Notice of Annual General Meeting

DIRECTORS' REPORT

19 October 2015

CHAIRMAN'S LETTER TO SHAREHOLDERS

Your vote at this AGM is vital for maintaining board stability and the ongoing development of the Hawsons Iron Project for the benefit of all Carpentaria shareholders.

Why the Board needs your vote in this Annual General Meeting (AGM).

Carpentaria Exploration, under its current board and management, continues to progress the world class Hawsons Iron Project towards feasibility and development.
Your Board's ability to continue doing so depends upon at least 75% of shareholders voting in support of the adoption of the remuneration report. At last year's AGM Carpentaria received its 'first strike' as it failed to reach the 75% threshold of support.
The structure of the Company's share register makes avoiding a 'second strike' virtually impossible based on the past voting record of its major shareholder.
The 2015 AGM agenda therefore includes item 4, a compulsory Board spill resolution, which is required in the event of a 'second strike'. If 50% of shareholders chose to REJECT this spill motion Carpentaria will avoid the distraction and expense of yet another time consuming and costly extraordinary shareholder meeting.
The Board strongly recommends you vote against the Board spill resolution.

Dear Shareholder,

The 2015 financial year has been one of the most challenging for exploration and mining companies in many decades, particularly for those in the iron ore business. Over the course of the past eighteen months the Board has regularly tested the strategic alternatives available to it, including that of putting the Hawsons Project on hold in order to preserve the Company's cash until such time as the commodities cycle showed signs of recovery.

Your Board and management however formed the view that shareholders' interests are best served by maintaining the momentum of the Company's flagship asset, the Hawsons Iron Project joint venture. Our near term objective is to demonstrate the project can profitably produce a premium iron product that will be in demand in even the tightest of iron markets and thereby build shareholder value. Project results this year have advanced this goal and reinforced the Company's strategic view.

At the same time we have been very mindful of the economically constrained environment in which the iron ore sector is operating. The Board has implemented a regime of prudent cost management, keeping corporate overheads as low as possible and channelling the majority of operating expenditure into Hawsons. This has included a decision by the Board to reduce its remuneration for a second time in 15 months. The Board's current remuneration, both individually and combined, is now below the average rates (based on FY14 data) of those junior exploration companies who, like Carpentaria, are members of the Association of Mining and Exploration Companies (AMEC).

Our Commitment to the Future of Modern Steel Production

Level 6, 345 Ann St Brisbane Queensland 4000

PO Box 10919, Adelaide Street, Brisbane Queensland 4000 Phone: + 61 7 3220 2022 Fax: + 61 7 3220 1291

[email protected] www.capex.net.au

We find it, We prove it, We make it possible

Your directors strongly believe that steel-making in many parts of the world will move increasingly towards the modern electric arc furnace process and more efficient operating of blast furnaces. As a consequence, the demand for direct reduction grade (DR) and high quality blast furnace grade pellets and pellet feed will grow dramatically in coming years. Carpentaria's strategy is to position Hawsons to be best-placed to supply such products.

Over the past year your Company, in its role as manager of the Hawsons Iron Project joint venture, has achieved the following:

Completed bulk testwork, demonstrating how Hawsons can produce world-leading quality iron ore pellet feed at very competitive costs, satisfying the premium end of the iron ore market and improving substantially the potential revenue and profitability of the project;
Confirmed with Transgrid that existing electricity infrastructure can deliver Hawsons requirements with only minor network upgrades;
Completed a supply chain prefeasibility level study, demonstrating that a 20 Mtpa export facility at Port Pirie is both technically and commercially feasible,

Attached are the notice of meeting and associated documents for this year's Annual General Meeting of shareholders, to be held at The Christie Centre on Thursday 19 November 2015.

I urge you to read these documents and draw your particular attention to the fourth resolution in the notice.

Under the Corporations Act, such a Board spill resolution must be put to shareholders if the Board receives what is known as a 'second strike'. This happens if the remuneration report is not approved twice in a row. The Board spill resolution calls for an extraordinary meeting of shareholders within ninety days at which time the board positions (other than the Managing Director's) are voted on. This resolution will only be put to a vote in the event that the first resolution (approval of the remuneration report) does not receive the required 75% approval.

Your Board is urging you to vote in favour of adopting the Remuneration Report and vote against the Board spill resolution. A how to vote according to director recommendations is attached.

