LINCOLN MINERALS LIMITED

ACN 050 117 023

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY NOTES

PROXY FORM

Date of Meeting

27 November 2015

Time of Meeting

10:30 am (Melbourne time)

Place of Meeting

Lincoln Minerals Registered Office Suite 4, Level 7, 350 Collins Street, Melbourne, Victoria

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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on 03 9600 0782.

LINCOLN MINERALS LIMITED ACN 050 117 023

NOTICE OF 2015 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Lincoln Minerals Ltd ('Company') will be held at the registered office of the Company at Suite 4, Level 7, 350 Collins Street, Melbourne Victoria on Friday 27 November 2015 at 10:30 am (Melbourne time).

Members should refer to the accompanying Explanatory Notes for further information concerning agenda items set out below.

Members are encouraged to exercise their right to fully participate in the Meeting by asking questions on any matters of interest or concern with the Company's operations, irrespective of whether those matters are the subject of an agenda item.

ORDINARY BUSINESS

Financial Report

To receive and consider the Company's Financial Report including the Directors' Declaration for the year ended 30 June 2015 and the accompanying Directors' Report and Auditor's Report. Members who have elected to receive a copy of the Company's Financial Report will find a copy of it enclosed with this Notice.

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

Resolution 1 - Adoption of Remuneration Report

'That the remuneration report that forms part of the Annual Report of the Company for the year ended 30 June 2015 be adopted.'

Voting exclusion: In accordance with the Corporations Act, the Company will disregard any votes cast (in any capacity) on this Resolution by any member of the Key Management Personnel listed in the Remuneration Report and any of their Closely Related Parties (such as close family Members and any controlled companies) unless the vote is cast by:

1. a person as a proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form), or

2. the person chairing the Meeting as a proxy for a person who is entitled to vote and in accordance with an express authority to vote the undirected proxy even though the Resolution is connected directly or indirectly with the remuneration of a Member of the Key Management Personnel.

Resolution 2 - Re-election of Mr Yubo Jin as a Director of the Company

'That Mr Yubo Jin, having retired automatically as a Director in accordance with ASX Listing Rule 14.4 and the Constitution of the Company, being eligible, and having offered himself for re-election, is re-elected as a Director of the Company.'

Resolution 3 - Appointment of Auditor

'That, pursuant to section 327B(1)(b) of the Corporations Act, Grant Thornton be appointed as auditor of the Company, such appointment to take effect from the time at which the resignation of KPMG as auditor takes effect.'

Resolution 4 - Share Placement Facility

'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the approval to issue up to 100,000,000 Shares within 3 months of the date of this Annual General Meeting as set out in the Notice of Meeting and Explanatory Notes.'

Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities and any of their associates, if the Resolution is passed. However, the Company will not disregard any votes on this Resolution if it is cast by:

1. a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form); or

2. the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolution as a Special Resolution:

Resolution 5 - Approval for 10% Additional Placement Capacity

'That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Lincoln Minerals Limited be authorised to have the additional capacity to issue Equity Securities totalling up to 10% of the Shares on issue (at the time of the issue) calculated in accordance with the formula prescribed in Rule 7.1A.2 and on the terms described in the Explanatory Notes.'

Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities and any of their associates, if the Resolution is passed. However, the Company will not disregard any votes on this Resolution if it is cast by:

1. a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form); or

2. the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

Jaroslaw (Jarek) Kopias Company Secretary Adelaide, 26 October 2015

RESOLUTION 1 - CHAIRMAN'S VOTING INTENTION

In completing the attached Proxy Form, Members must be aware that where the Chairman of the Meeting is appointed as their proxy in respect of Resolution 1, that the Chairman will exercise the Member's proxy even though:

• Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

• the Chairman of the Meeting is a member of the Key Management Personnel, details of whose remuneration is included in the Remuneration Report.

and you will have directed the Chairman of the Meeting to exercise the relevant Shareholders' votes in accordance with the Chairman's stated voting intention set out in the Explanatory Notes even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel (except where the Member has indicated a different voting intention on the Proxy Form in respect of Resolution 1). You can appoint the Chairman as your proxy with a direction to cast your vote 'For', 'Against' or abstain on Resolution 1, even if this is contraty to the Chairman's stated voting intention.

PROXIES AND CORPORATE REPRESENTATIVES

A Member who is entitled to vote at this Meeting may appoint a proxy who need not be a Member of the Company. For the convenience of Members a Proxy Form is enclosed. A Member who is entitled to cast more than one vote may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In order to be valid the Proxy Form must be received by the Company at the address or facsimile number specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Annual General Meeting (i.e., by no later than 10:30am Melbourne time on Wednesday 25 November 2015):

Lincoln Minerals Limited

c/- Computershare Investor Services Pty Ltd GPO Box 242

MELBOURNE, VIC 3001

or facsimile: +61 3 9473 2555 or 1800 783 447

For Intermediary Online subscribers only (custodians), cast the Shareholder's vote online by visiting www.intermediaryonline.com.

A Member who is a body corporate may appoint an individual as a representative to exercise all or any of the rights and privileges the body corporate may exercise at the Annual General Meeting pursuant to section 250D of the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting.

DETERMINATION OF ENTITLEMENT TO ATTEND AND VOTE

For the purpose of the Corporations Act, the Company has determined that all Shares of the Company that are quoted Shares at 7.00pm Melbourne time on Wednesday 25 November 2015 will be taken, for the purpose of the Annual General Meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the Annual General Meeting on 27 November 2015.

QUESTIONS AND COMMENTS BY MEMBERS

In accordance with the Corporations Act, the Chairman of the Annual General Meeting will allow a reasonable opportunity for Members at the Meeting to ask questions about, or make comments on, the management of the Company.

Similarly, the Chairman will allow a reasonable opportunity for Members at the Meeting to ask questions of a representative of the Company's Auditor, KPMG, relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the Financial Statements and the independence of the Auditor in relation to the conduct of the audit.

Pursuant to the Corporations Act, Members may submit written questions to the Company's Auditor relevant to the content of the Auditor's report or the conduct of the audit of the annual financial report. If a Member wishes to submit such a question, please submit it to the Company no later than 5.00pm Melbourne time on 19 November 2015.

The Chairman of the Annual General Meeting will allow a reasonable opportunity at the Annual General Meeting for a representative of the Company's Auditor to answer any written questions submitted in accordance with the above procedure. If the Company's Auditor has prepared written answers to written questions, the Chairman may allow these to be tabled at the Meeting and such written answers will be available to Members as soon as practicable after the Meeting.