Shares	Performance Rights	Voting Rights (fully diluted)
Mark Gasson	8,600,000	4,500,000	8.54%
Gary Steinepreis	5,152,502	1,500,000	4.34%
Bernard Aylward	5,324,386	1,500,000	4.45%
Sheena Eckhof	Nil	1,500,000	0.98%

• (k) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

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Related Party	Current Financial Year	Previous Financial Year
Mark Gasson	$180,000	Nil
Bernard Aylward	$24,000	$24,000
Gary Steinepreis	$24,000	$23,000
Sheena Eckhof	$24,000	Nil

• (l) at the present time, there has been no decision made to change the future remuneration for each Director;

• (m) if the Related Party Performance Rights issued to the Related Parties are exercised, a total of 9,000,000 Shares would be issued. This will increase the number of Shares on issue from 114,817,239 to 123,817,239 (assuming that no other Performance Rights vest, and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 7.27%, comprising 3.63% by Mark Gasson, 1.21% by Bernard Aylward, 1.21% by Gary Steinepreis and 1.21% by Sheena Eckhof.

• (n) The market price for Shares during the term of the Related Party Performance Rights would normally determine whether or not the Related Party Performance Rights vest. If, at any time any of the Related Party Performance Rights vest and the Shares are trading on ASX at a price that is higher than the vesting price of the Related Party Performance Rights, there may be a perceived cost to the Company.

• (o) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	39 cents	28 February 2018
Lowest	4.5 cents	26 April 2017
Last	24.5 cents	26 April 2018

• (p) the Board acknowledges the issue of Related Party Performance Rights to the Related Parties (with the exception of Mark Gasson by virtue of the fact he is an executive director) is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with Amendments (3rd Edition) as published by The ASX Corporate Governance Council. However, the Board considers the issue of Related Party Performance Rights to the Related Parties reasonable in the circumstances for the reason set out in paragraph (r);

• (q) the primary purpose of the issue of the Related Party Performance Rights to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors. The Directors believe the issue of the Related Party Performance Rights is reasonable in the circumstances on the basis that the salary for Mr Gasson and the fees for the non-executive directors are at the low end of the scale for public companies of this size and given the work performed by each party for the Company. It is considered to be appropriate to offer each of them additional incentive remuneration which may vest over a 3-year period. In addition, while the value of the Related Party Performance Rights is assessed above, and may be considered to be high, the real value in the hands of each recipient is only when the relevant milestone hurdle is met, and there is no certainty that this will be the case. In the event all of the milestone hurdles for the Related Party Performance Rights are achieved, the market capitalisation of the Company will increase from approximately $33.3 million (based on the share price on 26 April 2018 of 24.5 cents) to approximately $76.25 million, a substantial increase for the benefit of all Shareholders;

(r) Mark Gasson declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution on the basis that Mark Gasson is to be

Page 13

issued Related Party Performance Rights in the Company should Resolution 4 be passed. However, in respect of Resolutions 5 to 7, Mark Gasson recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the grant of Related Party Performance Rights to the Related Parties, in particular, the vesting conditions of the Related Party Performance Rights, will align the interests of the Related Parties with those of Shareholders;

• (ii) the issue of the Related Party Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Performance Rights upon the terms proposed;

• (s) Bernard Aylward declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution on the basis that Bernard Aylward is to be issued Related Party Performance Rights in the Company should Resolution 5 be passed. However, in respect of Resolutions 4, 6 and 7, Bernard Aylward recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (r);

• (t) Gary Steinepreis declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that Gary Steinepreis is to be issued Related Party Performance Rights in the Company should Resolution 5 be passed. However, in respect of Resolutions 4, 5 and 7, Gary Steinepreis recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (r);

• (u) Sheena Eckhof declines to make a recommendation to Shareholders in relation to Resolution 7 due to her material personal interest in the outcome of the Resolution 7 on the basis that Sheena Eckhof is to be issued Related Party Performance Rights in the Company should Resolution 7 be passed. However, in respect of Resolutions 4, 5 and 6, Sheena Eckhof recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (r);

• (v) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Performance Rights to be issued as well as the applicable vesting conditions and expiry date of those Related Party Performance Rights; and

• (w) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 4 to 7.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Performance Rights to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Performance Rights to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

4. Resolution 8 – Issue of Performance Rights to Mr Daniel Smith

Background

Resolution 8 seeks Shareholder approval for the issue of 1,500,000 Performance Rights to Daniel Smith. Daniel Smith is the Company Secretary of the Company and the Performance Rights are to be issued in recognition of his services, past and future.

A summary of ASX Listing Rule 7.1 is set out in Section 1 above.

