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EMED MINING PUBLIC LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 29 JULY 2015

Expected Timetable

Notes:

(2) Unless otherwise stated, the information contained in this Circular is as of 3 July 2015, being the latest applicable date prior to publication of the Circular.

Definitions

Letter from the Chairman of EMED Mining Public Limited

EMED MINING PUBLIC LIMITED

Directors Registered Office

Roger Owen Davey (Non-executive Chairman) 1 Lampousas Street Alberto Arsenio Lavandeira Adan (Managing Director and Chief Executive Officer) 1095 Nicosia Hui Liu (Non-executive Director) Cyprus Jose Sierra Lopez (Non-executive Director)
Jesus Fernandez Lopez (Non-executive Director)
4 July 2015

Notice of Annual General Meeting

1. Introduction

2. Summary of Resolutions to be Proposed at the AGM

Resolutions 2 to 6: Re-election of Directors

The Articles stipulate that at every annual general meeting one third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to, but greater than, one-third shall retire from office. If there is only one director who is subject to retirement by rotation, he shall retire.
Notwithstanding the provisions in the Articles, in order to follow best corporate governance practices in the United
Kingdom and Canada, all of the Directors will retire at the AGM and offer themselves for re-election.
The Articles also provide that any director appointed by the Board following the last annual general meeting shall retire at the next annual general meeting following his appointment and shall then be eligible for re-election. Accordingly, Mr. Jesus Fernandez will retire at the AGM and offer himself for re-election.
Pursuant to the Companies Law, Shareholders must be permitted to vote against any resolution proposed for consideration at a shareholder's meeting. At the Meeting, Shareholders may vote for, against or withhold from voting with respect to each of the following director nominees: Mr Roger Davey, Mr Alberto Lavandeira, Dr Jose Nicholas Sierra Lopez, Mr Hui Lui and Mr Jesus Fernandez. If the number of votes against a particular director nominee is greater than the number of votes in favour of such nominee, such director nominee will not be re-elected at the Meeting and will cease to hold office as a director of the Company.

Resolution 7: Appointment of Cypriot Auditors

Moore Stephens Stylianou & Co., Certified Public Accountants (CY) have served as the Company's Cypriot auditors since 2004. The Company proposes to re-appoint Moore Stephens Stylianou & Co., with its offices in Cyprus, as its Cypriot auditors until the next annual general meeting of shareholders at such remuneration to be fixed by the Board of Directors.

Resolution 8: Appointment of Canadian Auditors

MNP LLP, Chartered Accountants, Licensed Public Accountants, have served as the Company's Canadian auditors since 2010. The Company proposes to re-appoint MNP LLP, with its offices in Toronto, Ontario as its Canadian auditors until the next annual meeting of shareholders, at a remuneration to be fixed by the Board of Directors.

Resolution 9: Authority to Grant Options under the Share Option Plan

Shareholders will be asked to consider and, if deemed appropriate, to approve a resolution to authorise the Board to grant future options pursuant to the Share Option Plan to subscribe for up to 350,000,000 Ordinary Shares (being approximately 10% of the current issued share capital of the Company), as if the rights of pre-emption in Section 60B of the Companies Law did not apply to the grant of such options or the issue of such Ordinary Shares pursuant thereto. Shareholders should note that the Board will be restricted under the Share Option Plan to limiting the grant of options to ensure that at any one time the number of Ordinary Shares subject to outstanding option grants (both pursuant to the Share Option Plan and under existing arrangements) shall not exceed 10% of the Company's issued share capital. Further, options will be granted with a minimum exercise price of the Market Price of an Ordinary Share on either AIM or the TSX (wherever the majority of value and volume of the Ordinary Shares trade at the time) on the five trading days immediately preceding the date of grant.

