Magnis Resources : NOTICE OF ANNUAL GENERAL MEETING

ABN 26 115 111 763 NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM AND PROXY FORM DATE AND TIME OF MEETING: 21 October 2016 at 10:00AM (AEDT) PLACE OF MEETING: The York Conference & Function Centre Level 2, 99 York Street Sydney NSW 2000

IMPORTANT INFORMATION

This is an important document that should be read in its entirety.

If you do not understand it, or any part of it, you should consult your professional advisors.

ABN 26 115 111 763

Dear Shareholder

On behalf of the Board I am pleased to invite you to attend the tenth Annual General Meeting (AGM) of Magnis Resources Limited. The following information is enclosed:

• Notice of Annual General Meeting

• Explanatory Memorandum

• Proxy form; and

• Reply paid envelope for lodging your proxy form and/or sending any written instructions to Magnis Resources Limited before the AGM.

AGM

The AGM will be held on Friday 21 October 2016 at 10:00am (Sydney time) at the York Conference & Function Centre, Level 2, 99 York St Sydney. You are invited to join the Board for refreshments after the meeting.

Business of the AGM

The business of the AGM is set out in the Notice of Annual General Meeting (the Notice). The Notice and Explanatory Memorandum set out important information in relation to the matters to be considered by shareholders at the Meeting, and I encourage you to read those materials carefully.

Attendance

If you are attending the AGM, please bring your personalised proxy form to allow the Share Registry to promptly register your attendance at the meeting. The registration desk will be open from 9:15am.

If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the meeting in your place. Please refer to the Notice and proxy form regarding the appointment of a proxy.

Shareholder questions

Shareholders attending the AGM will have the opportunity to ask questions at the AGM. If you have an issue or question that you would like to be discussed at the Meeting, please send your query to:

The Secretary, Magnis Resources Limited, [e-mail], prior to the AGM.

Written shareholder queries submitted before the AGM must be received by 10am (Sydney time) on Thursday 20 October 2016.

I look forward to seeing as many shareholders as possible at the AGM. Yours sincerely

Frank Poullas Chairman, Magnis Resources Limited BUSINESS

1. CONSIDERATION OF REPORTS

   To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's

   Report of the Company for the financial year ended 30 June 2016.

   All shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2016 on the Magnis website at www.magnis.com.au.

2. QUESTIONS & COMMENTS

Following consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions or comment about the management of the Company.

The Chairman will also give shareholders an opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the Independent Auditor's Report;

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

• the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit. A list of written questions, if any, submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM.