Chalice Gold Mines : 13/10/2016 - Notice of Annual General Meeting/Proxy Form

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The Annual General Meeting of the Company will be held at the office of Chalice Gold Mines Limited, Level 2, 1292 Hay Street, West Perth, Western Australia, on Monday, 21 November 2016 at 10.00 am (WST)

Page No.

Notice of Annual General Meeting (setting out the proposed resolutions) 4

Explanatory Statement (explaining the proposed resolutions) 8

Glossary 20

Proxy Form

CHALICE GOLD MINES LIMITED NOTICE OF MEETING 2016/1

The Annual General Meeting of the Shareholders of Chalice Gold Mines Limited ("Chalice" or "the Company") to which this Notice of Meeting relates will be held at 10.00 am (WST) on Monday, 21 November 2016 at the office of Chalice Gold Mines Limited, Level 2, 1292 Hay Street, West Perth, Western Australia.

The business of the Annual General Meeting affects your shareholding and your vote is important.

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

All Shareholders who are entitled to attend and vote at the meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a Shareholder. Shareholders holding two or more Shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise. The solicitation of proxies is being made by management of the Company.

To vote by proxy, please complete and sign the proxy form enclosed and either send it:

1. by post to Chalice Gold Mines Limited, GPO Box 2890, Perth, WA, 6001; or

2. by facsimile (within Australia) (08) 9322 5800 and (outside Australia) +61 8 9322 5800,

so that it is received no later than 10.00 am (WST) on Saturday, 19 November 2016, being not less than 48 hours prior to the commencement of the meeting. Proxy forms received later than this time will be invalid. Where the proxy form is executed under power of attorney, the power of attorney must be lodged in the same way as the proxy form.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

1. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

2. if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands;

3. if the proxy is the chairman of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

4. if the proxy is not the chairman - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

1. an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

2. the appointed proxy is not the chairman of the meeting;

3. at the meeting, a poll is duly demanded on the resolution; and

4. either of the following applies:

5. the proxy is not recorded as attending the meeting;

6. the proxy does not vote on the resolution,

7. the chairman of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

   2/ CHALICE GOLD MINES LIMITED NOTICE OF MEETING 2016

   BODIES CORPORATE - CORPORATE REPRESENTATION

   A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the meeting of Shareholders. The appointment may be a standing one.

   VOTING ENTITLEMENTS

   The Board has determined that, for the purpose of voting at the meeting, Shareholders are those persons who are the registered holders of the Company's shares at 4.00pm (WST) on Friday, 18 November 2016. As at 6 October 2016 there were 270,280,802 Shares outstanding. Subject to the disclosure set-out herein, each holder of Shares is entitled to one vote per Share.

   MAJOR SHAREHOLDERS

   To the knowledge of the Company, other than as set out herein, no person beneficially owns, controls or directs directly or indirectly, voting securities carrying 10% or more of the voting rights:

   • Mr Tim Goyder, a director of Chalice, owns approximately 43.8 million Shares, representing 16.22% of the issued and outstanding Shares of the Company; and

   • Franklin Resources Inc. and its affiliates own approximately 31.1 million Shares, representing 11.51% of the issued and outstanding Shares of the Company.

   ENQUIRIES

   The Company welcomes enquiries in respect of matters covered in this Annual Notice of Meeting and Explanatory Statement and the attendance of Shareholders at the General Meeting. Should you require further information please contact:

   The Company Secretary Leanne Stevens

   Phone: (+61 8) 9322 3960

   Fax: (+61 8) 9322 5800

   Email: lstevens@chalicegold.com

   CHALICE GOLD MINES LIMITED NOTICE OF MEETING 2016/3