TRITON MINERALS LTD

TRITON MINERALS LIMITED ACN 126 042 215

NOTICE OF GENERAL MEETING

TIME : 10:00am (WST) DATE : Friday, 28 November 2014 PLACE : The University Club of Western Australia, Seminar Room 3 Hackett Entrance # 1, Hackett Drive CRAWLEY WA 6009

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 General Meeting (setting out the proposed Resolutions)	3 - 6
Explanatory Statement (explaining the proposed Resolutions)	7 - 13
Glossary	14
Schedule 1 – Terms and Conditions of Unlisted Options - GMP	15 - 16
Schedule 2 – Terms and Conditions of Unlisted Options – Grafex	17 - 18
Proxy Form	19 - 20

TI ME AN D P LA CE OF ME E TING AN D HOW TO VOTE

VENUE

The General Meeting of the Shareholders of the Company to which this Notice of Meeting relates will be held at 10:00am (WST) on Friday, 28 December 2014 at:

The University Club of Western Australia, Seminar Room 3

Hackett Entrance # 1, Hackett Drive

CRAWLEY WA 6009

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

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 those who are registered Shareholders at 10:00 PM(WST) on Wednesday, 26 November 2014.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete (in accordance with the instructions set out on the Proxy Form) 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 10:00am(WST) on Wednesday, 26 November 2014.

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of the Company will be held at 10.00am (WST) on Friday, 28 November 2014 at The University Club of Western Australia, Seminar Room 3, Hackett Entrance # 1, Hackett Drive, CRAWLEY WA 6009.

The Explanatory Statement to this Notice of General Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

AGENDA

RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES - PLACEMENT

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 7.4 and for all other purposes that the Company approves and ratifies the issue of 17,000,000 ordinary fully paid Shares at an issue price of $0.50 as specified in, and on such terms and conditions referred to in, the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolutions 1, 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 2 – APPROVAL OF PRIOR ISSUE OF OPTIONS – GMP SECURITIES

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 7.4 and for all other purposes that the Company approves and ratifies the issue of 5,000,000 unlisted Options with an exercise price of $1.00 and expiry date of 23 July 2017 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 2 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolution 2, 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 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

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 7.4 and for all other purposes that the Company approves and ratifies the issue of 2,000,000 ordinary fully paid Shares at issue price of $0.55 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 Resolution 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.

RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

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 7.4 and for all other purposes that the Company approves and ratifies the issue of 6,112,665 ordinary fully paid Shares at an issue price of $0.61 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 Resolution 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 PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

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 7.4 and for all other purposes that the Company approves and ratifies the issue of 2,575,825 ordinary fully paid Shares at an issue price of $0.61 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 5 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolution 5, 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 6 – APPROVAL OF PRIOR ISSUE OF OPTIONS - GRAFEX

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 7.4 and for all other purposes that the Company approves and ratifies the issue of 5,000,000 unlisted Options with an exercise price of $0.70 and expiry date of 25 August 2017 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 6 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolution 6, 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 7 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – CONSULTANT

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 7.4 and for all other purposes that the Company approves and ratifies the issue of 100,000 ordinary fully paid Shares to a consultant as specified in, and on such terms and conditions referred to in, the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 7 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolution 7, 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: 24 October 2014 BY ORDER OF THE BOARD

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TRITON MINERALS LIMITED MR MICHAEL BRADY COMPANY SECRETARY

E X P L A N A TO R Y S T A TE M E N 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 General Meeting to be held at The University Club of Western Australia, Seminar Room 3, Hackett Entrance # 1, Hackett Drive, CRAWLEY WA 6009 at 10.00am (WST) on Friday, 28 November 2014.

The 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 specified 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.

RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – PLACEMENT

Resolution 1 is in respect of the issue of 17,000,000 ordinary fully paid Shares.

