Axiom Mining : Notice of Annual General Meeting and Proxy Forms

Axiom Mining Limited ARBN 119 698 770 Meeting Documentation Notice of Annual General Meeting and Explanatory Statement Date of Meeting

30 March 2017

Time of Meeting

10:00am

Place of Meeting Boardroom No. 9 Upper Lobby

Renaissance Harbour View Hotel

1 Harbour Road

Wan Chai Hong Kong

ARBN 119 698 770 Notice of Annual General Meeting Axiom Mining Limited

The Annual General Meeting of Axiom Mining Limited ARBN 119 698 770 will be held at Boardroom No. 9, Upper Lobby, Renaissance Harbour View Hotel, 1 Harbour Road, Wan Chai Hong Kong on Thursday, 30 March 2017 at 10:00 am.

The business to be considered at the Annual General Meeting is set out below.

This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Statement, which contains information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the proposals set out in this Notice of Meeting, you should consult your financial or other professional adviser.

Business

1. Axiom Group Financial Statements

   To receive and adopt the financial statements and the reports of the Directors and Auditors for the Axiom Group for the year ended 30 September 2016. Those statements and reports have been filed on the ASX electronic filing system for Company Notices and are available on the Company's website at www.axiom-mining.com.

   To consider, and if thought fit, to pass the following ordinary resolutions:
2. Resolution 1 - Approval of the issue of up to 500,000 Loyalty Bonus Options to a Related Party and approval of issue of Shares on exercise of the Loyalty Bonus Options

   "That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, the Company approves the issue of up to 500,000 Loyalty Bonus Options to Mr. Ryan Mount as set out in Section 4 of the Explanatory Statement and approves the Directors to issue up to 500,000 Shares on exercise of those Loyalty Bonus Options on the terms and conditions set out in Section 15(a) of the Explanatory Statement."

   Voting exclusion statement for Resolution 1: The Company will disregard any votes cast on this Resolution by Mr. Ryan Mount and any of his Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
3. Resolution 2 - Approval of issue of up to 137,300 Loyalty Bonus Options to a Related Party and approval of issue of Shares on exercise of the Loyalty Bonus Options

   "That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, the Company approves the issue of up to 137,300 Options to Mr. Neil Mount as set out in Section 5 of the Explanatory Statement and approves the Directors to issue up to 137,300 Shares on exercise of those Options on the terms and conditions set out in Section 0 of the Explanatory Statement."

   Voting exclusion statement for Resolution 2: The Company will disregard any votes cast on this Resolution by Mr. Neil Mount and any of his Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
4. Resolution 3 - Ratification of the issue of up to 12,500,000 shares to professional and/or sophisticated investors

   "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the issue of up to 12,500,000 fully paid Shares to professional and/or sophisticated investors as out in Section 6 of the Explanatory Statement."

   Voting exclusion statement for Resolution 3: The Company will disregard any votes cast on this Resolution by the allottees described in Section 15(c) of the Explanatory Statement and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
5. Resolution 4 - Ratification of the issue of up to 6,250,000 Options to professional and/or sophisticated investors and approval of issue of Shares on exercise of Options

   "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the issue of 6,250,000 Options to professional and/or sophisticated investors as out in Section 6 of the Explanatory Statement and approves the Directors to issue 6,250,000 Shares on exercise of those Options on the terms and conditions set out in Section 15(d) of the Explanatory Statement."

   Voting exclusion statement for Resolution 4: The Company will disregard any votes cast on this Resolution by the allottees described in Section 15(d) of the Explanatory Statement and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
6. Resolution 5 - Ratification of the issue of 17,857,147 Shares to professional and/or sophisticated investors on 5 August 2016

   "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 17,857,147 fully paid Shares to professional and/or sophisticated investors as outlined in Section 7 of the Explanatory Statement."

   Voting exclusion statement for Resolution 5: The Company will disregard any votes cast on this Resolution by the allottees described in Section 15 (e) of the Explanatory Statement and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
7. Resolution 6 - Ratification of issue of 8,928,592 Options to professional and/or sophisticated investors on 5 August 2016

   "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of 8,928,592 Options to professional and sophisticated investors as set out in Section 7 of the Explanatory Statement and approve the Directors to issue 8,928,592 Shares on exercise of those Options on the terms and conditions set out in Sections 7 and 15(f) of the Explanatory Statement."

   Voting exclusion statement for Resolution 6: The Company will disregard any votes cast on this Resolution by the allottees described in Section (f) of the Explanatory Statement and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides
8. Resolution 7 - Approval to issue of 714,286 Shares to Mr. Ryan Mount

   "That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 714,286 Shares to Mr. Ryan Mount as set out in Sections 8 and 15(g) of the Explanatory Statement.

   Voting exclusion statement for Resolution 7: The Company will disregard any votes cast on this Resolution by Mr. Ryan Mount and any of his Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
9. Resolution 8 - Approval to issue 357,143 Options to Mr. Ryan Mount and approval of the issue of Shares on the exercise of Options

   "That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 357,143 Options to Mr. Ryan Mount as set out in Section 8 the Explanatory Statement and approve the Company to issue Shares on the exercise of those Options on the terms and conditions set out in Section 15(h) of the Explanatory Statement."

   Voting exclusion statement for Resolution 8: The Company will disregard any votes cast on this Resolution by Mr. Ryan Mount and any of his Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides
10. Resolution 9 - Ratification of issue of 800,000 Options to Consultants on 5 August 2016

"That, for the purpose of ASX Listing Rule 7.4, and for all other purposes, the Company approves and ratifies the issue of 800,000 unlisted Options to the Consultants described in Sections 9 and 15(i) of the Explanatory Statement, for the provision of media and investor relations services.

Voting exclusion statement for Resolution 9: The Company will disregard any votes cast on this Resolution by the allottees described in Section 15(i) of the Explanatory Statement and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.