CHURCHILL MINING PLC

REGISTERED IN ENGLAND AND WALES COMPANY NUMBER 5275606

NOTICE OF GENERAL MEETING

TIME: 4.00pm WST (Perth, Western Australia)

DATE: 6 May 2016

VENUE: Suite 1

346 Barker Rd Subiaco

Western Australia Australia 6008

This Notice of Meeting should be read in its 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) 6380 9670

Churchill Mining Plc

Business Address Registered Office Address

Suite 1, 346 Barker Road, Subiaco WA 6008 55 Gower Street

PO Box 8050, Subiaco East WA 6008 London WC1E 6HQ Tel +61 (0)8 6380 9670 | Fax +61 (0)8 6380 9650

Website: www.churchillmining.com Email: [email protected]

CONTE N T S PAGE

Notice of General Meeting (setting out the proposed resolutions) 3

Explanatory Statement (explaining the proposed resolutions) 5

Proxy Form 9

TIME A N D PLACE O F MEETIN G AND HOW TO V O TE VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held

at 4pm WST (Perth, Western Australia) on 6 May 2016 at:

Suite 1

346 Barker Rd Subiaco

Western Australia Australia 6008

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above. If your shares are held in a nominee account you will require a letter of representation from that nominee permitting you to attend and vote.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) Post to the: Company Secretary Churchill Mining Plc

c/- Share Registrars Limited,

Suite E. First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL United Kingdom;

(b) Facsimile to +44 (0)1252 719 232,

so that it is received not later than 4.00pm Perth Western Australia (or 48 hours before the time of the meeting excluding any part of a day that is not a business day) on 4 May 2016 (Perth Western Australia).

Proxy Forms received later than this time will be invalid.

NOTICE O F GENER A L MEETIN G

Notice is given that the General Meeting of Shareholders will be held at 4.00pm WST (Perth, Western Australia) on 6 May 2016 at Suite 1, 346 Barker Road Subiaco, Western Australia. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. That to the exclusion of and in substitution for any such authority previously conferred upon them and subsisting at the date of this Resolution (save to the extent that the same may already have been exercised and save for any such authority granted by statute), the Directors be and are hereby authorised, generally and unconditionally for the purpose of section 551 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of that Act) up to a maximum aggregate nominal amount of

   £221,000 provided that:

   
   

2. this authority shall expire on the date of the next annual general meeting of the Company; and

   
   

3. the Company may before such expiry date make an offer, agreement or other arrangement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer, agreement or arrangement as if the authority hereby conferred had not so expired.

   
   

   SPECIAL RESOLUTIONS

   
   

4. That in substitution for all existing and unexercised authorities and subject to the passing of the immediately 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) 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 the Resolution, unless previously revoked or varied by special resolution of the Company in general meeting, shall be limited:

   
   

5. to the allotment of equity securities in connection with a rights issue in favour of ordinary 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

6. to the allotment (otherwise than pursuant to sub-paragraphs (a) above) of equity securities up to an aggregate nominal amount of £221,000 in respect of any other issues for cash consideration,




and shall expire on the date of the next annual general meeting of the Company 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.




DATED: 8 APRIL 2016




BY ORDER OF THE BOARD




RUSSELL HARDWICK/ STEPHEN RONALDSON COMPANY SECRETARY CHURCHILL MINING PLC