Magnis Resources : Notice of Annual General Meeting / Proxy Form

ABN 26 115 111 763‌ NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM AND PROXY FORM DATE AND TIME OF MEETING:

Friday, 17 November 2017 at 09:30AM (AEDT)

PLACE OF MEETING:

The Offices of BDO (Magnis' Auditors) Level 11, 1 Margaret 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 2017 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 17 November 2017 at 09:30am (Sydney time) at The Offices of BDO (Magnis' Auditors), Level 11, 1 Margaret 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 8:45am.

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 16 November 2017.

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

Frank Poullas Chairman, Magnis Resources Limited NOTICE OF 2017 ANNUAL GENERAL MEETING

Notice is hereby given that the tenth Annual General Meeting (AGM) of members of Magnis Resources Limited (the Company) will be held:

Date: 17 November 2017

Time: 09:30am (AEST)

Venue: The Offices of BDO (Magnis' Auditor)

Level 11, 1 Margaret Street, Sydney NSW, Australia

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and proxy form are part of this Notice of Meeting.

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 2017.

   All shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2017 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.

RESOLUTION 1: REMUNERATION REPORT

To consider and, if thought fit, pass the following resolution as an advisory resolution of the Company:

That the Remuneration Report for the year ended 30 June 2017 (as set out in the Company Director's Report) be adopted.

Voting Exclusion Statement

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of:

1. a member of the Key Management Personnel (KMP) whose remuneration is included in the 2017 Remuneration Report; and

2. a closely related party (such as close family members and any controlled companies) (Closely Related Party) of such a KMP.

However, the Company will not disregard a vote cast on Resolution 1 as a proxy for a person who is entitled to vote and:

1. the proxy appointment is in writing and specifies how the proxy is to vote (for, against, abstain); or

2. the vote is cast by the person chairing the AGM and:

3. the appointment does not specify how the proxy is to vote; and

4. the appointment expressly authorises the Chair of the AGM to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

5. RESOLUTION 2: INCREASE AGGREGATE NON-EXECUTIVE DIRECTORS' FEES BY $250,000

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

   That the maximum aggregate amount payable to Non-Executive Directors by way of Director's Fees be increased by $250,000 from $400,000 to $650,000.

   Voting Exclusion Statement

   The Company will disregard any votes cast on Resolution 2 by a Director of the Company or any associate of a Director of the Company. However, the Company will not disregard a vote cast on Resolution 2 if:

6. it is cast by the person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

7. it is cast by the person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

8. RESOLUTION 3: RE-ELECTION OF DIRECTOR - FRANK POULLAS

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

   That Frank Poullas, who retires in accordance with Rule 16.10 of the Company's Constitution, offers himself for re-election and being eligible, is re-elected as a Director of the Company.

   RESOLUTION 4: ELECTION OF DIRECTORS

   To consider and, if thought fit, pass the following resolutions each as ordinary resolutions of the Company:

   4A That Mr Peter Sarantzouklis, having been appointed as a Director of the Company since the last Annual General Meeting, and who retires in accordance with Rule 16.6 of the Company's