On 17 July 2014, the Company announced that it had issued 17,000,000 Shares to sophisticated and institutional investors in Australia and internationally, at an issue price of $0.50 to raise $8,500,000. The Shares began trading on the ASX on 24 July 2014. Funds raised from the placement proceeds were used to:

(a) partially fund the cash consideration payments required to be made to Grafex pursuant to the terms of a transaction entered into between Grafex and the Company on 16 July 2014, whereby the Company may acquire in a staged acquisition the remaining 40% interest in all of the Mozambique graphite projects known as Balama North, Balama South and Ancuabe ( Projects ); and
(b) accelerate the exploration and development program at the Balama North project, including advancing the current Diamond and RC drilling at the Nicanda Hill prospect, ongoing metallurgical test work, scoping, pre-feasibility test work and other activities.
The 17,000,000 Shares, as outlined below, were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 1 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 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 17,000,000;
(ii) the issue price of the ordinary Shares is an issue price $0.50 per Share;
(iii) the ordinary fully paid 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, who are not a related party to the Company;
(v) the funds raised from this issue were used for the payment to acquire 80% of Grafex and the Projects, together with exploration and development of the Balama North project and general working capital requirements;
(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.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary shares.

A voting exclusion statement has been included with Resolution 1.

RESOLUTION 2 – APPROVAL OF PRIOR ISSUE OF OPTIONS – GMP SECURITIES

Resolution 2 is in respect of the issue of 5,000,000 unlisted Options.

On 17 July 2014, the Company announced that it had successfully completed a placement to institutional and sophisticated investors of 17 million fully paid ordinary Shares at a price of $0.50 per share to raise $8.5 million ( Placement ). GMP Securities acted as Lead Manager and Sole Bookrunner to the Placement that attracted significant interest and has allowed the Company to introduce a number of new Australian and International investors as Shareholders of the Company.

As part consideration for GMP Securities role as Lead Manager and Sole Bookrunner to the Placement, the Company agreed to issue 5,000,000 unlisted Options to GMP Securities.

Settlement of the Placement occurred on 24 July 2014 and the unlisted Options were issued to GMP Securites on the same day.

Details of the key terms of the unlisted Options are set out in Schedule 1 to this Explanatory Memorandum.

The 5,000,000 unlisted Options, as outlined below, were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Resolution 1 above.

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 unlisted Options issued is 5,00,000;
(ii) the exercise price of the unlisted Options is $1.00 per Option, with an expiry date of 23 July 2017;
(iii) if the unlisted 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;
(iv) the unlisted Options were issued to GMP Securities or their nominees(s) for nil cash consideration;
(v) no funds were raised from the issue of these unlisted Options and, if these unlisted Options are exercised, the Company will receive $1.00 for every unlisted Option exercised by the holders of those unlisted Options;
(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.

The Board, unanimously recommends that members vote in favour to approve the prior issue of unlisted Options.

A voting exclusion statement has been included with Resolution 2.

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

Resolution 3 is in respect of the issue of 2,000,000 ordinary fully paid Shares.

In December 2012, the Company executed a Joint Venture Agreement with the shareholders of Grafex in relation to the five (5) exploration licenses in the Cabo Delgado Province of Mozambique, with a key focus on Graphite ( Joint Venture Agreement ).

Pursuant to the terms of the Joint Venture Agreement and as consideration for the Company acquiring a 60% interest in the joint venture, the Company was required to make a number of staged payments to Grafex. The issue of the 2,000,000 Shares to the shareholders of Grafex was the final consideration provided by the Company, for the acquisition of its 60% interest in the joint venture.

The 2,000,000 Shares, as outlined below, were issued to Grafex on 28 July 2014, pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Resolution 1 above.

