TASMAN RESOURCES LTD ACN 009 253 187

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT AND

PROXY FORM

TO BE HELD ON 25 NOVEMBER 2015

COMMENCING AT 9:15AM AT

Level 15

197 St Georges Terrace, Perth WESTERN AUSTRALIA

TASMAN RESOURCES LTD

(ACN 009 253 187)

NOTICE OF MEETING

Notice is hereby given that an Annual General Meeting of shareholders of Tasman Resources Ltd (the Company) will be held at Level 15, 197 St Georges Terrace, Perth on Wednesday the 25th of November 2015 at 9:15am.

AGENDA

1. Annual Reports

   To table the Annual Financial Report for the financial year ended 30 June 2015 and the Director's Report and Auditor's Report for that financial year.

2. Resolution 1 - Adoption of Remuneration Report

   To consider, and if thought fit pass, with or without amendment, the following Resolution as a non-binding resolution:

   'That for the purposes of section 250R(2) of the Act and for all other purposes, the Company be authorised to adopt the Remuneration Report contained in the Annual Financial Report'.

   Short Explanation: In accordance with section 249L(2) of the Act, a resolution that the Remuneration Report be adopted must be put to the vote. The effect of section 250R(3) of the Act is that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. Resolution 2 - Election of Director

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

   'That Mr Guy T Le Page being a Director of the Company who retires by rotation pursuant to the Company's Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.'

4. General

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Act, or otherwise.

PROXIES

In accordance with section 249L of the Act, shareholders are advised:

• each shareholder has a right to appoint a proxy;

• the proxy need not be a shareholder of the Company;

• a shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with section 250BA of the Act the Company specifies the following for the purposes of receipt of proxy appointments: By post or hand delivery to the Registered Office:

Level 15, 197 St Georges Terrace, Perth, Western Australia 6000 By Post to Level 15, 197 St Georges Terrace, Perth, Western Australia 6000 or PO Box 7055, Cloisters Square, Perth Western Australia 6850

By facsimile to: (08) 9282 5866

Each shareholder entitled to vote at the Annual General Meeting has the right to appoint a proxy to vote on each particular Resolution. A shareholder may specify the way in which the appointed proxy is to vote on a particular Resolution or may allow the appointed proxy to vote at its discretion. Where a shareholder appoints the Chairman as their proxy and does not expressly direct the Chairman to vote 'For' or 'Against' a resolution or to abstain from voting on a resolution, the Chairman intends to vote in favour of such resolution. Notwithstanding the Chairman's voting intention, a shareholder can (where they have appointed the Chairman as their proxy) expressly direct the Chairman to vote for or against such resolution, or to abstain from voting on such resolution, by marking the appropriate box on their proxy form. That is, a shareholder can direct the Chairman to vote as their proxy in a manner which is contrary to the Chairman's stated voting intentions. If a shareholder does not mark any of the 'For', 'Against' or 'Abstain' boxes on the proxy form for Resolution 1 (Adoption of Remuneration Report), that shareholder will thereby be taken to have directed the Chairman to vote in accordance with the Chairman's stated voting intention (that is, to vote in favour of such resolution).

The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the Annual General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form.

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 23 November 2015 will be entitled to attend and vote at the Annual General Meeting.

Except where the contrary intention appears, all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

By Order of the Board of Directors

A P Gates Company Secretary

Dated this 27th day of October 2015

TASMAN RESOURCES LTD

(ACN 009 253 187)

EXPLANATORY STATEMENT FOR SHAREHOLDERS

This Explanatory Statement is intended to provide shareholders of the Company with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1. - RECEIVE AND CONSIDER THE ANNUAL REPORTS

   
   

   The first agenda item is to receive and consider the Annual Financial Report, Director's Report and Auditor's Report for the Company for the financial year ended 30 June 2015. No Resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company's Directors and auditors in relation to the Company's results and operations for the financial year.

2. - REMUNERATION REPORT

   
   

   The Annual Financial Report for the financial year ended 30 June 2015 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

   In accordance with section 249L(2) of the Act, a resolution that a Remuneration Report be adopted must be put to the vote. However, pursuant to section 250R(3) of the Act, the vote on the Resolution is advisory only and will not require the Directors or the Company to alter any arrangements detailed in the Remuneration Report, should the Resolution not be passed.

