ACN 105 154 185‌

NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

Wednesday, 18 November 2015

Time of Meeting

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of 251,684 Rights to the Managing Director and Chief Executive Officer, Mr Karl M Simich, under the Sandfire Resources NL Long Term Incentive Plan, on the terms summarised in the Explanatory Memorandum.'

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4:

1. by the Managing Director and Chief Executive Officer (being the only Director who is eligible to participate in the Sandfire Resources NL Long Term Incentive Plan), and any of his associates, or

2. as a proxy by a member of the KMP or a Closely Related Party of a member of the KMP

However, the Company need not disregard a vote on Resolution 4 if the vote is cast as proxy for a person who is entitled to vote on Resolution 4 and:

1. the vote is cast in accordance with the directions on the proxy form, or

2. the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected, directly or indirectly, with the remuneration of the KMP.

Shareholders should note that the Chair intends to vote all undirected and available proxies in favour of Resolution 4.

Recommendation:

The Board (other than Mr Karl M Simich who abstains from making a recommendation because of his interest in the resolution) unanimously recommend that Shareholders vote in favour of Resolution 4.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

EXPLANATORY MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Annual General Meeting. Capitalised terms used in this Notice of Annual General Meeting are defined in the glossary to the Explanatory Memorandum.

By order of the Board Matthew Fitzgerald

Joint Company Secretary Dated: 20 October 2015

How to vote

Shareholders can vote by:

• attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote;

• voting online at www.securitytransfer.com.au. To log in you will need your Online Proxy ID and either your Holder Identification Number (HIN) or your Securityholder Reference Number (SRN); or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by email or facsimile.

  
  

  Further details are set out below.

  
  

  Voting in person (or by attorney)

  
  

  Shareholders, or their attorneys, 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 share register and attendance recorded. A properly executed original (or certified copy) of the power of attorney under which they have been authorised to attend and vote at the meeting must be lodged with the Company's share registry by 2.00pm (Perth time) on 16 November 2015 (48 hours before commencement of the meeting).

  
  

  Voting by a corporate Shareholder

  
  

  A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

  
  

  Online voting

  
  

  Shareholders are encouraged to use the online voting facility that can be accessed at www.securitytransfer.com.au. Log into the Investor Centre and click on 'Online Voting'. You will need your Online Proxy ID and either your Holder Identification Number (HIN) or your Securityholder Reference Number (SRN).

  
  

  Online voting enables Shareholders to vote directly on resolutions considered at the Meeting without attending the Meeting or appointing a proxy.

  
  

  If you cast an online vote, you are still entitled to attend the Meeting. However, your attendance will cancel your online vote unless you instruct the Company or Security Transfer Registrars Pty Ltd otherwise.

  
  

  The Chair's decision as to whether an online vote is valid is conclusive.

  
  

  To be effective, online voting must be completed by 2.00pm (Perth time) on 16 November 2015. Voting after this time will be invalid.

  
  

  Voting by proxy

  
  

• A Shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the Shareholder's votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

• However if a Shareholder appoints a member of the KMP (which includes each of the Directors) as proxy, the member of the KMP will not be able to cast the Shareholder's votes on Resolutions 1, 3 or 4 unless the Shareholder directs the member of the KMP how to vote or the Chair of the Meeting is the Shareholder's proxy. If a Shareholder appoints the Chair of the Meeting as their proxy or the Chair of the Meeting is appointed as the Shareholder's proxy by default, and the Shareholder does not direct the Chair how to vote on Resolutions 1, 3 or 4, then by completing and submitting the proxy form the Shareholder will be expressly authorising the Chair of the Meeting to exercise the proxy in respect of the relevant Resolution even though it is connected, directly or indirectly, with the remuneration of the KMP.

• Should any resolution, other than those specified in this Notice, be validly proposed at the meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, subject to the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

• The 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. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 2.00pm (Perth time) on 16 November 2015. If facsimile or email transmission is used, the power of attorney must be certified.

• Proxies may be lodged using any of the following methods:

  
  

  • by returning a completed proxy form in person or by post to:

    
    

    The share registry:

    Security Transfer Registrars Pty Ltd 770 Canning Highway

    Applecross WA 6153 or

    PO Box 535

    Applecross WA 6953

    
    

    - by faxing or emailing a completed proxy form to:

    
    

    The share registry:

    +61-8 9315 2233

    [email protected]

    
    

  • by recording the proxy appointment and voting instructions via the internet at www.securitytransfer.com.au. Log into the Investor Centre and click on 'Online Voting'. Only registered Shareholders may access this facility and will need their Online Proxy ID and either their Holder Identification Number (HIN) or Securityholder Reference Number (SRN). To be effective, online voting must be completed by 2.00pm (Perth time) on 16 November 2015. Voting after this time will be invalid.

