Notice of meeting

The Annual General Meeting of Atlantic Gold NL ACN 062 091 909 (Company) will be held on
Thursday 31 July 2014
Launceston Room, Lower Ground Floor North Wing,
The Menzies Hotel, 14 Carrington Street, Sydney NSW 2000
The Annual General Meeting will commence at 11:30 am (Sydney time) or immediately after the extraordinary general meeting (EGM) of the shareholders of the Company to consider and, if thought fit, approve the sale of DDV Gold Limited to Spur Ventures Inc. (whichever is later).
The EGM will be held on Thursday 31 July 2014 at 11:00 am (Sydney time) or immediately after the scheme meeting (Scheme Meeting) to consider, and if thought fit, approve the proposed scheme of arrangement between the Company and its shareholders (whichever is later). Further details in relation to the EGM and the Scheme Meeting can be found in the Scheme Booklet dated 26 June 2014 and despatched to shareholders on 30 June 2014.
This Notice should be read in conjunction with the attached Explanatory Statement and is accompanied by a Proxy form for those Shareholders wishing to vote by proxy. Please follow the instructions at the end of the Proxy Form carefully.

Business

1 Financial Statements and Report

To receive and consider the annual financial report of the Company, Directors' report and auditor's report in respect of the financial year ended 31 December 2013.

Note: there is no requirement for shareholders to approve these reports.

2 Re-elect R J Hawkes as a director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"To re-elect as a director Mr Ronald Joseph Hawkes who is retiring under the provisions of
Article 20.2 Rotation of Directors and is eligible for re-election."

3 Approval for prior placement of shares to Avalon Ventures Corporation

To consider and if thought fit to pass the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 7.4 and all other purposes, the issue of 75,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 2.5 cents per share on
2 October 2013 is approved and ratified."
A voting exclusion statement in respect of this resolution is set out in the attached Explanatory Statement.

4 Remuneration Report

To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"To adopt the remuneration report of the Company for the year ended 31 December 2013."
A voting exclusion statement in respect of this resolution is contained in the Explanatory Statement.
As required by the Corporations Act, no member of the Company's Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of any such

Atlantic Gold NL Annual General Meeting 31 July 2014 Page 1

member, may vote in any capacity (e.g. as a shareholder, proxy or corporate representative) on the proposed resolution in Item 4 unless:

The person votes as a proxy appointed in writing that specifies how the person is to vote on the proposed resolution in Item 4; and

The vote is not cast on behalf of any such member or Closely Related Party of any such member. The prohibition in the Corporations Act on members of the Company's Key Management Personnel voting

does not apply to the Chairman of the meeting as proxy for a member entitled to vote where the proxy appointment expressly authorises the Chairman of the Meeting to vote.

Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.

5 Holding a Spill Meeting

Item 5 will be considered at the AGM only if 25% or more of the votes cast on Item 4 are against the adoption of the Remuneration Report. The Explanatory Statement further explains the circumstances in which Item 5 will be put to the meeting.
If the condition (described above) is satisfied, to consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That as required by the Corporations Act:
(a) A meeting of the company's members be held within 90 days of the date of the 2014 Annual
General Meeting (the spill meeting);
(b) Each of Mr Ronald Hawkes, Mr Walter Bucknell, Mr Rodney Hanson and Mr Robert Symons cease to hold office immediately before the end of the spill meeting; and
(c) Resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting."
This resolution assumes that Mr Ronald Hawkes is re-elected at this AGM.
A voting exclusion statement in respect of this resolution is contained in the Explanatory Statement.
As required by the Corporations Act, no member of the Company's Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of any such member, may vote in any capacity (e.g. as a shareholder, proxy or corporate representative) on the proposed resolution in Item 5 unless:

The person votes as a proxy appointed in writing that specifies how the person is to vote on the proposed resolution in Item 5; and

The vote is not cast on behalf of any such member or Closely Related Party of any such member. The prohibition in the Corporations Act on members of the Company's Key Management Personnel voting


does not apply to the Chairman of the meeting as proxy for a member entitled to vote where the proxy appointment expressly authorises the Chairman of the Meeting to vote.
By order of the Board
J Fidler
Company Secretary
30 June 2014

Atlantic Gold NL Annual General Meeting 31 July 2014 Page 2

Explanatory Statement

This Explanatory Statement forms part of the Notice of Annual General Meeting and should be read in conjunction with it.
This Explanatory Statement has been prepared for the shareholders of Atlantic Gold NL (Company) to provide information about the items of business to be considered at the 2014 Annual General Meeting of shareholders to be held on Thursday 31 July 2014 at 11:30 am or immediately after the EGM (whichever is later). The EGM will be held at 11:00 am or immediately after the Scheme Meeting (whichever is later). The Annual General Meeting will be held at Launceston Room, Lower Ground Floor North Wing, The Menzies Hotel, 14 Carrington Street, Sydney NSW 2000 (AGM).