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The effect of Resolution 8 will be to allow the Company to issue the Performance Rights during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue:

• (a) the total number of Performance Rights to be issued is 1,500,000;

• (b) the Performance Rights will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the Performance Rights will be issued on the terms and conditions set out in Schedule 1;

• (d) the Performance Rights will be issued to Daniel Smith or his nominee who is not a related party of the Company;

• (e) the Performance Rights will vest if the 10-day volume weighted average share price (VWAP) for the Shares on the ASX is $0.30 or higher from the date of issue. The full terms and conditions of the Performance Rights are set out in Schedule 1; and

• (f) no funds will be raised from the issue as the Performance Rights are being issued for nil consideration in recognition of his services, past and future.

5. Resolutions 9 and 10 – Issue of Performance Rights to Mr Jamie Anderson & Mr Rhett Brans

Background

Resolutions 9 and 10 seek Shareholder approval for the issue of 1,500,000 Performance Rights to each of Jamie Anderson and Rhett Brans. Mr Anderson and Mr Brans are receiving the Performance Rights in recognition of their services, past and future, as exploration manager and engineering consultant of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 1 above.

The effect of Resolutions 9 and 10 will be to allow the Company to issue the Performance Rights during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue:

• (a) the total number of Performance Rights to be issued is 3,000,000 and the Performance Rights shall vest on the terms set out below:

Party	Tranche A Performance Rights	Tranche B Performance Rights	Tranche C Performance Rights
Jamie Anderson	500,000	500,000	500,000
Rhett Brans	500,000	500,000	500,000

(b) the Performance Rights will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the Performance Rights will be issued on the terms and conditions set out in this Section. The full terms and conditions of the Performance Rights are set out in Schedule 1 below;

• (d) the Performance Rights will be issued to Jamie Anderson and Rhett Brans or their nominees who are not a related party of the Company; and

Page 15

• (e) no funds will be raised from the issue as the Performance Rights are being issued for nil consideration in recognition of Jamie Anderson’s and Rhett Brans services to the Company, past and future in their capacity as exploration manager and engineering consultant of the Company.

6. Resolution 11 – Approval to issue Shares to Klaus Eckhof

Background

On or about 24 May 2017, the Company appointed Medidoc FZE, Klaus Eckhof and Mark Gasson as strategic consultants to the Company ( Strategic Consultants ). The Strategic Consultants have significant experience in identifying and advancing exploration and mining projects within the Democratic Republic of the Congo.

Resolutions 11 and 12 seek Shareholder approval for the issue of a total of 12,000,000 Shares, comprising:

• (a) 6,000,000 Shares to Klaus Eckhof (the subject of Resolution 11); and

• (b) 6,000,000 Shares to Mark Gasson (the subject of Resolution 12).

The Shares are to be issued as consideration for services rendered under a strategic consulting agreement between Klaus Eckhof and the Company ( Strategic Consultant Agreement ).

Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

A summary of Chapter 2E and ASX Listing Rule 10.11 is set out in Section 2 above.

Klaus Eckhof is the father of Sheena Eckhof, a Director of the Company, and accordingly he is a related party under the provisions of Section 228(3) of the Corporations Act.

The Strategic Consulting Agreement will result in the issue of Shares which constitutes giving a financial benefit to Klaus Eckhof as a related party.

The Directors (other than Sheena Eckhof who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Shares under the Strategic Consulting Agreement, because the terms of the Strategic Consulting Agreement and the Share issue was determined on an arm’s length basis.

As the Strategic Consulting Agreement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances and therefore Shareholder approval is required.

Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the issue the subject of Resolution 11:

• (a) the number of Shares to be issued is 6,000,000;

• (b) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (c) the Shares will be issued as consideration for services provided by Klaus Eckhof in accordance with the Strategic Consulting Agreement.

• (d) the Shares issued will be fully paid ordinary Shares in the capital of the Company issued on the same terms and consideration as the Company’s existing Shares; and

• (e) as the Shares are to be issued as consideration under the Strategic Consulting Agreement, no funds will be raised from the issue.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Shares to Klaus Eckhof as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of these Shares will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Page 16

7. Resolution 12 – Approval to issue Shares to Mark Gasson

Background

As set out in Section 6 above, the Company is seeking approval for the issue of 6,000,000 Shares to Mark Gasson for services rendered under the Strategic Consulting Agreement ( Strategic Consulting Agreement Issue ).

The Company has agreed, subject to obtaining Shareholder approval, to issue 6,000,000 Shares to Mark Gasson (or his nominee) on the terms and conditions set out below.

Resolution 12 seeks Shareholder approval for the issue of these Shares to Mark Gasson or his nominee.

Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

A summary of Chapter 2E and ASX Listing Rule 10.11 is set out in Section 2 above.

The Strategic Consulting Agreement Issue will result in the issue of Shares which constitutes giving a financial benefit to Mark Gasson who is a related party of the Company by virtue of being a Director.

The Directors (other than Mark Gasson who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Strategic Consulting Agreement Issue, because the terms of the Strategic Consulting Agreement Issue was determined on an arm’s length basis.

As the Strategic Consulting Agreement Issue involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances and therefore Shareholder approval is required.

Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 12:

• (a) the Shares will be issued to Mark Gasson or his nominee;

• (b) the number of Shares to be issued is 6,000,000;

• (c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Shares issued will be fully paid ordinary Shares in the capital of the Company issued on the same terms and consideration as the Company’s existing Shares; and

• (e) the Shares are being issued as consideration for services provided pursuant to the Strategic Consulting Agreement, accordingly no funds will be raised.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Shares to Mark Gasson as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of these Shares will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

8. Resolution 13 – Section 195 approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Some of the Directors may have a material personal interest in the outcome of Resolutions 4 to 7. In the absence of Resolution 13, the Directors may not be able to form a quorum at directors’ meetings necessary to carry out the terms of Resolutions 4 to 7.

Page 17

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to consider and resolve.

Resolution 13 is an ordinary resolution and is subject to Resolutions 4 to 7 being passed.

9. Resolution 14 – Approval of issue of Placement Facility

Background

Resolution 14 seeks Shareholder approval for the issue of up to 10,000,000 Shares ( Placement Securities ) at an issue price that is at least 80% of the average market price of the Company’s Shares over the last five days on which sales of the Company’s Shares are recorded before the date of issue of the Placement Securities (or, if a prospectus is issued in relation to the placement, before the date of signing of that document). “Market price” means the closing price for the Company’s Shares on ASX (excluding crossings and overnight sales) on the relevant five days.

ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out under Section 1 above.

The proposed issue of the Placement Securities is placed before Shareholders to allow this number of securities to be excluded from the Company’s 15% annual placement capacity limit under Listing Rule 7.1.

Technical information required by ASX Listing Rule 7.1

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

• (a) The maximum number of securities to be issued by the Company is 10,000,000 Shares.

• (b) As at the date of this Notice the identity of the investors is not known. However, all the investors of the Placement Securities will be sophisticated and professional investors, none of whom will be related parties of the Company.

• (c) The Shares will be issued at a price per Share calculated in accordance with Listing Rule 7.3.3 of at least 80% of the volume weighted average market price of the Company’s Shares over the last five days on which sales of the Company’s Shares are recorded before the day of issue of the Placement Securities (or, is a prospectus or offer information statement is issued in relation to the issue, before the date of signing of that document).

• (d) The Placement Securities will be issued no later than 3 months after the date of this meeting (or such later date as is permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that the issue will occur on the same date.

• (e) The Shares will be issue on the same terms as, and rank equally in all respects with the existing Shares issued in the capital of the Company.

• (f) The funds raised from the issue of the Placement Securities will be used for working capital and for exploration activities.

Board Recommendation

The Board recommends Shareholders vote in favour of the Resolution.

Voting Intention

The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

Page 18

10. Resolution 15 – Change to scale of activities as contemplated by Acquisition Agreements entered into by the Company

General

As set out in the announcement titled “Acquisition of High Grade Cobalt-Copper Projects in the Democratic Republic of Congo” and released on the Company’s ASX platform on 1 March 2018, Shareholder approval for the transactions contemplated by the Acquisition Agreements (set out below) will be required for the purposes of ASX Listing Rule 11.1.2 as ASX considers that the acquisitions, if completed, will constitute a change to the scale of the Company’s activities.

The purpose of Resolution 15 is to seek that approval, subject to the completion of due diligence and prior to the exercise of the right, to proceed with the transaction to acquire a 60% interest in the Mwilu and Kamilombe Projects or up to a 95% interest in PR12423 ( Acquisition ).

ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

• (a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;

• (b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the notice of meeting; and

• (c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the official list of ASX.

ASX has indicated to the Company that the change in the scale of the Company’s activities as a result of the Acquisition requires the Company, in accordance with ASX Listing Rule 11.1.2, to obtain Shareholder approval and the Company must comply with any requirements of ASX in relation to the Notice of Meeting.

