TRITON MINERALS LTD — AGM Information 2014

Apr 23, 2014

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TRITON MINERALS LIMITED ACN 126 042 215

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:30am (WST) DATE : 29 May 2014 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) 6489 2555.

CONTENTS PAGE

CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed resolutions)	2-5
Explanatory Statement (explaining the proposed resolutions)	6-14
Schedule 1: Definitions	15-16
Schedule 2: Issues of Equity Securities since 28 May 2013	17-18
Proxy Form	19-20

TIME AND PLACE OF ME ETING AND HOW TO VOT E

VENUE

The Annual General Meeting of the Shareholders of Triton Minerals Limited (the “Company”) to which this Notice of Meeting relates will be held at 10:30am (WST) on Thursday, 29 May 2014 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 Minerals Limited, P.O. Box 1518, West Perth, WA 6872; or

• (b) by facsimile to the Company on facsimile number (08) 9388 1252,

so that it is received not later than 10:30am(WST) on Tuesday, 27 May 2014.

Proxy forms received later than this time will be invalid.

QUESTIONS FROM SHAREHOLDERS:

At the Meeting, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.

Mr. Amar Nathwani, of Nexia Perth, as the auditor responsible for preparing the auditor’s report for the year end 31 December 2013 (or his representative), will attend the Meeting.

The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor’s report;

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

• (d) the independence of the auditor in relation to the conduct of the audit.

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To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have in writing no later than 10:30am (WST) on Tuesday, 27 May 2014 to address details stated above.

As required under section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out the questions directed to the auditor received in writing by 10:30am (WST) on Tuesday, 27 May 2014, being questions which the auditor considers relevant to the content of the auditor’s report or the conduct of the audit of the financial report for the year ended 31 December 2013.

The Chairman will allow reasonable opportunity to respond to the questions set out on this list.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Triton Minerals Limited (the “Company”) will be held at 10:30am (WST) on Thursday, 29 May 2014 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 Tuesday, 27 May 2014.

Terms and abbreviations used in the notice are defined in Schedule 1.

AGENDA

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial statements of the Company for the year ended 31 December 2013 together with the declaration of the directors, the directors’ report, the 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.tritonmineralsltd.com.au However, if you wish to receive hard copies of these reports, please send a written request to the Company Secretary, Triton Minerals Ltd, 278 Barker Road, 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 2013.”

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

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the Voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (c) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (d) the Voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR. ALFRED GILLMAN

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

“That Mr. Alfred Gillman, 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 reappointed as a Director of the Company”.

Notes: The non-candidate directors unanimously support the re-election of Mr. Alfred Gillman. The Chairman of the meeting intends to vote undirected proxies in favour of Mr. Alfred Gillman’s re-election.

RESOLUTION 3 – CONFIRM APPOINTMENT OF DIRECTOR – MR. ALAN JENKS

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

“That, for all purposes, Mr. Alan Jenks, in accordance with Secton13.5 of the Company’s Constitution and, being eligible, is confirmed as being appointed as a Director of the Company.”

Notes: The non-candidate directors unanimously support the election of Mr. Alan Jenks. The Chairman of the meeting intends to vote undirected proxies in favour of Mr. Alan Jenks’ election.

RESOLUTION 4 – 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

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allotment of 27,665,454 ordinary fully paid shares at an issue price of $0.11 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.

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT FACILITY

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

However, the Company will not disregard a vote if:

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

(b) it is cast by the Chairman 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: 17 April 2014

BY ORDER OF THE BOARD

TRITON MINERALS LIMITED BRAD BOYLE MANAGING DIRECTOR

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EXPLANATORY STATEMENT

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 10:30am (WST) on 29 May 2014.

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 31 December 2013.

RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

Section 250R(3) 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 2013 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.

