Thor Mining : Notice of General Meeting/Proxy Form

THOR MINING PLC

Registered Number 05276414 (United Kingdom)

ARBN 121 117 673 (Australia)

NOTICE OF GENERAL MEETING

Date of Meeting: Thursday 23 May 2019

Time of Meeting: 9 am London time

Venue: Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU

This Notice of 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.

1

Incorporated in England & Wales (Company No. 05276414)

Thor Mining plc

Salisbury House

London Wall

London EC2M 5PS

UNITED KINGDOM

17 April 2019

Dear Shareholder

Notice of General Meeting

On 27 March 2019, the Company announced the acquisition of two Australian private companies, Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd (the Acquisition), and a strategic financing raising £400,000, before expenses. The enclosed notice of general meeting contains a number of resolutions seeking shareholder approval related to the securities issued or to be issued for the Acquisition and the strategic financing.

The strategic financing raised a total of £400,000, before expenses, through the placing of 47,058,823 ordinary shares of 0.01p each at a price of 0.85p each (the "Placing Shares"), together with one accompanying Warrant for every Ordinary Share subscribed (the "Placing Warrants", together the "Placement Securities"). Each Placing Warrant carries a right to subscribe for an Ordinary Share at a price of 1.3p per Ordinary Share, valid for a period of 36 months from the date of issue. The Placement Securities were issued on 10 April 2019 utilising available capacity under ASX Listing Rules 7.1 and 7.1A. Resolution 3 seeks shareholder approval for the purposes of ASX Listing Rule 7.4 to the issue and allotment of the Placement Securities, such that the Placement Securities will not be counted towards the 15% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1, or the 10% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1A. If Resolution 3 is passed then the Placement Securities will be deemed to have been issued with Shareholder approval and will, therefore, not be counted as having utilised the aforementioned 15% limit or 10% limit.

The Acquisition was undertaken to expand the Company's operational portfolio in anticipation of the crystallisation of value from the existing Australian projects at Molyhil (tungsten/molybdenum) and Kapunda (copper). The two companies are focused on gold and uranium exploration opportunities in Western Australia and the Northern Territory of Australia. Thor issued 53,000,000 Ordinary Shares, on 10 April 2019, to shareholders (or their nominees) of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd for the acquisition of those companies (Acquisition Shares), utilising the available authorities conferred by Shareholders and available capacity under ASX Listing Rule 7.1. Resolution 4 seeks approval for the purposes of ASX Listing Rule 7.4 to the issue and allotment of the Acquisition Shares, such that the Acquisition Shares will not be counted towards the 15% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1. If Resolution 4 is passed then the Acquisition Shares will be deemed to have been issued with Shareholder approval and will, therefore, not be counted as having utilised the aforementioned 15% limit.

Pursuant to the terms of the Acquisition, Resolution 5 seeks shareholder approval for the purposes of ASX Listing Rule 7.1 to the issue of 26,500,000 Warrants to shareholders (or their nominees) of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd, on the basis of one Warrant for each two Acquisition Shares issued to the vendors on 10 April 2019 (Acquisition Warrants). The Acquisition Warrants have an exercise price of £0.013 (1.3 pence) and an expiry date three years from the date of issue. If Resolution 5 is passed then the Acquisition Warrants will be issued with Shareholder approval such that those securities will not be counted towards the 15% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1, or the 10% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1A. If Shareholder approval is not obtained, the Company will seek to issue the Acquisition Warrants under available capacity, subject to the passing of Resolutions 1 to 4 inclusive, or will otherwise negotiate alternative terms with the vendors, including a potential cash payment in lieu of the Acquisition Warrants.

2

Incorporated in England & Wales (Company No. 05276414)

Resolutions 1 and 2 are a requirement under the UK Companies Act 2006 (the "Act"), providing the directors with the necessary authorities to issue equity securities and dis-applypre-emption rights up to an aggregate nominal amount of £20,000. The nominal amount is calculated to be sufficient to issue the proposed securities, the subject of Resolutions 3 to 5, and provide Directors with authority to issue equity securities consistent with available capacity under ASX Listing Rules 7.1 and 7.1A.

The Directors of Thor believe that all Resolutions are in the best interest of the Company and recommend that Shareholders vote in favour of the Resolutions at the General Meeting, as they intend to do in respect of their own Shareholdings which total 42,100,185 Ordinary Shares in aggregate, representing 5.15% of the Company's issued share capital.

Yours faithfully

Michael Billing

Executive Chairman

3

Incorporated in England & Wales (Company No. 05276414)

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Thor Mining PLC will be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, United Kingdom on 23 May 2019 at 9 am (London time) for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions in the cases of Resolutions 1, and 3 to 5 inclusive, and as a special resolution in the case of Resolution 2.

AGENDA

SPECIAL BUSINESS

ORDINARY RESOLUTION

1.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 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 £20,000 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 on the anniversary of the General Meeting being convened by this Notice, 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 Ordinary Shares in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, Ordinary Shares but does not include the allotment of Ordinary Shares or the grant of a right to subscribe for Ordinary Shares in pursuance of an employee's share scheme or the allotment of Ordinary Shares pursuant to any right to subscribe for, or to convert any security into, Ordinary Shares.

SPECIAL RESOLUTION

2.That in substitution for all existing and unexercised authorities and subject to the passing of the preceding Resolution, the directors of the Company be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred upon them by the preceding Resolution as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution, unless previously revoked or varied by special resolution of the Company in the General Meeting, shall be limited to:

(a)the allotment of equity securities in connection with a rights issue in favour of 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

(b)the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £20,000;

and shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company or on the anniversary of the General Meeting being convened by this Notice 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.

4

Incorporated in England & Wales (Company No. 05276414)

ORDINARY RESOLUTIONS

3.That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company on 10 April 2019 of 47,058,823 Ordinary Shares together with 47,058,823 accompanying Warrants to placees identified by the Company's joint sponsoring broker SI Capital Limited and existing Shareholders identified by the Board, on the terms and conditions detailed in the explanatory notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue 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 General 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.

4.That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company on 10 April 2019 of 53,000,000 Ordinary Shares to shareholders (or nominees) of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd for the acquisition of those companies, on the terms and conditions detailed in the explanatory notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by a person, and any of their respective associates, who received any Ordinary Shares for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd . 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 General 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.

5.That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue by the Company of 26,500,000 Warrants to the shareholders of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd as the remaining consideration for the acquisition of Metals Pty Ltd and Pilbara Goldfields Pty Ltd, on the terms and conditions detailed in the explanatory notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by a person who is expected to participate in the proposed issue of Warrants and any person who will obtain a material benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed, and any of their respective associates. However, the Company will not disregard the vote if:

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

(b)it is cast by the person chairing the General 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.

Proxy Form

If you are a registered holder of Ordinary Shares whether or not you are able to attend the meeting, you may use the enclosed form of proxy to appoint one or more persons to attend and vote on a poll on your behalf. A proxy need not be a member of the Company.

A form of proxy is provided and may be sent to:

5

Incorporated in England & Wales (Company No. 05276414)