BUSINESS

Item 1 - Financial Statements and Reports

Section 317 of the Corporations Act 2001 (Cth) (Corporations Act) requires the Company to lay before the AGM the financial report and the reports of the directors and the auditor for the last financial year that ended before the AGM (Reports). The shareholders are not required to pass a resolution in respect of these Reports, however shareholders will be given a reasonable opportunity to ask questions and to make comments on the Reports and the management and performance of the Company.
The Company's auditor or its representative will be present at the AGM and shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.
In accordance with section 250PA of the Corporations Act, Shareholders who are entitled to vote at the AGM may submit written questions to the auditor on the content of the auditor's report or the conduct of the audit of the annual financial report to be considered at the AGM. Questions for the auditor must be submitted to the registered office of the Company no later than 5 business days before the day on which the AGM is held
As a result of legislative changes, the 2013 annual report has not been automatically mailed to all Shareholders. The 2013 Annual Report can be accessed on the Company's website at www.atlanticgold.com.au.

Item 2 - Re-elect R J Hawkes as a director

Mr Hawkes BSc, FAusIMM, FGAC was elected a director of the company on 18 January 1999. Mr Hawkes has
49 years' experience in the mining industry and was formerly the Managing Director of Plutonic Resources
Limited. He is a member of the Audit Committee and the Remuneration Committee.

Item 3 - Approval for prior issue of shares to Avalon Ventures Corporation

On 12 September 2013, the Company announced it had entered into a placement agreement for the issue of 75 million ordinary shares to Avalon Ventures Corporation (Avalon Ventures Corporation), at 2.5 cents per share to raise $1,875,000 (Avalon Placement Agreement) for general working capital purposes of the Company. The shares issued pursuant to the Avalon Placement Agreement will result in Avalon Ventures Corporation holding voting rights of 9.01% of the total voting rights in the Company.
ASX Listing Rule 7.1 provides that, in respect of issuing equity securities, a company may issue up to 15% of the number of fully paid ordinary shares on issue in the Company in any 12 month period, without requiring shareholder approval. ASX Listing Rule 7.4 permits a company which makes an issue of securities (for example, options or shares) pursuant to ASX Listing Rule 7.1 to obtain retrospective shareholder approval for the issue thereby "refreshing" the company's ability to make further issues of securities under the 15% threshold without obtaining shareholder approval.

Atlantic Gold NL Annual General Meeting 31 July 2014 Page 3

At the time of issuing the shares pursuant to the Avalon Ventures Corporation Placement Agreement, the Company determined that the share issue did not require shareholder approval under ASX Listing Rule 7.1, as the shares issued did not exceed 15% of the total number of fully paid ordinary shares on issue in the Company.
To refresh the Company's capacity to issue further securities pursuant to ASX Listing Rule 7.1, shareholder approval is sought for the prior issue of 75,000,000 fully paid ordinary shares to Avalon Ventures Corporation.

Voting exclusion statement

In accordance with the ASX Listing Rules the Company will disregard any votes cast by Avalon Ventures
Corporation or any associate of Avalon Ventures Corporation. However the Company need not disregard any vote if:

it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

it is cast by the Chairman of 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.

Item 4 - Remuneration Report

The Corporations Act requires that a resolution be put to shareholders to adopt the Remuneration Report as set out in the directors' report section of the Company's 2013 Annual Report (Remuneration Report).
The Remuneration Report sets out the Company's policy on the remuneration of non-executive directors, executive directors and other specified executives (Key Management Personnel).
The vote on this resolution is advisory only and does not bind the directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies of the Company.
Shareholders will be given a reasonable opportunity to ask questions and to make comments on the
Remuneration Report at the AGM.
The Corporations Act requires that, if at least 25% of the votes cast on a resolution that the Remuneration Report be adopted are against adoption of the Remuneration Report at two consecutive annual general meetings, shareholders must vote at the second annual general meetings on a resolution (spill resolution) that another meeting (spill meeting) be held within 90 days at which all of the directors who were directors of the Company when the resolution to make the directors' report considered at the second annual general meeting was passed (other than the Managing Director) must stand for re-election.

Voting exclusion statement

A vote on Resolution 4 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member (Excluded Member).
However, a vote may be cast by an Excluded Member if:

the vote is cast by the Excluded Member as a proxy appointed by writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of an Excluded Member; or

the vote is cast by the Chairman of the AGM pursuant to an express authorisation to exercise the proxy.

If you appoint the Chairman of the AGM as your proxy or the Chairman is appointed as your proxy by default but you have not directed the Chairman how to vote, you will be taken to have expressly authorised the Chairman to exercise the proxy, even though the resolution is connected directly or indirectly with the remuneration of key management personnel.

Atlantic Gold NL Annual General Meeting 31 July 2014 Page 4

Key management personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company and its controlled entities directly or indirectly including any Director (whether executive or otherwise).
A "closely related party" of a member of the Key Management Personnel means any of the following:

a spouse, child or dependant of the member;

a child or dependant of the member's spouse;

anyone else who is one of the member's family and may be expected to influence, or be influenced by, the member in the member's dealings with the Company;

a company the member controls; or

a person prescribed by regulations (as at the date of this notice, no additional persons have been prescribed by regulation).

