Thor Mining : 29/10/2018 Notice of Annual General Meeting

THOR MINING PLC

Registered Number 05276414 (United Kingdom)

ARBN 121 117 673 (Australia)

NOTICE OF ANNUAL GENERAL MEETING

Date of Meeting: Wednesday 28 November 2018 Time of Meeting: 10.00 a.m. (London Time)Venue:

Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU

This Notice of Annual General Meeting and accompanying Explanatory Notes and Proxy Form or CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI Holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Thor Mining plc Salisbury House

London Wall London, EC2M 5PS

UNITED KINGDOM

22 October 2018

Dear Shareholder

Notice of Annual General Meeting

Thor Mining plc ("Thor" or "the Company") is pleased to invite you to its annual general meeting to be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, United Kingdom on 28 November 2018 at 10.00 a.m. (London time) for the purpose of considering and, if thought fit, passing the resolutions contained in the notice.

In addition to the usual resolutions which are considered at an annual general meeting I would like to draw your attention to resolutions 5-9.

Resolutions 5 and 6 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders and it is the normal procedure for such authority to be renewed at the annual general meeting. Resolutions 5 and 6 are a requirement under English company law where the Company wishes to allot new relevant securities.

Resolution 7 seeks the approval from shareholders of a 10% placement facility. ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital in accordance with the terms set out in resolution 7 (10% Placement Facility). The 10% Placement Facility is in addition tothe Company's 15% placement capacity under ASX Listing Rule 7.1. At this Meeting the Company is

seeking shareholder approval by way of a special resolution to have the ability to issue additional equity securities under the 10% Placement Facility.

Resolutions 8 and 9 seek shareholder approval to ratify the issue of Equity Securities that were previously issuedwithin the Company's placement capacity under ASX Listing Rule 7.1. The ratification under ASX Listing Rule 7.4has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

Resolution 8 relates to the issue of 10,000,000 Ordinary Shares and 10,000,000 Warrants to an existing Shareholder, Metal Tiger PLC, on 30 January 2018. The Warrants have an exercise price of £0.05 (5 pence) and may be exercised at any time from the issue date through the expiry date of 29 January 2020. The Warrants are subject to an acceleration clause.

Resolution 9 relates to the issue of 14,527,205 Ordinary Shares to Rox Resources Limited, on 5 October 2018 (Acquisition Shares) in satisfaction of the AUD$550,000 purchase price for the acquisition of an interest in two exploration tenements hosting outcropping tungsten deposits in the Bonya Creek area, along with a high-grade copper deposit, approximately 30 kilometres from Molyhil in Australia's Northern

Territory (the Acquisition). The issue of Ordinary Shares to Rox Resources Limited for the Acquisition hadbeen previously approved by Thor's shareholders at an extraordinary general meeting held on 7 June

2018, with the Ordinary Shares to be issued within three months of that shareholder approval, once the normal Northern Territory stamping and ministerial approval had been provided. As the Northern Territory stamping and ministerial approval was not received until after the expiry of the 3 month period, the Acquisition Shares were instead issued utilising available capacity under ASX Listing Rule 7.1.

Resolution 9 seeks to ratify that issue of Ordinary Shares.

Thor's directors believe that all of the resolutions are in the best interests of the Company and recommend that shareholders vote in favour of the resolutions at the Annual General Meeting, as the directors intend to do in respect of their own holdings of 42,100,185 ordinary shares, representing 6.3 per cent of the Company's issued share capital (to the extent they are not excluded from voting).

The Notes to the Notice of Annual General Meeting contain further details explaining the resolutions.

Yours faithfully

Michael Billing Executive Chairman

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Thor Mining PLC will be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, United Kingdom on 28

November 2018 at 10.00 a.m.(London time) for the purpose of considering and, if thought fit, passing thefollowing resolutions ("Resolutions" or "Resolution" as the case may be) which will be proposed as

ordinary resolutions in the cases of Resolutions 1 to 5 (inclusive), 8 and 9, and as special resolutions in the case of Resolutions 6 and 7.

AGENDA

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

• 1. To receive the report of the Directors and the audited financial statements of the Company for the

• year ended 30 June 2018.

• 2. To re-appoint Michael Robert Billing as a Director who, in accordance with Articles 126 of the Articles of Association, retires by rotation and being eligible, offers himself for re-election.

• 3. To re-elect Richard Bradey as a Director who was appointed to the Board on 27 December 2017 and retires in accordance with Article 133 of the Articles of Association and being eligible, offers himself for re-election.

• 4. To re-appoint Chapman Davis LLP as auditors of the Company to act until the conclusion of the next Annual General Meeting and to authorise the Directors to determine their remuneration.

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

5.That in substitution for all existing and unexercised authorities, the directors of the Company be and they are hereby generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ("the Act") to exercise all or any of the powers of the Company to allot Relevant Securities (as defined in this Resolution) up to a maximum nominal amount of £25,000 provided that this authority shall, unless previously revoked or varied by the Company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date of the passing of this Resolution, unless renewed or extended prior to such time except that the directors of the Company may before the expiry of such period make an offer or agreement which would or might require Relevant Securities to be allotted after the expiry of such period and the directors of the Company may allot Relevant Securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. In this Resolution, "Relevant Securities" means any shares in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, shares in the capital of the Company ("Shares").

SPECIAL RESOLUTIONS

6.That, subject to and conditional on Resolution 5 being passed, and in substitution for and to the exclusion of any previous power given to the Directors, the Directors, pursuant to section 570(1) of the Act, be and they are empowered to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority of the Directors under section 551 of the Act, conferred by Resolution 5 above, as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:

(a)the allotment of ordinary shares of 0.01p each in the capital of the Company ("Ordinary Shares") arising from the exercise of options and warrants outstanding at the date of this

Resolution;

• (b) the allotment of equity securities (whether by way of a rights issue, open offer or otherwise) in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of the ordinary shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

• (c) the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate nominal amount of £25,000;

and shall expire on the earlier of the date of the next Annual General Meeting of the Company or 15 months from the date of the passing of this Resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

7.

That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders authorise the Company to have the additional capacity to issue Equity Securities comprising up to 10% of the issued ordinary shares of the Company (at the time of issue) under ASX Listing Rule 7.1A, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Notes.

Voting Exclusion:the Company will disregard any votes cast on this Resolution by a person who is expected to participate in the 10% Placement Facility the subject of this Resolution and a person who will obtain a material benefit as a result of, the proposed issue, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed, and any of their respective associates. However, the Company will not disregard a vote if:

• (a) 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

• (b) 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.

ORDINARY RESOLUTIONS

8.That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the

Company on or by 30 January 2018 of 10,000,000 Ordinary Shares together with 10,000,000 attached Warrants to an existing Shareholder, Metal Tiger PLC, on the terms and conditions detailed in the Explanatory Notes to this Notice of Annual General Meeting, is approved.

Voting Exclusion:the Company will disregard any votes cast on this Resolution by Metal Tiger PLC and any associate of Metal Tiger PLC. However, the Company will not disregard a vote if:

• (a) 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

• (b) 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.