ADAVALE RESOURCES LIMITED — AGM Information 2011

Oct 23, 2011

ADAVALE RESOURCES LIMITED ACN 008 719 015

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00am (EST) DATE : Friday, 25 November 2011 PLACE : The Offices of Arthur Phillip Pty Limited Colonial Centre Level 33 52 Martin Place SYDNEY NSW 2000

This Notice of Meeting 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 of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 9227 8900.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	11
Schedule 1 – Terms and Conditions of Options	13
Schedule 2 – Terms and Conditions of Class A Management Options	14
Schedule 3 – Terms and Conditions of Class B Management Options	16
Schedule 4 – Terms and Conditions of Class C Management Options	18
Schedule 5 – Notice of Intention	20
Schedule 6 – Notice of Nomination	21
Proxy Form	Attached
TIME AND PLACE OF ME ETING AND HOW TO VOT E

VENUE

The annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (EST) on Friday, 25 November 2011 at:

The Offices of Arthur Phillip Pty Limited Colonial Centre Level 33 52 Martin Place SYDNEY NSW 2000

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual 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.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of Shareholders will be held at 10.00am (EST) on Friday, 25 November 2011 at the offices of Arthur Phillip Pty Limited, Colonial Centre, Level 33, 52 Martin Place, Sydney, NSW.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (Sydney time) on Wednesday, 23 November 2011.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2011.”

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

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Important details regarding the appointment of proxies for this Resolution are contained in Section 1 of the Explanatory Statement.

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2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – HARYONO EDDYARTO

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Haryono Eddyarto, a Director who was appointed on 28 September 2011, retires, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – RICHARD POOLE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Richard Poole, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MARK STEVENSON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mark Stevenson, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 9,000,000 Shares and 4,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. 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.

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE – MANAGEMENT OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 10,000,000 Class A Management Options, 10,000,000 Class B Management Options and 10,000,000 Class C Management Options to Mrs Desi Dona Maria Cooper as the nominee of Mr Marshall Cooper on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Marshall Cooper and any of his associates. However, the Company need not disregard

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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.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a)

the proxy is either:

(i) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair of the Meeting; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – REMOVAL OF AUDITOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, pursuant to Section 329 of the Corporations Act and for all other purposes, approval is given for the removal of Robert Nielson Partners as the current auditor of the Company effective from the date of the Annual General Meeting."

8. RESOLUTION 8 – APPOINTMENT OF AUDITOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

That, in accordance with Section 327D of the Corporations Act and for all other purposes, the Company appoints Grant Thornton as the auditor of the Company.”

DATED: 13 OCTOBER 2011

BY ORDER OF THE BOARD

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SYLVIE DIMARCO COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.00am (EST) on Friday, 25 November 2011 at the offices of Arthur Phillip Pty Limited, Colonial Centre, Level 33, 52 Martin Place, Sydney, NSW.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at adavaleresources.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' 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 be the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2011.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

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2.2 Voting Restriction for Key Management Personnel

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2.3 Voting Restrictions where Proxy is Key Management Personnel

Pursuant to the Corporations Act, if you elect to appoint a member of Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the member of Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – HARYONO EDDYARTO

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Haryono Eddyarto will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

4. RESOLUTIONS 3 AND 4 – RE-ELECTION OF DIRECTORS – RICHARD POOLE AND MARK STEVENSON

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

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A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has five Directors and accordingly two must retire.

Mr Richard Poole and Mr Mark Stevenson, the Directors longest in office since their last election, retire by rotation and seek re-election.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS

5.1 General

On 8 December 2010, the Company issued 9,000,000 Shares and one free attaching Option for every two Shares subscribed for (totalling 4,500,000 Options), pursuant to a placement of Shares and Options on the same terms as the Entitlement Issue Prospectus lodged on 18 October 2010 ( Placement ).

The subscribers pursuant to this issue were not related parties of the Company.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options ( Share and Option Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 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.

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

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

5.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share and Option Ratification:

• (a) 9,000,000 Shares and 4,500,000 Options were allotted;

• (b) the issue price was $0.02 per Share and the Options were issued for nil cash consideration;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Options were issued on the terms set out in Schedule 1;

• (e) the Shares and Options were allotted and issued to sophisticated investors identified by DJ Carmichael & Co and Bell Potter Securities none of whom were related parties or associates of the Company ; and

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(f) the funds raised from this issue were used to finance the ongoing development of the Tapan Project; identification, due diligence and acquisition costs of new projects, and working capital.

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE – MANAGEMENT OPTIONS

6.1 General

On 20 September 2011, the Company allotted a total of 30,000,000 options, consisting of 10,000,000 Class A Management Options, 10,000,000 Class B Management Options and 10,000,000 Class C Management Options (together the Management Options ) to Mrs Desi Dona Maria Cooper as the nominee of Mr Marshall Cooper for nil consideration as a performance incentive.

