Kin Mining N.L. ACN 150 597 541 Notice of General Meeting Explanatory Statement and Proxy Form Date of Meeting

15th September 2017

Time of Meeting

11.00 am (WST)

Place of Meeting

1st Floor, 54 Kings Park Road West Perth WA 6005

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Kin Mining N.L. (Kin or the Company) will be held on the 15th of September 2017, commencing at 11.00am (WST) at 1st Floor, 54 Kings Park Road, West Perth, Western Australia.

The enclosed Explanatory Statement accompanies and forms part of this Notice of Meeting.

AGENDA

SPECIAL BUSINESS

Resolution 1: Ratification of Share Placement to Sophisticated Investors

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, ratification be given in respect of the allotment and issue of 15,049,375 Shares by way of private placement to sophisticated and professional investors as set out in the accompanying Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any Associates of those persons. 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, 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).

Resolution 2: Ratification of Option Issue to ACN 112 940 057 Pty Ltd

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, ratification be given in respect of the allotment and issue of 5,000,000 options at a nil issue price with an exercise price of $0.27 and an expiry date of 10 April 2020 to ACN 112 940 057 Pty Ltd on the terms set out in the accompanying Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by ACN 112 940 057 Pty Ltd 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, 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).

Resolution 3: Approval to Issue Shares to Mr Marvyn (Fritz) Fitton for Partial Repayment of Loan

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval be given to allot and issue such number of Shares to Mr Marvyn (Fritz) Fitton, a related party of the Company, in partial satisfaction of the repayment of the $1,000,000 loan facility provided to the Company by Mr Fitton on the terms set out in the accompanying Explanatory Statement."

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Marvyn Fitton and 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, 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).

Voting Prohibition Statement for the Purpose of Chapter 2E of the Corporations Act:

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

  1. the proxy is either:

    1. a member of the Key Management Personnel; or

    2. a Closely Related Party of such a member; and

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

      1. the proxy is the Chair; and

      2. the appointment expressly authorises and directs how the Chair is to vote on the Resolution.

      Resolution 4: Approval of Kin Mining Performance Rights Plan

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

      "That for the purposes of Listing Rule 7.2 Exception 9(b) as an Exception to Listing Rule 7.1 and for all other purposes, approval is given for the establishment of the Kin Mining Performance Rights Plan and the grant of Performance Rights (and the issue of Shares on conversion of such Performance Rights) thereunder on the terms and conditions set out in the Explanatory Statement."

      Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who is eligible to participate in the Kin Mining Performance Rights Plan and any Associates of those persons. However, the Company need not disregard a vote if 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, 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).

      Resolution 5: Approval to grant Performance Rights to Mr Don Harper

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

      "That, subject to Resolution 4 being passed, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant up to 4,000,000 Performance Rights (and issue up to 4,000,000 Shares on conversion of such Performance Rights) to Mr Don Harper (or his nominee) subject to the terms of the Performance Rights Plan and on the terms and conditions summarised in the Explanatory Statement."

      Voting Exclusion: The Company will disregard any votes cast on this Resolution by Don Harper, his nominees and any of his Associates. However, the Company will not disregard a vote unless 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 by the Chairman 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 to grant Director Options to Mr David Sproule

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

      "That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Director Options to Mr David Sproule (or his nominee) on the terms and conditions set out in the Explanatory Statement."

      Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

      Voting Exclusion: The Company will disregard any votes cast on this Resolution by David Sproule and any of his Associates. However, the Company will not disregard a vote unless 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 by the Chairman 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)

      Prohibition Statement for the Purpose of Chapter 2E of the Corporations Act:

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

      1. the proxy is either:

        1. a member of the Key Management Personnel; or

        2. a Closely Related Party of such a member; and

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

          1. the proxy is the Chair; and

          2. the appointment expressly authorises and directs how the Chair is to vote on the Resolution.

          Resolution 7: Approval to grant Director Options to Mr Don Harper

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

          "That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Director Options to Mr Don Harper (or his nominee) on the terms and conditions set out in the Explanatory Statement."

          Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

          Voting Exclusion: The Company will disregard any votes cast on this Resolution by Don Harper and any of his Associates. However, the Company will not disregard a vote unless 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 by the Chairman 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).

          Voting Prohibition Statement for the Purpose of Chapter 2E of the Corporations Act:

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

          1. the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and

          2. the appointment does not specify the way the proxy is to vote on this Resolution.

          However, the above prohibition does not apply if:

          1. the proxy is the Chair; and

          2. the appointment expressly authorises and directs how the Chair is to vote on the Resolution.

          Resolution 8: Approval to grant Director Options to Mr Trevor Dixon

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

          "That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue 6,000,000 Director Options to Mr Trevor Dixon (or his nominee) on the terms and conditions set out in the Explanatory Statement."

          Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

          Voting Exclusion: The Company will disregard any votes cast on this Resolution by Trevor Dixon and any of his Associates. However, the Company will not disregard a vote unless 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 by the Chairman 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).

          Voting Prohibition Statement for the Purpose of Chapter 2E of the Corporations Act:

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

          1. the proxy is either:

            1. a member of the Key Management Personnel; or

            2. a Closely Related Party of such a member; and

            3. the appointment does not specify the way the proxy is to vote on this Resolution.

            4. However, the above prohibition does not apply if:

              1. the proxy is the Chair; and

              2. the appointment expressly authorises and directs how the Chair is to vote on the Resolution.

        Kin Mining NL published this content on 15 August 2017 and is solely responsible for the information contained herein.
        Distributed by Public, unedited and unaltered, on 15 August 2017 07:11:01 UTC.

        Original documenthttp://www.kinmining.com.au/wp-content/uploads/2013/10/Notice-of-General-Meeting-Proxy-Form1.pdf

        Public permalinkhttp://www.publicnow.com/view/AEF9E6BB0A7E8F9F74348FE472EC282FB2E01371