Thor Mining : Notice of Meeting

Registered Number 05276414 (United Kingdom) ARBN 121 117 673 (Australia)

Date of Meeting: Thursday 6 October 2016 Time of Meeting: 9 am London time Venue: Grant Thornton UK LLP

30 Finsbury Square London EC2P 2YU

This Notice of General Meeting and accompanying Explanatory Memorandum and Proxy Form or CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Thor Mining plc 3rd Floor

55 Gower Street London WC1E 6HQ UNITED KINGDOM

16 September 2016

Dear Shareholder

On 1 September 2016 the Company announced the placement of a total of 1,400,000,000 Shares with 1,400,000,000 Warrants attached, to placees identified by the Company's joint sponsoring broker SI Capital Ltd, to raise a total of £350,000 before expenses (the "Placement"). The announcement on 1 September 2016 also advised that certain Thor directors will, subject to the approval of Shareholders, convert A$150,000 of amounts owed to them into 346,000,000 Ordinary Shares and 346,000,000 Warrants on the same terms as the Placement (the "Debt Conversion Securities").

On 5 September 2016 the Company issued and allotted the first tranche of those securities, pursuant to the Placement, comprising 400,000,000 Shares with 400,000,000 Warrants ("Tranche 1 Securities") using the current authorities conferred by Shareholders and available capacity under ASX Listing Rule 7.1. The issue and allotment of the remaining 1,000,000,000 Shares and 1,000,000,000 Warrants ("Tranche 2 Securities") comprise 100,000,000 Shares and 100,000,000 Warrants to a Director, Mr Heddle ("Director Tranche 2 Securities"), and 900,000,000 Shares and 900,000,000 Warrants to other investors ("Other Tranche 2 Securities"). The Tranche 2 Securities and the Debt Conversion Securities are subject to obtaining Shareholder approval for the increased authorities to issue Shares on a non-pre-emptive basis and for the purposes of, inter alia, ASX Listing Rules 7.1 and 10.11.

Resolutions 1 and 2 provide the directors with the necessary authorities to issue equity securities and dis- apply pre-emption rights up to an aggregate nominal amount of £650,000.

Resolution 3 to 8 inclusive, are sought for the purposes of the ASX listing rules for the above mentioned issue of securities. Resolution 3 relates to the ratification of the Tranche 1 Securities issued on 5 September 2016. Resolutions 4 and 5 relate to the issue of the Tranche 2 Securities; resolution 5 concerns the participation of a Director, Mr Heddle, in the Tranche 2 Securities. Resolutions 6, 7 and 8 seek the necessary shareholder approvals, for the purposes of the ASX listing rules, to issue the Debt Conversion Securities to two of the Company's Directors, Messrs Billing and Thomas, and a former Director, Mr Ashton.

Resolutions 9 and 10 seek approval for the issue of Warrants to Directors, and former Directors, of the Company ("Director Warrants"). Resolution 9 relates to the grant of 100,000,000 Warrants to each of the Directors Messrs Billing, Heddle and Thomas, and former Directors Messrs Ashton and Ireland, or their nominees. Messrs Ashton and Ireland remain in key advisory roles for Thor. The Director Warrants, the subject of Resolution 9, if approved, will not form part of the Directors' respective remuneration packages but will be in addition to their remuneration as Directors. Resolution 10 relates to the grant of 250,000,000 Warrants to Director, Paul Johnson. The Warrants, the subject of Resolution 10, if approved, will be in lieu of Director fees payable to Mr Johnson for one year from his appointment on 5 September 2016.

The grant of the Director Warrants is intended to act as an incentive for the Directors and former Directors, in their roles as key advisors, to align themselves with the Company's strategic plan and focus on optimising performance, which, it is hoped, will result in enhanced Shareholder returns.

The Directors of Thor (other than those of the Directors who have an interest in the relevant Resolution and therefore who do not wish to make a recommendation as to how shareholders ought to vote on that Resolution) believe that Resolutions 5 to 10 are in the best interest of the Company and recommend that shareholders vote in favour of the Resolutions at the General Meeting, as they intend to do in respect of their own shareholdings which total 492,038,085 Shares in aggregate, representing 8.02% of the Company's issued share capital.

Yours faithfully

Michael Billing Executive Chairman

Notice is hereby given that the General Meeting of Shareholders of Thor Mining PLC will be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, United Kingdom on 6 October 2016 at 9 am (London time) for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions in the cases of Resolutions1, and3 to 10 inclusive, and as a special resolution in the case of Resolution2.

1. That in substitution for all existing and unexercised authorities, the directors of the Company be and they are hereby generally and unconditionally authorised for the purpose of section 551 of the Act to exercise all or any of the powers of the Company to allot Relevant Securities (as defined in this Resolution) up to a maximum nominal amount of £650,000 provided that this authority shall, unless previously revoked or varied by the Company in General Meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or on the anniversary of the General Meeting being convened by this Notice, unless renewed or extended prior to such time except that the directors of the Company may before the expiry of such period make an offer or agreement which would or might require Relevant Securities to be allotted after the expiry of such period and the directors of the Company may allot Relevant Securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. In this Resolution, "Relevant Securities" means any shares in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, Shares but does not include the allotment of Shares or the grant of a right to subscribe for Shares in pursuance of an employee's share scheme or the allotment of Shares pursuant to any right to subscribe for, or to convert any security into, Shares.

   SPECIAL RESOLUTION

2. That in substitution for all existing and unexercised authorities and subject to the passing of the preceding Resolution, the directors of the Company be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred upon them by the preceding Resolution as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution, unless previously revoked or varied by special resolution of the Company in the General Meeting, shall be limited to:

3. the allotment of Shares arising from the exercise of options and Director Warrants in accordance with Resolutions 9 and 10 up to a maximum nominal amount of £75,000;

4. the allotment of equity securities in connection with a rights issue in favour of Shareholders where the equity securities respectively attributable to the interest of all such Shareholders are proportionate (as nearly as may be) to the respective numbers of the Shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

5. the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate nominal amount of £575,000;

6. and shall expire on the earlier of the date of the next Annual General Meeting of the Company or on the anniversary of the General Meeting being convened by this Notice save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.