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NOTICE OF AVAILABILITY

The Notice of Extraordinary General Meeting and Circular to which this Proxy Form relates are available on the Company's website at www.paragon-resources.com

NOTES TO THE FORM OF PROXY

1 If you wish to appoint some other person as your proxy please insert his/her name and address, initial and strike out the words 'the Chairman of the Meeting'. A proxy need not be a member of the Company. Appointing a proxy will not preclude you from personally attending and voting at the meeting (in substitution for your proxy vote) if you subsequently decide to do so. If no name is entered, the return of this form, duly signed, will authorise the Chairman of the meeting to act as your proxy.
2 Please indicate with an X in the appropriate box how you wish your vote to be cast. Unless otherwise instructed the proxy will exercise his/her discretion as to whether, and if so how he/she will vote. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the meeting (including amendments to resolutions). You may appoint more than one proxy provided each proxy is appointed to exercise rights attaching to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy please contact the Registrars of the Company as detailed in note 4 below.
3 This Form of Proxy must, in the case of an individual, be signed by the appointer or his/her attorney or, in the case of a corporation, be given under its common seal or signed on its behalf by an attorney or a duly authorised officer or, if it is subject to the Companies Act 2006 (as amended), in accordance with Section 44 thereof.
4 To be valid this Form of Proxy and any power of attorney or other authority under which it is executed (or a duly notarised copy thereof) must be lodged with the Transfer Agent of the Company, Neville Registrars Limited, Neville House, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA not later than Midday on 20 June 2015 or not less than 48 hours before the time appointed for the adjourned meeting at which it is to be used.
5 In the case of joint holders of a share the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the statutory register of members in respect of the share.
6 CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (CREST ID: 7RA11) by Midday (UK time) on 20
June 2015. See the notes to the Notice of Meeting for further information on proxy appointments through CREST.
7 Shareholders are advised that unless otherwise provided, the telephone numbers and website and e-mail addresses set out in this document or the Notice or the Explanatory Notes to the Notice are not to be used for the purpose of serving information or documents to the Company (including the service of documents or information relating to proceedings at the Company's Annual General Meeting).
8 The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and
'Against' a resolution.
9 Any alteration in this Form of Proxy must be initialled by the person in whose hand it is signed or executed.

Please complete and return this Form of Proxy to the Transfer Agent at the address shown overleaf. If you wish to use an envelope, please address it to 'FREEPOST NEVILLE'. If it is posted outside the

United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.

Paragon Resources plc

( Incorporated and registered in Jersey under number 95036)

FORM OF PROXY

I/We being (a) member(s) of the Company and entitled to vote at the Extraordinary General Meeting, hereby appoint

( Please only complete if appointing someone other than the Chairman of the Extraordinary General Meeting )

or failing him/her, the Chairman of the Meeting as my/our proxy, to attend, speak and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company, to be held on 22 June 2015 at the offices of Mourant Ozannes, 22 Grenville Street, St Helier, Jersey JE4 8PX at 12 noon and at any adjournment thereof.

Special Resolution

1 The proposed amendments to the share capital including consolidation, adoption of new Articles, authorities to allot and

dis-application of pre-emption rights be approved

If you are planning to attend the Extraordinary General Meeting please tick the following box :

Mark this box with an "X" if you are appointing more than one proxy :

Signed

Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote :

Date:

D D M M Y Y

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Paragon Resources plc The Extraordinary General Meeting will start at 12 noon and is being held on 22

June 2015 at the offices of Mourant

Attendance Card

Name

Address 1

Address 2

Address 3

Address 4

Address 5

Address 6

Ozannes, 22 Grenville Street, St Helier,

Jersey JE4 8PX.

If you plan to attend the Extraordinary

General Meeting please bring this card with you to ensure you gain admission

as quickly as possible.

Please present this card at the registration desk. It will be used to show that you have the right to attend, speak and vote at the Extraordinary General Meeting.



Business Reply Plus

Licence Number

RSTY-SAKX-RZSL

Neville Registrars Limited

Neville House

18 Laurel Lane

Halesowen

B63 3DA

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