Finders Resources : Confirmation of Release - Notice of Annual General Meeting/ Proxy Form

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of Finders Resources Limited ABN 82 108 547 413 ("Company") will be held at The Boardroom, Country Women's Association of Western Australia, 1176 Hay Street, West Perth, WA 6005 on Thursday, 25 May 2017 at 9.00am Perth time.

ORDINARY BUSINESS 2

1. FINANCIAL REPORT 2

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT 2

3. RESOLUTION 2: ELECTION OF DIRECTOR - MR GORDON GALT 2

4. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY 2

5. RESOLUTION 4: APPROVAL OF EMPLOYEE SHARE OWNERSHIP PLAN 2

6. RESOLUTION 5: APPROVAL OF PERFORMANCE RIGHTS PLAN 2

EXPLANATORY STATEMENT 5

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting.

Finders Resources Limited | ABN 82 108 547 413 | Level 1 | 5 Ord St | West Perth | WA 6005 | Australia Tel: +61 8 6555 3996 | Fax: +61 8 6555 3998 | info@findersresources.com | www.findersresources.com

ORDINARY BUSINESS

1. FINANCIAL REPORT

   To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 31 December 2016.

   Note: There is no requirement for Shareholders to approve these reports.

   The statutory annual report is available for members to access and download from www.findersresources.com.

   If you would like to receive a hard copy of the statutory annual report free of charge, please contact Finders Resources Limited by telephoning 61 8 6555 3996.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

   To consider and if thought fit to pass, with or without amendment, the following resolution as a non-binding resolution: "That the Company adopts the Remuneration Report for the financial year ended 31 December 2016."

   Notes: This Resolution is advisory only and does not bind the Company or the Directors.

3. RESOLUTION 2: ELECTION OF DIRECTOR - MR GORDON GALT

   To consider and if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That Mr Gordon Thomas Galt, a Director retiring from office and eligible to be re-elected, be and is hereby elected as a Director of the Company."

   SPECIAL BUSINESS

4. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY

   To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

   "That for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.

5. RESOLUTION 4: APPROVAL OF EMPLOYEE SHARE OWNERSHIP PLAN

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

   "That for the purposes of ASX Listing Rule 7.2, exception 9(b) and Listing Rule 10.14 and for all other purposes, approval is given for the adoption by the Company of the Employee Share Ownership Plan as described in the Explanatory Statement and for the future grant by the Company of ordinary shares to employees and directors of the Company and its subsidiaries under the Employee Share Ownership Plan."

6. RESOLUTION 5: APPROVAL OF PERFORMANCE RIGHTS PLAN

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

"That for the purposes of ASX Listing Rule 7.2, exception 9(b) and Listing Rule 10.14 and for all other purposes, approval is given for the adoption by the Company of the Performance Rights Plan as described in the Explanatory Statement and for the future grant by the Company of ordinary shares to employees and directors of the Company and its subsidiaries under the Performance Rights Plan."

By Order of the Board

James Wentworth Company Secretary 18 April 2017

PROXIES AND VOTING RIGHTS

1. APPOINTMENT

   • A member entitled to attend and vote at the meeting has a right to appoint a proxy.

   • This appointment may specify the proportion or number of votes that the proxy may exercise.

   • The proxy need not be a member of the Company.

   • A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes that each proxy may exercise, each proxy may exercise half of the votes.

2. HOW THE CHAIRMAN OF THE MEETING WILL VOTE UNDIRECTED PROXIES

   Subject to any voting exclusions (see paragraph 3 below), the Chairman of the meeting will vote available proxies on, and in favour of, the proposed resolutions.

3. VOTING EXCLUSIONS

   Resolution 1

   The Company will disregard any votes cast on Resolution 1:

   • by or on behalf of a member of the Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member; or

   • as a proxy by a member of the Key Management Personnel or a Closely Related Party of such a member. Resolution 3

     The Company will disregard any votes cast on Resolution 3 by a person (and any Associates of such a person) who may participate in the 10% Placement Facility and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any Associates of those persons.

     Resolution 4

     The Company will disregard any votes cast on Resolution 4 by:

   • any employee or director (except one who is ineligible to participate in any employee incentive scheme) of the Company or its subsidiaries; and

   • any associate of any employee or director (except one who is ineligible to participate in any employee incentive scheme) of the Company or its subsidiaries.

     Resolution 5

     The Company will disregard any votes cast on Resolution 5 by:

   • any employee or director (except one who is ineligible to participate in any employee incentive scheme) of the Company or its subsidiaries; and

   • any associate of any employee or director (except one who is ineligible to participate in any employee incentive scheme) of the Company or its subsidiaries.

     However, the Company need not disregard a vote cast on Resolutions 1, 3, 4 and 5 if:

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

   • it is cast by the person chairing 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.

4. LODGING YOUR PROXY

   Proxies may be lodged by:

   • posting or hand delivery to Finders Resources Limited, Level 1, 5 Ord Street West Perth WA 6005; or

   • facsimile to Finders Resources Limited on facsimile number +61 8 6555 3998;

     so that they are received not later than 24 hours before the time of holding the meeting.

5. LODGING YOUR POWER OF ATTORNEY

   If a Shareholder has appointed an attorney to attend and vote at the meeting, or if a proxy form is signed by an attorney, the power of attorney must be received by:

   • posting or hand delivery to Finders Resources Limited, Level 1, 5 Ord Street West Perth WA 6005; or

   • facsimile to Finders Resources Limited on facsimile number +61 8 6555 3998; so that it is received not less than 24 hours before the time for holding the meeting.

6. CORPORATE REPRESENTATIVES

   A Shareholder which is a body corporate may appoint an individual as a representative to exercise the Shareholder's voting rights at the Annual General Meeting pursuant to section 250D of the Corporations Act. Representatives will be required to present documentary evidence of appointment on the day of the meeting.

7. DATE FOR DETERMIING HOLDERS OF SHARES

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that for the purposes of the Annual General Meeting, Shares will be taken to be held by those persons recorded on the Company's share register at 7.00pm (Sydney time) on 23 May 2017. Share transfers registered after that deadline will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

In accordance with the Corporations Act 2001 for the resolutions to be effective:

• the resolutions must be passed at a Annual General Meeting of which not less than 28 clear days written notice specifying the intention to propose the resolutions has been given (satisfied by this Notice);

• in the case of ordinary resolutions, must be passed by more than 50% of all the votes cast by Shareholders of the Company present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative); and

• in the case of special resolutions, must be passed by more than 75% of all the votes cast by Shareholders of the Company present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative)

On a show of hands every Shareholder has one vote, and on a poll, every Shareholder has one vote for each fully paid

Share.