PILBARA MINERALS LIMITED ACN 112 425 788 NOTICE OF GENERAL MEETING TIME: 11:30am (AEST) DATE: Friday 17 May 2013 PLACE: The Sofitel Hotel Edwin Flack Room 61 – 101 Phillip Street Sydney This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company on (+61 2) 8252 9223. C O N T E N T S P A G E Notice of General Meeting (setting out the proposed Resolutions) 3 Explanatory Statement (explaining the proposed Resolutions) 11 Glossary 39 Schedule 1 – Independent Expert’s Report Schedule 2 – Independent Geologist’s Report Schedule 3 – Solicitor’s Tenements Report Proxy Form Enclosed T I M E A N D P L A C E O F M E E T I N G A N D H O W T O V O T E VENUE The General Meeting of the Shareholders to which this Notice relates will be held at 11:30am (AEST) on 17 May 2013 at: The Sofitel Hotel Edwin Flack Room 61 – 101 Phillip Street Sydney YOUR VOTE IS IMPORTANT The business of the General Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the General Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time, and in accordance with the instructions, set out on the Proxy Form. ELIGABILITY TO VOTE For the purposes of Regulation 7.11.37 of the Corporations Regulations, the Directors have determined that persons registered as Shareholders on the Company’s register at 11:30am AEST on 15 May 2013 will be entitled to attend and vote at the General Meeting. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting. On a show of hands every Shareholder has one vote, and on a poll, every Shareholder has one vote for each Share held. Voting Intentions of the Chairman The Chairman intends to vote all undirected proxies in favour of the relevant Resolution(s). 3 N O T I C E O F G E N E R A L M E E T I N G Notice is given that a General Meeting of Shareholders will be held at 11:30am (AEST) on 17 May 2013 at The Sofitel Hotel, Edwin Flack Room, 61 – 101 Phillip Street, Sydney. The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are 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 General Meeting are those who are registered Shareholders at 11:30am (AEST) on 15 May 2013. Terms and abbreviations used in this Notice are defined in the Glossary. BACKGROUND AND SUMMARY The Board believes that the purchase of Sturt Resources Ltd (Sturt) will provide a very good opportunity for Shareholders to add significant value to their Pilbara shareholding. Sturt owns interests in, and has rights to acquire interests in, a range of projects in Papua New Guinea. Theses interests comprise two major projects: The Malaumanda Project, situated in and around the Malaumanda village in the north central highlands; and Tamo Project, situated approximately 100 km east of the Malaumanda Project. The Directors are seeking your permission to purchase the entire issued capital of Sturt, by issuing 129,600,000 Pilbara shares to Sturt Shareholders, with a further 32,400,000 payable to Sturt’s joint venture partner in the Tamo Project, subject to renewal of EL 1453, and other conditions. Further details in respect of this proposed acquisition are set out in the Explanatory Statement. To fund the projected work program, the Company intends to conduct a rights issue to raise up to approximately $1.6 million, the details of which will be circulated to shareholders in the near future. Sturt’s Assets The Malaumanda Project Sturt’s main assets are interests (ranging from 60% to 100%, see figure 3) in a number of highly prospective gold tenements in the Malaumanda region. Together these tenements cover almost 4,300 Sq. km. Pilbara considers that EL 1989, part of the Malaumanda Project, is the most prospective tenement held by Sturt. Sturt has already earned a 60% interest in EL 1989 and expended approximately $1.1 million on this tenement (of the required $1.9 million required to be spent to earn an 80% joint venture interest). The funds raised under the proposed rights issue will enable Sturt (owned 100% by Pilbara) to increase its interest in EL 1989 from 60% to 80%. The Tamo Project Situated approximately 100 km to the east of the Malaumanda Project is the Tamo Project. Sturt has the rights to acquire up to a 70% interest in a joint venture with a B&T PNG (a Korean owned company) and local landowner group. Figure 1 Location of Tenements Pilbara Minerals Limited 4 Figure 2 Structure of Sturt Resources Figure 3 Status of Sturt’s Interests in PNG – March 2013 Pilbara Minerals Limited 5 Budget The Company proposes to fund the work program by raising up to approximately $1.6 million in a rights issue. The funds will be applied in the following way: Balance of FY Item/Project FY to June 2014 Notes to June 2013 Corporate Australia Office $55,000 $300,000 PNG Office $25,000 $100,000 At least two thirds of this will go towards joint venture expenses for EL 1989 Total Corporate $80,000 $400,000 Exploration PNG Projects EL 1989 $ 120,000 $700,000 This plus % of PNG office take Pilbara’s interest to 80% EL 1915 $5,000 $120,000 Minimum expenditure West Pilbara $-140,000 $20,000 Fox joint venture payment of $150K Total Geology -$15,000 $840,000 Total Net Expenditure $65,000 $1,240,000 Key Risks A non-exhaustive summary of the key risks associated with the Acquisition are set out below. Further details of the risks factors, advantages and disadvantages of the Acquisition are set out in the Explanatory Statement. Inaccuracies in the public records in respect of Sturt and its subsidiaries: Sturt PNG, NGMPNG and Star PNG (through whom the interests in the PNG Tenements are held) may affect the interests Pilbara will acquire in the PNG Tenements as a result of the Acquisition. Any failure by Sturt or its subsidiaries to comply with the provisions of the Investment Promotion Act 1992 (PNG), including incomplete or inaccurate certification, is an offence, and contracts, agreements or understandings entered into under such circumstances may be declared unlawful or void on application to a court in certain circumstances. Further, Sturt PNG, NGMPNG and Star PNG may not be in compliance with all of the terms and conditions of their Investment Promotion Authority (IPA) certification, which means that there is a risk that the IPA may issue a notice of suspension or cancellation of the certificates granted to Sturt PNG, New Global and Star PNG to carry on business in PNG. A search of the Register of Tenements, maintained under the Mining Act, shows that none of the Joint Venture Agreements are registered on the title of the relevant PNG Tenement. Under the Mining Act no legal or equitable interest is created, assigned or otherwise dealt with by an instrument, either directly or indirectly, unless and until the instrument has been approved by the Minister and registered under the Mining Act. To the extent that Sturt’s interests in the PNG Tenements are not registered on the respective licences and are contractual only, there is a risk that such interests are not valid until the relevant agreement is registered against the respective PNG Tenement. Pilbara may need to raise debt and/or equity from time to time in relation to the funding of the PNG Tenements, the WA Tenements and for general working capital purposes. There is no guarantee that funding will be available, or that it will be available on acceptable terms. Pilbara Minerals Limited 6 Further Information In addition to the Explanatory Statement, the documents attached to this Notice, namely the Solicitor’s Tenements Report, the Independent Geologist’s Report and the Independent Expert’s Report, will provide you with further details relevant to the proposed transaction. The Board is unanimous in recommending the Acquisition and we are ready and willing to discuss any questions you may have. Regards Gavan H Farley Executive Director Pilbara Minerals Limited 7 AGENDA RESOLUTION 1 – APPROVAL OF CHANGE TO SCALE OF ACTIVITIES To consider, and, if thought fit, to pass the following Resolution as an ordinary resolution: “That, subject to the passing of Resolution 2 and 3, for the purposes of Listing Rule 11.1.2 and for all other purposes, the Company be authorised to make a significant change in the scale of its activities by acquiring all of the issued capital of Sturt.” Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by any person, or any associate of those persons, who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However, the Company need not disregard a vote if: it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the person chairing the meeting 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.