Ampella Mining Ltd. : Ampella Notice of General Meeting

Notice of General Meeting and Explanatory Statement

General Meeting to be held at

Ampella Mining Ltd, Suite 22, 513 Hay Street, Subiaco on Friday 13 April 2012 commencing at 11 am (WST)

AMPELLA MINING LIMITED ABN 59 121 152 001

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Corporate Directory

Directors Principal Registered Office in Australia

Peter Mansell (Non Executive Chairman) Suite 22
Paul Kitto (Managing Director) 513 Hay Street
Evan Cranston (Executive Director) Subiaco WA 6008
Ronnie Beevor (Non Executive Director) Ph: 08 6142 0980
Ron Renton (Non Executive Director) Fax: [phone]
Charles Soh (Non Executive Director)

Company Secretary Share Registry

Neil Hackett Security Transfer Registrars Pty Ltd
770 Canning Highway

Stock Exchange Listing Applecross WA 6153

ASX Code: AMX Ph: 08 9323 2000
Home Office: Perth, WA Fax: [phone]
Website and Email Auditors www.ampella.com.au Stantons International [e-mail] Level 2, 1 Walker Avenue
West Perth WA 6005
Ph: 08 9481 3188
Fax: [phone]

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Notice of General Meeting

The General Meeting of Ampella Mining Limited (Company) will be held at the offices of Ampella Mining Ltd, Suite 22, 513 Hay Street, Subiaco, Western Australia on Friday 13 April 2012 commencing at 11 am (WST) (General Meeting or Meeting).
The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as
Shareholders at 5pm (WST) on Wednesday 11 April 2012.
Terms and abbreviations used in this Notice and the Explanatory Statement are defined in
Schedule 1.

Agenda

1. Resolution 1 - Ratification of Prior Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution with or without amendments:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 30,769,232 Shares each at an issue price of $1.30 to institutional and sophisticated investors (Prior Placement) on the terms and conditions in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast on this Resolution 1 by any person and their associates who participated in the Prior Placement.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 - Authority to Issue Placement Shares

To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue 3,846,153 Shares each at an issue price of $1.30 to institutional and sophisticated investors (Placement Shares) on the terms and conditions in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast on this Resolution 2 by Taurus Funds Management and its associates and any person who might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, and any associates of such a person.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 - Authority to Issue Shares to the Underwriter of Share Purchase Plan

To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 1,538,462 Shares under the

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Notice of General Meeting

Share Purchase Plan to Patersons Securities Limited (or its nominees) on the terms set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast on this Resolution 3 by Patersons Securities Limited and its associates and any person who might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, and any associates of such a person.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Proxies

Please note that:
(a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

"Snap-shot" Time

The Company may specify a time, not more than 48 hours before the meeting, at which a "snap- shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.
The Directors have determined that all Shares on issue at 5.00pm WST on Wednesday 11 April
2012 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Company's representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of Corporate Representative form is enclosed if required.

By Order of the Board of Directors

Evan Cranston

Executive Director, Ampella Mining Limited
14 March 2012

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Explanatory Statement

1. Introduction

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 11 am (WST) on Friday 13 April 2012, at the office of Ampella Mining Limited, Suite 22, 513 Hay Street, Subiaco, Western Australia.
This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Statement is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.
A Proxy Form is located at the end of the Explanatory Statement.

2. Action to be taken by Shareholders

Shareholders should read this Explanatory Statement carefully before deciding how to vote on the Resolutions.
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Background