The Corporations Act requires the Company to put a resolution to Shareholders that the In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

It is noted that at the Company’s last annual general meeting, the votes cast against the remuneration report represented less than twenty five (25%) per cent of the total votes cast and accordingly, a spill resolution will not under any circumstances be required for the Annual General Meeting.

A voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. Key Management Personnel and their closely related parties may not vote on this Resolution and may not cast a vote as proxy, unless the proxy appointment gives a direction on how to

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vote or the proxy is given to the Chairman and expressly authorises the Chairman to exercise the proxy.

The Chairman will use any such proxies to vote in favour of Resolution 1. The Company encourages all eligible Shareholders to cast their votes in favour of Resolution 1 (Remuneration Report).

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR. ALFRED GILLMAN

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 27 September 2012, Mr. Alfred Gillman is to retire by rotation at the Annual General Meeting, and being eligible, offers himself for re-election as a Director.

Mr. Gillman is based in Perth, Western Australia. He has held the position of Non-Executive Director of the Company since 27 September 2012.

Mr Gillman has over 30 years of experience as a geologist in gold, base metals and uranium. He has extensive experience in exploration and project development in various parts of the world including Australia, Papua New Guinea, Africa, the United States, Russia and Central Asia.

For most of Mr Gillman’s career, he has held senior management positions, including Group Exploration Manager of Harmony Gold and he is a Fellow and Chartered Professional of the Australian Institute of Mining and Metallurgy. Mr Gillman currently serves as Technical Director for Peninsula Energy Ltd (ASX: PEN), Managing Director of the geological consulting firm Odessa Resources Pty Ltd and is Managing Director of the private exploration company, Dakar Gold Pty Ltd.

Full Name: Alfred Gillman

Qualifications:

• Bachelor of Science (Honours)

Professional Membership:

• Fellow of the Australian Institute of Mining and Metallurgy (CP Geology)

In accordance with Article 13.5 of the Company’s Constitution, Mr. Alfred Gillman seeks appointment to the office of Director of the Company. The proposed Director has provided the Company with written consent to being a Director of the Company.

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

RESOLUTION 3 – CONFIRM APPOINTMENT OF DIRECTOR – MR. ALAN JENKS

In accordance with Section 13.5 of the Company’s Constitution which relevantly states that:

“The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by these Articles. Any Director so appointed holds office only until the next following annual general meeting and is then

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eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.”

Mr Jenks has over 20 years of experience in early stage investments in the junior resources sector, particularly companies with key projects in Australia and Africa.

Mr. Jenks obtained a vast knowledge of South African PGM exploration companies in and around the Bushveld complex. Subsequent to this Mr. Jenks, in 2001, had the foresight to successfully build a platinum group metals recycling company, Catalytic Converters Recycling Services Ltd (“CCRS”). Mr. Jenks is the Managing Director of CCRS, which is a company that specializes in the extraction and recovery of precious metals from spent catalytic converters.

In accordance with Article 13.5 of the Company’s Constitution, Mr. Alan Jenks seeks appointment to the office of Director of the Company. The proposed Director has provided the Company with written consent to being a Director of the Company.

The Board, with the exception of Mr. Jenks, unanimously recommends that members vote in favour of Mr. Jenks’ re-election as the Non-Executive Director.

RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES

Resolution 4 is in respect of the issue of 27,665,454 ordinary fully paid shares.

On 27 March 2014, the Company issued 27,665,454 shares to sophisticated and institutional investors in Australia and internationally, at an issue price of A$0.11 to raise A$3,043,200. This issue is a partial allocation of a placement to raise a total of approximately A$4 million as announced on 18 March 2014. Funds raised from the placement are being used to fund the next phase of the drilling and exploration programs on the key graphite Balama North project in Mozambique

The 27,665,454 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification).

