Equus Mining : Notice of General Meeting/Proxy Form

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members is to be convened at Level 5, 56 Pitt Street, Sydney, NSW, 2000 on 18 September 2019 at 10 am.

AGENDA

BUSINESS

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

Ordinary Resolution 1 Ratification of 134,591,529 Shares - Listing Rule 7.4

'That the issue of 134,591,529 fully paid ordinary shares in the Company on 8 August 2019 for A$0.01 per share be and is hereby ratified for the purposes of ASX Listing Rules 7.4 as set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 2 Approval of the Proposed Issue of 297,908,471 Shares

'That, for the purposes of ASX Listing Rule 7.1, the proposed issue and allotment of up to 297,908,471 fully paid ordinary shares in the Company as set out in the Explanatory Memorandum attached to this Notice of Meeting be and is hereby approved.'

Ordinary Resolution 3 Approval of the Proposed Issue of Shares to John Braham

'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 4,000,000 fully paid ordinary shares in the Company to a Director Mr John Braham and/or his nominee as set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 4 Approval of the Proposed Issue of Shares to Mark Lochtenberg

'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 13,500,000 fully paid ordinary shares in the Company to a Director Mr Mark Lochtenberg and/or his nominee as set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 5 Approval to issue Unlisted Options to John Braham

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 15,000,000 Options to John Brham or his nominee on the terms and conditions set out in the Explanatory Statement."

Ordinary Resolution 6 Approval to the Proposed Issued of shares

'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue and allotment of 8,687,500 fully paid ordinary shares to Terrane Minerals SpA ('Terrane') and/or their nominees, the balance consideration payable to the vendors of Los Domos project on the terms and conditions as set out in the explanatory memorandum accompanying this Notice of Meeting.

To transact any other business that may be brought forward in accordance with the Company's Constitution.

By order of the Board Marcelo Mora Company Secretary 16 August 2019

Equus Mining Limited ABN 44 065 212 679

Level 2, 66 Hunter Street, Sydney NSW 2000, Australia T [phone] F [phone]

1. [e-mail] W: www.equusmining.com

Explanatory Memorandum

to the Notice of General Meeting to be held on 18 September 2019

Resolution 1

Resolution 1 seeks the approval of Shareholders of the prior issues of ordinary shares that have occurred in the 12 months prior to the date of this Notice that have not already been approved by Shareholders for the purposes of Listing Rule 7.4.

Under Listing Rule 7.4, an issue of Securities under Listing Rule 7.1 will be treated as having been made with the approval of Shareholders if the issue did not breach the Listing Rules and Shareholders subsequently approve the issue of the Securities. The Company confirms that the issue of the Placement Shares did not breach Listing Rule 7.1.

The Company is now seeking Shareholders ratification for the purposes of ASX Listing Rules 7.4. This ratification will provide the Company with the ability to raise further funds, if required, will maximise the flexibility of the Company's funds management and will facilitate planning for the Company's ongoing activities.

Details of the issue, as required by ASX Listing Rule 7.5 are as follows:

As announced on 8 August 2019, pursuant to its then available listing rule 7.1 capacity, the Company issued 134,591,529 fully paid ordinary shares at $0.01 per share to professional and sophisticated investors (none of whom were related parties of the Company), the proceeds of the fund raised are being used for a drilling campaign at Cerro Bayo gold-silver mine, to further advance the Company's Los Domos gold-silver project and for corporate and working capital purposes.

All shares issued rank equally with all other existing ordinary shares.

Voting Exclusion Statement

The Company will disregard any votes cast in favour on this Resolution by or on behalf of a person who participated in the placement 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

The Directors recommend that you vote IN FAVOUR of Resolution 1.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1.

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Resolution 2

Resolution 2 seeks the approval by shareholders for the issue and allotment of up to 297,908,471 fully paid ordinary shares out of 315,408,471 in the Company as part of the tranche two placement as announced on 1 August 2019 as soon as practicable after the date of this General Meeting. The issue will occur progressively and in any event, within 3 months of the date of this General Meeting for the purposes of ASX Listing Rule 7.1.

Details of the proposed issue and allotment, as required by ASX Listing Rule 7.1 are as follows:

• Maximum number of
  securities to be issued: 297,908,471.

•	Issue price:	$0.01 per share.
•	Terms:	Fully paid ordinary shares ranking pari passu with existing ordinary shares.
•	Names of allottees:	Professional and sophisticated investors.
•	Allotment date:	Within three months of the date of this General Meeting.

• Intended use of funds: The funds will be used for the 10,000 metres drilling program at Cerro Bayo gold- silver mine to further advance Los Domos gold-silver project and for general corporate expenses and working capital purposes.

