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Citigold Corporation Limited Annual General Meeting 2015

Dear Shareholder,

I am very pleased to invite you to the Annual General Meeting of Citigold Corporation Ltd shareholders to be held on Wednesday, 25 November 2015 at 12.00pm at level 3, Holiday Inn, 320-334 Flinders Street, Townsville 4810, Queensland, Australia.

The formal Notice of the 2015 Annual General Meeting accompanies this letter.

If you are attending the Annual General Meeting registration on the day commences at 11.30am and registration will be facilitated if you bring your Voting/Proxy Form with you. For catering purposes your prior advice of attendance to Francis Rigby is appreciated.

For shareholders who are unable to attend the meeting you may wish to vote your shares directly or appoint a proxy to act on your behalf. You may register your voting instructions by completing and returning the Voting/Proxy Form enclosed with this letter. Your Voting/Proxy Form must reach us by 12.00pm Tuesday, 24 November 2015.

Shareholders who have not elected to receive a printed copy of the 2015 Annual Report may obtain a copy from Citigold's website at www.citigold.com

Your directors and management of Citigold look forward to seeing you at the meeting. If you require any further information, please call Francis Rigby at our office on 07 3834 0000 (international +61 7 3834 0000).

Yours sincerely,

Mark Lynch Chairman

22 October 2015

P.S. Personally I would like to thank all shareholders for their consistent and generous support.

Citigold Corporation Limited Notice of Annual General Meeting 2015 Page 1 of 4

Citigold Corporation Limited

Notice of Annual General Meeting

ORDINARY BUSINESS

Notice is hereby given that the 2015 Annual General Meeting of shareholders of Citigold Corporation Limited ('Company') will be held at Level 3, Holiday Inn 320-324 Flinders Street, Townsville City Qld 4810, at 12.00pm on Wednesday, 25 November 2015 ('Meeting').

Financial Statements and Reports

To receive and consider the Financial Report of the Company and the reports of the directors and auditors for the year ended 30 June 2015.

Resolutions

To consider and if thought fit, pass the following resolutions as ordinary resolutions:

1. Election of Mr Arun Panchariya

   'That Mr Arun Panchariya, who retires by rotation in accordance with the Company's Constitution and being eligible offers himself for re-election as a Director of the Company, be elected as a Director of Citigold Corporation Limited.'

2. Ratification and approval of previous allotments and issue of shares for working capital

   'That, for the purpose of Listing Rule 7.4, and for all other purposes, shareholders ratify and approve the prior allotments and issue of 202,471,359 Ordinary Shares in the Company to sophisticated investors, the issued shares are fully paid ordinary shares and rank equally with the existing ordinary shares on issue. Terms and conditions are set out in the Explanatory Statement accompanying the Notice of Meeting'.

   Voting Exclusion Statement

   The Company will disregard any votes cast on resolution 2 by or on behalf of any person who participated in the issue and any associate of that person. However the Company need not disregard a vote if (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

3. Remuneration Report

'That the Remuneration Report for the Company for the year ended 30 June 2015 is adopted.' The Remuneration Report forms part of the Directors Report in the 2015 Annual Report.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this Resolution is advisory only and does not bind the Board or the Company.

Voting Exclusion Statement

Votes cannot be cast on resolution 3 by or on behalf of a member of the Company's directors and key management personnel or any of their closely related parties (such as close family members and any controlled companies), unless the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Voting Form specifying how the proxy is to vote.

By Order of the Board

Mark Lynch Chairman

22 October 2015

ANNUAL REPORT - Online

Citigold's Annual Report for the year ended 30 June 2015 will be available on the Company's website from 22 October 2015 at www.citigold.com.

VOTING ENTITLEMENTS

For the purpose of voting at the meeting, the Directors have determined that all shares in the Company are taken to be held by the persons who are registered as holding them at 9.00 am on 24 November 2015. The entitlement of shareholders to vote at the meeting will be determined by reference to that time.

PROXIES

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two or more proxies and may specify the percentage of votes each proxy is appointed to exercise.

If a shareholder appoints two proxies and their appointment does not specify the proportion or number of the shareholder's votes the proxy may exercise, each proxy may exercise one half of the shareholder's votes. If a shareholder appoints two proxies, neither may vote on a show of hands.

The Voting/Proxy Form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act.

The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received by

Mail Citigold Corporation

Ltd Level 13, 500 Queen Street Brisbane Queensland 4000

Facsimile

07 3834 0011

(International +617 3834 0011)

By email at

[email protected]

at least 24 hours before the commencement of the Meeting or any adjournment of that Meeting.

VOTING BY CORPORATE REPRESENTATIVES

If a representative of a corporate shareholder is to attend the meeting pursuant to section 250D of the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the Meeting. A form of certificate of appointment can be obtained from the Company's share registry.

EXPLANATORY STATEMENT

The information in this document relates to the resolutions to be considered at the Annual General Meeting of shareholders of the Company (Resolutions) to be held on 25 November 2015. This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting and forms part of the Notice of Annual General meeting.

Accounts

Under the Corporations Act, the directors of Citigold must lay the Financial Report, the Directors' Report and the Auditor's Report for the Company for the year ended 30 June 2015, before the meeting.

This item does not require voting by shareholders. It is intended to provide an opportunity for shareholders to ask questions on the financial statements and reports. The auditors of the Company will be present at the meeting and available to answer any questions about the preparation and content of the auditor's report and the conduct of the audit

Resolution 1 - Election of Mr Arun Panchariya

In accordance with the Company's Constitution, Mr Arun Panchariya who retires by rotation and being eligible offers himself for re-election as a Director of the Company.