Resolution 10: Authority to issue Ordinary Shares to Julian Sanchez

In connection with his appointment as General Manager Operations of the Company, Mr. Julian Sanchez will, subject to the approval of Shareholders and final approval of the TSX, be issued 1,000,000 Ordinary Shares at 0.25 pence per share. The Ordinary Shares will be held in escrow and released to Mr. Julian Sanchez once he has been employed by the Company for two years or if his service agreement is terminated for certain specified reasons. Pursuant to Resolution 10, Shareholders will be asked to authorise the Board to issues such shares to Mr. Sanchez as if the rights of pre-emption in Section 60B of the Companies Law did not apply to the issue of such Ordinary Shares.

Directors' Report

3. General Information on the Meeting

Resolutions 1-8 (inclusive) are being proposed as ordinary resolutions. To be effective, such resolutions must be approved by a simple majority of the votes cast at the Meeting.
With respect to Resolutions 9 and 10, to be effective they must be approved by either: (i) a simple majority if at least 50% of the issued share capital of the Company is represented at the Meeting; or (ii) in the event that less than 50% of the issued share capital is represented at the Meeting, by a majority of two-thirds of the votes cast.

Unless the Shareholder has specifically instructed in the enclosed Form of Proxy that the Ordinary Shares represented by such proxy are to be voted against the relevant Resolution, the proxies in favour of a Director will be voted FOR the Resolutions.

The Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting. It is expected that the solicitation of proxies will be primarily by mail, however, proxies may also be solicited by the officers, directors and employees of the Company by telephone, electronic mail, facsimile or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of soliciting proxies in connection with the Meeting will be borne directly by the Company.
The Board has fixed 4.00 p.m. (CEST) on 30 June 2015 as the record date for the determination of the registered Shareholders entitled to receive notice of the Meeting. The Board has fixed 5.00 p.m. (CEST) on 27 July 2015 as the time and date (the 'AGM Record Date') for the determination of the registered Shareholders entitled to attend and vote at the Meeting. Shareholders who become registered holders of Ordinary Shares after the AGM Record Date and who wish to vote at the Meeting must make arrangements with the person(s) from whom they acquired the shares to direct how such shares are to be voted at the Meeting.
The Board has resolved that, to be valid, duly completed and executed Forms of Proxy must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the Company at 3, Agios Demetrios Street, Acropolis, Strovolos 2012, Nicosia, Cyprus so as to be received no later than 12.00 p.m. (CEST) on 27 July 2015 or by email to [email protected]

Voting of Proxies

The Ordinary Shares represented by the accompanying Form of Proxy (if same is properly executed and is received in accordance with the instructions set forth herein, prior to the time set for the Meeting or any adjournments or postponements thereof), will be voted at the Meeting, and, where a choice is specified in respect of any matter to be acted upon, will be voted or withheld from voting in accordance with the specification made. In the absence of such specification, proxies in favour of a Director will be voted in favour of all Resolutions set out in the Notice of Meeting. The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, the Directors know of no such amendments, variations or other matters to come before the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the Form of Proxy will be voted on such matters in accordance with the best judgment of the named proxies.
A Shareholder forwarding the enclosed Form of Proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space and the Ordinary Shares will be voted accordingly. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Ordinary Shares represented by the Form of Proxy submitted by a Shareholder will be voted for, against or withheld from voting in accordance with the directions, if any, given in the Form of Proxy on any poll that may be called for.

If a Shareholder wishes to appoint a person, who need not be a Shareholder, to represent him or her at the Meeting, the Shareholder may do so by inserting such person's name in the blank space provided in the enclosed Form of Proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy.

Revocation of Proxies

A Form of Proxy, given pursuant to this solicitation may be revoked at any time prior to its use. A Shareholder who has given a Form of Proxy may revoke it by:
(a) completing and signing a Form of Proxy bearing a later date and depositing it at the Company's registered office;
(b) depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney duly authorised in writing or, if the Shareholder is a body corporate, under its corporate seal or, by a duly authorised officer or attorney at the Company's registered office or at any time up to and including the last Business Day preceding the day of the Meeting or any adjournments or postponements thereof or with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournments or postponements thereof; or
(c) in any other manner permitted by law.
Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such Form of Proxy.