KANGAROO RESOURCES LIMITED

ACN 120 284 040

Notice of Annual General Meeting

Proxy Form

and Explanatory Statement

Date of Meeting

21 May 2015

Time of Meeting

2.30pm (AWST)

Place of Meeting

Duxton Hotel Perth, 1 St. Georges Terrace, Perth, Western Australia

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF KANGAROO RESOURCES LIMITED ACN 120 284 040 ("KANGAROO RESOURCES"/THE "COMPANY") WILL BE HELD AT DUXTON HOTEL, 1 ST. GEORGES TERRACE, PERTH, WESTERN AUSTRALIA ON THURSDAY 21 MAY 2015, AT 2.30 PM (AWST).

AGENDA

BUSINESS

An Explanatory Statement containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting.

ORDINARY BUSINESS

To receive and consider the annual financial report of the Company and the reports of the Directors and the Auditors for the financial year ended 31 December 2014.

Resolution 1 - Adoption of Remuneration Report

To consider and if thought fit, to pass, with or without amendment, the following resolution as an

Ordinary Resolution:

"That, the remuneration report forming part of the Company's 2014 Annual Report, be adopted."

Voting Exclusion

In accordance with the Corporations Act (2001) ("Corporations Act"), the Company will disregard:- (a) any votes cast (in any capacity) on Resolution 1 by or on behalf of

(i) a member of the Key Management Personnel listed in the Remuneration Report

(KMP); or

(ii) a KMP's Closely Related Party; and

(b) any votes cast as a proxy on Resolution 1 by any other person who is a member of the

KMP at the date of the meeting, or by a Closely Related Party of any such person.

Closely Related Party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

However the Company need not disregard a vote cast on Resolution 1 if it is cast:

(a) by any person referred to above as proxy for a person entitled to vote on the Resolution, in accordance with a direction in the proxy appointment specifying how the proxy is to vote on the Resolution; or

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(b) by the person chairing the meeting as proxy for a person entitled to vote on the Resolution where the proxy appointment does not specify the way the proxy is to vote on the Resolution and expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

Please read the information under the heading 'Chairman as proxy' which deals with the Chairman's voting of undirected proxies on Resolution 1.

If you are a member of the KMP or a Closely Related Party of any such member, you may be held liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company will disregard.

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 - Re-election of Mr Russell Neil as a Director

To consider and if thought fit, to pass, with or without amendment, the following resolution as an

Ordinary Resolution:

"That, Mr Russell Neil, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be elected as a Director."

BY ORDER OF THE BOARD

SUE SYMMONS Company Secretary Dated 7 April 2015

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ENTITLEMENT TO ATTEND AND VOTE

You will be entitled to attend and vote at the Annual General Meeting if you are registered as a Shareholder of the Company as at 5 p.m. (AWST) on 19 May 2015. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board of Directors has determined that the Shares on issue at that time will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

HOW TO VOTE Voting in person

Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting if possible, so that their holding may be checked against the Company's register of members and attendances recorded.

Corporate representatives

A body corporate, which is a Shareholder or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the meeting in accordance with section 250D of the Corporations Act. The appropriate appointment document must be produced prior to admission. A form of the certificate can be obtained from the Company's registered office.

Voting by proxy

A Shareholder who is entitled to attend and cast a vote at the meeting may appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the meeting (see above).
A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company's registered office.
To be effective for the scheduled meeting a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number below no later than 2.30 pm (AWST) Tuesday 19 May 2015, being 48 hours before the time of the meeting. Any proxy appointment received after that time will not be valid for the scheduled meeting.

In person

Registered Office

14 Emerald Terrace
West Perth, Western Australia 6005

By mail

PO Box 389
West Perth, Western Australia 6872

By fax

(08) 9322 7211
For further information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.

Voting by attorney

A Shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the

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Company at one of the addresses listed above for the receipt of proxy appointments at least 48 hours prior to the commencement of the meeting.

Chairman as proxy

If you appoint a proxy, the Company encourages you to consider directing them how to vote by marking the appropriate box on each of the proposed Resolutions.
If a Shareholder entitled to vote on a Resolution appoints the Chairman of the meeting as their proxy (or the Chairman becomes their proxy by default) and the Shareholder does not direct the Chairman how to vote on the Resolution:-

 The Chairman intends to vote in favour of the Resolution, as proxy for that Shareholder on a poll; and

 For Resolution 1, the Shareholder will have given the Chairman express authority to vote as the Shareholder's proxy on the relevant resolution even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company and even though the Chairman is a member of the KMP, unless the Shareholder expressly indicates to the contrary in the proxy appointment.