On 24 February 2012, the Company announced that it has raised $47,000,000 (before costs) via a private placement to institutional and sophisticated investors and a fully underwritten share purchase plan (Capital Raising).
The Capital Raising will be undertaken in three tranches as follows:
(a) tranche 1 consists of the issue of 30,769,232 Shares to Australian, North American and European based institutional and sophisticated investors at $1.30 per Share to raise $40,000,000 (before costs) (Prior Placement). The Prior Placement comprised:
a. 23,076,924 Shares were issued on 29 February 2012 to Australian, North American and European based institutional and sophisticated investors; and
b. 7,692,308 Shares will be issued to Taurus Funds Management on or about
21 March 2012.
These Shares were issued under the Company's 15% limit permitted under
Listing Rule 7.1;
(b) tranche 2 consists of the issue of 3,846,153 Shares to Taurus Funds Management at $1.30 per Share to raise $5,000,000 (before costs) (Placement Shares). The Placement Shares are subject to shareholder approval; and
(c) tranche 3 consists of the issue of 3,846,153 Shares to eligible Shareholders via a share purchase plan (SPP Shares) pursuant to which eligible Shareholders will be offered an opportunity to subscribe for Shares at $1.30 per Share up to a maximum of $15,000 per Shareholder (11,538 Shares) to raise a total of up to
$5,000,000 (before costs) (Share Purchase Plan).
Following completion of the Prior Placement and the issue of the Placement Shares, Taurus Funds Management will hold approximately 11,500,000 Shares representing approximately 4.7% of the Company's issued capital. Taurus Funds Management is an independent global fund manager that specialises in investment products based on natural resources industry.

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Explanatory Statement

The funds raised from the Capital Raising will be used to provide general working capital and allow the Company to advance its exploration activities and feasibility studies at the Company's Batie West Project in Burkina Faso.

4. Resolution 1 - Ratification of Prior Placement

4.1 General

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of
30,769,232 Shares each at an issue price of $1.30 to institutional and sophisticated investors who are not related parties or associates of related parties of the Company to raise approximately $40,000,000.

4.2 Listing rule 7.4

The Shares issued under the Prior Placement were issued within the Company's 15%
annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.
The effect of Shareholders passing Resolution 1 by ratifying the issue of the Shares under the Prior Placement will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months.
Resolution 1 is an ordinary resolution.

4.3 Specific Information Required by Listing Rule 7.5

For the purposes of Shareholder approval of the Prior Placement and the requirements of
Listing Rule 7.5, information is provided as follows:
(a) 30,769,232 Shares were issued as follows:
(i) 23,076,924 Shares were issued on 29 February 2012; and
(ii) 7,692,308 Shares will be issued to Taurus Funds Management on or about 21
March 2012;
(b) the Shares were issued at $1.30 per Share;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing shares on issue;
(d) the Shares were issued to sophisticated and institutional investors in Australia, North America and Europe, who were not related parities or associates of related parties of the Company; and
(e) the proceeds from the issue of Shares will be used to provide working capital and allow the Company to expedite the commencement of exploration activities and feasibility studies at the Company's Batie West Project in Burkina Faso; and
(f) a voting exclusion statement is included in the Notice.

5. Resolution 2 - Authority to Issue Placement Shares

5.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 3,846,153 Shares each at an issue price of $1.30 to raise $5,000,000 before costs.

5.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities if the number of those securities exceeds 15% of the total number of ordinary securities on issue at the commencement of that 12 month period.
Given the issue of the Placement Shares under Resolution 2 will exceed this 15% threshold and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

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Explanatory Statement

The effect of passing Resolution 2 will be to allow the Directors to issue the Placement Shares during the three month period after the Meeting (or a longer period, if allowed by ASX), without using up the Company's 15% placement capacity under Listing Rule 7.1.
Resolution 2 is an ordinary resolution.

5.3 Specific Information Required by ASX Listing Rule 7.3

For the purposes of shareholder approval of the issue of the Placement Shares and the requirements of Listing Rule 7.3, information is provided as follows:
(a) the maximum number of Shares the Company can issue under Resolution 2 is
3,846,153 Shares;
(b) the Company will issue the Placement Shares no later than 3 months after the date of the General Meeting (or such longer period of time as ASX may in its discretion allow);
(c) the Placement Shares will be issued at a price of $1.30 per Share;
(d) the Placement Shares will be issued to Taurus Funds Management who is not related a party or an associate of a related party of the Company;
(e) the Placement Shares are ordinary listed fully paid shares in the capital of the
Company and will rank pari passu with existing Shares;
(f) the proceeds from the issue of Placement Shares will be used to provide working capital and allow the Company to expedite the commencement of exploration activities and feasibility studies at the Company's Batie West Project in Burkina Faso;
(g) the issue of the Placement Shares will occur progressively; and
(h) a voting exclusion statement is included in the Notice.

