ALTURA MINING LIMITED ABN 39 093 391 774 Notice of‌‌‌‌‌‌‌‌‌‌ Annual General Meeting, Explanatory Memorandum and Proxy Form TIME: 10.00am AWST DATE: Wednesday, 22 November 2017 PLACE: Parmelia Hilton Hotel 14 Mill Street

PERTH WA 6000

This Notice of Annual General Meeting, Explanatory Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on + 61 8 9488 5110. Altura Mining Limited

ABN 39 093 391 774

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Altura Mining Limited ("Company") will be held at the Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia on Wednesday, 22 November 2017 commencing at 10.00 am AWST.

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum, Notes and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting, Explanatory Memorandum and Proxy Form are defined in the Glossary.

AGENDA

Reports and Accounts

To receive the consolidated annual financial report of the Company for the year ended 30 June 2017, together with the Directors' report and the Auditor's report.

Note: there is no requirement for Shareholders to approve these reports.

Resolution 1 - Adoption of Remuneration Report (Non-binding resolution)

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Directors' report in the Annual Report for the year ended 30 June 2017".

Short Explanation: The Corporations Act provides that a resolution for the Remuneration Report to be adopted must be put to vote at a listed company's annual general meeting. The vote on the Remuneration Report is advisory only and does not bind the Directors or the Company.

Resolution 2 - Re-election of Mr Paul Mantell as a Director

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

ordinary resolution:

"That in accordance with clause 13.2 of the Constitution and Listing Rule 14.4, Mr Paul Mantell retires and being eligible for re-election, be re-elected a Director of the Company."

Resolution 3 - Election of Mr Zhao Tong as a Director

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

ordinary resolution:

"That in accordance with clause 13.5 of the Constitution and Listing Rule 14.4, Mr Zhao Tong retires and being eligible for election, be elected a Director of the Company."

Resolution 4 - Approval of Additional 10% Placement Facility

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution:

"That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting."

Short Explanation: Listing Rule 7.1A enables an Eligible Entity to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12-month period following the entity's annual general meeting ("Additional 10% Placement Facility"). The Additional 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. Resolution 4 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 4 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out in the Explanatory Memorandum. The Company currently has no plans to use the Additional 10% Placement Facility, but is seeking Shareholder approval to give it the necessary flexibility with capital raisings to act quickly should business opportunities arise.

Resolution 5 - Ratification of the Issue of Shares under the Placement with J&R Optimum

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

ordinary resolution:

"That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 123,000,000 Shares in the Company to J&R Optimum, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting."

Resolution 6 - Ratification of the Issue of Shares under the $US 110 Million Debt Facility Agreements

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

ordinary resolution:

"That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 72,644,513 Shares in the Company to the parties, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting."

Resolution 7 - Approval for the Issue of Warrants under the $US 110 Million Debt Facility Agreements

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

ordinary resolution:

"That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 72,644,513 Warrants to the Loan Note Holders (or their respective nominee(s)), for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting."

Resolution 8 - Approval for the Issue of Options to Jett Capital Advisors

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

ordinary resolution:

"That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 17,572,749 Options to Jett Capital Advisors (or its nominee(s)), for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting."

Resolution 9 - Amendment to Company Constitution

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

"That for the purposes of section 136(2) of the Corporations Act, and for all other purposes, approval is given for the Company to amend its existing Constitution in the form as signed by the Chair of the Meeting for identification purposes."

Resolution 10 - Issue of Performance Rights to a Related Party - Mr James Brown

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 Rules 10.11 and 10.14 of the Listing Rules, sections 208, 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 2,000,000 Performance Rights to Mr James Brown (or his nominee)."

Resolution 11 - Issue of Performance Rights to a Related Party - Mr Paul Mantell

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 Rules 10.11 and 10.14 of the Listing Rules, sections 208, 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Performance Rights to Mr Paul Mantell (or his nominee)."

By order of the Board

DAMON COX Company Secretary

18 October 2017

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