Royalco Resources : Notice of Extraordinary General Meeting/Proxy Form

20 January 2017‌‌‌

Dear Shareholders,

CHAIRMAN'S LETTER

The attached documentation relates to a "Spill Meeting" of Royalco Resources Limited as required by the provisions of the Corporations Act.

Your Board unanimously recommends you vote in favour of Resolutions marked 1, 2, 3 and 4, and against Resolutions 5, 6, 7 and 8.

Your Board supports Resolutions 1, 2, 3 and 4

Resolution 1 relates to the re-election of Mr Bruce Pertzel to the Board. Mr Pertzel is a longstanding director of Royalco who brings significant experience to Royalco (as outlined in the Explanatory Notes). Mr Pertzel's ongoing directorship is desirable to ensure that Royalco has continuity and stability during the currency of the takeover offer. The Board considers that Mr Pertzel's experience and knowledge are a significant benefit to Royalco and unanimously recommends that shareholders vote in favour of Resolution 1.

Resolutions 2, 3 and 4 have been proposed by Fitzroy River Corporation Limited, which as at the date of this letter holds a 41.31% relevant interest in Royalco.

Fitzroy's interest in Royalco is expected to increase as a result of its ongoing takeover offer for Royalco. The Board supports Fitzroy's takeover offer and Fitzroy's nominated directors and unanimously recommends that shareholders vote in favour of Resolutions 2, 3 and 4.

Your Board does NOT support Resolutions 5, 6, 7 and 8

The Board unanimously recommends that you vote against Resolutions 5, 6, 7 and 8. These Resolutions are proposed by other shareholders of Royalco.

The provisions of the Corporations Act relating to the requisition of "spill meetings" by shareholders of companies were intended to prevent the abuse of power by company boards and give shareholders a greater say in relation to directors' entitlements. An unfortunate consequence of these provisions is that they also

provide an opportunity for shareholders to obtain control of a board without making a takeover offer to all shareholders.

In this particular situation, there is an attempt by two shareholders of Royalco, High Peak Royalties Limited and Noontide Investments Limited to gain board control of Royalco without any takeover offer being made to shareholders. This fact was highlighted by Fitzroy in its Bidder's Statement dated 21 December 2016.

It should also be noted that:-

1. Messrs Wooles, King and Carrol are Directors of High Peak. During their time as directors, High Peak's share price has underperformed and revenue generation is virtually non-existent;

2. Neither High Peak and Noontide nor any individuals nominated by High Peak and Noontide have provided Royalco as part of the nomination process with any background information for provision to shareholders as to the capabilities of any of these individuals, and it is not clear what benefit they would provide; and

3. Noontide is High Peak's largest shareholder and may be acting in conjunction with High Peak.

Yours sincerely,

Peter J. Topham

Chairman and Managing Director

ROYALCO RESOURCES LIMITED‌

ACN 096 321 532

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the members of Royalco Resources Limited will be held at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne at 9.00 am on Wednesday 22nd February 2017.

The following items of business will be considered:

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR RESOLUTIONS 1 TO 4. REFER TO THE ACCOMPANYING LETTER AND EXPLANATORY NOTES FOR DETAILS. Resolution 1: Re-election of Mr Bruce Pertzel as a Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Bruce Pertzel, being a director of the Company who will cease to hold office immediately before this General Meeting in accordance with section 250V(1)(b) of the Corporations Act and, being eligible, is re-elected as a director of the Company with immediate effect at the closing of the General Meeting".

Resolution 2: Appointment of Mr Malcolm McComas as a Director

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Mr Malcom McComas is appointed as a director of the Company with immediate effect at the closing of the General Meeting."

Resolution 3: Appointment of Ms Susan Thomas as a Director

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Ms Susan Thomas is appointed as a director of the Company with immediate effect at the closing of the General Meeting."

Resolution 4: Appointment of Mr Justin Clyne as a Director

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Mr Justin Clyne is appointed as a director of the Company with immediate effect at the closing of the General Meeting."

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE AGAINST RESOLUTIONS 5 TO 8. REFER TO THE ACCOMPANYING LETTER AND EXPLANATORY NOTES FOR DETAILS. Resolution 5: Appointment of Mr Anthony Wooles as a Director

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Mr Anthony Wooles is appointed as a director of the Company with immediate effect at the closing of the General Meeting."

Resolution 6: Appointment of Mr Geoffrey King as a Director

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Mr Geoffrey King is appointed as a director of the Company with immediate effect at the closing of the General Meeting."

Resolution 7: Appointment of Mr Andrew Carroll as a Director

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Mr Andrew Carroll is appointed as a director of the Company with immediate effect at the closing of the General Meeting."

Resolution 8: Appointment of Mr Nigel Harvey as a Director

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Mr Nigel Harvey is appointed as a director of the Company with immediate effect at the closing of the General Meeting."

The Explanatory Notes and information for shareholders form part of the Notice of General Meeting

By Order of the Board Royalco Resources Limited Nick Boicos Company Secretary

Dated: 20 January 2017