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 is 27,665,454;

• (ii) the issue price of the ordinary shares in respect of this resolution is A$0.11 per share;

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

• (iv) the shares were issued to sophisticated and institutional investors in Australia and internationally and are not a related parties to the Company;

• (v) the funds raised from this issue are being used to fund the next phase of the drilling and exploration program on the key graphite Balama North project in Mozambique; and

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

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT FACILITY

Listing Rule 7.1A enables eligible entities to issue “equity securities” up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the A&P/ASX 300 Index and has a current market capitalisation of approximately $26 million.

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

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

As disclosed in the Company’s previous Annual Reports and Quarterly Activity Reports, the Company continues actively seeking to increase work on its current exploration assets and reviewing new potential projects and investments. Should the Company utilise the 10% Placement Facility, the Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration in relation to costs associated with the acquisition of new resource assets and investments. In such circumstances the Company will provide a valuation of the noncash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of resource assets or investments (which may include costs associated with due diligence and engagement of advisors in assessing new resource assets) and/or continued exploration on the Company’s existing resource assets in Africa (the Mozambique Graphite Project) and Australia (the Fraser Range North Projects) or to meet additional working capital requirements.

Resolution 5 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).

The Directors of the Company believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this resolution.

Description of Listing Rule 7.1A

• (a) Shareholder approval

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The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

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

The Company, as at the date of the Notice, has on issue Shares and Convertible Securities.

(c) Formula for calculating the 10% Placement Facility

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

(A x D) – E

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

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

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

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

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

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

• D is 10%

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

(d) Listing Rule 7.1 and Listing Rule 7.1A

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

In accordance with Listing Rule 7.1, as at the date of this Notice, the Company currently has on issue 245,676,903 shares, subject to shareholder approval being sought and received under Resolution 4 to refresh the Company’s 15% capacity, the Company will therefore have a new capacity to issue 36,851,535 equity securities.

Subject to shareholder approval being sought under Resolution 5, under Listing Rule 7.1A the Company requests an additional 10% capacity which will increase the total number of equity securities that can be placed without shareholder approval to 61,419,225 for the next 12 months.

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

(e) Minimum Issue Price

The issue price of equity securities issued under Listing Rule 7.1A must not be less than 75% of the VWAP of equity securities in the same class calculated over the 15 Trading Days immediately before:

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

• (ii) if the equity securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the equity securities are issued.

(f) 10% Placement Period

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

• (i) the date that is 12 months after the date of the annual general meeting at which approval is obtained; or

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

or such longer period if allowed by ASX (10% Placement Period).

Listing Rule 7.1A

The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:

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

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Convertible Securities, only if the Convertible Securities are converted into Shares. The Company notes as of the date of this notice the Company has 32,085,713 unlisted Convertible Securities with various expiry dates.) There is a risk that:

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

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

• (c) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Notice.

• (d) The table also shows:

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

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

Number of Shares on Issue			Dilution
	Issue Price (per Share)	$0.055 (50% decrease in current issue price)	$0.11 (Current issue price)	$0.165 (50% increase in current issue price)
245,676,903 (Current)	Shares issued (10% Dilution)	24,567,690 Shares	24,567,690 Shares	24,567,690 Shares
	Funds Raised	$1,351,223	$2,702,446	$4,053,669
368,515,355 (50% increase)*	Shares issued (10% Dilution)	36,851,535 Shares	36,851,535 Shares	36,851,535 Shares
	Funds Raised	$2,026,834	$4,053,669	$6,080,503
491,353,806 (100% increase)*	Shares issued (10% Dilution)	49,135,381 Shares	49,135,381 Shares	49,135,381 Shares
	Funds Raised	$2,702,446	$5,404,892	$8,107,338

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* The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table has been prepared on the following assumptions:

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

  - (ii) No Convertible Securities (including any Convertible Securities issued under the 10% Placement Facility) are converted into Shares before the date of the issue of the Equity Securities;

  - (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as10%.

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

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

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

  - (vii) The issue price is $0.11 being the closing price of Shares on the ASX on 10 April 2014.

