28 October 2016 Notice of Annual General Meeting:Proxy Form

Citigold Corporation Limited Annual General Meeting 2016

Dear Shareholder,

I am very pleased to invite you to the Annual General Meeting of Citigold Corporation Ltd shareholders to be held on Tuesday 29 November 2016 at 2pm at Event Space 3, Rydges Fortitude Valley, 601 Gregory Terrace, Bowen Hills, QLD, 4006 Australia.

The formal Notice of the 2016 Annual General Meeting accompanies this letter.

If you are attending the Annual General Meeting registration on the day commences at 1.30pm and registration will be facilitated if you bring your Voting/Proxy Form with you. For catering purposes your prior advice of attendance to Niall Nand is appreciated.

For shareholders who are unable to attend the meeting, you may wish to vote your shares directly or appoint a proxy to act on your behalf. You may register your voting instructions by completing and returning the Voting / Proxy Form enclosed with this letter. Your Voting/Proxy Form must reach us by 12 noon Monday 28 November 2016.

Shareholders who have not elected to receive a printed copy of the 2016 Annual Report may obtain a copy from Citigold's website at www.citigold.com.

Your directors and management of Citigold look forward to seeing you at the meeting. If you require any further information, please call Niall Nand at our office on 07 3839 4041 (International [phone]).

Yours sincerely,

Mark Lynch Chairman

24 October 2016

P.S. Personally I would like to thank all shareholders for their patience and support.

Citigold Corporation Limited Notice of Annual General Meeting

Notice is hereby given that the 2016 Annual General Meeting of shareholders of Citigold Corporation Limited ("Company") will be held at Event Space 3, Rydges Fortitude Valley, 601 Gregory Terrace, Bowen Hills, Qld 4006, at 2pm on Tuesday 29 November 2016 ("Meeting"). ORDINARY BUSINESS Financial Statements and Reports

To receive and consider the Financial Report of the Company and the reports of the directors and auditors for the year ended 30 June 2016.

Resolutions

To consider and if thought fit, pass the following resolutions as ordinary resolutions:

1. Election of Dr Sibasis Acharya

   "That Dr Sibasis Acharya, who retires in accordance with the Company's Constitution and being eligible offers himself for re-election as a Director of the Company, be elected as a Director of Citigold Corporation Limited".

2. Ratification and approval of previous allotments and issue of shares for working capital

   "That, for the purpose of Listing Rule 7.4, and for all other purposes, shareholders ratify and approve the prior allotments and issue of 44,970,833 Ordinary Shares in the Company to investors in compliance with section 708 of the Corporations Act 2001, the issued shares are fully paid ordinary shares and rank equally with the existing ordinary shares on issue. Terms and conditions are set out in the Explanatory Statement accompanying the Notice of Meeting".

   There are three (3) prior allotments to be ratified and each will be put as a separate Resolution as follows: 2(a) "On 4 January 2016 the allotment of 25,075,000 shares at 2 cents per share."

   2(b) "On 3 May 2016 the allotment of 6,562,500 shares at 2c per share including a 1:4 free bonus share." 2(c) "On 5th March 2016 the allotment of 13,333,333 shares at 1.5 cents per share."

   Voting Exclusion Statement

   The Company will disregard any votes cast on any of the three (3) resolutions, namely 2(a), 2(b) or 2(c), by or on behalf of any person who participated in the issue and any associate of that person. However the Company need not disregard a vote if (a) 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 (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

3. Remuneration Report

"That the Remuneration Report for the Company for the year ended 30 June 2016 is adopted". The Remuneration Report forms part of the Directors Report in the 2016 Annual Report.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this Resolution is advisory only and does not bind the Board or the Company.

Voting Exclusion Statement

Votes cannot be cast on resolution 3 by or on behalf of a member of the Company's directors and key management personnel or any of their closely related parties (such as close family members and any controlled companies), unless the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Voting Form specifying how the proxy is to vote.

By Order of the Board

Mark Lynch Executive Chairman 24 October 2016

ANNUAL REPORT - Online

Citigold's Annual Report for the year ended 30 June 2016 will be available on the Company's website from 28 October 2016 at www.citigold.com.

VOTING ENTITLEMENTS

For the purpose of voting at the meeting, the Directors have determined that all shares in the Company are taken to be held by the persons who are registered as holding them at 12 noon on 28th November 2016. The entitlement of shareholders to vote at the meeting will be determined by reference to that time.

PROXIES

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two or more proxies and may specify the percentage of votes each proxy is appointed to exercise.