If you do not want to put the Chairman of the meeting in the position to cast your votes in favour of any of the proposed Resolutions, you should complete the appropriate box on the proxy form, directing your proxy to vote against, or to abstain from voting, on the resolution.

Other members of KMP as proxy

If a Shareholder appoints a Director (other than the Chairman of the meeting) or another member of KMP (or a Closely Related Party of any such person) as their proxy and does not direct the proxy how to vote on Resolution 1 by marking the 'For', 'Against' or 'Abstain' box opposite the relevant Resolution on the proxy appointment, the proxy will not be able to exercise the Shareholder's proxy and vote on their behalf on the relevant Resolution.

QUESTIONS FROM SHAREHOLDERS

The Chairman of the meeting will allow a reasonable opportunity for Shareholders at the meeting to ask questions about and make comments on the management of the Company and on the Financial Report, the Directors' Report (including the Remuneration Report) and the Auditor's Report (Reports), as well as each of the Resolutions to be considered at the meeting.
A representative of the Company's auditor will attend the meeting. During the meeting's consideration of the Reports, the Chairman of the meeting will allow a reasonable opportunity for Shareholders at the meeting to ask the auditor's representative questions relevant to the:-

 Conduct of the audit;

 Preparation and content of the Auditor's Report for the financial year ended 31 December 2014;

 Accounting policies adopted by the Company in relation to the preparation of the financial statements contained in the Financial Report for that year; and

 Independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to the Company's auditor if the question is relevant to the content of the Auditor's Report or the conduct of the audit.
If you wish to submit a question in advance of the meeting, you may do so by sending your question to one of the addresses or facsimile number above by no later than 14 May 2015. The Company and the auditor will attempt to respond to as many of the more frequently asked questions as possible. Due to the large number of questions that may be received, the Company and the auditor will not be replying on an individual basis.

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Explanatory Statement

This Explanatory Statement is for the information of members of KANGAROO RESOURCES LIMITED (the Company) in connection with Resolutions to be considered at the Annual General Meeting of the Company to be held on Thursday 21 May 2015 at 2.30pm (AWST). If members are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

Ordinary Business

Annual Financial Report

The Annual Report 2014 (including the financial statement, Directors' report and Auditor's report for the financial year ended 31 December 2014) is available for review by Shareholders at www.kangarooresources.com and will be tabled at the Meeting.
Whilst there is no requirement for Shareholders to approve the Annual Report, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report for the financial year ended 31 December 2014; (b) ask questions or make comment on the management of the Company; and
(c) ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor's report.

Resolution 1 - Adoption of Remuneration Report

The Board submits its Remuneration Report for the year ended 31 December 2014 to Shareholders for consideration and adoption by way of a non-binding resolution.
The Remuneration Report is included in the 2014 Annual Report. The report:
- explains the Company's remuneration principles relating to the nature and amount of the remuneration of directors, senior managers and other group executives of the Company;
- discusses the relationship between such principles and the Company's performance; and
- sets out remuneration details for each director and for each relevant executive of the Company. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.
The vote on the Remuneration Report is advisory only and will not bind the Company, however the Board places importance on the outcome of the vote and will take it into account when considering the Company's remuneration policy.
The Corporations Act provides for a 'two strikes rule' in relation to voting on the Remuneration Report. This rule would apply if, at two consecutive Annual General Meetings, the resolution for adoption of the Remuneration Report were to receive a 'no' vote of 25% or more of the votes cast on the resolution. In that case, a further resolution (a 'spill resolution') would be required to be put to Shareholders at the second of those Annual General Meetings. If passed, the spill resolution would require an extraordinary general meeting of the Company (a 'spill meeting') to be held within 90 days of the second Annual General Meeting, for the purpose of considering the election of Directors. At the spill meeting, the directors (other than the Managing Director) who were in office at the date of approval by the Board of the most recent Directors' Report would cease to hold office, unless re-elected at the meeting. For any spill resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it.
In addition, if comments are made on the Remuneration Report at an Annual General Meeting and 25% or more of the votes cast on Resolution 1 are against the adoption of the Remuneration Report, the Company's Remuneration Report for the subsequent financial year will be required to include an explanation of the Board's proposed action in response to those comments or, if no action is proposed, the Board's reasons for this.

