Altona Mining : Annual General Meeting Notice 2017

27 October 2017 ASX: AOH, FSE: A2O

2017 ANNUAL GENERAL MEETING

2017 Annual General Meeting

Altona Mining Limited ("Altona" or the "Company") is pleased to announce its 2017 Annual General Meeting will be held on Tuesday, 28 November 2017 in Perth. A Notice of Annual General Meeting and Explanatory Memorandum is appended with full details of the meeting's business.

Please direct enquiries to: Alistair Cowden	David Ikin	Jochen Staiger
Managing Director	Professional Public Relations	Swiss Resource Capital AG
Altona Mining Limited	Perth	Tel: [phone]
Tel: [phone]	Tel: [phone]	[e-mail]
[e-mail]	[e-mail]

AOH0871

Altona Mining Limited | Level 1, 2 Kings Park Road, West Perth WA 6005 | ABN 35 090 468 018

ABN 35 090 468 018

NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY MEMORANDUM TO SHAREHOLDERS Date of Meeting: Tuesday, 28 November 2017 Time of Meeting: 3:00pm (AWST) Place of Meeting: Quest West Perth, 54 Kings Park Road, West Perth A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

Altona Mining Limited ABN 35 090 468 018 1st Floor, 2 Kings Park Road, West Perth WA 6005 Telephone: [phone] Facsimile: [phone]

Email: [e-mail] www.altonamining.com

LETTER FROM THE CHAIRMAN

23 October 2017

Dear fellow Shareholder,

The Notice of Meeting for the Annual General Meeting and Proxy Form are enclosed with this letter, I ask you to review the documents carefully and to cast your vote.

A key part of the business of the Meeting relates to the Managing Director, Dr Alistair Cowden's Long Term Incentives (LTI), in the form of the proposed grant of Performance Rights. The grant of these Performance Rights is subject to Shareholder approval, as required by the Corporations Act and the ASX listing rules. Your Board wishes to appropriately incentivise and reward the company's senior executives to continue Altona's excellent performance.

Shareholders may not be aware that valuations in statutory reports rarely reflect the actual value received by executives. When Performance Rights vest as Shares, the executive pays tax on those Shares and receives no value until they are eventually sold. All vesting is subject to the executive meeting performance hurdles that relate to creating wealth in the business.

The number of Performance Rights proposed to be granted has been determined using the formula previously adopted in 2015. The grant of rights will permit the Managing Director to be properly incentivised over the critical period where the Company will seek to realise value from the Cloncurry Project in Queensland.

One of the key tasks of any board is to appoint, supervise and remunerate the Managing Director. We believe Altona has performed well under Alistair Cowden and I urge you to exercise your vote in favour of these resolutions.

Kevin Maloney Chairman

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Altona Mining Limited ABN 35 090 468 018 (Company) will be held at Quest West Perth, 54 Kings Park Road, West Perth on Tuesday, 28 November 2017 at 3:00pm for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA Financial Reports

To receive and consider the financial report of the Company for the year ended 30 June 2017, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

Resolution 1: Re-election of Mr Paul Hallam as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, Mr Paul Hallam, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director."

Resolution 2: Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution:

"That the Remuneration Report for the year ended 30 June 2017 as set out in the 2017 Annual Report be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting exclusion statement: The Company will disregard any votes cast on Resolution 2 by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

1. it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

2. it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 2 unless:

1. the appointment specifies the way the proxy is to vote on Resolution 2; or

2. the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 2. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 2, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against Resolution 2 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.