Greenland Minerals and Energy : Notice of Annual General Meeting /Proxy Form

GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT For the Annual General Meeting of Shareholders to be held on 31stMay 2017 at 10:30am (WST) at The Subiaco Arts Centre, Ground Floor, 180 Hamersley Road, Subiaco, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE Venue

The Annual General Meeting of Greenland Minerals and Energy Limited will be held at:

The Subiaco Arts Centre Ground Floor 180 Hamersley Road Subiaco, Western Australia, 6008

Commencing at 10:30am (WST) on 31stMay 2017

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10:30am (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• deliver the proxy form to the Company's office at Unit 6, 100 Railway Road, Subiaco, Western Australia, 6008;

• post the proxy form to the Company at PO Box 2006, Subiaco, Western Australia, 6904;

• fax the proxy form to the Company at the number [phone]; or

• email the proxy form to the Company [e-mail]

so that it is received not later than 10:30m (WST) on 29thMay 2017.

Your proxy form is enclosed. Greenland Minerals and Energy Limited Notice of Annual General Meeting and Explanatory Statement Page 2 GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Greenland Minerals and Energy Limited will be held at The Subiaco Arts Centre, Ground Floor, 180 Hamersley Road, Subiaco, Western Australia on 31stMay 2017 at 10:30am.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

GENERAL BUSINESS ACCOUNTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2016 together with the declaration of the Directors, the Directors' Report, the remuneration report and the auditor's report.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report in the Annual Report of the Company for the financial year ended 31 December 2016."

Voting exclusion:

A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons (the "voter"):

1. a member of the key management personnel, details of whose remuneration are included in the remuneration report; or

2. a closely related party of such a member.

   However, the voter may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) or (b) and either:

3. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

4. the voter is the chair of the meeting and the appointment of the chair as proxy:

5. does not specify the way the proxy is to vote on the resolution; and

6. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity.

7. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - SIMON CATO

   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

   "That Simon Cato, who retires by rotation in accordance with rule 7.3 of the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a director of the Company."

   RESOLUTION 3 - RE-ELECTION OF DIRECTOR - WENTING CHEN

   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

   "That Wenting Chen, being a Director of the Company appointed by the Directors during the year as an additional Director and holding office until this Meeting in accordance with rule 7.3(f) of the Constitution of the Company and, being eligible, offers herself for re-election, is hereby re-elected as a Director of the Company."

   RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS TO JOHN MAIR

   To consider and, if thought fit, the following resolution as an ordinary resolution:

   "That, for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 6,000,000 Performance Rights under an employee incentive scheme to John Mair or his nominee on the terms set out in the Explanatory Statement accompanying this Notice."

   Voting exclusion: The Company will disregard any votes cast on this Resolution by the Directors of the Company and any of their associates. However, the Company will not disregard a vote cast on this Resolution if:

8. 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

9. it is cast by the chair of 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. Restriction on proxy voting by key management personnel or closely related parties:

    A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

11. the proxy is either:

12. a member of the key management personnel for the Company; or

13. a closely related party of such a member; and

14. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

15. the proxy is the chair of the Meeting; and

16. the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.