    
    

    Shareholders who are entitled to vote

    
    

    In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (Perth time) 16 November 2015.

    SANDFIRE RESOURCES NL

    ACN 105 154 185 EXPLANATORY MEMORANDUM

    This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Sandfire Resources NL (Sandfire or the Company).

    
    

    Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

    
    

    
    

    FINANCIAL REPORTS

    
    

    The first item of the Notice deals with the presentation of the Annual Financial Report of the Company for the financial year ended 30 June 2015 together with the Directors' declaration and report in relation to that financial year and the Auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

    
    

    No resolution is required to be moved in respect of this item.

    
    

    Shareholders will be given a reasonable opportunity at the AGM to ask questions and make comments on the accounts and on the business, operations and management of the Company.

    
    

    The Chair will also provide Shareholders a reasonable opportunity to ask the Auditor or the Auditor's representative questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the Auditor in relation to the conduct of the audit.

  
  

  The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

  
  

  RESOLUTION 1 - NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

  
  

  Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report for the year ended 30 June 2015 be adopted.

  
  

  The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company's Annual Report for the year ended 30 June 2015 and is also available on the Company's website (www.sandfire.com.au).

  
  

  However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2015 AGM, and then again at the 2016 AGM, the Company will be required to put a resolution to the 2016 AGM, to approve calling a general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene a general meeting (spill meeting) within 90 days of the 2016 AGM. All of the Directors who were in office when the 2016 Directors' Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting.

  
  

  The Remuneration Report for the financial year ended 30 June 2014 did not receive a vote of more than 25% against its adoption at the Company's last general meeting held on 20 November 2014. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a spill resolution to Shareholders at this Meeting. However, a spill resolution will be required at the 2016 AGM if the Remuneration Report at the 2015 AGM and the 2016 AGM receives a vote of more than 25% against its adoption.

  
  

  The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors and other Key Management Personnel, sets out remuneration details for each Director and other Key Management Personnel and any service agreements and sets out the details of any equity based compensation.

  The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

  
  

  Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

  
  

  RESOLUTION 2 - RE-ELECTION OF MR DEREK LA FERLA AS A DIRECTOR

  
  

  Pursuant to clause 7.1(f) of the Company's Constitution, Mr Derek La Ferla, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

  
  

  Mr La Ferla is an experienced corporate lawyer and company director with more than 30 years' experience. He has held senior positions with some of Australia's leading law firms, and is currently a Partner with Western Australian firm, Lavan Legal, in the firm's Corporate Advisory Group (which includes mining and resources). He is also a member of the firm's Advisory Board and previously served on the Norton Rose Australia National Board (while the firm was Deacons). Mr La Ferla also serves as the Chairman of OTOC Limited, Cashmere Iron Limited and Threat Protect Australia Limited and was previously a director of the listed company, Katana Capital Limited. He is a fellow of the Australian Institute of Company Directors and is a member of the AICD Council (WA Division).

  
  

  Mr La Ferla was appointed to the position of Non-executive Chairman 17 May 2010 and has overseen the transition of the Company to a successful mid-tier producer. In addition to his role as independent Non-executive Chairman, Mr La Ferla is also a member of the Company's Remuneration and Nomination Committee, Audit and Risk Committee and Sustainability Committee.

  
  

  RESOLUTION 3 - ADOPTION OF SANDFIRE RESOURCES NL LONG TERM INCENTIVE PLAN

  
  

  Background

  
  

  During 2015, the Company undertook a review of long term incentive arrangements for executives and selected senior management and agreed to implement a new long term incentive plan. The Board has since approved the adoption of the Sandfire Resources NL Long Term Incentive Plan (Plan).

  
  

  The new Plan is the Company's principal vehicle to grant long term incentive awards and forms what the Board considers to be a key element of the Company's total remuneration strategy for executive key management personnel and other eligible senior executives. Awards under the Plan may be in the form of performance rights and / or options (together, Rights) over Company shares.

  Details on the Plan can be found below under 'Key terms of the Plan'. The primary objectives of the Plan are to:

• assist in the attraction, retention and motivation of key individuals;

• reward key individuals and other participants for strong individual and Company performance; and

• align the interests of participating individuals with those of Shareholders by providing opportunities to build their equity holding in the Company and providing the ability to share in future growth in value.