Acquisition Agreements

The Company has signed option agreements to acquire highly prospective cobalt and copper mineralised concessions within the Central African Copper Belt, in the south-east of the Democratic Republic of Congo ( Acquisition Agreements ) comprising:

• (a) The Mint-Master/Government of Lualaba Tenements (60% interest)

The principal terms of the terms sheet for Taruga to acquire a 60% interest in the Mwilu and Kalimonbve Project from the Consortium are as follows:

• (i) Payment of US$150,000 on signature.

• (ii) TAR to conduct drilling programmes at Mwilu and Kamilombe during a 6-month due diligence period.

• (iii) On completion of the due diligence and should TAR wish to continue, TAR will make a further payment of US$2,000,000.

• (iv) TAR will fund all exploration to the completion of a Bankable Feasibility Study ( BFS ) within 3 years with 2 additional years if required.

• (v) Should TAR wish to continue after completion of BFS, TAR will make a pas de porte payment of US$10,000,000 for each permit that it wishes to continue to develop.

• (vi) TAR will make a final payment of US$20,000,000 for each project where it discovers resources in the Measured and Indicated categories exceeding 250,000 tonnes of contained cobalt OR 1,000,000 tonnes of contained copper at the conclusion of the BFS.

Page 19

(vii) TAR can withdraw its interest in any project at any stage and will return all information.

(b) Madini Tenements (70% Interest)

• (i) The principal terms of the terms sheet for Taruga to acquire a 70% interest in the 4 tenements from Madini are as follows:

• (ii) TAR to make payments to Madini for a total of US$117,000 in cash and US$117,000 in shares, and a total of US$780,000 to the vendors on completion of due diligence and in accordance with the table below:

Licence No	Pas de Porte (US$)	Exclusivity Period (days)	Initial Payment to Vendor (US$)	Payment to Madini (US$)	Value of Shares to Madini (US$)	Outstanding Payments (US$)
PEPM 2315	250,000	30	150,000 (60%)	37,500	37,500	100,000 (20% every 4 months)
PR 12726	150,000	30	90,000 (60%)	22,500	22,500	60,000 (20% every 4 months)
PR 12727	130,000	30	78,000 (60%)	19,500	19,500	52,000 (20% every 4 months)
PR 13728	250,000	45	200,000 (80%)	37,500	37,500	50,000 after 4 months
TOTALS	$780,000		$518,000	$117,000	$117,000	$262,000

• (iii) TAR may withdraw its interest in any project after completing a due diligence with no further payment commitments.’

• (iv) TAR will fund all exploration to completion of a Definitive Feasibility Study (DFS) on any of the tenements where TAR elects to continue with exploration activities.

• (c) PR12423

The Company is to acquire a 95% interest in PR12423 on the following terms:

• (i) US$100,000 payment on completion of a 60-day due diligence period (65% project interest).

• (ii) Successful conversion of Permis de Recherche (PR) no. 12423 to a PEPM during the due diligence period.

• (iii) TAR to fund exploration to completion of a DFS within 3 years.

• (iv) TAR has the option to extend for a further 2 years by making a payment of US$500,000.

• (v) TAR to make annual payments of US$50,000 for two years starting 1 year after commencement date.

• (vi) US$2,250,000 on completion of DFS (95% project interest).

• (vii) TAR has a first right on the remaining 5% project interest.

• (viii) TAR will make a final payment of US$5,000,000 should TAR discover resources in the Measured and Indicated categories exceeding 250,000 tonnes of contained metal OR 1,000,000 tonnes of contained copper on the Permit after acquiring the 90% Project Interest and at the conclusion of its feasibility studies.

• (ix) TAR can withdraw at any stage.

The Company has received warranties that are generally expected in transactions of the nature. None of the parties are related parties of the Company.

Project Description

Mint-Master/Government of Lualaba Tenements (60% interest)

Page 20

Mwilu Project

Mwilu covers 3.36km2 within the Kolwezi “Klippe” which hosts a number of the largest known cobalt and copper mines, and borders the city of Kolwezi to the north. The area is currently being mined at shallow levels by artisanal miners who are providing cobalt ore to the Consortium, the sale of which is used to fund ongoing development projects in the Lualaba Province.

Kamilombe Project

Kamilombe covers a surface area of 2.37km2 and has similar geology to bordering KCC Katanga’s deposit where a 275Mt @ 3.66% Cu and 0.55% Co Measured and Indicated Resource has been defined.

Both the Mwilu and Kamilombe projects have good potential to host significant cobalt and possible copper mineralisation, which will be confirmed in the planned drilling programmes to be undertaken by Taruga during the due diligence period. Madini Project

PEPM 2315 (Permis d' Exploitation de Petite Mine) covers 28.35km[2] and is located 8km SSE of Kolwezi in Lualaba Province. Eighty five percent of the property is overlain by recent soil cover where mineralised Roan sediments mined at Kamukongo and by artisanal miners immediately to the east and on the licence are interpreted to extend westwards onto the licence below soil cover.

