va Minera JRL ore NOTICE OF ANNUAL GENERAL MEETING [NOTICE IS HEREBY GIVEN THAT the Annual General Meting the “Mecting”) of Minera IRL Limited (the "Company”) will be held at Ordnance House, 31 Pier Road, St Hiller, Jerssy, JEL APW on 7 Avgunt 205 a 11 am. forthe purpose of considering, and if thought fit passing the following resalutons, Resolutions to & willbe proposed a6 ordinary ‘reselutions and resolutions 9 and 10 wil be proposed as special rescations. (Ordinary Resottions To receive and adopt the audited financial statements of the Company for the your ended 31 December 2014, and te report of the directors an the autor hereon ‘oles Robin Fryerasedactor. ‘Tore-lect Daryl Hodges a director ‘Tore-elect Douglas Jones ara director. ‘To reappoint BDO LLP a auditor of the Company from the cancion of the ‘Mastin unl the conclusion ofthe next annual general meeting of he Company and to authorise the directors t detrmine the auditors emunerason. “To reapprove the Companys 10% "oling” stock pon plans “That the directors be authorised for the purposas of he TS sting rules to iso upto 30009000 ordinary shares ofthe Company (on a preconclidation basis) to sete the Principal amount of a promissory note forthe sum of USS2190,000 sued by the ‘Company and eld by Rio Tinto Mining and Exploration Limited, as further described in the Management Infonnation Circular of which this Notice form part. This ‘solution will require disintrsted shareelder approval ‘That the disctors be authorised in accordance with Article 5.1 of the Artes of ‘Association ofthe Company to allot up toa maximum of 115567514 ordinary shares, (on = preconscidation basis) being 50% of the ordinary shares issued by he Company as atthe date ofthis Notice. This aushority wil expe on the date of the next annvl general meeting ofthe Company. Special Resolutions 8 10 “That the directors be authorised in accordance with Article 64 of the Artces of Association of the Company to allot upto a maximum of 11556714 ordinary shares, {oma peeconvoidation basis) for ash being 50% ofthe ondary share sued By te Company asa the date ofthe Notice of Meeting, etherise than in accordance with Section 61 ofthe Aries of Associaton of toe Company. This authority veil expire ‘on the date of the next annual general meeting of he Company “That on and with effect fom the Etfective Time (as defined blow ‘every ten (20) sued ordinary shares of no par value of the Company be ‘Sonsoldated into one (1) ordinary share of no pa Value and 2NA Minera IRL be the directs of the ‘Company’ Be authorised to deal with any fractional tenitlements arising in eansoquence ofthe eonaclidation of ordinary shares Such manner as they may think fi and, in particular, the dieenes may (08 behalf of relevant shareholders) aggregate and sel the ordinary shares representing sraconalenilement t any person; (8) auhorse an person foresee an instrument of transfer ofthe ordinary shares to the purchaser or 8 person nominated bythe purchaser and i) distribute the et proceeds oF ‘ale in due proportion among those sharcholder, except that where the proceeds du ashavcholder in respect ofthat holding i less than CANS, the Felevant sum may instead be retsine forthe benaitof the Company. For the purposes of thi resolstion 1, “Efective Time” meané 430 pm. (rth Summer Time) on 7 September 2015, of such later time and date ass determined by the directors of the Company and specifed ina. regulatory news service announcement ised no Iter than £30 pe (Bris Summer Time) on 8 September 2015 (the “Adjusted Etfecive Time"), provided always thatthe Adjusted Eifectve Time may not all any ater than 430 pm. (Brith Summer Time) on 7 October 2015 By Orde of the Bow of Diets Registered Off ‘Ordnance House ‘Signed “Daryl Hodges ‘ner Roa a StHeler Daryl Hodges Jersey JEASPW Chairman Dated 17 July 2015, IMPORTANT NOTES. o » o ‘Stole cotta spn» pry eel oe ayo hgh ater ad spa nd enon tc tel th ing fcc ny pin moe none py wan sb ‘nang proved tt each poy appl ean igh seed oa ert shart ‘Baril harold Apoyo abe share Company. “he fom of pon, which moet etd ome sch apne die pony con Rompe dase “ote efor poy mast be een by postr during arm snes hur ely hand ty te Cmpenysepates, Compas oven Svs er) Le co Compute [vs Savs Ute une grater ad, rt 5962, Utes igo, by er than Iam Sia Sommer Timon 2 Seu 15 or 8 hous pcg the dah aan or a ‘Siang Str eC psn non ee xproen 0 nica Avra BaF Nor ows Tas Gnas 3 rin lan poy oy psa mats an ound in te Management