Indochine Mining : Notice of 2015 Annual General Meeting and Proxy Form

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INDOCHINE MINING LIMITED (Subject to Deed of Company Arrangement)‌‌‌‌‌‌‌‌

ACN 141 677 385

NOTICE OF THE 2015 ANNUAL GENERAL MEETING‌‌‌

Notice is given that the 2015 Annual General Meeting (AGM or Meeting) of Shareholders of Indochine Mining Limited (Indochine or the Company) will be held as follows:‌‌

Time: 11 AM‌ Date: 30 May 2016 Place: Ferrier Hodgson, Level 28, 108 St Georges Terrace

This Notice of AGM should be read in conjunction with the attached Explanatory Statement and is accompanied by a Proxy Form for those Shareholders wishing to vote by proxy. Please follow the instructions at the end of the Proxy Form carefully.

ORDINARY BUSINESS‌‌ Financial Report‌‌

To receive and consider the Company's Financial Report for the financial year ended 30 June 2015, together with the related Directors' and Auditor's Reports.‌

Note: There is no requirement for Shareholders to approve these Reports.

Resolution 1 Adoption of Remuneration Report

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

"That the Company's Remuneration Report for the financial year ended 30 June 2015 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.‌‌

Voting Exclusion

In accordance with the Corporations Act, the Company will disregard any votes cast by, or on behalf of, any person who is disclosed in the Remuneration Report as a member of the Key Management Personnel (KMP) including any Director, or a Closely-Related Party of any KMP, in relation to the Resolution 1.‌‌‌‌

However, the Company need not disregard a vote if:

1. it is cast by a person as proxy for a person who is permitted to vote, in accordance with the directions on the Proxy Form; or

2. it is cast by the Chairman of the Meeting as proxy for a person who is permitted to vote, where the Proxy Form does not specify the way the Chairman of the Meeting

is to vote and which expressly authorises the Chairman of the Meeting to vote even though the resolution is connected directly or indirectly with the remuneration of a KMP and even though the Chairman of the Meeting is a member of the KMP.

Resolution 2 Election of a Director - Mr Craig Dawson

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

"That Mr Craig Dawson, retiring by rotation in accordance with clause 63 of the Company's Constitution and, being eligible for re-election, be re-elected as a Director of the Company."

Resolution 3 Election of a Director - Mr Anthony (Tony) Gates

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

"That Mr Anthony (Tony) Gates, be elected as a Director of the Company in accordance with clause 61(b) of the Company's Constitution."

Resolution 4 Consolidation of Capital

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

"That, subject to Resolution 5 being passed, pursuant to section 254H of the Corporations Act, the Company's Constitution and for all other purposes, the issued capital of the Company be consolidated on the basis that every 400 (four hundred) Shares be consolidated into 1 (one) Share and any resulting fractions of a Share be rounded down to the nearest whole Share, to take effect on 3 June 2016 and on the terms and conditions set out in the Explanatory Statement."

Resolution 5 Issue of Shares and Options to Kandahar Holdings

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

"That, subject to Resolution 4 being passed, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10 million Post Consolidated Shares and 10 million Options to Kandahar Holdings on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

In respect of Resolution 5 and in accordance with ASX Listing Rule 7.3.8 and the voting restrictions of item 7 section 611 of the Corporations Act the Company will disregard any votes cast on this Resolution by:

1. any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and

2. any associates of those persons.

However, the Company need not disregard a vote if:

1. it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

2. it is cast by the Chairman 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.

Resolution 6 Approval of 10% Placement Facility

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That pursuant to, and in accordance with, ASX Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (10% Placement Facility), and on the terms and conditions in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast on Resolution 6 by a person (or any associate of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit from the Placement, except a benefit solely in the capacity of a holder of Shares, if Resolution 6 is passed.

However, the Company will not disregard a vote if:

1. 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

2. it is cast by the Chairman 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.

OTHER BUSINESS

To transact any other business that may be properly brought before the meeting.

Further information in relation to these Resolutions is set out in the attached Explanatory Statement.

Dated: 25 April 2016 By order of the Board

Ashok Jairath

Company Secretary

Entitlement to Vote

Pursuant to the Corporations Regulations 2001, the Company has determined that for the purpose of the Meeting, Shares will be taken to be held by persons who are registered holders at 11 AM (Perth time) on 28 May 2016. Accordingly, Share transfers registered after that time will be disregarded in determining a Shareholder's entitlement to attend and vote at the Meeting.

How to Vote

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

Voting in Person

To vote in person, please attend the AGM at the time, date and place set out above. The AGM will commence at 11 AM (Perth time) on 30 May 2016.

Corporate Shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly-executed Certificate of Appointment of Corporate Representative Form.

Voting by Proxy

To be effective, Proxy Forms must be received by the Company at its registered office at least 48 hours before the time for holding the AGM, i.e. at 11 AM (Perth time) on 28 May 2016.

A Shareholder entitled to attend and vote is entitled to appoint not more than two persons as his/her proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder. If more than one proxy is appointed, the Shareholder may specify the proportion of the Shareholder's voting rights or the number of votes each proxy is appointed to exercise. If the appointment does not specify the proportion or number of the Shareholder's votes that each proxy may exercise, each proxy may exercise half of those votes on a poll.

Unless under Power of Attorney (which should have been noted previously by the Company), a Proxy Form by a corporation should be executed under its common seal or in accordance with the Corporations Act. If the proxy is executed under a Power of Attorney, the instrument appointing the attorney must accompany the Proxy Form. Any instrument of proxy in which the name of the appointee is not filled in shall be deemed to be given in favour of the Chairman of the Meeting.

If a Shareholder appoints the Chairman of the Meeting as proxy, the Shareholder can direct the Chairman of the Meeting how to vote by either marking the boxes on the Proxy Form (Step 2) for Resolutions 1 to 6 of business, or by marking the Chairman's voting authority box on the Proxy Form (Step 1), in which case this will be considered to be an express direction to the Chairman of the Meeting to vote in favour of the proposed resolution even though the Resolution is connected directly or indirectly with the remuneration of a member of KMP, and/or even if the Chairman of the Meeting has an interest in the outcome of these items of business. If the voting authority box is not completed in Step 1, then the Chairman of the Meeting will not cast any votes on a Shareholder's behalf on Resolutions 1 to 6.