6 Resolution 3 - Authority to Issue Shares to the Underwriter of Share Purchase Plan

6.1 General

The Company has entered into an underwriting agreement with Patersons Securities
Limited (Patersons) pursuant to which Patersons has agreed to underwrite up to
1,538,462 Shares under the Share Purchase Plan (Underwritten Shares) and up to an amount of $2,000,000. Patersons will be paid a 4% underwriting fee and a 1% management fee of the underwritten amount.
The Underwritten Shares will be issued to Patersons to the extent that there is a shortfall in the subscription of the SPP Shares by Shareholders under the Share Purchase Plan.
The effect of passing Resolution 3 will be to allow the Directors to issue the Underwritten Shares to Patersons (or its nominees) during the three month period after the Meeting (or a longer period, if allowed by ASX) in the event there is a shortfall in the subscription of the SPP Shares by Shareholders without using up the Company's 15% placement capacity under Listing Rule 7.1.
If Shareholders do not approve Resolution 3 but approve Resolution 1, the Company intends to issue the Underwritten Shares pursuant to the Company's 15% placement capacity in accordance with Listing Rule 7.1.

6.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities if the number of those securities exceeds 15% of the total number of ordinary securities on issue at the commencement of that 12 month period.
Listing Rule 7.2 Exception 15 which provides an exception to Listing Rule 7.1 for issue of shares under a share purchase plan does not apply if the issue is to an underwriter.

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Explanatory Statement

Accordingly, Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Underwritten Shares to Patersons.
Resolution 3 is an ordinary resolution.

6.3 Specific Information Required by ASX Listing Rule 7.3

For the purposes of shareholder approval of the issue of the Underwritten Shares and the requirements of Listing Rule 7.3, information is provided as follows:
(i) the maximum number of Shares the Company can issue under Resolution 3 is
1,538,462 Shares;
(j) the Company will issue the Underwritten Shares no later than 3 months after the date of the General Meeting (or such longer period of time as ASX may in its discretion allow);
(k) the Underwritten Shares will be issued at a price of $1.30 per Share; (l) the Underwritten Shares will be issued to Patersons or its nominee;
(m) the Underwritten Shares are ordinary listed fully paid shares in the capital of the
Company and will rank pari passu with existing Shares;
(n) the proceeds from the issue of Underwritten Shares will be used to provide working capital and allow the Company to expedite the commencement of exploration activities and feasibility studies at the Company's Batie West Project in Burkina Faso;
(o) the issue of the Underwritten Shares will occur progressively; and
(p) a voting exclusion statement is included in the Notice.

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Schedule 1 - Glossary

In this Explanatory Statement and Notice, the following terms have the following meaning unless the context otherwise requires:

Ampella and Company means Ampella Mining Ltd ACN 121 152 001.

ASX means ASX Limited ACN 009 624 691 and, where the context permits, the Australian

Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Capital Raising has the meaning in Section 3.

Chair or Chairman means the person appointed to chair the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement to the Notice.

General Meeting and Meeting has the meaning given in the introductory paragraph of the Notice.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting. Patersons has the meaning in Section 6.1. Placement Shares has the meaning in Section 3. Prior Placement has the meaning in Section 3.

Proxy Form means the proxy form attached to the Notice. Resolution means a resolution contained in this Notice. Schedule means a schedule to this Notice.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Share Purchase Plan has the meaning in Section 3. Shareholder means a shareholder of the Company. SPP Shares has the meaning in Section 3. Underwritten Shares has the meaning in Section 6.1.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Explanatory Statement and Notice, words importing the singular include the plural and vice versa.

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