TRITON MINERALS LTD — AGM Information 2011

Apr 19, 2011

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TRITON GOLD LIMITED ACN 126 042 215

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00am (WST) DATE : 20 May 2011 PLACE : Celtic Club Perth 48 Ord Street, West Perth, WA

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9215 4222.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) 2-4 Explanatory Statement (explaining the proposed resolutions) 5-7 Proxy Form 8-9

TIME AND PLACE OF ME ETING AND HOW TO VOT E

VENUE

The Annual General Meeting of the Shareholders of Triton Gold Limited (the “Company”) to which this Notice of Meeting relates will be held at 10:00am (WST) on Friday, 20 May 2011 at:

Celtic Club Perth, 48 Ord Street, West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

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

(a) by post to Triton Gold Limited, Suite 18, Level 4, 44 Parliament Place, West Perth, WA; or

(b) by facsimile to the Company on facsimile number (08) 9226 1799,

so that it is received not later than 10:00am(WST) on Wednesday, 18th May 2011.

Proxy forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Triton Gold Limited (the “Company”) will be held at 10:00am (WST) on Friday, 20 May 2011 at Celtic Club Perth, 48 Ord Street, West Perth, Western Australia. The Explanatory Statement to this Notice of Annual General Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to the Company’s Constitution and the Corporations Act that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at the close of business on Wednesday, 18 May 2011.

AGENDA

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial statements of the Company for the year ended 31st December 2010 together with the declaration of the directors, the directors’ report, the

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Remuneration report and auditor’s report. Also available for consideration is the Shareholders Annual Report.

In compliance with section 315 of the Corporations Act 2001 , these reports are available to be viewed or downloaded in PDF format at the Company’s website and can be obtained through the following link www.tritongold.com.au However, if you wish to receive hard copies of these reports, please send a written request to the Company Secretary, Triton Gold Ltd, Suite 18, Level 4, 44 Parliament Place, West Perth, WA 6005.

RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

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

“Pursuant to Section 250R(2)of the Corporation Act 2001 and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 31 December 2010.”

Short Explanation : The vote on this resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR. DAVID PATRICK ALEXANDER SINGLETON

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

“That Mr. David Patrick Alexander Singleton, who retires by rotation as a Director of the Company in accordance with Sections 13.2 and 13.3 of the Company’s Constitution and, being eligible, offers himself for re-election, be and is hereby re-appointed as a Director of the Company”.

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES

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 Limited (“ASX”) Listing Rule 7.4 and for all other purposes that the Company approves and ratifies the prior issue and allotment of 5,173,293 ordinary fully paid shares at an issue price of $0.13 as specified in, and on such terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolutions 3, if:

(a) 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

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF ORDINARY OPTIONS

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 Limited (“ASX”) Listing Rule 7.4 and for all other purposes that the Company approves and ratifies the prior issue and allotment of 2,000,000 ordinary options with an exercise price of $0.25 and expiry date of 31 December 2013 as specified in, and on such terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolutions 4, if:

(a) 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

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED: 14 April 2011

BY ORDER OF THE BOARD

TRITON GOLD LIMITED BRAD BOYLE COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Celtic Club Perth, 48 Ord Street, West Perth, Western Australia at 10:00am (WST) on 20 May 2011.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Voting Exclusion Statement:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

FINANCIAL STATEMENTS AND DIRECTORS’ REPORTS

In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of directors and auditors for the year ended 31st December 2010.

RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

Section 250R of the Corporations Act requires that a resolution to adopt the remuneration report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors’ Report in the Company’s 2010 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act 2001 , Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the Annual General Meeting

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR. DAVID PATRICK ALEXANDER SINGLETON

In accordance with Section 13.1 of the Company’s Constitution and ASX Listing Rule 14.4, a Director cannot hold office for more than 3 years without retiring by rotation. Having been appointed as a Director on 18 May 2009, Mr. David Singleton is to retire by rotation at the Annual General Meeting, and being eligible, offers himself for re-election as a Director.

Mr. Singleton was appointed as a non-executive director of Triton Gold Ltd on 18 May 2009 and is based in Perth, Western Australia.

