Churchill Mining : 02 November 2016 PDF 2016 Notice of AGM

CHURCHILL MINING PLC REGISTERED IN ENGLAND AND WALES COMPANY NUMBER 5275606 NOTICE OF ANNUAL GENERAL MEETING TIME: 10.00 am DATE: 1 December 2016 VENUE: BDO LLP - 55 Baker Street, London W1U 7EU

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 (+61) (8) 6380 9670 or 0207 580 6075

Churchill Mining Plc

Suite 1, 346 Barker Rd, Subiaco WA 6008 PO Box 8050, Subiaco East WA 6008

Tel [phone] | Fax [phone]

Website: www.churchillmining.com Email: [e-mail]

CONTE N T S PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) Explanatory Statement (explaining the proposed resolutions)

Proxy Form

TIME A N D PLACE O F MEETIN G AND HOW TO V O TE VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will

be held at 10.00am on 1 December 2016 at: BDO LLP (London), 55 Baker Street, London W1U 7EU.

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. If your shares are held in a nominee account you will require a letter of representation from that nominee permitting you to attend and vote.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) Post to the: Company Secretary Churchill Mining Plc

c/- Share Registrars Limited,

The Courtyard, 17 West Street, Farnham, Surrey GU9 7D United Kingdom;

(b) Facsimile to [phone],

so that it is received not later than 10.00am (or 48 hours before the time of the meeting excluding any part of a day that is not a business day) on 29 November 2016.

Proxy Forms received later than this time will be invalid. NOTICE O F ANNU A L GENER A L MEETIN G

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00am on 1 December 2016 at BDO LLP (London), 55 Baker Street, London W1U 7EU. The Explanatory Statement to this Notice of 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 ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. To receive the report of the Directors and the audited financial statements of the Company for the year ended 30 June 2016.

2. To re-elect as a Director of the Company Fara Luwia, who retires by rotation under the Articles of Association of the Company and, being eligible, offers herself for re- election.

3. To re-elect as a Director of the Company Gregory Radke, who retires by rotation under the Articles of Association of the Company and, being eligible, offers himself for re-election as a director of the Company.

4. To re-appoint BDO LLP as auditors of the Company to act until the conclusion of the next Annual General Meeting and to authorise the Directors to determine the remuneration of the auditors.

   SPECIAL BUSINESS

   ORDINARY RESOLUTION

5. That to the exclusion of and in substitution for any such authority previously conferred upon them and subsisting at the date of this Resolution (save to the extent that the same may already have been exercised and save for any such authority granted by statute), the Directors be and are hereby authorised, generally and unconditionally for the purpose of section 551 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of that Act) up to a maximum aggregate nominal amount of

   £222,000 provided that:

6. this authority shall expire on the date of the next annual general meeting of the Company; and

7. the Company may before such expiry date make an offer, agreement or other arrangement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer, agreement or arrangement as if the authority hereby conferred had not so expired.

   SPECIAL RESOLUTION

8. That in substitution for all existing and unexercised authorities and subject to the passing of the immediately preceding Resolution, the directors of the Company be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) pursuant to the authority conferred upon them by the preceding Resolution as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by the Resolution, unless previously revoked or varied by special resolution of the Company in general meeting, shall be limited:

9. to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of the ordinary shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

10. to the allotment (otherwise than pursuant to sub-paragraphs (a) above) of equity securities up to an aggregate nominal amount of £221,000 in respect of any other issues for cash consideration, and/or the grant or ratification of the grant of a right to subscribe for, or to convert any right to subscribe into equity securities.

11. and shall expire on the date of the next Annual General Meeting of the Company save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

    DATED: 1ST NOVEMBER 2016 BY ORDER OF THE BOARD RUSSELL HARDWICK/ STEPHEN RONALDSON JOINT COMPANY SECRETARIES CHURCHILL MINING PLC