In the NE corner of the tenement, which is slightly elevated, artisanal miners are recovering heterogenite (cobalt) and copper oxide from a series of pits in an area referred to as Temoinage. Copper mineralisation in the form of malachite was observed as thin veinlets throughout a dolomitic unit exposed in the pits.

PR 12423

PR 12423 is a cobalt project located within the Lualaba Province, 30km northeast of Kolwezi. The tenement covers 5.04km[2] and is underlain by Roan sediments which have been thrust faulted over the younger Kundulungu sediments, which dominate the south-western portion of the licence area.

Note: refer to the Company’s Announcement on 1 March 2018 for additional information on the Projects the subject of the Acquisition Agreements.

Board and Management Changes

On completion of the Acquisition there will be no management or board changes and all current Directors will remain.

Funding

Other than the Shares issued under the first tranche referred to in Resolution 1 (which raised $1,090,000), the Shares to be issued to the Directors, Mark Gasson and Gary Steinepreis referred to in Resolutions 2 and 3 (2,600,000 Shares to raise $260,000) and any Shares to be issued under the placement approval referred to in Resolution 14 (up to 10,000,000 Shares), the Company confirms that the Acquisition will not result in the Company needing to borrow funds or raise capital in the short term.

The initial consideration for the Acquisition will be funded from the existing cash reserves of the Company and the amounts raised as set out in this Notice. In the event the Company completes the due diligence process and decides to proceed with both the Mwilu and Kalimonbve Project and the Madini Project, it will need to raise further funds. This is the reason for the refresh of the 15% capacity and the placement facility approval as set out in Resolution 14.

Changes to Business

The Company will not make any changes to its business model as a result of the Acquisition. The focus of the Company has been and continues to be as a mining exploration company, previously in the Ivory Coast, and

Page 21

now in both Australia and Africa, but particularly in the DRC given the new projects the subject of the Acquisition.

Pro forma balance sheet

A pro forma balance sheet of the Company which shows the financial position upon completion of the Acquisition is set out in Schedule 2 .

Pro forma capital structure

The capital structure of the Company following completion of the Acquisition and issues of all Securities contemplated by this Notice is:

Shares

	Number
Shares on issue as at the date of this Notice	114,817,239
Shares to be issued to Gary Steinepreis and Mark Gasson pursuant to Resolutions 2 and 3	2,600,000
Shares to be issued to Strategic Consultants pursuant to Resolutions 11 & 12	12,000,000
Shares to be issued under the Placement Facility pursuant to Resolution 14	10,000,000
Shares to be issued for acquisition of Madini Tenements1	520,000
Shares on issue on completion of the Acquisition	139,937,239

1. This number of Shares is an estimate based on the consideration of US$117,000 in Australian dollars, calculated at an exchange rate of A$1.00 equals US$0.75, which equals A$156,000. At a Share price of 30 cents, this will result in the issue of 520,000 Shares.

Performance Rights

	Number
Performance Rights on issue at the date of the Notice	Nil
Performance Rights issued to Director’s pursuant to Resolutions 4 to 7	9,000,000
Performance Rights issued to Company Secretary pursuant to Resolution 8	1,500,000
Performance Rights issued to Exploration Manager pursuant to Resolution 9	1,500,000
Performance Rights issued to Engineering Consultant pursuant to Resolution 10	1,500,000
Performance Rights on issue on completion of the Acquisition	13,500,000

Risk factors

Following the Acquisition, there will there will be no material change in the nature of the Company’s business activities as the Company will continue to be a minerals exploration company. Accordingly, the relevant risks of the Acquisition are analogous to the Company’s existing business which have previously been disclosed to Shareholders. These risks include exploration and operational risks, environmental regulations, changes in government policy, lack of specific infrastructure and commodity price and foreign currency volatility.

In addition, the Company will be exposed to the following additional risks as a result of the Acquisition:

Contractual

The ability of the Company to fulfil its stated objectives is subject to the performance by the Company, Prometheus and the Vendors of their obligations under the Acquisition Agreement. If any of these parties default in the performance of their obligations, it may delay the completion of any stage of the Acquisition (if it

Page 22

completes at all) and it may be necessary for the Company to approach a Court to seek a legal remedy, which can be uncertain and costly.

Joint Venture risk

The Company is subject to the risk that changes in the status of any of the Company’s joint ventures (including changes caused by financial failure or default by a participant in the joint venture) may adversely affect the operations and performance of the Company.