Mr. Singleton is the current Chief Executive Officer of Poseidon Nickel Ltd and has occupied that position since July 2007. Mr. Singleton was the Chief Executive Officer and Managing Director of Clough Limited between August 2003 and January 2007. Prior to that he was the Group Head of Strategy, Mergers and Acquisitions for BAE Systems (formally British Aerospace), in London and prior to that the Chief Executive Officer of Alenia Marconi Systems, based in Rome, Italy.

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Mr. Singleton holds no other directorships of ASX listed entities for the past 3 years.

Full Name: David Patrick Alexander Singleton

Qualifications:

• BSc (Honours), Mechanical Engineering, University of London.

The Board, with the exception of Mr. Singleton, unanimously recommends that members vote in favour of Mr. Singleton’s re-election as a Director.

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES

Resolution 3 is in respect of the issue of 5,173,293 ordinary fully paid shares.

ASX Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a twelve (12) month period, excluding any issue of shares approved by shareholders.

However ASX Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1 provided the issue did not breach ASX Listing Rule 7.1 and shareholders subsequently approve the issue.

Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to approve the prior issue so that the Company retains its capacity to issue up to a full 15% of its issued capital, if required, in the next twelve (12) months without shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

• (i) the total number of ordinary fully paid shares issued or to be issued is 5,173,293;

• (ii) the issue price of the ordinary shares is A$0.13 per share;

• (iii) the ordinary shares issued rank equally with the Company’s existing ordinary shares on issue;

• (iv) on Friday, 21 January 2011, the Company’s Share Purchase Plan offer (“SPP”) to raise $1,700,000 closed to the market, raising $1,027,472. Subsequently, the Company was able to allot the shortfall in the SPP to a group of sophisticated investors raising an additional $672,528;

• (v) the issuance of the Shares was to provide funding to advance the exploration of the Company’s Salmon Gums Gold Project and general working capital;

• (vi) no related parties participated in the above equity security issues; and

• (vii) the issue of the above equity securities when made did not breach Listing Rule 7.1.

RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF ORDINARY OPTIONS

Resolution 4 is in respect of the issue of 2,000,000 ordinary options, exercise price of $0.25 and expiry date of 31 December 2013.

ASX Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a twelve (12) month period, excluding any issue of shares approved by shareholders.

However ASX Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1 provided the issue did not breach ASX Listing Rule 7.1 and shareholders subsequently approve the issue.[[6 ]]

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Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to approve the prior issue so that the Company retains its capacity to issue up to a full 15% of its issued capital, if required, in the next twelve (12) months without shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

• (viii) the total number of ordinary options issued or to be issued is 2,000,000;

• (ix) the exercise price of the ordinary option is A$0.25 per share and expiry on 31 December 2013;

• (x) if the options are exercised by the holder, they will receive one ordinary fully paid share for every option, such shares will rank equally with the Company’s existing ordinary shares on issue;

• (xi) the allottee are BGF Equities Pty Ltd who have provided Corporate Advisory Services and assisted with recent Capital Placements for the Company;

• (xii) Issuance of Options was in lieu of cash payment for services rendered by the allottee;

• (xiii) no related parties participated in the above equity security issues; and

• (xiv) the issue of the above equity securities when made did not breach Listing Rule 7.1.

NOTE: RETIREMENT OF DIRECTOR - MR. TREVOR OSBORNE

Mr. Trevor Osborne retires by rotation as a Director of the Company in accordance with ASX listing rule 14.4 and Section 13.2 of the Company’s Constitution and he does not offer himself for re-election at this AGM.

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PROXY FORM

APPOINTMENT OF PROXY TRITON GOLD LIMITED ACN 126 042 215

ANNUAL GENERAL MEETING

I/We

being a Member of Triton Gold Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 10:00am (WST), on 20 May 2011 at Celtic Club Perth, 48 Ord Street, West Perth, Western Australia and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of the Remuneration Report Resolution 2 – Re-Election of Director – Mr. David Singleton Resolution 3 – Approval of Prior Issue of Ordinary Shares Resolution 4 – Approval of Prior Issue of Ordinary Options

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on these Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 4 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 4 WILL BE DISREGARDED.

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signed this day of 2011

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

TRITON GOLD LIMITED ACN 126 042 215

Instructions for Completing ‘Appointment of Proxy’ Form

1.

A shareholder entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2.

A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

2. 2 directors of the company;

3. a director and a company secretary of the company; or

4. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.