   Where the Chairman is appointed as proxy for a shareholder to vote on this resolution and is not expressly directed by such shareholder to vote 'For' or 'Against' this resolution, or to 'Abstain' from voting on this resolution, the Chairman intends to vote in favour of this resolution.

3. - RE-ELECTION OF DIRECTOR

   
   

   In accordance with the Company's Constitution, Mr Guy T Le Page retires by rotation and, being eligible, offers himself for re-election as a Director of the Company.

   Mr Le Page has been a Board member since February 2001. Mr Le Page is currently a corporate adviser at RM Capital Pty Ltd specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. Mr Le Page was Head of Research at Morgan Stockbroking Limited (Perth) prior to joining Tolhurst Noall as a Corporate Adviser in July of 1998. As Head of Research, Mr Le Page was responsible for the supervision of all Industrial and Resources research. As a Resources Analyst, Mr Le Page published detailed research on various mineral exploration and mining companies listed on the ASX. The majority of this research involved valuations of both exploration and production assets.

   Prior to entering the stockbroking industry he spent 10 years as an exploration and mining geologist in Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology and he has acted as a consultant to private and public companies. This professional experience included the production of both technical and valuation reports for resource companies.

   The Board recommends that shareholders vote in favour of this Resolution.

   
   

   GLOSSARY OF TERMS

   In this Explanatory Statement and accompanying Notice of Meeting the following words and expressions have the following meanings:

   'Act' means Corporations Act 2001 (Cth);

   'ASIC' means Australian Securities and Investments Commission; 'ASX' means ASX Limited (ACN 008 624 691);

   'Board' means the board of Directors of the Company;

   'Company' or 'Tasman' means Tasman Resources Ltd (ACN 009 253 187); 'Director' means a director of the Company;

   'Explanatory Statement' means the information attached to the Notice of Meeting which provides information to shareholders about the Resolutions contained in the Notice of Meeting;

   'Listing Rules' means the ASX Listing Rules and 'Listing Rule' has a corresponding meaning;

   'Notice' or 'Notice of Meeting' means the notice of meeting which accompanies this Explanatory Statement; and

   unless the contrary intention appears, terms defined in the Notice of Meeting have the same meaning in this Explanatory Statement.

   
   

   Shareholder Name‌

   TASMAN RESOURCES LTD (ACN 009 253 187)

   
   

   PROXY FORM

   ANNUAL GENERAL MEETING

   
   

   The Company Secretary Tasman Resources Ltd

   Level 15, 197 St Georges Terrace

   Perth WA 6000

   
   

   Fax +(618) 9282 5866

   Shareholder Address Share Registry Website:

   I/We

   being a member/members of Tasman Resources Ltd entitled to attend and vote at the meeting, hereby

   Appoint

   Name of proxy

   www.advancedshare.com.au

   
   

   
   

   
   

   or failing the person so named or, if no person is named, the Chairman of the meeting or the Chairman's nominee, to vote in respect of % of my/our voting rights 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 the 25th of November 2015 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the

   resolutions.

   
   

   FOR	AGAINST	ABSTAIN
   Ordinary Resolutions:
   1. Approval of Remuneration Report
   2. Re-election of Mr Guy T Le Page as a Director of the Company

   
   

   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 intended to be counted in computing the required majority on a poll.

   
   

   In the case of Resolution 1 (Approval of Remuneration Report), if you do not mark one of the 'For', 'Against' or 'Abstain' boxes, you will thereby be taken to have directed the Chairman to vote in accordance with the Chairman's stated voting intention (that is, to vote in favour of Resolution 1).

   
   

   Signed this day of 2015

   
   

   Individuals and joint holders	Companies
   Signature	Director
   Signature	Director/Company Secretary
   Signature	Sole Director and Sole Company Secretary

   
   

   Notes:

4. To be effective, this proxy and the power of attorney (if any) under which it is signed must be received at the Registered Office of the Company, Level 15, 197 St Georges Terrace, Perth, WA 6000 not less than 48 hours before the time for holding the meeting, or any adjournment thereof.

5. If the member is a corporation, the form of proxy should be signed under seal if appropriate.