Why is Shareholder approval being sought?

Shareholders are asked to approve the adoption of the Company's new Plan, which is summarised below. Shareholder approval is not required under ASX Listing Rules to adopt the Plan. However, approval is being sought as a matter of good and transparent governance and to allow the Company flexibility to issue new securities in the future.

ASX Listing Rule 7.1 provides that an ASX listed entity must not issue equity securities that total more than 15% of its fully paid ordinary securities in a 12 month period without Shareholder approval.

Under ASX Listing Rule 7.2, Shareholders may approve the issue of equity securities under an employee incentive scheme as an exception to ASX Listing Rules 7.1 and 7.1A (if applicable to the Company). If such approval is obtained, any Rights granted under the Plan after the AGM would not be counted towards the Company's capacity to issue equity securities under the applicable issue limit.

This approval continues for three years, at which time it must be renewed, or it will expire. In the absence of such an approval, issues of Rights under the Plan may still be made, but must fall within the applicable issue limit at the time of issue.

The Company will seek specific Shareholder approval for participation of any executive directors in the Plan (refer Resolution 4 for approval to grant Rights to the Managing Director and Chief Executive Officer) as required by the ASX Listing Rules.

In the Board's opinion, the resolution will assist the Company in managing its capital requirements efficiently by ensuring that the Company's issue limit is not diminished by issues under the Plan and capacity is available for capital management initiatives and acquisitions, if necessary and appropriate.

Key terms of the Plan

A summary of the key terms of the Plan are set out below.

RESOLUTION 4 - GRANT OF RIGHTS TO THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

The Company has agreed, subject to receiving Shareholder approval, to grant performance rights (Rights) to the Managing Director and Chief Executive Officer, Mr Karl M Simich, under the Sandfire Resources NL Long Term Incentive Plan on the terms and conditions outlined below.

Overview of the Plan

A summary of the Plan can be found in the explanatory notes to Resolution 3 above.

Why is Shareholder approval being sought?

ASX Listing Rule 10.14 requires Shareholder approval in order for a Director to be issued equity securities in the Company under an employee incentive scheme.

Shareholders are therefore being asked to approve the grant of Rights, up to a maximum of 251,684 instruments, to Mr Karl M Simich under the Sandfire Resources NL Long Term Incentive Plan, on the terms and conditions set out below.

Approval of this resolution will also result in the Rights granted to Mr Karl M Simich being an exception to ASX Listing Rule 7.1 (refer Resolution 3 above).

Further details of Mr Simich's total remuneration package can be found on pages 51 to 67 of the Annual Report.

Key terms of the grant to Mr Karl M Simich

A brief overview of the key terms of the proposed Rights grant to Mr Karl M Simich is set out below.

Information provided under ASX Listing Rule 10.15

The following information is provided in accordance with Listing Rule ASX 10.15:

• The maximum number of Rights (and so ordinary shares) that Mr Simich will acquire if Resolution 4 is approved by Shareholders is 251,684.

• No consideration is payable by Mr Simich on the grant of the Rights or on the allocation of ordinary shares on vesting of the Rights.

• No Director of the Company, other than the Managing Director and Chief Executive Officer, is eligible to participate in the Plan or any other employee incentive scheme of the Company.

• As the Plan was only adopted by the Board this year, the Managing Director and Chief Executive Officer has not previously been granted any securities under the Plan.

• No loans will be made by the Company in connection with the acquisition of the Rights or the ordinary shares the vesting of Rights by Mr Simich.

• If Shareholder approval is obtained, the Rights will be granted to Mr Simich as soon as practicable after the AGM, but in any event, within 12 months of the AGM.

GLOSSARY

Accounting Standards has the meaning given to that term in the Corporations Act.

AGM or Meeting means the 2015 Annual General Meeting of the Company convened by the Notice.

ASX means ASX Limited.

Board means the board of Directors of the Company.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company or Sandfire means Sandfire Resources NL ACN 105 154 185.

Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company.

Key Management Personnel or KMP has the meaning given to that term in the Accounting Standards.

Listing Rules means the official listing rules of ASX as amended from time to time.

Notice means the notice of annual general meeting which accompanies this Explanatory Memorandum.

Related Body Corporate has the meaning given in section 9 of the Corporations Act. Restricted Voter means the Key Management Personnel and their Closely Related Parties. Resolution means a resolution proposed pursuant to the Notice.

Shareholder means a shareholder of the Company.