Mineral Deposits : Notice of Annual General Meeting 2017 & Proxy Form

3 April 2017

NOTICE OF ANNUAL GENERAL MEETING & PROXY FORM

Mineral Deposits Limited (MDL, the Company) is pleased to provide the Notice of Annual General Meeting 2017 and Proxy Form for the Company's Annual General Meeting to be held on Thursday, 4 May 2017 at 10.30am (Melbourne time) at the office of MinterEllison, Level 23, 535 Collins Street, Melbourne, Victoria.

The Notice of Annual General Meeting, Proxy Form, Annual Report 2016 and Business Review 2016 will be mailed or emailed to all shareholders who have elected to receive printed or electronic copies of those documents. The documents are also available on the MDL website: mineraldeposits.com.au.

MDL encourages shareholders to elect to receive Company communications, such as those above, electronically. To go paperless, shareholders may 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.

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

ABOUT MDL

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.

Forward looking statements

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.

Contact details

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:

Rob Sennitt Managing Director T +61 3 9618 2500

Erob.sennitt@mineraldeposits.com.au

Greg Bell

Chief Financial Officer T +61 3 9618 2500

Egreg.bell@mineraldeposits.com.au

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NOTICE OF ANNUALGENERALMEETING 2017

Notice is hereby given that the Annual General Meeting of Shareholders of Mineral Deposits Limited (MDLor the Company) will be held on:

Thursday, 4 May 2017 at 10.30am (Melbourne time) At the office of MinterEllison

Level 23, 525 Collins Street, Melbourne, Victoria, Australia

The Explanatory Notes that accompany and form part of this Notice of Annual General Meeting describe the various matters to be considered.

To receive and consider the consolidated financial statements of the Company and its controlled entities for the year ended 31 December 2016 together with the reports of the Directors and the auditor as set out in the annual report for the year.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, pass the following Resolution:

'THATthe Remuneration Report for the year ended 31 December 2016, submitted as part of the directors' report for the year ended 31 December 2016, be adopted.'

It should be noted that the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

Voting exclusions apply to Resolution 1. Please see section 9.1 of the Explanatory Notes.

Resolution 2: Re-election of Mr Nic Limb as a Director

To consider and, if thought fit, pass the following Resolution:

'THATMr Nic Limb, a Director retiring by rotation in accordance with clause 61 of the Company's Constitution, being eligible for re-election and

having signified his candidature for the office, be re-elected as a Director of the Company.'

Resolution 3: Re-election of Dr Tom Whiting as a Director

To consider and, if thought fit, pass the following Resolution:

'THATDr Tom Whiting, a Director retiring by rotation in accordance with clause 61 of the Company's Constitution, being eligible for re-election and having signified his candidature for the office, be re-elected as a Director of the Company.'

Resolution 4: Ratification of issue of Placement Shares

To consider and, if thought fit, pass the following Resolution:

'THATpursuant to and for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 15,551,451 fully paid ordinary shares of the Company at A$0.42 per share (Placement Shares), as more fully described in the Explanatory Notes, be ratified and approved.'

Voting Exclusion Statement

Voting exclusions apply to Resolution 4. Please see section 9.1 of the Explanatory Notes.

Resolution 5: Approval of amendment to MDL Performance Rights Plan and issue of securities under the Plan

To consider and, if thought fit, pass the following Resolution:

'THATfor the purposes of ASX Listing Rules 7.1 and 7.2 (Exception 9(b)) and for all other purposes, approval be given to the amendments to the 2016 MDL Performance Rights Plan as described in the Explanatory Notes (Plan) (and in the form tabled by the chairman of the meeting) and the grant, allotment and issue of securities in the Company pursuant to and in accordance with the terms of the Plan, a summary of the terms of which is set out in the Explanatory Notes.'

Voting Exclusion Statement

Voting exclusions apply to Resolution 5. Please see section 9.1 of the Explanatory Notes.

Resolution 6: Grant of Performance Rights to Mr Robert Sennitt as a long-term incentive

To consider and, if thought fit, pass the following Resolution:

'THATfor the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given to the grant, allotment and issue to Mr Robert Sennitt of up to 499,234 Performance Rights to acquire fully paid ordinary shares upon exercise for no monetary consideration in accordance with the terms and conditions of the Plan and on the terms and conditions as more particularly specified in the Explanatory Notes.'

Voting Exclusion Statement

Voting exclusions apply to Resolution 6. Please see section 9.1 of the Explanatory Notes.

Resolution 7: Adoption of new Constitution

To consider and, if thought fit, pass the following special Resolution:

'THATpursuant to section 136(2) of the Corporations Act, the existing Constitution of the Company be repealed in its entirety and the Constitution tabled and signed by the chairman of the meeting for identification purposes be approved and adopted as the Constitution of the Company with effect from the close of the meeting.'

By order of the Board 3 April 2017

Company Secretary

MDL NOTICE OF AGM 2017 1

1. Introduction

   These Explanatory Notes have been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company (AGM) to be held at 10.30am (Melbourne time) on Thursday, 4 May 2017 at the office of MinterEllison, Level 23, 525 Collins Street, Melbourne, Victoria, Australia. These Explanatory Notes form part of the Notice of AGM and should be read together with that Notice.

2. Financial Statements and Reports

   At the AGM, Shareholders will be given an opportunity to ask questions and comment on the directors' report, financial statements and independent auditor's report for the year ended 31 December 2016. The financial statements and reports are not subject to a Shareholder vote other than Resolution 1, being the adoption of the Remuneration Report for the year ended 31 December 2016.