If a shareholder appoints two proxies and their appointment does not specify the proportion or number of the shareholder's votes the proxy may exercise, each proxy may exercise one half of the shareholder's votes. If a shareholder appoints two proxies, neither may vote on a show of hands.

The Voting/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.

The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received by

Mail

Citigold Corporation Ltd PO Box 1133, Fortitude Valley, Qld 4006 Australia

Facsimile

[phone] (International [phone])

By email

[e-mail]

at least 24 hours before the commencement of the Meeting or any adjournment of that Meeting.

VOTING BY CORPORATE REPRESENTATIVES

If a representative of a corporate shareholder is to attend the meeting pursuant to section 250D of the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the Meeting. A form of certificate of appointment can be obtained from the Company's share registry.

EXPLANATORY STATEMENT

The information in this document relates to the resolutions to be considered at the Annual General Meeting of shareholders of the Company (Resolutions) to be held on 29 November 2016. This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting and forms part of the Notice of Annual General meeting.

Accounts

Under the Corporations Act, the directors of Citigold must lay the Financial Report, the Directors' Report and the Auditor's Report for the Company for the year ended 30 June 2016, before the meeting.

This item does not require voting by shareholders. It is intended to provide an opportunity for shareholders to ask questions on the financial statements and reports. The auditors of the Company will be present at the meeting and available to answer any questions about the preparation and content of the auditor's report and the conduct of the audit.

Resolution 1 - Election of Dr Sibasis Acharya

In accordance with the Company's Constitution, Dr Sibasis Acharya who retires and being eligible offers himself for re-election as a Director of the Company.

Dr Acharya's qualifications include a PhD (Metallurgical Engineering), MTech (Material Science), MSc (Chemistry), and MBA (Master of Business Administration).

He is an active technical leader with over 15 years' experience in Metallurgy, Material Science and Mineral Processing across several countries. His strengths include technological development, process improvement, operations design, implementation and data analytics.

He is also a strong coach, mentor and supervisor having a long track record of executing his principal responsibilities. He brings big picture thinking, while attending to the detail of operational process, to drive managing for results focused innovation.

Uniquely combining his skills of leadership, strategic and business stewardship with high degrees of intelligence, integrity and self-confidence. Dr. Acharya's track record clearly demonstrates his abilities as a manager and decision-maker with a clear vision and a focus on efficiency, productivity and systems improvement.

Through these skill sets he can be a valuable technical advisor/director on the Board.

This is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote.

Resolutions 2(a), 2(b) & 2(c)- Ratification of Previous Issues of Shares

The Company announced placements issuing 44,970,833 Ordinary Shares in the Company to investors in compliance with section 708 of Corporations Act 2001 for working capital at issue prices and dates as follows. On the 4th of January 2016, 25,075,000 shares were issued at 2 cents per share; on the 3rd May 2016, 6,562,500 shares were issued at 2 cents per share, including a 1:4 free bonus share; and on the 5th March 2016 13,333,333 shares were issued at 1.5 cents per share.

There are three (3) prior allotments to be ratified are to be voted on individually and therefore each will be put as a separate Resolution as follows:

2(a) "On 4 January 2016 the allotment of 25,075,000 shares at 2 cents per share".

2(b) "On 3 May 2016 the allotment of 6,562,500 shares at 2c per share including a 1:4 free bonus share". 2(c) "On 5th March 2016 the allotment of 13,333,333 shares at 1.5 cents per share".

Each of the above Resolutions seek Shareholder ratification pursuant to ASX listing Rule 7.4 for the issue of the in aggregate 44,970,833 Ordinary Shares, subject of the placements. The issued shares are all fully paid ordinary shares and rank equally with the existing ordinary shares on issue.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during a 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in generally meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with Shareholder approval for the purposes of Listing Rule 7.1.

By ratifying these issues, the company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 3 - Remuneration Report

Section 298 of the Corporations Act requires that the annual Directors' Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

1. discusses the Company's policy and the process for determining the remuneration of its executive officers and Directors;

2. addresses the relationship between the remuneration of the Company's executive officers and the performance of the Company; and

3. sets out remuneration details for each Director and each of the executive officers of the Company named in the Remuneration Report for the financial year ended 30 June 2016.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this Resolution is advisory only and does not bind the Board or the Company.

Shareholders will be given the opportunity to ask questions and to make comments on the Remuneration Report. The Directors recommend that shareholders vote in favour of this resolution. The Directors acknowledge however that they have a personal interest in some aspects of the Remuneration Report. The Chairman intends to vote undirected proxies in favour of this resolution.