Item 5 - Holding a Spill Meeting

At the Company's 2013 Annual General Meeting more than 25% of the votes were cast against the Remuneration Report. Therefore in accordance with the Corporations Act, if more than 25% of the votes cast on Item 4 are voted against adoption of the Remuneration Report at this AGM, the Company will be required to put to Shareholders a resolution at this AGM proposing calling of a general meeting to consider the appointment of directors of the Company - Item 5 (Spill Resolution). If more than 50% of shareholders vote in favour of the Spill Resolution at this AGM, the company must convene a general
meeting (Spill Meeting) within 90 days of the Company's 2014 AGM. All of the Directors who were in office when the Company's 2013 Director's report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re- election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will become Directors of the Company.

Atlantic Gold NL Annual General Meeting 31 July 2014 Page 5

Corporate representatives

A corporation may elect to appoint a representative to exercise its powers at meetings of a company's members. Unless otherwise specified, the representative may exercise on the corporation's behalf all of the powers that the body could exercise at a meeting or in voting on a resolution. A company that wishes to appoint a corporate representative to vote on its behalf at the Annual General Meeting of Atlantic Gold NL should complete and sign the following Certificate in accordance with its constitution. The representative should lodge this Certificate at the shareholder registration desk at the Annual General Meeting.

1 Certificate of Appointment of Corporate Representative

pursuant to section 250D of the Corporations Act 2001

We ............................................................................................................................................ ('the Company')

Please use block letters

hereby certify that ................................................................................................................................................... was appointed by resolution of the Board of Directors of the Company to be its representative:

at all meetings of shareholders of Atlantic Gold NL

at the 2014 Annual General Meeting of Atlantic Gold NL on 31 July 2014.

Dated this ........................................................... day of ........................................................................... 2014

Signed on behalf of the Company

in accordance with its constitution by:

.........................................................................

Director

......................................................................... Common Seal

Director/Secretary (if applicable)

.........................................................................

Sole Director

Proxy Votes

A shareholder of Atlantic Gold NL entitled to attend and vote at this meeting may appoint a person or a corporation as the shareholder's proxy to attend and vote for the shareholder at the meeting. A proxy may, but need not be, a shareholder of the Company.

If the shareholder is entitled to cast two or more votes at this meeting the shareholder may appoint not more than two proxies. Where the shareholder appoints more than one proxy, the shareholder may specify the proportion or number of votes each proxy is appointed to exercise.

If such proportion or number of votes is not specified each proxy may exercise half of the shareholder's votes

(disregarding fractions).

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) must be lodged by 11:30 am on Tuesday 29 July 2014. Proxies lodged after this time will be invalid.

Proxies may be posted or delivered to Computershare Investor Services Pty Ltd GPO Box 242

Melbourne Vic 3001 Australia

or sent by facsimile to

within Australia 1800-783 447

outside Australia +61-3-9473 2555

Voting entitlements

For the purposes of voting at this meeting, the directors have determined that the shareholding of each shareholder for the purposes of ascertaining voting entitlements for this meeting will be as it appears in the share register at 7.00 pm on Tuesday 29 July 2014. Accordingly, transactions registered after this time will be

disregarded in determining entitlement to vote at this meeting.

Atlantic Gold NL Annual General Meeting 31 July 2014 Page 6

Atlantic Gold NL

ABN 82 062 091 909

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited

GPO BOX 1282 Melbourne

VIC 8060 Australia

T 000001

000 ATV

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

For Intermediary Online subscribers only

(custodians) www.intermediaryonline.com

For all enquiries call: (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 11:30 am Tuesday 29 July 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or

100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

www.investorcentre.com

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act

2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your

SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise



your broker of any changes.

I 9999999999

I N D


Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf XX

I/We being a member/s of Atlantic Gold NL hereby appoint


the Chairman OR

of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy

to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, and at any adjournment or postponement of that meeting, as the proxy sees fit) at the Annual General Meeting of Atlantic Gold NL to be held at Launceston Room, Lower Ground Floor North Wing, The Menzies Hotel, 14 Carrington Street, Sydney NSW 2000 on Thursday 31 July at 11:30 am or immediately after the EGM (whichever is later). The EGM will be held at 11:00 am or immediately after the Scheme Meeting (whichever is later).

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 4 and 5 (except where I/we have indicated a different voting intention below) even though Items 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Item 5 where the Chairman of the Meeting will be voting against.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 4 and 5 by marking the appropriate box in step 2 below.

STEP 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

2 Re-elect R J Hawkes as a director

3 Approval for prior placement of shares to Avalon Ventures Corporation

4 To adopt the remuneration report for the year ended 31 December 2013


CONTINGENT BUSINESS

5 Holding a Spill Meeting

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business with the exception of Item 5 where the Chairman of the Meeting will be voting against.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3



Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact

Name

Contact

Daytime / /

Telephone Date



A T V 1 7 9 7 1 4 A

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