Reliance on Key Personnel

The responsibility of the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance that there will be no detrimental impact if one or more of these employees cease their employment with the group. To mitigate the risks, the Company has and will develop relationships with its senior management, contractors and consultants including where appropriate inviting them to participate in the Company’s incentive remuneration plans.

Future capital requirements

Future funding is likely to be required by the Company to continue to explore and progress its Projects, or additional projects that the Company may identify. There can be no assurance that such funding will be available on satisfactory terms or at all. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations as the case may be, which may adversely affect the business and financial condition of the Company and its performance.

Operating in the Democratic Republic of Congo

The main projects in which Taruga proposes to acquire are located in the Democratic Republic of Congo ( DRC ). The Company will be subject to the risks associated with operating in DRC. Such risks can include economic, social or political change, changes of law affecting foreign ownership, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations.

Changes to DRC mining or investment policies and legislation or a shift in political attitude may adversely affect the Company’s operations and profitability.

Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in DRC may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation.

Exploration Risk

The mineral licences in which Taruga proposed to acquire are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of these licences, or any other licences that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

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Indicative Timetable

Subject to the requirements of the ASX Listing Rules, the Company anticipates completion of the Acquisition will be in accordance with the following timetable:

Event	Date
ASX announcement of Acquisition	1 March 2018
Notice of Meeting despatched to Shareholders	1 May 2018
General Meeting to approve Acquisition	1 June 2018
Completion of Acquisition	31 July 2018

* These dates are indicative only and subject to change.

11. Resolution 16 – Approval to issue Shares as consideration for the acquisition of the Madini Tenements

Subject to the approval of Resolution 15, Resolution 16 seeks Shareholder approval for the issue of Shares as part payment of the acquisition of the Madini Tenements.

ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 1 above.

The effect of Resolution 16 will be to allow the Company to issue the Shares in consideration for the acquisition by the Company, of an interest in the Madini Tenements in the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares:

• (a) the maximum number of Shares to be issued is that number of Shares calculated as equal to US$117,000 divided by the Exchange Rate and then divided by the volume weighted average market price for Shares calculated over the last five days on which sales were recorded before the day on which the issue is made. The following examples are included to show the number of Shares that could be issued:

Share Price (VWAP)	Exchange Rate – US$1.00 to AUD	Number of Shares
40 cents	0.80	365,625
30 cents	0.75	520,000
20 cents	0.70	835,714

Note: Current Share price at the date of this Notice is 27.5 cents per Share.

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the deemed issue price will be determined under the formula in paragraph (a) above;

• (d) the Shares will be issued to Madini, who is not a related party of the Company;

• (e) the Shares issued 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; and

• (f) no funds will be raised from the issue as the Shares are being issued as part consideration for the acquisition of an interest in the Madini Tenements.

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12. Resolution 17 - Approval of Change of Company’s Name

In accordance with section 157(1)(a) of the Corporations Act, the Company submits to Shareholders for consideration and adoption by way of a special resolution for the name of the Company to be changed to Taruga Minerals Limited. The Company also seeks approval under section 136(2) of the Corporations Act to amend the Company’s Constitution to reflect the change of name.

The Board believes that the change of name is necessary to better reflect the Company’s renewed focus on strategic minerals, such as cobalt and lithium, as well as copper.

Resolution 17 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).

In accordance with section 157(3) of the Corporations Act, the change of name will take effect when ASIC alters the details of the Company’s registration.

The Directors recommend Shareholders vote in favour of Resolution 17.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 17.

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TARUGA GOLD LIMITED ACN 153 868 789

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

Acquisition		means the agreements entered into by the Company and defined as the
Agreements		“Acquisition Agreements” in the announcement titled “Acquisition of High Grade
		Cobalt-Copper Projects in the Democratic Republic of Congo” as released on the
		Company’s ASX announcement platform on 1 March 2018.
ASX		ASX Limited (ACN 008 624 691).
ASX Listing	Rules or	the listing rules of the ASX.
Listing Rules
BDO		means BDO Advisory (WA) Pty Ltd.
BFS		means Bankable Feasibility Study.
Board		the Board of Directors of the Company.
Chairman		the chairman of the Company.
Company		Taruga Gold Limited (ACN 153 868 789).
Constitution		the constitution of the Company.
Corporations	Act	Corporations Act 2001 (Cth).
Directors		the directors of the Company.
Exchange Rate		the exchange rate as shown on the Reserve Bank of Australia exchange rate
		platform athttps://www.rba.gov.au/statistics/frequency/exchange-rates.html as at
		the date of issue of the relevant Shares.
Explanatory		this Explanatory Statement.
Statement
Madini		means Madini Minerals SARL.
Madini Tenements		means PEPM 2315, PR 12726, PR 12727 and PR 13728.
Meeting or	General	the meeting convened by this Notice.
Meeting
Notice		notice of meeting that accompanies this Explanatory Statement.
Performance	Right	means a performance right (including a Related Party Performance Right) converts
		into a Share on satisfaction of a specified performance milestone and which have
		the meaning in Schedule 1.
Placement Securities		has the meaning set out in Section 9 of this Notice.
PR		means Permis de Recherche.
Proxy Form		the proxy form attached to this Notice.