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At the Company's 2013 Annual General Meeting, more than 99% of the votes cast on the resolution for adoption of the Remuneration Report were in favour of the resolution and no comments were made on the Remuneration Report at that meeting.
During this item, Shareholders will be provided with a reasonable opportunity to ask questions about and make comments on the Remuneration Report.
Please read the information under the heading 'Chairman as proxy' which deals with the Chairman's voting of undirected proxies on this Resolution.
A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

Directors' recommendation

The Board of Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

Resolution 2 - Re-election of Mr Russell Neil as a Director

The Constitution of the Company requires that one third of the Directors in office (other than a Managing
Director) must retire by rotation at each Annual General Meeting of the Company.
Messrs Leonard Math and Russell Neil therefore retire at the forthcoming Annual General Meeting in accordance with the Constitution. Mr Russell Neil, being eligible, has offered himself for re-election at the meeting. Mr Leonard Math will not be offering himself for re-election at the meeting.
Mr Neil is an Indonesian-based mining executive with over 20 years' experience in accounting, finance and management roles within the mining industries of Australia and Indonesia.
He was appointed to the KRL board of directors as an associated non-executive director in June 2011. He also holds the position of Chief Development Officer for Bayan Resources Group, the Company's largest shareholder, and has been a main board director of the Bayan Resources Group since 2008.
Mr Neil has considerable mining industry experience having previously worked for WMC Limited, Eltin Limited, Tiwest Joint Venture in Australia and provided consultancy services to a number of Indonesian mining companies.
He holds Bachelor of Commerce (Accounting) and Bachelor of Arts (SE Asian Studies) degrees from Murdoch University, Western Australia and is a Fellow Certified Practicing Accountant (FCPA) and a Chartered Financial Analyst (CFA).
The Board of Directors, excluding Mr Neil, recommend that Shareholders vote in favour of Resolution 2.

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SCHEDULE 1 - DEFINITIONS

In this Notice and Explanatory Statement:
ASX Australian Securities Exchange
AWST Australian Western Standard Time
Ordinary Resolution a resolution that has been passed by at least 50% of the votes cast by shareholders entitled to vote on the resolution
Resolution a resolution set out in the Notice of Meeting
Shareholder holder of a share in the Company

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KANGAROO RESOURCES LIMITED ACN 120 284 040

PROXY FORM

Shareholder Details

Name: ............................................................................................................................................................................................................... Address: ............................................................................................................................................................................................................... Contact Telephone No: ................................................................................................................................................................................... Contact Email Address: ................................................................................................................................................................................... Contact Name (if different from above): .......................................................................................................................................................

Step 1: Appointment of Proxy

I/We being a Shareholder/s of Kangaroo Resources Limited and entitled to attend and vote hereby appoint

The Chairman of the meeting (mark with an 'X')

Write here the name of the person you

OR are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and 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 Kangaroo Resources Limited to be held at Duxton Hotel, 1 St. Georges Terrace, Perth, Western Australia on 21 May 2015 at 2.30 pm (AWST) and at any adjournment of that meeting.

Chairman authorised to exercise proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default) and am/are entitled to vote on the relevant Resolution, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in relation to Resolution 1 (and any motion for amendment of, or any procedural motion relating to that resolution) even though that resolution (and any such motion) may be connected directly or indirectly with the remuneration of a member of the key management personnel for the Company, and even though the Chairman is a member of the key management personnel.

If the Chairman of the Meeting is (or becomes) your proxy, you can direct the Chairman how to exercise your proxy on Resolution 1 by marking the appropriate box below.

Chairman to vote undirected proxies in favour: I/we acknowledge that the Chairman of the Meeting intends to vote undirected proxies in favour of each of the proposed Resolutions (to the extent permitted by law).

Step 2: Voting directions to your proxy - please mark to indicate your directions

Special Business For Against Abstain*

Resolution 1 Adoption of Remuneration Report

Resolution 2 Re-election of Mr Russell Neil

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions attached).

- If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

%

PLEASE SIGN HERE This section must be signed in accordance with the instructions attached to enable your directions to be implemented

Individual or Shareholder 1 Shareholder 2 Shareholder 3

Sole Director and

Sole Company Secretary

Director Director/Company Secretary

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How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the Company's share register. If shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company on 08 9322 2700 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a "Certificate of Appointment of Corporate Representative"

should be produced prior to admission. A form of the certificate can be obtained from the Company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 2.30 pm (AWST) on 19 May 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company's registered office at 14 Emerald Terrace, West Perth Western Australia 6005 or sent by facsimile to the registered office on (08) 9322 7211.

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