QUANTUM RESOURCES LIMITED ABN 84 006 690 348

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Quantum Resources Limited (the "Company") will be held at
Pullman Albert Park, 65 Queens Road, Melbourne, Victoria 3004, Australia, on Thursday 27 November 2014, commencing at
9.30 am for the following purposes:

ORDINARY RESOLUTIONS

1. Financial Statements and Reports

AGENDA ORDINARY BUSINESS

To receive and consider the Financial Statements of the Company and the Reports of the Directors and of the
Auditor for the financial year ended 30 June 2014.

2. Election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Peter Lee who holds office until the close of the meeting in accordance with clause 17.1 of the
Company's Constitution, and, being eligible, be re-elected as a director of the Company."

3. Election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Mordechai Gutnick who holds office until the close of the meeting in accordance with clause 16.1 of the
Company's Constitution, and, being eligible, be re-elected as a director of the Company

NON-BINDING ORDINARY RESOLUTION

4. Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That the Remuneration Report of the Company (which forms part of the Directors' Report) for the financial year
ended 30 June 2014 be adopted."

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

By Order of the Board and dated this 21st day of October 2014.

PETER LEE
Company Secretary

2014 ANNUAL REPORT

A copy of the 2014 Annual Report is available on our website at http://www.qur.com.au/www.qur.com.au

Page 1

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on Resolution 3 by (a) key management personnel of the Company; and (b)
closely related parties of the key management personnel.
The key management personnel (KMP) of the Company are set out in the Remuneration Report. However, the Company need not disregard a vote on Resolution 3 if:
(a) it is cast by a person other than a person who is a key management person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
(b) it is cast by a person who is a key management person as a proxy for a person who is entitled to vote and the proxy is a directed proxy (that is, the proxy specifies how the proxy is to vote on the proposed resolution); or
(c) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, the chair has been given an open proxy and the proxy appointment expressly authorises the chair to exercise the proxy vote even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP. For the purpose of this resolution, if the chair is appointed as set out in this clause and you do not complete any of the boxes on the proxy form opposite resolution 3, you will be directing the chairman to vote in favour of resolution 3.

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

1. A Member entitled to attend and vote at the aforementioned meeting is entitled to appoint not more than two other persons as his/her proxy or proxies to attend and vote, in certain circumstances, instead of the Member at the meeting.
2. If a Member appoints one proxy, that proxy may vote on a show of hands.
3. If a Member appoints two proxies neither may vote on a show of hands. However, if you appoint two proxies to represent you at the Meeting, you must show in the space provided either the percentage of your Shareholding or the number of votes (you are entitled to one vote for each Share you own upon a poll being declared) those proxies are to represent. If you do not complete this section then each proxy may, on a poll, vote half of your Shareholding. A separate proxy form must be submitted for each proxy you appoint.
4. A proxy need not be a Member of the Company.
5. If you appoint a proxy to represent you and vote on your behalf at the Meeting and that person is also a Member or has already been appointed as a proxy for another Member, your vote may not be counted on a show of hands. This is because, on a show of hands, your proxy's vote is only counted once irrespective of the number of Members that that person represents. However, if a poll is taken and your proxy votes, your vote will be counted in full in reaching a decision.
6. The Proxy Form together with the Power of Attorney (if any) or a certified copy of the Power of Attorney (if any) under which it is signed must be lodged at either Level 12, 680 George Street, Sydney, NSW 2000, mailed to Locked Bag A14, Sydney South, NSW 1235 or the Registered Office of the Company or by being sent by fax to (+61) 02
9287 0309, not less than forty-eight (48) hours before the time of the commencement of the meeting.
7. Signing Proxies
(i) Joint Holding - All holders must sign.
(ii) Shares in Company Names - Companies must execute this form in the way provided by Law. (iii) Individual - Must be signed by the Member or their attorney.
8. For the purpose of the Meeting, Shares will be taken to be held by the persons who are registered holders at 7pm,
on 25 November 2014. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

COMPANY REPRESENTATIVE

If Shares are held in a company name and it is intended that a representative of the company attend the Meeting rather than lodge a proxy prior to the Meeting, the person attending the Meeting must present authority from the company director/s signed in the way provided by law.

Page 2

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Statement provides shareholders of the Company with information in respect of the resolutions to be considered at the Annual General Meeting of the Company to be held at Pullman Albert Park, 65 Queens Road, Melbourne
3004 on 27 November 2014 at 9.30 am. Shareholders should carefully review this Explanatory Statement and the associated
Notice of General Meeting (Notice) to which this Explanatory Statement is attached.

If you have difficulty in properly understanding this documentation, you should consult your financial or legal adviser.

1. RECEIVE AND CONSIDER THE REPORTS FOR THE YEAR ENDED 30 JUNE 2014

This item is intended to provide an opportunity for Shareholders to raise questions on the reports themselves and on the performance of the Company generally.
The Company's Annual Report 2014 has been made available to Shareholders. There will be an opportunity for Shareholders at the meeting to comment on and ask questions about the Company's management, operations, financial position, business strategies and prospects.

2. RE-ELECTION OF DIRECTOR

Article 17.1 of the Company's Constitution requires that one-third of the Directors (excluding the Managing Director) must retire by rotation at the conclusion of the annual general meeting of the Company. Accordingly, Mr Peter Lee retires and being eligible offers himself for re-election.
A profile about Mr Lee follows: Mr Peter Lee
Mr Lee has over 30 years commercial experience and is currently Chief Financial Officer and Company Secretary of
several listed public companies in Australia and North America. He is a Director, Chief Financial Officer and Secretary of Golden River Resources Corp, a Delaware corporation, Secretary of Aurum, Inc; Chief Financial Officer and Secretary of Northern Capital Resources Corp, Great Central Resources Corp and Consolidated Gems, Inc., all US corporations, Chief Financial Officer and Company Secretary of Merlin Diamonds Limited, a Director, Chief Financial Officer and Company Secretary of Top End Minerals Limited, all listed on Australian Securities Exchange, and was a Director of Acadian Mining Corporation which was listed on TSX-V, until October 2013. Mr Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow of Governance Institute of Australia Ltd., a Member of the Australian Institute of Company Directors and holds a Bachelor of Business (Accounting) from Royal Melbourne Institute of Technology. Age 57.
The Board of Directors supports the nomination of Mr Lee.

3. RE-ELECTION OF DIRECTOR

Article 16.4 of the Company's Constitution requires that a director appointed during a year to fill a casual vacancy retire at the next annual general meeting following their appointment and may seek re-appointment. Accordingly, Mr Mordechai Gutnick retires and being eligible offers himself for re-election.
A profile about Mr Gutnick follows: Mr Mordechai Gutnick
Mr Gutnick was appointed a Director of the Company on 29 September 2014. Mr Gutnick has more than 10 year's
experience in the mining and exploration industry. Age 36.
The Board of Directors supports the nomination of. Mr Gutnick.

4. ADOPT THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2014

There will be an opportunity for Shareholders at the meeting to comment on and ask questions about the
Remuneration Report which is contained in the Company's Annual Report 2014.
The vote on the proposed resolution in agenda Item 3 is advisory only and will not bind the Directors or the Company, however, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.
The Remuneration Report is set out in the Director's Report of the Company's Annual Report 2014. The Report explains the Board's policies in relation to the nature and level of remuneration paid to Directors and key management personnel within the Company; discusses the link between the Board's policies and the Company's performance; and sets out remuneration details for each Director and for each member of the Company's senior executive management team.
By Order of the Board and dated this 21st day of October 2014

PETER LEE

Company Secretary

Page 3