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Related Party means a performance right issued to a Related Party which converts into a Share Performance Right on satisfaction of a specified performance milestone and which have the meaning in Schedule 1 and 2.

Resolution

Resolution a resolution referred to in the Notice. Section means a Section of the Explanatory Statement. Share a fully paid ordinary share in the capital of the Company. Shareholder a registered holder of Shares in the Company. Strategic Consultant means Klaus Eckhof or Mark Gasson Strategic Consultant has the meaning set out in Section 6 of this Notice. Agreement Strategic Consulting Has the meaning set out in Section 6 of this Notice. Issue Taruga or TAR means the Company. Tranche A Has the meaning set out in Section 3 in relation to the Related Party Performance Rights and the Performance Rights to be issued pursuant to this Notice. Tranche B Has the meaning set out in Section 3 in relation to the Related Party Performance Rights and the Performance Rights to be issued pursuant to this Notice. Tranche C Has the meaning set out in Section 3 in relation to the Related Party Performance Rights and the Performance Rights to be issued pursuant to this Notice. WST or Western Western Standard Time, Perth, Western Australia. Standard Time $ or A$ Australian dollars unless otherwise stated.

Page 27

Schedule 1 – Terms and Conditions of Performance Rights / Related Party Performance Rights

The key terms and conditions of the Related Party Performance Rights and Performance Rights to be issued in accordance with this Notice are set out below:

1. No payment on issue or vesting

No payment is required for the issue or on the vesting (or the issue of shares following vesting) of a Related Party Performance Right/ Performance Right.

2. Vesting of Performance Rights

Performance Rights will vest on the Vesting Date set out in the table below, subject to satisfaction of the performance hurdles. If the terms of issue require the Related Party Performance Rights/ Performance Rights to vest, the performance hurdles must be met in order for vesting to occur.

The performance hurdles attaching to the tranches of Related Party Performance Rights/ Performance Rights, along with the applicable Performance Hurdle Satisfaction Date and Vesting Date, are set out in the table below:

Tranche	Vesting Condition	Vesting Condition Satisfaction Date
A	10-day volume weighted average share price (VWAP) on the ASX is$0.30 or higher	3 years
B	10-day volume weighted average share price (VWAP) on the ASX is $0.40 or higher	3 years
C	10-day volume weighted average share price (VWAP) on the ASX is $0.50 or higher	3 years

3. Vesting Condition Satisfaction Date

If the vesting condition in respect of any Related Party Performance Rights/ Performance Rights has not been satisfied by the relevant Vesting Condition Satisfaction Date, those Performance Rights will lapse.

4. Exercise Period

Subject to item 2 and 3, a Related Party Performance Rights/ Performance Right may only vest at any time after the Vesting Condition has been met, and prior to the Vesting Condition Satisfaction Date.

5. Entitlements under Performance Rights

The Related Party Performance Rights/ Performance Rights do not entitle the holder to exercise any votes in respect of the shares to which the Performance Rights relate, nor is the holder entitled to participate in any dividend or any new issue of securities by the Company in respect of that Related Party Performance Rights/ Performance Right.

6. Issue of shares on vesting of Performance Rights

All shares to be issued on vesting of the Related Party Performance Rights/ Performance Rights will rank equally with those traded on the ASX at the time of issue.

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7. Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a Related Party Performance Rights/ Performance Rights holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

8. Participation in New Issues

There are no participation rights or entitlements inherent in the Related Party Performance Rights/ Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Related Party Performance Rights/ Performance Rights unless vested.

9. No transfer of Performance Rights

The Related Party Performance Rights/ Performance Rights may not be transferred.

10. Cessation of eligibility

Where a participant ceases to be eligible to participate in the Incentive Plan, the Board may determine that some or all of the participant’s Award lapses, vests, is exercisable for a prescribed period (if applicable), or is no longer subject to some or all applicable restrictions.

11. Change of control

On a change of control event (which includes a takeover, merger, any person acquiring a relevant interest in more than 50% of the issued share capital in the Company and other similar events), the Board may, in its discretion, determine the manner in which any or all of a participant’s securities will be dealt with.