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 2,000,000;
(ii) the issue price of the ordinary Shares is an issue price $0.55 per Share;

(iii) the ordinary fully paid Shares issued rank equally with the Company’s existing ordinary Shares on issue;

(iv) the Shares were issued on 28 July 2014, to a shareholder of Grafex, Mr Greg Sheffield, and the issue of Shares was part consideration pursuant to the terms of the joint venture agreement executed with Grafex during December 2012;
(v) the issuance of Shares was in lieu of cash payment to acquire a 60% interest in Mozambique graphite project for an issue price of $0.55 per Share;
(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.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary shares.

A voting exclusion statement has been included with Resolution 3.

RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

Resolution 4 is in respect of the issue of 6,112,665 ordinary fully paid Shares.

On 16 July 2014, the Company and Grafex executed a binding agreement, which allows the Company to acquire the remaining 40% interest in all of the Mozambique graphite projects known as Balama North, Balama South and Ancuabe ( Projects ). Pursuant to the terms of the agreement the transaction takes place in two tranches. The first tranche allows the Company to acquire an 80% interest in Grafex and the Projects for the payment of USD$5,000,000 together with the issue of Shares to the value of USD$5,000,000 and 5,000,000 unlisted Options ( First Tranche Consideration ).

The First Tranche Consideration required the Company to issue 8,688,490 Shares (valued at USD$5,000,000) and 5,000,000 unlisted Options to shareholders of Grafex. On 28 July 2014, pursuant to ASX Listing Rule 7.1 the Company issued 6,112,665 Shares, the subject of this Resolution, thus leaving a further 2,575,825 Shares and 5,000,000 unlisted Options to be issued on 25 August 2014, when the Company had sufficient 7.1 capacity, in order to complete the First Tranche Consideration.

The 6,112,665 Shares, as outlined below, were issued on 28 July 2014 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 ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Resolution 1 above.

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 6,112,665;
(ii) the issue price of the ordinary Shares is an issue price $0.61 per Share;
(iii) the ordinary fully paid Shares issued rank equally with the Company’s existing ordinary Shares on issue;
(iv) the Shares were issued on 28 July 2014 to shareholders of Grafex, and the issue of Shares was part First Tranche Consideration paid to shareholders of Grafex to acquire an 80% interest in Grafex and the Projects;

(v) the issuance of Shares was in lieu of cash payment to acquire an 80% interest in Grafex and the Mozambique graphite Projects held by it, for an issue price of $0.61 per Share;
(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.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary Shares.

A voting exclusion statement has been included with Resolution 4.

RESOLUTION 5 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

Resolution 5 is in respect of the issue of 2,575,825 ordinary fully paid Shares.

The First Tranche Consideration required the Company to issue 8,688,490 Shares (vaued at USD$5,000,000) and 5,000,000 unlisted Options to the shareholders of Grafex. On 28 July 2014, pursuant to ASX Listing Rule 7.1 the Company issued 6,112,665 Shares, the subject of Resolution 4, thus leaving a further 2,575,825 Shares and 5,000,000 unlisted Options to be issued on 25 August 2014, when the Company had sufficient 7.1 capacity, in order to complete the First Tranche Consideration. This Resolution 5 relates to the issue of 2,575,825 ordinary fully paid Shares issued to complete the Share issue requirements of the First Tranche Consideration.

The 2,575,825 Shares, as outlined below, were issued on 25 August 2014, pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Resolution 1 above.

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 2,575,825;
(ii) the issue price of the ordinary Shares is an issue price $0.61 per Share;
(iii) the ordinary fully paid Shares issued rank equally with the Company’s existing ordinary Shares on issue;
(iv) the Shares were issued on 25 August 2014 to shareholders of Grafex, and the issue of Shares was part of the First Tranche Consideration paid to shareholders of Grafex to acquire an 80% interest in Grafex and the Projects;
(v) the issuance of Shares was in lieu of cash payment to acquire an 80% interest in Grafex and the Mozambique graphite Projects held by it, for an issue price of $0.61 per Share;

(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.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary Shares.

A voting exclusion statement has been included with Resolution 5.

