Notice of General Meeting

22 April 2016

Nyota Minerals Limited

('Nyota' or 'the Company')

Notice of General Meeting

Further to the announcements on 11 March 2016 and 18 April 2016, Nyota Minerals Limited (ASX/AIM: NYO) advises that a General Meeting of Shareholders ("Meeting") will be held at Level 31, Central Park, 152-155 St Georges Terrace, Perth, Western Australia on Wednesday 25 May 2016 at 10.30am (WST).

The Notice of General Meeting and Explanatory Memorandum, Proxy Form for Shareholders and Form of Instruction for Depository Interest Holders will be distributed to shareholders and Depository Interest Holders today. Copies of these documents are also available on the Company's website at http://www.nyotaminerals.com/corporate-documents.

Background to the Meeting

The Meeting has been convened by the Directors to enable Shareholders to consider the appointment as Directors of the three persons proposed by Fiske Nominees Limited ("Fiske"). The appointment of one or more of those persons will result in the resignation of one or more of the existing Directors (see "Potential Resignation of Directors" below).

The possible replacement of the entire Board is in effect a change of control of the Company and therefore is a matter which the Board believes should be approved or otherwise by Shareholders in a general meeting and is not something which the Board believes that it should unilaterally decide.

The Board further considers that until the composition of the Board has been resolved and Shareholder support restored, the Company is unable to progress new business opportunities. Accordingly, the Board has determined that it is in the best interests of the Company and of all Shareholders for the Meeting to be convened.

Shareholders are advised that since the Company's announcement dated 11 March 2016, no security holder of the Company other than Fiske has sought to nominate a potential new director.

Agenda for the Meeting

The Company has convened the Meeting to vote on three separate ordinary resolutions to consider the appointment of Mr Jonathan Morley-Kirk; Mr Andrew Wright; and Mr Sergii Budkin (together "Proposed Directors") pursuant to and in accordance with section 201G of the Corporation Act and rule 4.4 of the Constitution ("Resolutions").

Each of the Proposed Directors have consented to act as Directors as required by section 201D of the Corporations Act. The Board and the Company's advisors have exercised reasonable care to confirm that each of the nominees are eligible to be a Director in accordance with section 201B of the Corporations Act and in accordance with AIM Rules and regulations.

In addition, Messrs Wright and Budkin have identified themselves as being ordinarily resident in Australia in order to satisfy the requirement of section 201A(2) of the Corporations Act. The Board has not independently verified that this is the case.

Directors' Recommendation

As set out in the Notice, the Board does not support the Resolutions and recommends Shareholders to vote against all of them. For this reason, the Chairperson intends to vote all undirected proxies against all three of the Resolutions.

Potential Resignation of Directors

Shareholders should note that the Corporations Act requires the Company to have a minimum of 3 directors, of which 2 must be ordinarily resident in Australia, and that resolutions to appoint public company directors are individual. Accordingly, in order that the Company can remain compliant with the Act, the Directors have undertaken to the Company that:

(i) if only one of the Resolutions is passed, then Mr Richard Chase will resign as a Director immediately following the Meeting;

(ii) if two of the Resolutions are passed, then Mr Chase and one of Dr Evan Kirby or Mr Michael Langoulant will resign as Directors immediately following the Meeting; and

(iii) if all of the Resolutions are passed, then each of Mr Chase, Dr Kirby and Mr Langoulant will resign as Directors immediately following the Meeting.

Action to be taken by Shareholders

Shareholders should read the Notice and the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Proposed Directors

The following information is disclosed pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies. This information will be updated and announced as applicable should the resolutions be passed and the following persons be appointed Directors of the Company.

As at the date of this Notice, none of the Proposed Directors has any interest in any Shares of the Company.

Mr Jonathan Morley-Kirk

Jonathan Morley-Kirk held positions at Samuel Montagu and SG Warburg in London before he moved to Jersey in 1995. He has over ten years of experience as a non-executive director/chairman of AIM and TSX listed Companies. He is currently a non-executive director of East Siberian PLC, Sarossa PLC and Bluebird Merchant Ventures Limited. He was chairman of Fox-Davies Capital, a London based stockbroker and investment manager that focused on the natural resources sector. Mr Morley-Kirk is a Fellow of the Institute of Chartered Accountants in England & Wales, a Fellow of the Chartered Institute of Securities and Investments, and a member of the Society of Trust and Estate Practitioners.

Mr Jonathan Charles Rowell Morley-Kirk, aged 54, has held the following directorships and / or partnerships in the past 5 years:

There is no further information to be disclosed in relation to Mr Morley-Kirk pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.

Mr Andrew Wright

Andrew Wright is currently chief financial officer (non-board) of Bluebird Merchant Ventures Limited and a director of Etres Resources Limited, an Australian-based holding company for investments into exploration assets in the Philippines. Mr Wright is a director of Etruscan Capital Pty Limited, a boutique investment advisory practice responsible for provision of advice to sophisticated investors in the equity, debt and property markets. Mr Wright has held a number of other directorial positions in private companies. Mr Wright holds a Post Graduate Diploma in Financial Planning from the Securities Institute of Australia, and qualified as a chartered accountant in Australia in 1992.

Mr Andrew David Lincoln Wright, aged 52, has held the following directorships and / or partnerships in the past 5 years:

Mr Andrew Wright is a director of Etres Resources Limited ("Etres"), an Australian unlisted holding company with interests in mining exploration in the Philippines, which was placed into Voluntary Administration on 9 October 2015 and which is ongoing. Mr Wright is indirectly the largest creditor of Etres and has proposed a Deed of Company Arrangement which has been approved by Etres' creditors and the Administrator. The deficit to qualifying creditors amounts to AUD$146,674.

There is no further information to be disclosed in relation to Mr Wright pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.

Mr Sergii Budkin

Mr Budkin is the co-founder and Managing Partner of FinPoint LLC, an independent investment-banking firm that specialises in M&A, strategic advisory and debt advisory and restructuring in Ukraine, Russia and the wider CIS region (www.finpoint.biz). Mr Budkin is also a Director of OJSC BystroBank, a regional retail bank in Russia, and Chairman of the Supervisory Board at PJSC Trust Bank (Ukraine). Mr Budkin holds a Masters in Math from the Kiev State University (currently Tara Shevchenko Kiev State University).

Mr Sergii (Sergey) Budkin, aged 49, has held the following directorships and / or partnerships in the past 5 years:

There is no further information to be disclosed in relation to Mr Budkin pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.

Further announcements will be made as and if appropriate.

For further information please visit www.nyotaminerals.com or contact:

**ENDS**