Mindoro Resources Ltd. has sent notice to registered and beneficial shareholders of record on April 24, 2015 that an annual and special meeting of shareholders will be held in the Ramada Hotel Downtown Calgary, 708 8th Avenue SW, Calgary, Alberta on June 12, 2015 at 10:30 AM (Calgary time).

MEETING DATE AND LOCATION

When:	Friday, June 12, 2015 at 10:30 AM (Calgary time)
Where:	Ramada Hotel Downtown Calgary 708 8th Avenue SW Calgary AB T2P 1H2

SHAREHOLDERS ARE BEING ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS AT THE MEETING:

1. receiving and considering the audited financial statements and the auditor's report for the year ended December 31, 2014;
2. electing the directors (see section 5.2 of the Information Circular);
3. appointing the auditors and authorizing the directors to fix their remuneration (see section 5.3 of the Information Circular);
4. approving the Stock Option Plan (see Section 5.4 of the Information Circular);
5. approving by special resolution a proposed share consolidation (see Section 5.5 of the Information Circular);
6. approving and ratifying Prime Resources Holdings, Inc. as a new "Control Person" under the rules of the TSX Venture Exchange (see Section 5.6 of the Information Circular); and
7. transacting such other business as may properly be brought before the Meeting or any adjournment thereof.

SHAREHOLDERS ARE REMINDED TO VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

MEETING MATERIALS

• Notice of Annual and Special Meeting of Shareholders
• Form of Proxy
• Management Information Circular
• Registered Shareholder Mail List Request Form
• Beneficial Shareholder Mail List Request Form

VOTING

Beneficial shareholders: are asked to return their voting instruction forms in accordance with the deadline and instructions noted on the voting instruction form.

Registered Shareholders: are asked to return their proxies no later than Wednesday, June 10, 2015 at 10:30 AM (CalgaryTime) or if the meeting is adjourned or postponed no later than 48 hours prior to such adjourned or postponed Meeting (excluding Saturdays, Sundays and holidays).

Proxies may be returned by the following methods:

Internet:	https://proxy.valianttrust.com
Facsimile:	+1.403.233.2857
Mail:	Valiant Trust Company Proxy Department 310-606 4 ST SW Calgary AB T2P 1T1

Alternatively, the completed form of proxy may be deposited with the Chairman of the Meeting on the day of the Meeting, or any adjournment or postponement thereof.

Click here to access the Company's 2014 AGM Materials

Our regulatory filings are available on Canada's electronic filing system for public companies (SEDAR). Click here to view.

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