• (e) The Company will only issue the Equity Securities during the 10% Placement Period.

• (f) The Company may seek to issue the Equity Securities for the following purposes: (i) non-cash consideration in relation to costs associated with the acquisition of new resource assets and investments. In such circumstances the Company will provide a valuation of the noncash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of resource assets or investments (which may include costs associated with due diligence and engagement of advisors in assessing new resource assets) and/or continued exploration on the Company’s existing resource assets in Africa (the Mozambique Graphite Project) and Australia (the Fraser Range North Projects) or to meet additional working capital requirements.

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

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

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

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

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

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

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• (i) The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company. Further, if the Company is successful in acquiring new resources assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

• (j) The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 28 May 2013 (Previous Approval).

On 9 January 2014, the Company issued 2,000,000 ordinary shares pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 28 May 2013, the Company otherwise issued a total of 82,306,144 Shares and 14,285,713 Options which represents approximately 59% of the total diluted number of Equity Securities on issue in the Company on 28 May 2013, was 213,602,009 (comprising of 163,370,759 ordinary shares, 28,231,250 listed options and 22,000,000 unlisted options).

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 2.

• (k)

A voting exclusion statement is included in the Notice.

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

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SCHEDULE 1 – DEFINITIONS

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Facility has the meaning as defined in the Explanatory Statement for Resolution 5. .

10% Placement Period Facility has the meaning as defined in the Explanatory Statement for Resolution 5.

Annual Report means the Directors’ Report, the Financial Report, and Auditor’s Report, in

respect to the year ended 31 December 2013.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the

Australian Securities Exchange operated by ASX Limited.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors of the Company.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party means:

(a) a spouse or child of the member; or

(b) has the meaning given in section 9 of the Corporations Act.

Company means Triton Minerals Limited ACN 126 042 215.

Constitution means the constitution of the Company as at the date of the Meeting.

Convertible Security means a security of the Company which is convertible into Shares.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of annual general meeting.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the

Directors’ Report.

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Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

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SCHEDULE 2 – ISSUES OF EQUITY SECURITIES SINCE 28 MAY 2013

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
15 August 2013	14,809,083	Shares2	Sophisticated & Professional Investors	$0.055 per Share (discount of 15.38%)	For Cash only Amount raised5= $814,500 Amount spent5= $814,500 Amount left = $0 Funds were used to expand the drilling program focused on Target 1 of License 5365 of the Mozambique Graphite Balama North Project.
20 August 2013	5,840,181	Shares2	Sophisticated & Professional Investors	$0.055 per Share (premium of 3.77%)	For Cash only Amount raised5= $321,210 Amount spent5= $321,210 Amount left = $0 Funds were used to expand the drilling program focused on Target 1 of License 5365 of the Mozambique Graphite Balama North Project.
29 October 2013	220,000	Shares2	Directors	$0.055 per Share (discount of 8.33%)	For Cash only Amount raised5= $12,100 Amount spent5= $12,100 Amount left = $0 Funds were used to expand the drilling program focused on Target 1 of License 5365 of the Mozambique Graphite Balama North Project.
26 November 2013	1,000,000	Shares2	Grafex Lda	Nil consideration (Deemed issue price of $0.055, value $55,000)	For Non-cash only Consideration: Part payment for majority interest in Mozambique Projects as per the amended Joint Venture Agreement executed between Grafex Lda and Triton minerals Limited. Current Value = $110,000
7 January 2014	28,571,426 14,285,713	Shares2 Free attaching Options3	Sophisticated Investors	$0.056 per Share (discount of 11.11%)	For Cash only Amount raised5= $1,600,000 Amount spent5= $1,353,500 Amount left = $246,500 Funds are being used for exploration activities and studies at the Mozambique Graphite Balama North Project.
9 January 2014	2,000,000	Shares2	Grafex Lda	Nil consideration (Deemed issue	For Non-cash only

