KEFI Minerals : Circular and Notice of General Meeting - February 2017

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some (but not all) of your Ordinary Shares, please retain these documents and consult the stockbroker or other agent through whom the sale or transfer was effected.

Your attention is drawn to the letter from the Chairman in this document, recommending you vote in favour of the resolutions to be proposed at the General Meeting.

(Registered in England and Wales with company number 05976748)

Notice convening a General Meeting of the Company to be held at the offices of Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom on 1 March 2017 at

11.00 a.m. is set out at the end of this document. Shareholders will also find enclosed with this document a Form of Proxy. To be valid, the Form of Proxy must be signed and returned in accordance with the instructions printed on it so as to be received by the Company's registrars, Share Registrars Limited, at The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, United Kingdom as soon as possible but in any event no later than 11.00 a.m. on 27 February 2017.

Shareholders who hold their shares in uncertificated form may use the CREST electronic proxy appointment service. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message must be properly authenticated and contain the information required for such instructions as described in the CREST Manual. The message must be transmitted so as to be received by the Company's registrars, Share Registrars Limited (ID 7 RA36), by no later than 11.00 a.m. on 27 February 2017.

Copies of this document will be available free of charge from the Company's registered office during normal business hours on each day (excluding Saturday, Sunday and public holidays) from the date hereof until the date of the General Meeting. Copies will also be available from the Company's website at www.kefi-minerals.com.

SUBSCRIPTION AND SHARE CAPITAL STATISTICS 3

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 4

DEFINITIONS 5

LETTER FROM THE CHAIRMAN 7

NOTICE OF GENERAL MEETING 15

(1) The proceeds of the Lanstead Subscription are subject to the terms of the Sharing Agreements; the amount of proceeds actually received may be more or less, as described further in this document.

2017

Circular is posted to shareholders 13 March

Latest time and date for receipt of CREST Voting Instructions 11.00 a.m. on 27 February Latest time and date for receipt of Form of Proxy 11.00 a.m. on 27 February General Meeting 11.00 a.m. on 1 March

Last time and date for dealings in the Existing Ordinary Shares 4.30 p.m. on 1 March

Record time and date for the Consolidation Close of business on 1 March

Admission effective and dealings in the New Ordinary Shares expected 8.00 a.m. on 2 March to commence on AIM

Admission of Fundraising Shares 8.00 a.m. on 2 March Crediting of CREST accounts with New Ordinary Shares 2 March

Despatch of definitive share certificates in respect of New Ordinary By 15 March Shares in certificate form

Dispatch of fractional entitlement cheques or payments through CREST

14 days after sale in full of the aggregated fractional entitlements to New Ordinary Shares

Notes:

1. In this document, unless otherwise noted, all references to time are to Greenwich Mean Time, references to "£" and "p" are to British Pounds and pence sterling respectively and references to "$" are to United States dollars.

2. The timing of events in the above timetable and the rest of this document are indicative only. If any of the times or dates change, the revised times and/or dates will be notified by an announcement to a RIS.