Arun Panchariya

His Excellency Mr. Arun Panchariya is the Consul General for the Republic of Liberia in Dubai, United Arab Emirates, heading the Mission. He also an award-winning investment banker and entrepreneur with over two decades of experience in financial markets. His current forte is advising the governments globally on financial products.

He is the Principal of Global Finance & Capital Limited (GFCL), a financial advisor to the West African Economic and Monetary Union and the West African Development Bank for a number of projects, infrastructure and industrial, worth over USD 26 billion.

He is the Chairperson of a Supervisory Board of GICD Limited, an entity set up by GFCL, an associate company jointly owned with the Government of Serbia for development of Infrastructure Projects in the Republic of Serbia.

He is also a Supervisory Board member of Global Invest AD Ltd (GIAD) a collaborative venture between GFCL and Invest AD, Abu Dhabi Investment Company (ADIC).

This is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote.

Resolution 2 - Ratification of Previous Issue of Shares

The Company announced placements issuing 202,471,359 Ordinary Shares in the Company to sophisticated investors, for working capital, at issues prices and dates as follows. On the 10th of December 2014, 25,428,573 shares were issued at 1.75 cents per share; on the 17th March 2015, 7,735,094 shares were issued at 1.4 cents per share; on the 31st March 2015 42,307,692 shares were issued at 1.3 cents per share; on the 19th of August 56,000,000 plus 56,000,000 bonus shares were issues at 3 cents per share and 0 cents for the bonus share; and on the 9th of October 15,000,000 shares were issued at 2 cents per share.

Resolution 2 seeks Shareholder ratification pursuant to ASX listing Rule 7.4 for the issue of the 202,471,359 Ordinary Shares, subject of the placements. The issued shares are fully paid ordinary shares and rank equally with the existing ordinary shares on issue.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during a 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in generally meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with Shareholder approval for the purposes of Listing Rule 7.1.

By ratifying these issues, the company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 3 - Remuneration Report

Section 298 of the Corporations Act requires that the annual Directors' Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

1. discusses the Company's policy and the process for determining the remuneration of its executive officers and Directors;

2. addresses the relationship between the remuneration of the Company's executive officers and the performance of the Company; and

3. sets out remuneration details for each Director and each of the executive officers of the Company named in the Remuneration Report for the financial year ended 30 June 2015.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this Resolution is advisory only and does not bind the Board or the Company.

Shareholders will be given the opportunity to ask questions and to make comments on the Remuneration Report. The Directors recommend that shareholders vote in favour of this resolution. The Directors acknowledge however that they have a personal interest in some aspects of the Remuneration Report. The Chairman intends to vote undirected proxies in favour of this resolution.

Citigold Corporation Limited

Voting/Proxy Form - 2015 Annual General Meeting

I/we:

Company Name (if applicable)

Address:

Suburb:

State:

Post Code:

HIN/SRN:

being a shareholder/s of Citigold Corporation Limited and entitled to attend and vote hereby appoint:

The Chairman of the Meeting OR (mark with an 'X')

Name of proxy - If you are not appointing the Chairman of the Meeting as your proxy please write here the full name

of individual or body corporate (excluding the registered Security holder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the meeting, as my/our proxy to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting of the Company to be held on Wednesday, 25 November 2015 commencing at 12.00pm and at any adjournment of the meeting. The Chairman intends to vote undirected proxies in favour of all resolutions.

VOTING DIRECTIONS For Against Abstain#

1.	To re-elect Mr Arun Panchariya as a Director of the Company	( ) ( ) ( )
2.	Ratification and approval of previous allotments and issue of shares for working capital	( ) ( ) ( )

To adopt the Remuneration Report as disclosed in the Annual report for the year ended 30

3.

June 2015*

( ) ( ) ( )

* If the Chairman of the Meeting is authorised to vote on your behalf as proxyholder, NOT marking any of the above boxes in respect of Resolution 3 means that you have directed the Chairman to vote in favour of Resolution 3. If you do not wish to give the Chairman such a directed proxy, you should ensure that a box other than the 'For' box is clearly marked.

# If you mark the abstain box for a particular item you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions below to enable your directions to by implemented.

Individual or Security Holder 1 Security Holder 2 Security Holder 3

Director Sole Director and Sole Company Secretary Director / Company Secretary

Contact Name: Contact Phone (daytime):

PROXY INSTRUCTIONS

1. Any appointed proxy must be an individual or body corporate.

2. A shareholder who is entitled to cast 2 or more votes may appoint 1 or 2 proxies to attend and vote at a meeting. If you appoint another proxy you should insert the proportion or number of your voting rights given to the proxy named in this form. If you do not insert this proportion or number then each proxy may exercise half of your votes. An additional proxy form for the other proxy will be supplied on request.

3. Joint holders should all sign this form. Companies should execute this form under common seal or by an officer or attorney duly authorised. If this form is executed under Power of Attorney, a certificate of non-revocation of Power of Attorney should be completed. The Power of Attorney should be sent with this form if it has not already been noted by the Company.

   201211_01S52A

4. To be effective the proxy form must be received by the Company at least 24 hours before the meeting. The proxy form is considered to have been received by the Company if received at Citigold Corporation Limited, Level 13, 500 Queen St, Brisbane QLD 4000 or faxed to: Attention: Company Secretary, Citigold Corporation Limited, Fax: (07) 3834 0011 or fax +61 7 3834 0011 (outside Australia) or email to [email protected].