RESOURCE MINING : Notice of General Meeting and Explanatory Memorandum to Shareholders

ABN 97 008 045 083‌‌

Notice of General Meeting and Explanatory Memorandum to Shareholders

Date of Meeting Friday 13 January 2017Time of Meeting

10:30 am (WST)

Place of Meeting

702 Murray Street, West Perth WA 6005

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

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

Resource Mining Corporation Limited ABN 97 008 045 083 Notice of General Meeting

Notice is given that a General Meeting of Shareholders of Resource Mining Corporation Limited ABN 97 008 045 083 (Company) will be held at 702 Murray Street, West Perth WA 6005 on Friday 13 January 2017 at 10:30 am (WST) for the purpose of transacting the following business referred to in this Notice of General Meeting.

Agenda

1 Resolution 1 - Approval to amend Convertible Notes held by Sinom (Hong Kong) Limited

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, the Convertible Notes held by Sinom (Hong Kong) Limited be amended on the terms set out the Explanatory Memorandum (including Annexure A)."

Voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by Sinom (Hong Kong) Limited and any Associate of Sinom (Hong Kong) Limited. However, the Company need not disregard a vote if it is cast by:

1. a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

2. the person chairing the Meeting as proxy for person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

By order of the Board

Warwick Davies Managing Director

Dated: 12 December 2016

How to vote

Shareholders can vote by either:

• attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

  Voting in person (or by attorney)

  Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

  Voting by a Corporation

  A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

  Voting by proxy

• A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

• Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of

  the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support the Resolution proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to the proposed Resolution. However, in exceptional circumstances, the Chair of the Meeting may change his voting intention, in which case an ASX announcement will be made. These rules are explained in this Notice.

• To be effective, proxies must be received by 10:30am (WST) on Wednesday 11 January 2017. Proxies received after this time will be invalid.

• Proxies may be lodged using any of the following methods:

  • by returning a completed Proxy Form in person or by post to:

    Resource Mining Corporation Limited 702 Murray Street

    West Perth 6005

  • by emailing the completed Proxy Form to: [e-mail]

  • by faxing a completed Proxy Form to 08 9213 9444

The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10:30am (WST) on Wednesday 11 January 2017. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5:00pm (WST) on Wednesday 11 January 2017.

Resource Mining Corporation Limited ABN 97 008 045 083 Explanatory Memorandum

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolution contained in the accompanying Notice of General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

Resolution 1 - Approval to amend Convertible Notes held by Sinom (Hong Kong) Limited Background:

Following receipt of Shareholder approval at the Company's 2014 annual general meeting (2014 AGM), the Company issued two Convertible Notes to Sinom (Hong Kong) Limited (Sinom)1. At the time of issue of the Convertible Notes, the Company had an outstanding facility with Sinom, which was deemed to have been repaid upon issue of the Convertible Notes.

The Convertible Notes were each issued at an issue price of $1,000,000 and each one convertible into 5,000,000 shares at a deemed conversion price of $0.20 per Share. The Convertible Notes were issued on 3rdDecember 2014 and 23rdDecember 2014 respectively.

The Convertible Notes both matured on 14 October 2016. The current terms of the Convertible Notes provide that:

1. subject to receipt of all necessary approvals (including any required Shareholder approval), the Convertible Notes are convertible within 3 months following the maturity date (ie: by 14 January 2017); and

2. if the approvals noted in (a) above are not obtained within 3 months following the maturity date (ie: by 14 January 2017), the Convertible Notes are redeemable on that date.

Sinom currently has voting power of 45%. Separate to the Convertible Notes, Sinom has made available to the Company interest free, unsecured loans which are repayable in full on or before 31 December 2017. As at the date of this Notice,

$1,782,000 is owing pursuant to the loans.

Proposed amendments:

Subject to receipt of Shareholder approval, the Company and Sinom have agreed to extend the 3 month period noted in (a) and

(b) above by 24 months (ie: to 14 January 2019). Annexure A sets out the original terms of the Convertible Notes (sections 1 to

10) with the proposed amendments shown in mark up (Proposed Amendments). Assuming Shareholders approve the Proposed Amendments, the Proposed Amendments will take effect at the close of the Meeting. The other terms of the Convertible Notes will remain unchanged, and include:

1. the Convertible Notes were issued at an issue price of $1,000,000 for each note;

2. no interest is payable on the Convertible Notes;

3. the Convertible Notes are unsecured; and

4. the Convertible Notes are convertible into 5,000,000 Shares each at a deemed conversion price of $0.20 per Share.

The Directors (in the absence of Mr Zhang Chi) consider the Proposed Amendments to be in the best interests of the Company as they will defer conversion or redemption of the Convertible Notes to a later date.

1 Sinom is controlled by Mr Zhang (Andy) Chi, a Director. Sinom is therefore a related party of the Company.