RESOLUTION 6 – APPROVAL OF PRIOR ISSUE OF ORDINARY OPTIONS - GRAFEX

Resolution 6 is in respect of the issue of 5,000,000 unlisted Options.

On 16 July 2014, the Company and Grafex executed a binding agreement, which allows the Company to acquire the remaining 40% interests in the interest in all of the Mozambique graphite projects known as Balama North, Balama South and Ancuabe ( Projects ). Pursuant to the terms of the agreement the transaction takes place in two tranches. The first tranche allows the Company to acquire an 80% interest in Grafex and the Projects for the payment of USD$5,000,000 together with the issue of USD$5,000,000 worth of Shares and 5,000,000 unlisted Options ( First Tranche Consideration ).

The First Tranche Consideration required the Company to issue 8,688,490 Shares (vaued at USD$5,000,000) and 5,000,000 unlisted Options to the shareholders of Grafex. This Resolution 6 relates to the issue of 5,000,000 unlisted Options issued to complete the Options issue requirements of the First Tranche Consideration.

Details of the key terms of the Options are set out in Schedule 2 to this Explanatory Memorandum.

The 5,000,000 unlisted Options, as outlined below, were issued on 25 August 2014, pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Resolution 1 above.

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 unlisted Options issued is 5,00,000;
(ii) the exercise price of the unlisted Options is $0.70 per Option with an expiry date of 25 August 2017;
(iii) if the unlisted 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;
(iv) the unlisted Options were issued to shareholders of Grafex, as part of the First Tranche Consideration paid to acquire an 80% interest in Grafex and the Projects;
(v) no money will be raised from the issue of these unlisted Options and, if these unlisted Options are exercised, the Company will receive $0.70 for every unlisted Option exercised by the holders of those unlisted Options;
(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.

The Board, unanimously recommends that members vote in favour to approve the prior issue of unlisted Options.

A voting exclusion statement has been included with Resolution 6.

RESOLUTION 7 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – CONSULTANT

On 1 September 2014 the Company announced the issue of 100,000 Shares to a consultant for geological services provided to the Company.

Resolution 7 is an ordinary resolution under which Shareholder approval is now sought to ratify the Shares previously issued for these services.

The Company has issued 100,000 Shares to a consultant in in lieu of payment for geological services in order to preserve its cash resources. Accordingly, no funds were raised from the issue.

The Shares began trading on 1 September 2014.

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Resolution 1 above.

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 100,000;
(ii) the issue price of the ordinary Shares is an issue price of $0.365 per Share;
(iii) the ordinary fully paid Shares issued rank equally with the Company’s existing ordinary Shares on issue;
(iv) the Shares were issued a consultant in lieu of payment for geological services , who are not a related party to the Company. Accordingly, no funds were raised from the issue; and
(v) the issue of the above equity securities when made do not breach Listing Rule 7.1.

The Board, unanimously recommends that members vote in favour to approve the prior issue of the ordinary Shares to employees and consultants.

A voting exclusion statement has been included with Resolution 7.

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Triton Minerals Ltd (ACN 126 042 215).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

GMP Securities means GMP Securities Australia Pty Limited ABN 46 149 263 543.

Grafex means Grafex Limitada, NUIT 400 356 156, a company duly incorporated under the laws of Mozambique.

Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an unlisted option to acquire a Share with the terms and conditions set out in Schedule 1 & 2.

Option holder means a holder of an Option.

Plan Shares means Shares under the New Employee Share Plan.