12. Capital reorganisation

In the event of any capital reorganisation, Related Party Performance Rights/ Performance Rights may be adjusted having regard to the ASX Listing Rules.

13. Notice of Exercise

The Related Party Performance Rights/ Performance Rights may be exercised by notice in writing to the Company (Notice of Exercise). Any Notice of Vesting of a Related Party Performance Right/ Performance Right received by the Company will be deemed to be a notice of vesting of that Performance Right as at the date of receipt.

14. Deferred Taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Performance Rights.

Page 29

SCHEDULE 2 PRO FORMA BALANCE SHEET

	Taruga Audited Adjustments Notes Proforma
	31-Dec
	$ $ $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Total Current Assets NON CURRENT ASSETS Property, plant and equipment Mineral exploration and evaluation Total Non Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	1,436,423 3,484,600 1,2,3 4,921,023 18,358 18,358
	1,454,781 3,484,600 4,939,381 26,587 26,587 5,468,862 5,675,500 4 11,144,362
	5,495,449 5,675,500 11,170,949
	6,950,230 9,160,100 16,110,330
	23,767 23,767
	23,767 23,767
	23,767 23,767
	6,926,463 9,160,100 16,086,563
	13,821,735 10,388,600 24,210,335 (118,205) (118,205) (6,777,067) (1,228,500) 5 (8,005,567)
	6,926,463 9,160,100 16,086,563

Notes:

1. Related to Resolution 1 regarding the Ratification of the Placement raising of $1,090,000 with 6% raising fees, amounting to $1,024,600

2. Assumes the passing of Resolutions 2 and 3 regarding the participations of directors Gary Steinepreis and Mark Gasson in the Placement, raising $260,000.

3. Assumes the passing of Resolution 14 regarding the Approval of issue of the Placement Facility, issuing 10,000,000 shares at an estimated value of $0.22 per share (20% discount to the last traded price of Taruga Gold Limited’s shares – 27.5 cents, at the date of this Notice of Meeting), totalling $2,200,000.

1. Assumes the passing of Resolutions 4, 5, 9, and 10 regarding the issue of Performance Rights to directors Mark Gasson and Bernard Aylward, the Exploration Manager – Jamie Anderson, and Engineering Consultant – Rhett Brans. These values have been calculated by BDO using a hybrid up and in single barrier pricing model (Model). The model takes into consideration that the Performance Rights will vest at any time during the performance period, given the 10-Day VWAP exceeds the barrier price.

1. Assumes the passing of Resolutions 6 to 8 regarding the issue of Performance Rights to directors Gary Steinepreis and Sheena Eckhof, and the Company secretary – Daniel Smith. These values have been calculated by BDO using a hybrid up and in single barrier pricing model (Model). The model takes into consideration that the Performance Rights will vest at any time during the performance period, given the 10-Day VWAP exceeds the barrier price.

Page 30

REGISTERED OFFICE:

TARUGA GOLD LIMITED

ACN: 153 868 789

UNIT 5, GROUND FLOOR 1 CENTRO AVENUE SUBIACO WA 6008

SHARE REGISTRY:

«Post Barcode»[«Post_zone»] «Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

Security Transfer Australia Pty Ltd PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: TAR

Holder Number: «HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10:00am WST on Friday 1 June 2018 at Unit 5, Ground Floor, 1 Centro Avenue, Subiaco, WA 6008 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION For Against Abstain* 1. Ratification of Placement

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1. Participation of Gary Steinepreis in the Placement

2. Participation of Mark Gasson in the Placement

3. Issue of Related Party Performance Rights to Mark Gasson

4. Issue of Related Party Performance Rights to Bernard Aylward

5. Issue of Related Party Performance Rights to Gary Steinepreis

6. Issue of Related Party Performance Rights to Sheena Eckhof

7. Issue of Performance Rights to Daniel Smith

8. Issue of Performance Rights to Jamie Anderson

9. Issue of Performance Rights to Rhett Brans

10. Approval to issue Shares to Klaus Eckhof

11. Approval to issue Shares to Mark Gasson

12. Section 195 Approval

13. Approval of issue of Placement Facility

14. Change to scale of activities as contemplated by Acquisition Agreements entered into by the Company

15. Approval to issue Shares as consideration for the acquisition of the Madini Tenements

16. Approval of Change of Company’s Name

For Against Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Taruga Gold Limited no later than 10:00am WST on Wednesday 30 May 2018. + TARPX1010618 1 1 TAR

TARPX1010618

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• b) Return both forms in the same envelope.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document 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.

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) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Taruga Gold Limited no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

Taruga Gold Limited

Postal Address PO Box 510 Subiaco WA 6904 Facsimile +61 8 9486 4799

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.