I look forward to meeting with as many of you as possible at the AGM. Yours sincerely

Dr Neil Williams Chairman

IF YOU HAVE ANY QUESTIONS ON THE AGM OR HOW TO VOTE, PLEASE CALL THE CARPENTARIA SHAREHOLDER INFORMATION LINE ON 1300 560 339 (OR FROM OUTSIDE OF AUSTRALIA +61 2 8011 0354)

Please note that you are able to lodge your proxy votes online. To do so, go to the Link Market Services website home page www.linkmarketservices.com.au , then the Investor Centre and follow the prompts. This process is also shown on the attached proxy form. Please note also that if you are going to vote online, the prefix of your SRN/HIN may be the letter 'I', not the numeral '1'.

Level 6, 345 Ann St Brisbane Queensland 4000

PO Box 10919, Adelaide Street, Brisbane Queensland 4000 Phone: + 61 7 3220 2022 Fax: + 61 7 3220 1291

[email protected] www.capex.net.au

We find it, We prove it, We make it possible

CARPENTARIA EXPLORATION LIMITED ANNUAL GENERAL MEETING

19 November 2015

The Board of Carpentaria Exploration Limited RECOMMENDS THAT YOU VOTE AS SET OUT BELOW

Noting that for Resolution 1 each Director has a personal interest in their own remuneration from Carpentaria as described in the remuneration report; and

Noting that Messrs Cai and Cholakos abstain from making any recommendation to the resolution that relates to their own re-election

FOR

AGAINST

ABSTAIN

HOW TO VOTE

Resolution 1: Adoption of the Remuneration Report

Resolution 2: Re-election of Bin Cai as a Director X

Resolution 3: Re-election of Paul Cholakos as a Director

Resolution 4: Holding a spill meeting X

PLEASE ENSURE IF YOU ARE VOTING THAT YOU SIGN AND DATE YOUR COMPLETED PROXY FORM OR GO ON-LINE AS PER PROCEDURE AN REVERSE OF PROXY FORM

SHAREHOLDER INFORMATION LINE 1300 560 339

 ONLINE

LODGE YOUR VOTE

ACN 095 117 981

PROXY FORM

www.linkmarketservices.com.au

 BY MAIL

Carpentaria Exploration Limited

C/- Link Market Services Limited Locked Bag A14

Sydney South NSW 1235 Australia



BY FAX

02 9287 0309

 BY HAND

Link Market Services Limited

1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO

Telephone: 1300 554 474

*X99999999999*

X99999999999

I/We being a member(s) of Carpentaria Exploration Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

STEP 1

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am on Thursday, 19 November 2015 at The Mayflower Room, Christies Building, 320 Adelaide Street, Brisbane Queensland 4000 (the Meeting) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business except for the last item of business where the Chairman of the Meeting intends to vote undirected proxies AGAINST the resolution.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain*

STEP 2

Adoption of the Remuneration Report
Re-election of Bin Cai as a director
Re-election of Paul Cholakos as a director
Holding a spill meeting

*CAP PRX501*



* If you mark the Abstain box for a particular Item, 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.

SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED

STEP 3

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

CAP PRX501C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item 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's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

return both forms together.

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, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the 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.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Tuesday, 17 November 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

	ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their 'Holder Identifier' (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
	BY MAIL Carpentaria Exploration Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
	BY FAX +61 2 9287 0309
	BY HAND delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138 * During business hours (Monday to Friday, 9:00am-5:00pm)

Proxy Forms may be lodged using the reply paid envelope or:

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate 'Certificate of Appointment of Corporate Representative' should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

Carpentaria Exploration Limited

A.C.N. 095 117 981

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE

HELD ON 19 November 2015 at The Mayflower Room, Christies Building, 320 Adelaide Street, Brisbane Queensland at 11.00am (Brisbane time)

You are encouraged to attend the meeting but, if you cannot, you are requested to complete and return the enclosed Proxy Form without delay (and no later than 48 hours before the meeting) to Link Market Services Limited at Locked Mail Bag A14, Sydney South New South Wales 1235, Australia, or by facsimile on facsimile number +61 2 9287 0309.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the members of CARPENTARIA EXPLORATION LIMITED ('Carpentaria' or 'the Company') will be held on the date and at the location and time specified below:

DATE: Thursday, 19 November 2015

LOCATION: The Mayflower Room, Christies Building, 320 Adelaide Street, Brisbane Queensland 4000

TIME: 11.00am (Brisbane time)

BUSINESS: The business to be transacted at the Annual General Meeting is the proposal of the Resolutions set out below.

TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE

The Annual General Meeting of Shareholders of Carpentaria Exploration Limited will be held at The Mayflower Room, Christies Building, 320 Adelaide Street, Brisbane Queensland 4000 on Thursday, 19 November 2015 at 11.00am (Brisbane time).

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

Shareholders may attend the Annual General Meeting on the date and at the place set out above and vote in person.

VOTING BY PROXY

Please note that:

a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
a proxy need not be a member of the Company;
a Shareholder may appoint a body corporate or an individual as its proxy;
a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and
a Shareholder 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, but where the proportion or number is not specified, each proxy may exercise half of the total votes.

The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

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

deliver the Proxy Form by post to Link Market Services Limited at Locked Mail Bag A14, Sydney South New South Wales 1235, Australia; or
fax the form to Link Market Services Limited on facsimile number +61 2 9287 0309,

so that it is received not later than 11.00am (Brisbane time) on 17 November 2015. Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Carpentaria Exploration Limited will be held at 11.00am (Brisbane time) on Thursday, 19 November 2015 at The Mayflower Room, Christies Building, 320 Adelaide Street, Brisbane Queensland 4000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting and a glossary of defined terms not defined in full in this Notice. The Explanatory Statement and the enclosed Proxy Form form part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 and 7.11.38 of the Corporations Regulations that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company at 4.00pm (Brisbane time) on Tuesday, 17 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

Financial Statements and Directors' Report

The financial statements, Directors' Report and Auditor's Report for the year ended 30 June 2015 are to be tabled.

RESOLUTIONS
Adoption of Remuneration Report (Non-binding)

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

'That for the purposes of section 250R(2) of the Corporations Act and for all other purposes the remuneration report for the Company for the year ended 30 June 2015 be adopted.'

The vote on this resolution is advisory only and does not bind the directors or the Company.

Voting Prohibition: In accordance with section 250(R) of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1 (as set out above), and either:
the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or
the person is the Chairman and the appointment of the Chairman as proxy:
does not specify the way the proxy is to vote on Resolution 1; and
expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman intends to vote all available proxies IN FAVOUR of Resolution 1.
Re-election of Bin Cai as a director

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

'That Mr Bin Cai, who retires by rotation in accordance with clause 3.6 of the Constitution, and, being eligible, offers himself for election, be re-elected as a director of the Company.'

The Chairman intends to vote all available proxies IN FAVOUR of Resolution 2.
Re-election of Paul Cholakos as a director

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

'That Mr Paul Cholakos, who retires by rotation in accordance with clause 3.6 of the Constitution, and, being eligible, offers himself for election, be re-elected as a director of the Company.'

The Chairman intends to vote all available proxies IN FAVOUR of Resolution 3.

Conditional business
Holding a spill meeting

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

'That, subject to and conditional on at least 25% of the votes cast on Resolution 1 being cast against the adoption of the remuneration report:
A meeting of the Company's members be held within 90 days of the date of the 2015 Annual General Meeting, (the spill meeting);
All the Company's directors who:
were directors of the Company when the resolution to approve the directors' report for the year ended 30 June 2015 was passed; and
are not a managing director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without being re-elected to the office,

cease to hold office immediately before the end of the spill meeting; and
resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting.'

Voting Prohibition: In accordance with section 250(R) of the Corporations Act, a vote on this Resolution 4 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person who is excluded from voting on Resolution 4 (as set out above), and either:

the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 4; or
the person is the Chairman and the appointment of the Chairman as proxy:
does not specify the way the proxy is to vote on Resolution 4; and
expressly authorises the Chairman to exercise the proxy even if Resolution 4 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

PLEASE NOTE:

The Chairman intends to vote all available proxies AGAINST Resolution 4.

An explanation of the proposed Resolutions 1 to 4 is set out in the Explanatory Statement, which forms part of this Notice of Meeting.

