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CONTENTS

NOTICE OF GENERAL MEETING 1

AGENDA 1

1. RESOLUTION 1 - REMOVAL OF DIRECTOR - MR GAVIN FLETCHER 1

2. RESOLUTION 2 - REMOVAL OF DIRECTOR - MR JOHN BLANNING 1

3. RESOLUTION 3 - ELECTION OF DIRECTOR - MR GEORGE SAKALIDIS 1

4. RESOLUTION 4 - ELECTION OF DIRECTOR - MR JULIEN SANDERSON 2

EXPLANATORY MEMORANDUM 3

1. INTRODUCTION 3

2. ACTION TO BE TAKEN BY SHAREHOLDERS 3

3. Proxies 3

4. MEETING BACKGROUND 3

5. RESOLUTION 1 - REMOVAL OF DIRECTOR - MR GAVIN FLETCHER 4

6. Mr Gavin Fletcher - Managing Director 4

7. Company recommendation 5

8. RESOLUTION 2 - REMOVAL OF DIRECTOR - MR JOHN BLANNING 5

9. Mr John Blanning - Non-Executive Director 5

10. Company recommendation 6

11. RESOLUTION 3 - ELECTION OF DIRECTOR - MR GEORGE SAKALIDIS 6

12. Mr George Sakalidis 6

13. Company recommendation 7

14. RESOLUTION 4 - ELECTION OF DIRECTOR - MR JULIEN SANDERSON 7

15. Mr Julien Sanderson 7

16. Company recommendation 7

17. DIRECTORS' STATEMENTS 7

18. STATEMENTS FROM THE REQUISITIONING SHAREHOLDERS 8

19. COMPANY'S RESPONSE TO SECTION 249P NOTICE 8

20. STATEMENT BY MR ERIC LIM 11

SCHEDULE 1: DEFINITIONS 13

SCHEDULE 2: STATEMENT BY MR GAVIN FLETCHER 14

SCHEDULE 3: STATEMENT BY MR JOHN BLANNING 16

SCHEDULE 4: STATEMENT OF REQUISITIONING SHAREHOLDERS PURSUANT TO SECTION 249P OF THE CORPORATIONS ACT 18







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MAGNETIC RESOURCES NL ACN 121 370 232




NOTICE OF GENERAL MEETING




Notice is hereby given that a general meeting of shareholders of Magnetic Resources NL ("Company") will be held at the offices of Capital Partners at Ground Floor, 22 Delhi Street, West Perth, Western Australia 10:30am (WST) on Friday 29th January 2016 ("Meeting").




The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.




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 as Shareholders on 5pm (WST) on Wednesday 27th January 2016.




Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.







AGENDA




1. RESOLUTION 1 - REMOVAL OF DIRECTOR - MR GAVIN FLETCHER

   
   

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

   
   

   "That pursuant to section 203D of the Corporations Act 2001 (Cth), Mr Gavin Fletcher be removed as a director of Magnetic Resources NL with effect from the end of the general meeting of Magnetic Resources NL at which this resolution is passed."

   
   

2. RESOLUTION 2 - REMOVAL OF DIRECTOR - MR JOHN BLANNING

   
   

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

   
   

   "That pursuant to section 203D of the Corporations Act 2001 (Cth), Mr John Blanning be removed as a director of Magnetic Resources NL with effect from the end of the general meeting of Magnetic Resources NL at which this resolution is passed."

   
   

3. RESOLUTION 3 - ELECTION OF DIRECTOR - MR GEORGE SAKALIDIS

   
   

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

   
   

   "That, Mr George Sakalidis, having consented to act, be appointed as a director of Magnetic Resources NL with effect from the end of the general meeting of Magnetic Resources NL at which this resolution is passed."

4. RESOLUTION 4 - ELECTION OF DIRECTOR - MR JULIEN SANDERSON




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




"That, Mr Julien Sanderson, having consented to act, be appointed as a director of Magnetic Resources NL with effect from the end of the general meeting of Magnetic Resources NL at which this resolution is passed."




Dated: 18 December 2015 By order of the Board




Mr Ben Donovan Company Secretary