   A copy of the annual report, including the consolidated financial statements and the auditor's report, will be tabled at the AGM and can be accessed on the Company's website atmineraldeposits.com.au.

   At the meeting, the chairman will take Shareholders' questions and comments about the management of the Company. The auditor of the Company will be available to take Shareholders' questions about the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

   In addition to taking questions at the AGM, written questions to the auditor about the content of the auditor's report or the conduct of the audit of the annual consolidated financial statements to be considered at the AGM may be submitted not less than five business days before the AGM to:

   The Company Secretary Mineral Deposits Limited Level 17, 530 Collins Street

   Melbourne Victoria 3000 Australia

   Facsimile: (+61 3) 9621 1460

   Email:companysecretary@mineraldeposits.com.au

   Copies of any questions received will be made available at the AGM. The chairman of the AGM will allow the auditor to answer written questions submitted to the auditor before the AGM. If the auditor has prepared a written answer to a question, the chairman of the AGM may permit the auditor to table that written answer. A written answer tabled at the AGM will be made reasonably available to Shareholders as soon as practicable after the AGM.

3. Resolution 1 - Adoption of Remuneration Report for the year ended 31 December 2016

   In accordance with the Corporations Act, Resolution 1 puts to the vote of Shareholders at the AGM that the Company's Remuneration Report be adopted.

   The Remuneration Report is contained within the directors' report in the Company's annual report for the year ended 31 December 2016. It sets out the remuneration policy for the Company and reports the remuneration arrangements in place for executive Directors, specified executives and non-executive Directors.

   The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. Accordingly, the Company will not be required to alter any arrangements detailed in the Remuneration Report should the

   Remuneration Report not be adopted. However, notwithstanding this strict legal position, the Board has determined that it will take the outcome of the vote and comments made by Shareholders on the Remuneration Report into consideration when determining the remuneration policy of the Company.

   In accordance with the Corporations Act, if 25% or more of the votes cast on Resolution 1 are against adoption of the Remuneration Report, then:

   • if comments are made on the Remuneration Report at the AGM, the Company's Remuneration Report for the financial period ending

     31 December 2017 will be required to include an explanation of the

     Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and

   • if, at the Company's 2018 annual general meeting, 25% or more of the votes cast on the resolution for the adoption of the Remuneration Report for the financial year ending 31 December 2017 are against its adoption, the Company must put to its Shareholders a resolution proposing that an extraordinary general meeting (Spill Meeting) be held within 90 days of the date of the 2018 annual general meeting. Where a Spill Resolution is carried (i.e. more than 50% of the votes cast on the Spill Resolution are in favour of the Spill Resolution), all of the Directors in office at the 2018 annual general meeting (other than a managing director of the Company who may, in accordance with ASX Listing Rules, continue to hold office

     indefinitely without being re-elected to the office) will cease to hold office immediately before the end of the Spill Meeting unless they are re-elected at the Spill Meeting.

     Voting exclusions apply to Resolution 1. For further details of the relevant voting exclusions, please see section 9.1. The Company recommends that members who submit proxies should consider giving 'how to vote' directions to their proxyholder on each Resolution, including this Resolution 1.

     The chairman of the meeting intends to vote all undirected proxies in favour of the Resolutions to be voted on at the AGM, including Resolution 1. In other words, if you complete a proxy form that authorises the chairman of the AGM to vote on your behalf as a proxyholder and you do not mark any of the boxes 'for' or 'against' or 'abstain' so as to give the chairman directions about how your vote should be cast in respect of Resolution 1, then:

   • your proxy will automatically be directed in favour of the Resolution to adopt the Remuneration Report and the chairman will vote accordingly; and

   • you acknowledge that you will be expressly authorising the chairman to exercise your proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the chairman.

     If you wish to appoint the chairman of the AGM as your proxyholder but you do not want to put the chairman in the position to cast your vote in favour of Resolution 1, you should complete the appropriate box on the proxy form directing the chairman to vote against or abstain from voting on Resolution 1.

     An opportunity to discuss the Remuneration Report will be provided at the AGM.

     Board recommendation

     The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

4. Resolutions 2 & 3 - Re-election of Directors

4.1 Background

The Constitution provides that if the Company has three or more Directors, one-third of Directors (rounded down to the nearest whole number and excluding the managing director) must retire at each annual general meeting of the Company. There are currently six Directors (including the managing director) on the Board. Accordingly, two Directors are required to retire by rotation at this AGM, being those Directors who have been longest in office since their last election. The following Directors are the Directors who have been longest in office since their last election:

• Dr Tom Whiting (last re-elected in 2014);

• Mr Nic Limb (last re-elected in 2015); and

• Mr Martin Ackland (last re-elected in 2015).

The Constitution also provides that not more than one-third of the Directors must retire by rotation (being, in this case, two Directors) and that Directors elected on the same day may agree among themselves or determine by lot who must retire. Mr Limb and Mr Ackland have agreed among themselves that Mr Limb will be the Director who will be retiring by rotation alongside

Dr Whiting and, being eligible to do so, both offer themselves for re-election.

Mr Nic Limb - Mr Limb is the non-executive chairman of MDL and was previously the Company's executive chairman - a position he held for 22 years. He has professional qualifications as a geoscientist and

worked in the mineral exploration sector for 10 years. In 1983 he joined a stockbroking firm as a corporate financier in the natural resources finance

2 MDL NOTICE OF AGM 2017