Mineral Deposits : Dispatch of Retail Offer Document to Shareholders

9 March 2017‌‌

Reference is made to the pro rata accelerated non‐renounceable entitlement offer (Entitlement Offer) announced by Mineral Deposits Limited (ASX: MDL) on 2 March 2017 and the lodgement with ASX of the Retail Offer Document on

6 March 2017. MDL is pleased to confirm that the Retail Offer Document, inclusive of a personalised Entitlement and Acceptance Form, is today being dispatched to shareholders eligible to participate in the retail component of the Entitlement Offer, which opens today. A copy of the Retail Offer Document and Entitlement and Acceptance Form is attached.

A letter notifying those retail shareholders who are ineligible to participate in the Retail Entitlement Offer is also being dispatched today. A copy of the letter to ineligible retail shareholders is also attached.

If Eligible Retail Shareholders have questions about the offer, the Company encourages them to contact the Mineral Deposits Limited Information Line on 1300 850 505 (for calls within Australia) and +61 3 9415 5000 (for calls outside Australia) between 8:30am and 5:00pm (Melbourne time) Monday to Friday during the Offer Period for further information.

MDL encourages shareholders to elect to receive Company communications, such as those above, electronically. To this end, MDL has included in today's dispatch an electronic communications form to enable shareholders to update their communications preferences, should they wish to do so. To go paperless, shareholders may also visit the Computershare Investor Centre, create an account or login (if an existing user) and update their communications preferences to receive future communications via email.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Mineral Deposits Limited ABN 19 064 377 420

Level 17 530 Collins Street Melbourne VIC 3000 Australia T +613 9618 2500 F +613 9621 1460 E mdlmail@mineraldeposits.com.au Wmineraldeposits.com.au

This notice may not be released or distributed in the United States. This notice does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The entitlements and the new shares to be offered and sold in the Placement, Institutional Entitlement Offer and Retail Entitlement Offer have not been, and will not be, registered under the US Securities Act of 1933 (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States unless they are offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The information contained in this announcement does not constitute financial product advice (nor investment, taxation, accounting or legal advice), is not a recommendation to acquire MDL shares and is not intended to be used or relied upon as the basis for making an investment decision. This announcement has been prepared without taking into account the investment objectives, financial position or needs of any individuals. Before making any investment decisions, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and should seek investment, legal, accounting and taxation advice appropriate to their jurisdiction. MDL is not licensed to provide financial product advice in respect of MDL shares. Cooling off rights do not apply to the acquisition of MDL shares pursuant to the Placement, Institutional Entitlement Offer and Retail Entitlement Offer.

Mineral Deposits Limited (ASX: MDL) is an established, ASX‐ listed, integrated mining company with a 50% equity interest in TiZir Limited ('TiZir') in partnership with ERAMET of France.

The TiZir joint venture comprises two integrated, operating assets - the Grande Côte mineral sands operation ('GCO') in Senegal, West Africa and the TiZir Titanium & Iron ilmenite upgrading facility ('TTI') in Tyssedal, Norway.

GCO is a large‐scale, cost competitive mineral sands operation located in Senegal that is fully integrated from mine‐to‐ship, using owned or controlled infrastructure. GCO commenced mining activities in March 2014 and, over an expected mine life of at least 25 years, will primarily produce high quality zircon and ilmenite. A majority of GCO's ilmenite is sold to TTI. GCO also produces small amounts of rutile and leucoxene.

TTI upgrades GCO ilmenite to produce high quality titanium feedstocks, primarily sold to pigment producers, and a high‐purity pig iron, a valuable co‐product, which is sold to ductile iron foundries. TTI benefits from access to cheap and clean power, and excellent logistics, in particular, year‐ round shipping capacity and customer proximity.

Certain information contained in this report, including any information on MDL's plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute forward‐looking statements.

Such statements are based on a number of estimates and assumptions that, while considered reasonable by management at the time, are subject to significant business, economic and competitive uncertainties. MDL cautions that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of MDL to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward‐looking statements. These factors include the inherent risks involved in mining and mineral processing operations, exploration and development of mineral properties, financing risks, changes in economic conditions, changes in the worldwide price of zircon, ilmenite and other key inputs, changes in the regulatory environment and other government actions, changes in mine plans and other factors, such as business and operational risk management, many of which are beyond the control of MDL.

Except as required by applicable regulations or by law, MDL does not undertake any obligation to publicly update, review or release any revisions to any forward‐looking statements to reflect new information, future events or circumstances after the date of this report.

Nothing in this report should be construed as either an offer to sell or a solicitation to buy or sell MDL securities.

Level 17 530 Collins Street Melbourne Victoria 3000 Australia T +61 3 9618 2500

F +61 3 9621 1460

E mdlmail@mineraldeposits.com.au Wmineraldeposits.com.au

For further information please contact:

Erob.sennitt@mineraldeposits.com.au

Chief Financial Officer T +61 3 9618 2500

Egreg.bell@mineraldeposits.com.au

Offer in relation to a fully underwritten non‐renounceable Retail Entitlement Offer of 3 New Shares for every 4 Existing Shares at A$0.42 to raise approximately A$24.2 million.

The Retail Entitlement Offer opens on 9 March 2017 and closes at 5.00pm (Melbourne time) on 20 March 2017 (unless extended).

This Retail Offer Document is an important document and requires your immediate attention. It should be read in its entirety before you decide whether to participate in the Retail Entitlement Offer. If you have any questions about any part of the Retail Offer Document you should consult your professional adviser.

This document is dated 6 March 2017.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This document may not be distributed in any country outside Australia or New Zealand.

MINERAL DEPOSITS LIMITED

ACN 064 377 420