Deep Yellow : EGM Notice 28Feb17_Proxy Form

ASX Announcement‌

ASX: DYL

25 January 2017

Notice of Extraordinary General Meeting Deep Yellow Limited ('Deep Yellow' or the 'Company') (ASX:DYL) refers to the announcement made on 18 January 2017 noting the completion of a detailed strategic review and specifically the Board's resolve to move to consolidate the issued capital of the Company on the basis of one (1) share for every twenty

(20) shares currently held.

Attached is a Notice for the Extraordinary General Meeting to be held on 28 February 2017. The Notice has been mailed to shareholders today by the Company's mail house.

The Board believes that the share consolidation is in the best interest of the shareholders and notes that Sprott affiliated shareholders along with other major shareholders have indicated their support.

Yours faithfully

MARK PITTS Company Secretary

Unit 1, Spectrum Building, 100-104 Railway Road, Subiaco, WA 6008 Tel: [phone] / Fax: [phone] / ABN 97 006 391 948

Email: [e-mail] / Website: www.deepyellow.com.au

NOTICE OF EXTRAORDINARY GENERAL MEETING (Includes Explanatory Memorandum) DATE OF MEETING: Tuesday, 28 February 2017 TIME OF MEETING: 11:00am WST PLACE OF MEETING: THE EY BUILDING SMITH BEACH ROOM Level 5, 11 Mounts Bay Road, Perth, Western Australia

For clarity, the EY Building is located next to the Perth Busport at Elizabeth Quay on the upper level.

This Notice of Extraordinary General Meeting and Explanatory Memorandum 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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Shareholders of Deep Yellow Limited ('Company') will be held at the Smith Beach Room, EY Building, Level 5, 11 Mounts Bay Road, Perth, Western Australia on Tuesday, 28 February 2017 at 11:00am WST.

The Explanatory Memorandum to this Notice of Meeting is incorporated in, comprises part of and should be read in conjunction with this Notice of Meeting.

AGENDA RESOLUTION 1 CONSOLIDATION OF CAPITAL

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

"That, for the purpose of Section 254H of the Corporations Act and the Company's Constitution and for all other purposes, with effect from the date this Resolution is passed (or such other date that is notified to the ASX by the Company), approval is given for the Company to consolidate its issued capital on the basis that:

1. the then issued capital of the Company be consolidated on the basis that every twenty fully paid ordinary shares (Shares) in the capital of the Company be consolidated into one fully paid ordinary share;

2. the Performance Share Rights on issue be adjusted in accordance with Listing Rule 7.21; and

3. where the number of Shares or Performance Share Rights held by a member of the Company as a result of the consolidation effected by paragraph (a) and (b) of this resolution includes any fraction of a Share or Performance Share Rights, that fraction be cancelled and extinguished."

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Company's Constitution and the Corporations Act.

By order of the Board

Mark Pitts

Company Secretary Dated: 18 January 2017

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