TROY RESOURCES LIMITED‌‌

ABN 33 006 243 750

NOTICE OF GENERAL MEETING OF

SHAREHOLDERS

Date of Meeting 28 January 2016 Time of Meeting 9.30am (Perth time)‌

Place of Meeting The Celtic Club 48 Ord Street

West Perth WA 6005

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

TROY RESOURCES LIMITED ABN 33 006 243 750

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Troy Resources Limited ABN 33 006 243 750 (Company) will be held at 9.30am (Perth time) on Thursday, 28 January 2016 at The Celtic Club, 48 Ord Street, West Perth WA 6005 for the purpose of transacting the following business referred to in this Notice of General Meeting.

AGENDA

ITEMS OF BUSINESS

1. Resolution 1 - Ratification of the issue of Placement Shares (Tranche 1)

   To consider and, if thought fit, pass the following as an

   ordinary resolution:

   "That pursuant to and in accordance with Listing Rule 7.4, and for all other purposes, Shareholders approve the issue of 42,812,091 Shares (Tranche 1) at an issue price of $0.20 per Share on the terms and conditions set out in the Explanatory Memorandum."

2. Resolution 2 - Approval of the issue of Placement Shares (Tranche 2)

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

   ordinary resolution:

   "That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 7,187,909 Shares (Tranche 2) at an issue price of $0.20 per Share on the terms and conditions set out in the Explanatory Memorandum."

3. Resolution 3 - Participation of Director in Placement of Shares - Mr David Dix

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

   ordinary resolution:

   "That, subject to Resolution 2 being passed, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, members of the Company approve and authorise the Directors to issue up to 1,000,000 Shares at an issue price of $0.20 per Share in the Company to Director, Mr David Dix or his nominee pursuant to the Placement, on the terms and conditions set out in the Explanatory Memorandum."

4. Resolution 4 - Participation of Director in Placement of Shares - Mr Fred Grimwade

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

   ordinary resolution:

   "That, subject to Resolution 2 being passed, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, members of the Company approve and authorise the Directors to issue up to 1,000,000 Shares at an issue price of $0.20 per Share in the Company to Director, Mr Fred Grimwade or his nominee pursuant to the Placement, on the terms and conditions set out in the Explanatory Memorandum."

5. Resolution 5 - Participation of Director in Placement of Shares - Mr John Jones

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

   ordinary resolution:

   "That, subject to Resolution 2 being passed, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, members of the Company approve and authorise the Directors to issue up to 250,000 Shares at an issue price of $0.20 per Share in the Company to Director, Mr John Jones or his nominee pursuant to the Placement, on the terms and conditions set out in the Explanatory Memorandum."

6. Resolution 6 - Participation of Director in Placement of Shares - Mr Ken Nilsson

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

   ordinary resolution:

   "That, subject to Resolution 2 being passed, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, members of the Company approve and authorise the Directors to issue up to 250,000 Shares at an issue price of $0.20 per Share in the Company to Director, Mr Ken Nilsson or his nominee pursuant to the Placement, on the terms and conditions set out in the Explanatory Memorandum."

7. Resolution 7 - Participation of Director in Placement of Shares - Mr Martin Purvis

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

ordinary resolution:

"That, subject to Resolution 2 being passed, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, members of the Company approve and authorise the Directors to issue up to 250,000 Shares at an issue price of $0.20 per Share in the Company to Director, Mr Martin Purvis or his nominee pursuant to the Placement, on the terms and conditions set out in the Explanatory Memorandum."

9. Resolution 8 - Ratification of Issue of Landowner Shares

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

ordinary resolution:

"That pursuant to and in accordance with Listing Rule 7.4, and for all other purposes, Shareholders approve the issue of 702,371 Shares (Baksh Shares) to Azeem Baksh on the terms and conditions set out in the Explanatory Memorandum."

OTHER BUSINESS

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

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

Ms Stacey Apostolou Company Secretary Dated: 21 December 2015

2

Voting Exclusion Statements:

Resolution 1 - Ratification of Issue of Placement Shares (Tranche 1)

The Company will disregard any votes cast on Resolution

1 by those persons who participated in the Placement (Tranche 1) and any Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 - Approval of Issue of Placement Shares (Tranche 2)

The Company will disregard any votes cast on Resolution 2 by those persons who may participate in or might obtain a benefit in the Placement (Tranche 2), except a benefit solely in the capacity of a holder of Shares, and any Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolutions 3, 4, 5, 6 and 7 - Participation of a Director in Placement of Shares - Messrs Dix, Grimwade, Jones, Nilsson and Purvis

The Company will disregard any votes cast on Resolutions 3, 4, 5, 6 and 7 by the relevant Director and any Associate of the relevant Director to which the Resolution relates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 8 - Ratification of Issue of Baksh Shares

The Company will disregard any votes cast on Resolution 8 by Azeem Baksh and any Associate of Azeem Baksh. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

How to vote

Shareholders can vote by either:

• 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; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice; or

• submitting their proxy appointment and voting instructions online at www.investorvote.com.au, by post using the pre-addressed envelope provided with this Notice, or by facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

  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 their attendance recorded. To be effective, an original or certified copy of the power of attorney under which they have been authorised to attend

  and vote at the Meeting must be received by the Company in the same manner, and by the same time, as outlined for proxy forms below.

  Voting by a Corporation

  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.

  Voting by proxy

• A Shareholder entitled to attend and vote 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 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.

• Should any resolution, other than those specified in this Notice, be 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 Chairman 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 Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman 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, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

• To be effective, proxies must be lodged by 9:30 am (Perth time) on Tuesday, 26 January 2016. Proxies lodged after this time will be invalid.

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

  • By Mail:

    Computershare Investor Services Pty Limited, GPO Box 242

    Melbourne VIC 3001

  • By Fax:

    1800 783 447 (within Australia)

    +61 3 9473 2555 (outside Australia)

  • By hand:

    Computershare Investor Services Pty Limited Level 11

    172 St Georges Terrace Perth WA 6000

  • Custodians:

    For Intermediary Online subscribers only (custodians) please visit: www.intermediaryonline.com

    to submit your voting intention.

  • Online:

www.investorvote.com.au or scanning the QR Code on the front of your proxy form.

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 9.30am (Perth time) on Tuesday, 26 January 2016. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5.00 pm (Perth time) on 26 January 2016.