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

S C H ED U L E 1 – TE R MS A N D C ON D I TI ON S O F UN L I STE D OP T IO N S - G MP

Each option ( Option ) shall entitle the holder of the Option ( Option Holder ) to subscribe for and be issued one fully paid ordinary share ( Share ) in Triton Minerals Limited ACN 126 042 215 (the Company ) on the terms and conditions set out below:

Each Option is exercisable at any time after the date of granting of the Option to a date up to and including 23 July 2017 ( Option Period ) and if the Option is not exercised on or prior to the expiry of the Option Period, the Option shall lapse and any consideration payable shall be forfeited.
The Options may be exercised wholly or in part by giving notice in writing ( Notice of Exercise ) to the board at any time during the Option Period.
Options shall only be exercisable in multiples of 100. Within 10 business days of the exercise of the Option the Company shall apply for the shares to be admitted for quotation on the Official List of Australian Securities Exchange Limited.
The exercise price for each Option, being AUD $1.00 ( Exercise Price ) is payable immediately on exercise.
On receipt by the Company of the Notice of Exercise and payment of the relevant Exercise Price, the Company must, within 14 days, issue to the Option Holder the number of Shares in respect of which the Option is exercised and dispatch the relevant share certificate or other appropriate acknowledgment as soon as reasonably practicable thereafter.
Shares issued on the exercise of any Options will rank equally in all respects with the then existing issued ordinary fully paid shares in the Company and will be subject to the provisions of the Constitution of the Company.
An Option does not confer rights to participate in new issues of securities of the Company, unless the Option Holder has first exercised the Option.
Adjustments to the number of shares over which Options are exercisable and/or the Exercise Price will be made to take account of changes to the capital structure of the Company by way of pro rata bonus and cash issues as follows:
(a) Pro-Rata Cash issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the Exercise Price of an option may be reduced according to the following formula:

O' = O - E[P-(S+D)] N + 1

where:

O' = the new exercise price of the option.
O = the old exercise price of the option.
E = the number of underlying securities into which one option is Exercisable.
P = the average market Price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the Subscription price for a security under the pro rata issue.
D = the Dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).
N = the Number of securities with rights or entitlements that must be held to receive a right to one new security.

(b) Pro-Rata Bonus Issues

If there is a bonus issue to the holders of the underlying securities, on the exercise of any options, the number of shares received will include the number of bonus shares that would have been issued if the options had been exercised prior to the record date for bonus issues. The Exercise Price will not change.

In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company the rights of an option holder will be changed to the extent necessary to comply with the listing rules applying to a reorganisation of capital at the time of the reorganisation, in a manner which will not result in any benefits being conferred on Option Holders which are not conferred on shareholders.
If during the currency of any Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act 2001, as amended ) is made to holders of shares then within 10 Business Days after the Company becomes aware of the offer, the Company must forward a notice notifying the Option Holder of the offer and from the date of such notification the Option Holder has 60 days within which to exercise the Options notwithstanding any other terms and conditions applicable to the Options of arrangement. If the Options are not exercised within 60 days after the notification of the offer, the Options may be exercised at any other time according to their terms of issue. If an offer for the shares is made to shareholders of the Company pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act 2001, as amended , the Option Holder will be entitled to exercise Options held by them within the period notified by the Company.
Notices may be given by the Company to the Option Holder in the manner prescribed by the Constitution of the Company for the giving of notices to the Shareholders of the Company and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Option Holder.
The Option Holder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, but will not have any right to attend or vote at these meetings.

S C H ED U L E 2 – TE R MS A N D C ON D I TI ON S O F UN L I STE D OP T IO N S - G RA F EX

Each Option is exercisable at any time after the date of granting of the Option to a date up to and including 25 August 2017 ( Option Period ) and if the Option is not exercised on or prior to the expiry of the Option Period, the Option shall lapse and any consideration payable shall be forfeited.
The Options may be exercised wholly or in part by giving notice in writing ( Notice of Exercise ) to the board at any time during the Option Period.
Options shall only be exercisable in multiples of 100. Within 10 business days of the exercise of the Option the Company shall apply for the shares to be admitted for quotation on the Official List of Australian Securities Exchange Limited.
The exercise price for each Option, being AUD $0.70 ( Exercise Price ) is payable immediately on exercise.
On receipt by the Company of the Notice of Exercise and payment of the relevant Exercise Price, the Company must, within 14 days, issue to the Option Holder the number of Shares in respect of which the Option is exercised and dispatch the relevant share certificate or other appropriate acknowledgment as soon as reasonably practicable thereafter.
Shares issued on the exercise of any Options will rank equally in all respects with the then existing issued ordinary fully paid shares in the Company and will be subject to the provisions of the Constitution of the Company.
An Option does not confer rights to participate in new issues of securities of the Company, unless the Option Holder has first exercised the Option.
Adjustments to the number of shares over which Options are exercisable and/or the Exercise Price will be made to take account of changes to the capital structure of the Company by way of pro rata bonus and cash issues as follows:

