THOR MINING PLC‌

Registered Number 05276414 (United Kingdom) ARBN 121 117 673 (Australia)

NOTICE OF GENERAL MEETING

Date of Meeting: Thursday 23 June 2016 Time of Meeting: 9 am London time Venue: Grant Thornton UK LLP

30 Finsbury Square London EC2P 2YU

This Notice of General Meeting and accompanying Explanatory Memorandum and Proxy Form or CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Thor Mining plc 3rd Floor

55 Gower Street London WC1E 6HQ UNITED KINGDOM

3 June 2016

Dear Shareholder

Notice of General Meeting

On 17 May 2016 the Company announced the placement of a total of 1,200,000,000 Shares with 1,200,000,000 Warrants attached, to placees identified by SI Capital Ltd, to raise a total of £300,000 before expenses (the "Placement"). On 1 June 2016 the Company issued and allotted the first tranche of those securities, comprising 336,000,000 Shares with 336,000,000 Warrants ("Tranche 1 Securities"). The issue and allotment of the remaining 864,000,000 Shares and 864,000,000 Warrants ("Tranche 2 Securities") is subject to obtaining Shareholder approval for the purposes, inter alia, of ASX Listing Rule 7.1.

Resolutions 1 and 2 provide the directors with the necessary authorities to issue equity securities and dis- apply pre-emption rights up to an aggregate nominal amount of £400,000. Resolutions 3 and 4 are sought for the purposes of the ASX listing rules for the issue of Warrants and/or Shares. Further information is provided in the explanatory notes to the notice.

The directors of Thor believe that these proposals are in the best interest of the Company and recommend that shareholders vote in favour of the Resolutions at the General Meeting, as they intend to do in respect of their own holdings of 553,118,118 Shares representing 11.4 per cent of the Company's issued share capital.

Yours faithfully

Michael Billing Executive Chairman

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Thor Mining PLC will be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, United Kingdom on 23 June 2016 at 9 am (London time) for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions in the cases of Resolutions 1, 3, and 4, and as a special resolution in the case of Resolution 2.

AGENDA

SPECIAL BUSINESS ORDINARY RESOLUTION

1. That in substitution for all existing and unexercised authorities, the directors of the Company be and they are hereby generally and unconditionally authorised for the purpose of section 551 of the the Act to exercise all or any of the powers of the Company to allot Relevant Securities (as defined in this Resolution) up to a maximum nominal amount of £400,000 provided that this authority shall, unless previously revoked or varied by the Company in General Meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or on the anniversary of the General Meeting being convened by this Notice, unless renewed or extended prior to such time except that the directors of the Company may before the expiry of such period make an offer or agreement which would or might require Relevant Securities to be allotted after the expiry of such period and the directors of the Company may allot Relevant Securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. In this Resolution, "Relevant Securities" means any shares in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, Shares but does not include the allotment of Shares or the grant of a right to subscribe for Shares in pursuance of an employee's share scheme or the allotment of Shares pursuant to any right to subscribe for, or to convert any security into, Shares.

   SPECIAL RESOLUTION

2. That in substitution for all existing and unexercised authorities and subject to the passing of the preceding Resolution, the directors of the Company be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred upon them by the preceding Resolution as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution, unless previously revoked or varied by special resolution of the Company in General Meeting, shall be limited to:

3. the allotment of Shares arising from the exercise of options and warrants outstanding at the date of this Resolution;

4. the allotment of equity securities in connection with a rights issue in favour of Shareholders where the equity securities respectively attributable to the interest of all such Shareholders are proportionate (as nearly as may be) to the respective numbers of the Shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

5. the allotment of 864,000,000 Shares and 864,000,000 Warrants pursuant to the Placement; and

6. the allotment (otherwise than pursuant to sub-paragraphs (a) (b) and (c) above) of equity securities up to an aggregate nominal amount of £227,200;

   and shall expire on the earlier of the date of the next Annual General Meeting of the Company or on the anniversary of the General Meeting being convened by this Notice save that the Company may before such expiry make an offer or agreement which would or might require equity

   securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

   ORDINARY RESOLUTIONS

7. That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company on 1 June 2016 of 336,000,000 Shares together with 336,000,000 attached Warrants to placees identified by SI Capital Ltd, and otherwise on the terms and conditions detailed in the explanatory notes to this Notice of General Meeting, is approved.

   Voting Exclusion: the Company will disregard any votes cast on this Resolution by any of the allottees of the Shares that are the subject of this Resolution and any associate of such person. However, the Company will not disregard a vote if:

8. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

9. it is cast by the person chairing the General 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.

10. That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment by the Company of 864,000,000 Shares together with 864,000,000 attached Warrants to placees identified by SI Capital Ltd, and otherwise on the terms and conditions detailed in the explanatory notes to this Notice of General Meeting, is approved.

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

12. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

13. it is cast by the person chairing the General 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.

Proxy Form

If you are a registered holder of Shares whether or not you are able to attend the meeting, you may use the enclosed form of proxy to appoint one or more persons to attend and vote on poll on your behalf. A proxy need not be a member of the Company.

A form of proxy is provided and may be sent to:

Computershare Investor Services PLC, The Pavilions,

Bridgwater Road, Bristol BS99 6ZY

Shareholder help line telephone is available at 0370 707 1343