WOLF MINERALS LIMITED ACN 121 831 472‌‌‌‌‌

NOTICE OF GENERAL MEETING

TIME: 9:00 a.m. (WST)

DATE: Friday, 22 April 2016

PLACE: The Celtic Club 48 Ord Street West Perth

Western Australia 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Independent Expert has formed the opinion that the transaction subject to Resolution 1 is NOT FAIR, BUT REASONABLE to the non-associated shareholders of Wolf.

Wolf's directors (other than Mr Chris Corbett, who has abstained given his role as an employee of Resource Capital Funds Management Pty Ltd, a wholly owned subsidiary of RCF Management L.L.C., which has management agreements with RCF V and RCF VI) recommend that eligible shareholders vote IN FAVOUR of Resolution 1.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Joint Company Secretaries, Mr Richard Lucas and Ms Pauline Carr, on +61 8 6364 3776.

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Dear Shareholders,

As you will be aware, along with most commodity markets the tungsten market is currently experiencing low demand, though it remains sound in some locations such as Japan and Europe. The tungsten price is currently about 50% lower than when the Company commenced construction of Drakelands in March 2014.

Accordingly, to strengthen the Company's balance sheet during this period of low commodity prices, the Company required further funding support for the ramp up at Drakelands and to facilitate the Company's debt repayments.

As set out in Wolf's ASX announcement on 29 January 2016, the Company entered into a Standby Subscription Facility with Resource Capital Fund VI L.P. (RCF VI) pursuant to which RCF VI has agreed (subject to shareholder and other approvals) to provide Wolf with funding support of up to £25 million (approximately A$51 million1) by subscribing or procuring the subscription for Wolf shares at

any time for a six month period from the satisfaction of the conditions precedent.

Resource Capital Fund V L.P. (RCF V) (which is associated with RCF VI) currently holds 41.70% of the issued capital in the Company. Wolf recognises the ongoing support of RCF V, however given the size of the associated shareholding, the Company is required to obtain the prior approval of its shareholders before issuing further shares to RCF VI or its affiliate pursuant to the Standby Subscription Facility.

You will note the Independent Expert's Report annexed to this Notice of Meeting, which sets out the opinion of the independent expert that the proposed transaction is NOT FAIR BUT REASONABLE to Wolf shareholders.

I would encourage you to read this Notice of Meeting, Explanatory Memorandum and the Independent Expert's Report in their entirety before voting on the transaction.

On behalf of the Board (apart from Chris Corbett, who has abstained from making a recommendation due to his relationship with RCF V and RCF VI), I recommend that you vote in favour of the transaction and look forward to your ongoing support and investment at this exciting stage in the Company's development.

Yours faithfully

John Hopkins OAM

Chairman

Wolf Minerals Limited

1 Based on the exchange rate of 2.02 AUD/GBP as at 28 January 2016.

CONTENTS

Business of the Meeting (setting out the proposed Resolution) 4

Explanatory Statement (explaining the proposed Resolution) 5

Glossary 14

Independent Expert's Report Enclosed

Proxy Form Attached

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 9:00 a.m. (WST) on Friday, 22 April 2016 at: The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00 p.m. (WST) on Wednesday, 20 April 2016.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

  
  

• the proxy need not be a Shareholder of the Company; and

  
  

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

  
  

  Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

  
  

• if proxy holders vote, they must cast all directed proxies as directed; and

Wolf Minerals Limited - Notice of Meeting: General Meeting 22 April 2016 2