(a) Pro-Rata Cash issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the Exercise Price of an option may be reduced according to the following formula:

O' = O - E[P-(S+D)] N + 1

where:

O' = the new exercise price of the option.
O = the old exercise price of the option.
E = the number of underlying securities into which one option is Exercisable.
P = the average market Price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the Subscription price for a security under the pro rata issue.
D = the Dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).
N = the Number of securities with rights or entitlements that must be held to receive a right to one new security.

(b) Pro-Rata Bonus Issues

In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company the rights of an option holder will be changed to the extent necessary to comply with the listing rules applying to a reorganisation of capital at the time of the reorganisation, in a manner which will not result in any benefits being conferred on Option Holders which are not conferred on shareholders.
If during the currency of any Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act 2001, as amended ) is made to holders of shares then within 10 Business Days after the Company becomes aware of the offer, the Company must forward a notice notifying the Option Holder of the offer and from the date of such notification the Option Holder has 60 days within which to exercise the Options notwithstanding any other terms and conditions applicable to the Options of arrangement. If the Options are not exercised within 60 days after the notification of the offer, the Options may be exercised at any other time according to their terms of issue. If an offer for the shares is made to shareholders of the Company pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act 2001, as amended , the Option Holder will be entitled to exercise Options held by them within the period notified by the Company.
Notices may be given by the Company to the Option Holder in the manner prescribed by the Constitution of the Company for the giving of notices to the Shareholders of the Company and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Option Holder.
The Option Holder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, but will not have any right to attend or vote at these meetings.

PROXY FORM

APPOINTMENT OF PROXY TRITON MINERALS LIMITED ACN 126 042 215

GENERAL MEETING

I/We being a Member of Triton Minerals 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 General Meeting to be held at 10.00am (WST), on Friday, 28 November 2014 at The University Club of Western Australia, Seminar Room 3, Hackett Entrance # 1, Hackett Drive, CRAWLEY WA 6009 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 General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Approval of Prior Issue of Ordinary Shares – Placement Resolution 2 – Approval of Prior Issue of Options – GMP Securities Resolution 3 – Approval of Prior Issue of Ordinary Shares – Grafex Resolution 4 – Approval of Prior Issue of Ordinary Shares – Grafex Resolution 5 – Approval of Prior Issue of Ordinary Shares – Grafex Resolution 6 – Approval of Prior Issue of Options - Grafex Resolution 7 – Approval of Prior Issue of Ordinary Shares – Consultants

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

However, by marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 7 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 7 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 7. The Chairperson of the Meeting intends to vote undirected proxies in favour of the Resolutions 1 to 7.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 7 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 7 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

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

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.
( 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.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) Post to Triton Minerals Limited, PO Box 1518, West Perth WA 6872; or
(b) facsimile to the Company on facsimile number (+61 8) 9388 1252; or
(c) email to the Company at [email protected]

So that it is received not later than 10:00am (WST) on Wednesday, 26 November 2014.

Proxy form received later than this time will be invalid.

AI assistant

TRITON MINERALS LTD — Proxy Solicitation & Information Statement 2014

65939_rns_2014-10-27_6ee12eb2-9971-4979-a5cd-c0dddceea4db.pdf