Voting Exclusion Statement

The Company will disregard any votes cast in favour on this Resolution by a person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities.

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.

The Directors recommend that you vote IN FAVOUR of Resolution 2.

The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2.

Resolution 3 and 4 Approval of Directors Participation in Tranche 2 Placement

Resolutions 3 and 4 seeks the approval by shareholders for the issue and allotment of 17,500,000 fully paid ordinary shares out of 315,408,471 in the Company as part of the tranche two placement as announced on 1 August 2019 as soon as practicable after the date of this General Meeting, and in any event, within 1 month of the date of this General Meeting for the purposes of ASX Listing Rule 10.11. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

This proposed issue, which was announced to the ASX on 1 August 2019, will provide funding for the drilling program of 10,000 metres at Cerro Bayo gold-silver mine to continue advancing the Los Domos Gold-Silver project in Chile and for general corporate expenses and working capital purposes.

Shareholder approval is required in accordance with Listing Rule 10.11 and Section 228 of the Corporations Act because Directors and former Directors of the Company that ceased to be directors in the last 6 months prior to this notice of meeting are related parties. If approved, the shares are issue on the same terms and conditions as the placement announced on 1 August 2019.

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Furthermore, Shareholder approval of the issue placement to the Directors means that these issues will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Details of the issue, as required by ASX Listing Rule 10.11 are as follows:

• Number of securities

	to be issued:	17,500,000.
•	Issue price:	$0.01 per share.
•	Terms:	Fully paid ordinary shares ranking pari passu with existing ordinary shares.
•	Names of allottees:	Mark Lochtenberg or his nominee 13,500,000 ordinary shares and John Braham or
		his nominee 4,000,000 ordinary shares.
•	Allotment date:	Within one month of the date of this General Meeting.

• Intended use of funds: The funds will be used for the 10,000 metres drilling program at Cerro Bayo gold- silver mine to further advance Los Domos gold-silver project and for general corporate expenses and working capital purposes.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolutions 3 by John Braham and Resolution 4 by Mark Lochtenberg or their nominees 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.

The Directors recommend that you vote IN FAVOUR of Resolutions 3 and 4.

The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolutions 3 and 4.

Resolution 5

The Company has agreed, subject to obtaining shareholder approval, to issue 15,000,000 unlisted options to Mr John Braham (or his nominee) on the terms and conditions set out below and also in Schedule 1 on page 7 of this Explanatory Memorandum.

The Board considers that it is reasonable for the remuneration of directors to have a cash component and an equity component to further align directors' interests with those of Shareholders. The Board believes that the issue of the options to Directors provides a reasonable, appropriate and cost effective method of remunerating Directors by providing an equity based incentive for their ongoing commitment and contribution to the Company in their roles as Directors and when required as members of a Committee.

Resolution 5 seeks Shareholder approval for the grant of 15,000,000 unlisted options to Mr John Braham (or his nominee). The proposed unlisted options to be issued to Mr Braham if approved by shareholders are for the period commencing on 13 November 2018 and ending on 13 November 2019.

As the grant of the options involves the issue of a right to securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

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Details of the issue, as required by ASX Listing Rule 10.13

• Persons to whom options are to be issued:
• Number of options to be issued:
• Date of securities to be issued:
• Issue price:
• Entitlement per option:

John Braham (or their nominees)

15,000,000 unlisted options.

The options may be allotted immediately following Shareholder approval at the General Meeting and, in any event, within one month following the close of the meeting.

$nil.

Each Option entitles the holder to subscribed for and be allotted one fully paid ordinary share. The options are exercisable at any time after the vesting date and before the expiry date.

• Exercise prices per option:
• Vesting dates:
• Expiry date:
• Use of the funds:

$0.03 for the first tranche of 5,000,000 options; $0.05 for the second tranche of 5,000,000 options; $0.07 for the thrid tranche of 5,000,000 options.

Immediately following shareholder approval of the grant of options for both tranches.

For the $0.03 options the expiry date is 13 November 2020; For the $0.05 options the expiry date is 13 November 2021; For the $0.07 options the expiry date is 13 November 2023;

No funds will be raised from the issue of the options. In the event that any of the options are exercised the funds raised will be used to continue the Company's exploration projects and for working capital purposes.

The options issued under Resolution 5 allow for the rights of the optionholder to be changed to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation. The optionholder cannot participate in new issues without exercising the options.

By obtaining shareholder approval for Resolution 5 as required by ASX Listing Rule 10.11, the Company will satisfy the requirements of exception 14 of ASX Listing Rule 7.2 and thereby not require shareholder approval for this issue resolution under Listing Rule 7.1.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by John Braham or his Nominees who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities) 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

The Directors recommend that you vote IN FAVOUR of Resolution 5.

The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 5.

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