LTD

(Subject to Deed of Company Arrangement)

ACN: 126 042 215

ANNUAL SHAREHOLDERS REPORT

For the year ended 31 December 2015

CONTENTS

Page

Corporate Directory 3

Review of Operations 4

Corporate Governance Statement 23

Directors' Report 36

Consolidated Statement of Profit or Loss and Other Comprehensive Income 65

Consolidated Statement of Financial Position 66

Consolidated Statement of Changes in Equity 67

Consolidated Statement of Cash Flows 68

Notes to the Consolidated Financial Statements 69

Directors' Declaration 120

Auditor's Independence Declaration 121

Independent Audit Report to the Members of Triton Minerals Limited 122

Shareholder Information 125

Tenement Schedule 129

CORPORATE DIRECTORY

Triton Minerals Ltd (Subject to Deed of Company Arrangement) Annual Report - For the year ended 31 December 2015

DIRECTORS

REVIEW OF OPERATIONS

Triton Minerals Ltd (Subject to Deed of Company Arrangement) Annual Report - For the year ended 31 December 2015

OVERVIEW

Triton Minerals Ltd (Subject to Deed of Company Arrangement) ("Triton" or "the Company") provides this Review of Operations report. The significant milestones of the 2015 financial year include the following:

• securing a $20 million equity placement facility with Long State Investments ("LSI") as a reserve facility to ensure the Company can continue to develop the Mozambique graphite project;

• following discussions with its joint venture partner Grafex Lda ("Grafex"), new terms had been agreed with the minority shareholders of Grafex to extend, for a further 12 months to February 2016, the timeline for the second Tranche payment of US$5 million in cash and US$5 million equivalent in Triton shares, for Triton to acquire the remaining 20% equity interest in Grafex and all of the Mozambique graphite projects known as Balama North, Balama South and Ancuabe;

• the binding agreement to form a strategic alliance with AMG Mining AG ("AMG"), through the AMG subsidiary of GK Ancuabe Graphite Mine, SA ("GK"). The strategic alliance is for an initial exclusive period of two years during which the Parties will collaborate on the exploration, identification and development of graphite occurrences in the Ancuabe district, within the Province of Cabo Delgado in Mozambique. GK's Mozambique assets include permitted mining concession 4C that encompasses a functional graphite producing plant (on care and maintenance) and associated mining and production infrastructure in the Ancuabe district. Triton's exploration tenure completely surrounds this mining concession;

• the signing of a 20 year binding off-take agreement to supply 100,000 tonnes of graphitic concentrate per year at a minimum sale price of US$1,000 per tonne, with Chinese graphite products specialist Yichang Xincheng Graphite Co., Ltd ("YXGC") for Triton's Mozambique Graphite ("TMG"). Triton is afforded exclusive rights to supply graphite to YXGC from Mozambique, Madagascar, Malawi and Tanzania;

• the entry into two binding joint venture agreements with Chinese graphite products specialist YXGC to develop and produce graphite enhanced products in Mozambique and China. The joint venture companies will source Triton Mozambique Graphite ("TMG") concentrate exclusively from Triton to develop enhanced graphite products;

• the confirmation that initial tests undertaken on TMG concentrate successfully produced battery grade spherical graphite, graphene oxide, commercial scale production of high strength composite graphite material and fire resistant polystyrene foam; and

• the Company raised approximately $13.7 million through the issue of approximately 47.6 million fully paid ordinary shares and 3.5 million unlisted options.

Subsequently, on 2 March 2016, the Directors resolved to place the Company into voluntary administration and appointed Messrs Martin Jones, Andrew Smith and Dermott McVeigh of Ferrier Hodgson as joint and several administrators of the Company (together, the "Administrators") pursuant to section 436A of the Corporations Act.

On 3 March 2016, the Company's securities were suspended from trading on the official list of ASX. Following appointment of the Administrators, the powers of the Company's officers (including Directors) were suspended and the Administrators assumed control of the Company's business, property and affairs.

On 25 July 2016, the DOCA was executed by the Company and Administrator, whereupon the Company entered deed administration and the Administrators became the Deed Administrators of the Company.