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Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
				price of $0.075, value $150,000)	Consideration: Part payment for majority interest in Mozambique Projects as per the amended Joint Venture Agreement executed between Grafex Lda and Triton minerals Limited. Current Value = $220,000
20 February 2014	1,500,000	Shares2	Option holder	$0.05 per Share (discount of 56.52%)	For Cash only Amount raised5= $75,000 Amount spent5= $0 Amount left = $75,000 Upon conversion of unlisted options. Funds will be used for working capital and for exploration activities and studies at the Mozambique Graphite Balama North Project.
26 February 2014	700,000	Shares2	Option holder	$0.05 per Share (discount of 50%)	For Cash only Amount raised5= $35,000 Amount spent5= $0 Amount left = $35,000 Upon conversion of unlisted options. Funds will be used for working capital and for exploration activities and studies at the Mozambique Graphite Balama North Project.
27 March 2014	27,665,454	Shares2	Sophisticated & Institutional Investors	$0.11 per Share (discount of 15.38%)	For Cash only Amount raised5= $3,043,200 Amount spent5= $0 Amount left = $3,043,200 Funds will be used for the next phase of the drilling and exploration program at the Mozambique Graphite Balama North Project and for working capital.

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: ton (terms are set out in the Constitution).

3. Unquoted Options, exercisable at $0.10 each, on or before 31 December 2016, ASX Code: TONAO.

4. General working capital includes personnel expenses (such as wages and salaries, directors fees and other benefits) and administration expenses (such as rent and office costs, consulting and corporate expenses, compliance and regulatory expenses, travel and accommodation expenses).

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The cash balance of the Company on 28 May 2013 was approximately $1,464,947. The aggregate amount raised from issues of Equity Securities listed in Schedule 2 is $5,901,009. The amount raised from issues of Equity Securities listed in Schedule 2 that remains unspent as at the date of this Notice is $3,399,700. The cash balance of the Company as at the date of this Notice is approximately $3,399,700. The amount spent since 28 May 2013 to the date of this Notice has been approximately $3,966,256. These funds have been spent on exploration activities and operating expenses of the Company including those outlined in the table above.

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PROXY FORM

APPOINTMENT OF PROXY TRITON MINERALS LIMITED ACN 126 042 215

ANNUAL GENERAL MEETING

I/We

==> picture [367 x 19] intentionally omitted <==

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

Appoint

==> picture [365 x 19] intentionally omitted <==

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 10:30am (WST), on 29 May 2014 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	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution	1	– Adoption of the Remuneration Report
Resolution	2	– Re-election of Director – Mr. Alfred Gillman
Resolution	3	– Appointment of Director – Mr. Alan Jenks
Resolution	4	– Approval of Prior Issue of Ordinary Shares
Resolution	5	– Approval of 10% Placement Facility

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

Important – If the Chairman is your proxy or is appointed your proxy by default.

The Chairman intends to vote all available proxies in favour of Resolution 1. If the Chairman is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman's voting intentions on Resolution 1 even if Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 5 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 5 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 2014

%

By:

Individuals and joint holders Companies (affix common seal if appropriate) Director Signature Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

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TRITON MINERALS LIMITED ACN 126 042 215

Instructions for Completing ‘Appointment of Proxy’ Form

( Appointing a Proxy ): 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.

1. ( Joint Holding ): A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

( Companies ): 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 x directors of the company;

• a director and a company secretary of the company; or

• 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.

( Attending the Meeting ): 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.

( Power of Attorney ): 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.

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

2. (a) Post to Triton Minerals Limited, PO Box 1518, West Perth WA 6872; or

3. (b) facsimile to the Company on facsimile number (+61 8) 9388 1252; or

4. (c) email to the Company at Lplunkett@tritonmineralsltd.com.au

So that it is received not later than 10:30am (WST) on Tuesday, 27 May 2014.

Proxy form received later than this time will be invalid.

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