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).

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.

• 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

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:

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.