RIMFIRE PACIFIC MINING NL ABN 59 006 911 744

NOTICE OF ANNUAL GENERAL MEETING

And EXPLANATORY MEMORANDUM

Date of Meeting Friday 27th November 2015

Time of Meeting 10:00 am

Place of Meeting ShineWing Australia Level 10

530 Collins Street

Melbourne VIC 3000

This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

RIMFIRE PACIFIC MINING NL ABN 59 006 911 744

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Rimfire Pacific Mining NL ('Company') will be held at ShineWing Australia, Level 10, 530 Collins Street, Melbourne Vic 3000, on 27 November 2015 at 10:00 am (Melbourne time).

The Explanatory Memorandum which accompanies and forms part of this 'Notice of Annual General Meeting'

describes the various matters to be considered at the annual general meeting.

AGENDA

Ordinary Business

Item 1 - FINANCIAL STATEMENTS AND REPORTS

'To receive and consider the Company's annual report comprising the Directors' Report, Auditor's Report and Financial Statements for the year ended 30 June 2015.'

The electronic version of the annual report can be found at:

• Rimfire Pacific Mining NL website - http://www.rimfire.com.au/asx_announcements.htm 2015 Annual Report;

• ASX website - http://www.asx.com.au/asx/research/companyInfo.do?by=asxCode&asxCode=RIM.

  
  

  To consider and if thought fit, pass the following resolutions, with or without amendment, as ordinary resolutions of the Company:

  
  

  Item 2 - Resolution 1: REMUNERATION REPORT

  
  

  'To adopt the Remuneration Report for the Year ended 30 June 2015.'

  
  

  Short explanation

  
  

  The Corporations Act 2001 requires listed companies to put to shareholders at the AGM a non-binding resolution concerning the Remuneration Report which is contained in the Directors' Report section of the Annual Report.

  
  

  Shareholders will be given an opportunity to ask questions concerning the Remuneration Report at the AGM. As stated, the resolution is non-binding.

  
  

  Voting Exclusion Statement

  
  

  In accordance with the ASX guidelines for resolutions pertaining to the Remuneration Report, the Company will disregard any votes cast on this resolution by Key Management Personnel (KMP) and closely related parties to KMP. All Executive and Non-Executive Directors are considered KMP for the purposes of this resolution.

  
  

  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 KMP or 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. The Chairman may vote on this resolution, as a proxy for a person who is entitled to vote on this resolution, whether or not the shareholder voting form directs how the proxy is to vote, provided the shareholder voting form expressly authorises the Chairman to exercise the proxy (even though the resolution is connected with the remuneration of the KMP of the Company, including the Chairman).

  Item 3 - Resolution 2: RE-ELECTION OF DIRECTOR GRAHAM BILLINGHURST

  
  

  'That Mr Graham Billinghurst, who retires by rotation in accordance with Clause 13.2 of the Company's constitution, and being eligible offers himself for re-election, be re-elected as a Director.'

  
  

  Item 4 - Resolution 3: RE-ELECTION OF DIRECTOR THOMAS BURROWES

  
  

  'That Mr Thomas Burrowes, who retires by rotation in accordance with Clause 13.2 of the Company's constitution, and being eligible offers himself for re-election, be re-elected as a Director.'

  
  

  Short explanation - Resolutions 2 and 3

  
  

  The Company's Constitution requires one third of the Directors (other than the Managing Director) to retire at each Annual General Meeting, being the Directors longest in office at the date of the Annual General Meeting.

  
  

  Mr Billinghurst and Mr Burrowes must therefore retire and have offered themselves for re-election. The details of all Directors are set out in the Directors' Report section of the Annual Report.

  
  

  Contingent Business

  
  

  Item 5 - Resolution 4: TO HOLD A BOARD SPILL MEETING

  
  

  'If required, 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 at Item 2 being cast against the adoption of the Remuneration Report:

  
  

• an extraordinary general meeting of the Company (the Spill Meeting) be held within 90 days of the passing of this resolution;

  
  

• all of the Non-Executive Directors in office when the Board resolution to make the Directors' Report for the financial year ended 30 June 2015 was passed (being John Gillett, Graham Billinghurst, Thomas Burrowes and Ramona Enconniere) and who remain in office at the time of the Spill Meeting, 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 of shareholders at the Spill Meeting.'




Short explanation - Resolution 4




This is Contingent Business and the resolution will only be put to the AGM if at least 25% of the votes cast on the resolution to adopt the Remuneration Report (Resolution 1) are cast against it. If less than 25% of the votes cast are against adopting the Remuneration Report, then there will be no 'second strike' and Item 5 will not be put to the AGM. If put, the spill resolution will be considered as an ordinary resolution.




If this resolution is passed and becomes effective, a special meeting of shareholders known as a Spill Meeting must be held within 90 days. The following Non-Executive Directors will cease to hold office at the end of the Spill Meeting unless they are re-elected at the Spill Meeting:




• John Gillett

• Graham Billinghurst

• Thomas Burrowes

• Ramona Enconniere

Even if elected at the AGM, Graham Billinghurst and Thomas Burrowes will need to be re-elected at the Spill Meeting in order to remain in office.

If this resolution is put, the Directors recommend that you vote AGAINST this resolution. This means that if you are completing a proxy, you should mark the 'AGAINST' box.

Voting Exclusion Statement

In accordance with the ASX guidelines for resolutions pertaining to the Remuneration Report, the Company will disregard any votes cast on this resolution by Key Management Personnel (KMP) and closely related parties to KMP. All Executive and Non-Executive Directors are considered KMP for the purposes of this resolution.

However, the Company need not disregard a vote if:

1. 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

   
   

2. it is cast by KMP or 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. The Chairman may vote on this resolution, as a proxy for a person who is entitled to vote on this resolution, whether or not the shareholder voting form directs how the proxy is to vote, provided the shareholder voting form expressly authorises the Chairman to exercise the proxy (even though the resolution is connected with the remuneration of the KMP of the Company, including the Chairman).

BY ORDER OF THE BOARD

Graham Billinghurst Company Secretary DATED: 26th October 2015