Chalice Gold Mines : Notice of General Meeting/Proxy Form

75c1a60a-7169-4cd7-b3ff-8a9c66a28995.pdf CHALICE GOLD MINES LIMITED A B N 4 7 1 1 6 6 4 8 9 5 6 NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

The General Meeting of the Company will be held at Level 2, 1292 Hay Street, West Perth, Western Australia on Thursday, 9 June 2016 at 10.00am (WST).

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 (+61 8) 9322 3960. CONTENTS

Page No.

Notice of General Meeting (setting out the proposed resolution) 3

Explanatory Statement (explaining the proposed resolution) 4

Glossary 8

Schedule 1 9

Proxy Form 11

Appointment of Corporate Representative 13

TIME AND PLACE OF MEETING AND HOW TO VOTE TIME AND PLACE OF MEETING

The General Meeting of the Shareholders of Chalice Gold Mines Limited (Chalice) to which this Notice of Meeting relates will

be held at 10.00 am (WST) on Thursday, 9 June 2016 at Level 2, 1292 Hay Street, West Perth, Western Australia.

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

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.

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

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

2. by facsimile to the Company on + 61 8 9322 5800,

   so that it is received no later than 10.00 am (WST) on Tuesday, 7 June 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.

   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.

   Any corporate Shareholder who has appointed a person to act as its corporate representative at the General Meeting should provide that person with a certificate or letter executed in accordance with section 250D of the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

   An Appointment of Corporate Representative is enclosed with this Notice of Meeting.

   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 5.00pm (WST) on Tuesday, 7 June 2016.

   ENQUIRIES

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

   Leanne Stevens

   Company Secretary

   Phone: (+61 8) 9322 3960

   Fax: (+61 8) 9322 5800

   Email: lstevens@chalicegold.com

   NOTICE OF GENERAL MEETING NOTICE IS GIVEN that a general meeting (Meeting) of the shareholders of Chalice Gold Mines Limited (Chalice or the Company) will be held at Level 2, 1292 Hay Street, West Perth, Western Australia on Thursday, 9 June 2016 at 10.00am (WST).

   The Explanatory Statement to this Notice of General Meeting provides additional information on the matters to be considered at the Meeting. The Explanatory Statement and Proxy Form are part of this Notice of Meeting.

   Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of Meeting and the Explanatory Statement.

   AGENDA RESOLUTION - DISPOSAL OF CAMERON GOLD PROJECT

   To consider and, if thought fit, to pass as an ordinary resolution of the Company:

   "That, for the purposes of Listing Rule 11.2 and all other purposes, approval is given for the Company to dispose of its main undertaking, being the Cameron Gold Project, to First Mining Finance Corp. by way of a sale of all of the issued and outstanding share capital of Cameron Gold Operations Limited (a wholly owned subsidiary of the Company), in consideration for the issue of 32,260,836 First Mining Shares to the Company and otherwise on the terms set out in the Cameron Sale Agreement as described in the Explanatory Statement accompanying this Notice of Meeting."

   Voting Exclusion Statement

   The Company will disregard any votes cast on the Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed.

   However the Company need not disregard a vote if:

3. it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

4. it is cast by the chairperson of 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.

5. BY ORDER OF THE BOARD Leanne Stevens

   Company Secretary

   Chalice Gold Mines Limited 6 May 2016