BY ORDER OF THE BOARD

Bob Hair

Company Secretary

DATED 19 October 2015

EXPLANATORY STATEMENT TO SHAREHOLDERS

INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Carpentaria in connection with Resolutions to be considered at the Annual General Meeting to be held at The Mayflower Room, Christies Building, 320 Adelaide Street, Brisbane Queensland 4000 on Thursday, 19 November 2015 at 11.00am (Brisbane time).

This Explanatory Statement should be read in conjunction with the accompanying Notice of Annual General Meeting. Please refer to this Explanatory Statement for the glossary of terms.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice of Meeting.

FINANCIAL STATEMENTS AND DIRECTORS' REPORT

The Corporations Act requires the reports of the Directors and of the auditor of the Company and the annual financial report, including the financial statements, to be put before the Meeting. The Corporations Act does not require a vote of Shareholders at the Meeting on the reports or statements. However, Shareholders will be given an opportunity to raise questions on the reports and statements for the year ended 30 June 2015 at the Meeting.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors' Report in the Company's 2015 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

Section 249L(2) of the Corporations Act requires the Company to inform Shareholders that a Resolution on the Remuneration Report will be put at the Meeting. Section 250R(2) of the Corporations Act requires that the Resolution that the Remuneration Report be adopted must be put to the vote. Resolution 1 seeks this approval.

However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is an 'advisory only' Resolution which does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board recognises that the Shareholder vote on Resolution 1 is an indication of Shareholder sentiment and will have regard to the outcome of the vote and any discussion when setting the remuneration practices of the Company.

Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

A voting exclusion statement and restriction where proxy is member of Key Management Personnel

In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of any Key Management Personnel or a Closely Related Party of such a member and either:

the person is appointed by writing that specifies how the proxy is to vote on the proposed resolution; or
the person is the Chairman and the appointment of the Chairman as proxy:
does not specify the way the proxy is to vote on the resolution; and
expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If you appoint as your proxy any other director of the Company, any other of its Key Management Personnel or a Closely Related Party of such a member and you do not direct that person to vote, that person will not vote your proxy on that item of business.

Noting that each Director has a personal interest in their own remuneration from Carpentaria as described in the Remuneration Report, the Directors unanimously recommend that you vote IN FAVOUR of Resolution 1.

The Chairman intends to vote all available proxies IN FAVOUR of Resolution 1.

RESOLUTION 2 AND 3 - RE-ELECTION OF DIRECTORS

Clause 3.6 of the Constitution provides that at the annual general meeting one-third of the directors for the time being, or, if their number is not three nor a multiple of three, then the number nearest one-third, must retire from office. (Clause 3.6 of the Constitution also provides that this does not apply to the Managing Director). Accordingly, Resolutions 2 and 3 seek the re-election of the directors who retire by rotation in accordance with the Constitution, Mr Bin Cai and Mr Paul Cholakos respectively.

In the event that Resolutions 2 and 3 are passed, the Board will consist of Neil Williams (Chairman and non-executive director), Quentin Hill (Managing Director), Bin Cai (non-executive director) and Paul Cholakos (non-executive director).

A profile of each of Bin Cai and Paul Cholakos is provided below.

Mr Bin Cai

Non-Executive director

Appointed a Non-Executive Director in May 2011, Bin is Managing Director of Conglin International Investment Group Pty Ltd, a major shareholder of Carpentaria. With 21 years of experience in resources investment, Bin and the Conglin Group have an outstanding record of successful strategic investments in emerging Australian resources companies. The Conglin Group has longstanding partnerships with major steel producers in China, having developed a successful coking coal and iron ore trading business in the Asian economic powerhouse.

Bin is currently a Director of the ASX listed Orion Metals Limited (ASX:ORM appointed July 2012), and Alternate Director for ASX listed Northern Minerals Limited (ASX:NTU appointed August 2013). Otherwise, he has not been a director of a listed company in the last three years.

Mr Paul Cholakos

Non-Executive director

Paul has over 31 years of resources industry experience, successfully managing complex development projects for leading oil and gas and diversified mining companies. He holds Master of Business Administration and Bachelor of Engineering degrees. Paul currently serves as Executive General Manager, Technical Services of major Australian oil and gas company Oil Search Limited (ASX:OSH).

He is also Chairman of the Carpentaria Remuneration Committee and a Committee Member of the Audit Committee.

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