Marshall Cooper is the Chief Executive Officer of PT Adavale Nusantara Resources, a subsidiary of the Company, and he is not a related party of the Company.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Management Options ( Management Option Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 5.1 above.

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

6.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Option Ratification:

• (a) a total of 30,000,000 Management Options were allotted, consisting of 10,000,000 Class A Management Options, 10,000,000 Class B Management Options and 10,000,000 Class C Management Options;

• (b) the Management Options were issued for nil cash consideration;

• (c) the Class A Management Options were issued on the terms and conditions set out in Schedule 2;

• (d) the Class B Management Options were issued on the terms and conditions set out in Schedule 3;

• (e) the Class C Management Options were issued on the terms and conditions set out in Schedule 4;

• (f) the Management Options were allotted and issued to Mrs Desi Dona Maria Cooper as the nominee of Mr Marshall Cooper ; and

• (g) no funds were raised from this issue as the Management Options were issued for nil consideration as a performance incentive.

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7. RESOLUTIONS 7 AND 8 REMOVAL OF CURRENT AUDITOR AND APPOINTMENT OF REPLACEMENT AUDITOR

Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months notice of intention to move the resolution has been given.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Resolution 7 is an ordinary resolution seeking the removal of Robert Nielson Partners as the auditor of the Company. An auditor may be removed in a general meeting provided that the notice of intention to remove the auditor has been received from a member of the company.

In accordance with Section 329(2) of the Corporations Act, the Company has sent of copy of the notice to Robert Nielson Partners and ASIC.

Under Section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under Section 329 of the Corporations Act.

Resolution 8 is a special resolution seeking the appointment of Grant Thornton as the new auditor of the Company. As required by the Corporations Act, a nomination for Grant Thornton to be appointed as the auditor of the Company has been received from a member. Grant Thornton has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

If Resolutions 7 and 8 are passed, the appointment of Grant Thornton as the Company’s auditor will take effect at the close of this Annual General Meeting. Resolution 8 is subject to the passing of Resolution 7.

A copy of the notice of intention referred to above is set out in Schedule 5 and a copy of the nomination referred to above is set out in Schedule 6.

8. ENQUIRIES

Shareholders are requested to contact Sylvie Dimarco on + 61 2 9227 8900 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Class A Management Option means an Option to acquire a Share on the terms and conditions set out in Schedule 2.

Class B Management Option means an Option to acquire a Share on the terms and conditions set out in Schedule 3.

Class C Management Option means an Option to acquire a Share on the terms and conditions set out in Schedule 4.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Adavale Resources Limited (ACN 008 719 015).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EST means Eastern Standard Time as observed in Sydney, New South Wales.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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Management Options means the Class A Management Options, Class B Management Options and Class C Management Options, issued on the terms outlined in Schedules 2 to 4.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option or Management Option as the context requires.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2011.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each option entitles the holder to subscribe for 1 fully paid ordinary share in Adavale Resources Limited at a subscription price of $0.04 (4 cents) per Share.

• (b) The options are exercisable at any time prior to 5:00pm (AEDT) on 31 July 2014 by completing an option exercise form and delivering it to the Company’s Share Registry together with payment for the number of Shares in respect of which the Options are exercised and the option holding statement for those Options.

• (c) Subject to the Corporations Act 2001, the ASX Listing Rules and the Company’s Constitution, the Options are freely transferable, but the Company will not apply to the ASX for the Options to be admitted to quotation.

• (d) All Shares issued upon exercise of options will rank equally in all respects with the Company’s then existing Shares. Within 10 business days after the issue of Shares upon exercise of Options, the Company will apply to the ASX for those Shares to be admitted to quotation.

• (e) Holders of Options may only participate in a new issue of securities to holders of shares in the Company if an option has been exercised and a Share issued in respect of that Option before the record date for determining entitlements to the new issue, and the participation shall only be in respect of such Share issued. The Company must ensure that the record date for determining entitlements to that new issue in accordance with the ASX Listing Rules is at least 6 Business Days after the announcement of the offer.

• (f) There will be no change to the exercise price of an option or the number of Shares over which an Option is exercisable in the event of the Company making a pro rata issue of Shares or other Securities to holders of Shares in the Company (other than a bonus issue in which case the exercise price of an Option will be adjusted down accordingly).

• (g) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, all of the Options will be reorganised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged.

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SCHEDULE 2 – TERMS AND CONDITIONS OF CLASS A MANAGEMEN T OPTIONS

The Class A Management Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

• (a) Each Class A Management Option will vest upon the volume weighted average price of the Shares (as quoted on ASX) remaining above 20 cents for 30 consecutive days ( Vesting Condition ).

• (b) Each Class A Management Option gives the Optionholder the right to subscribe for one Share upon satisfaction of the Vesting Condition.

• (c) The Class A Management Options will expire at 5.00pm (EST) on 1 March 2014 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) The amount payable upon exercise of each Option will be $0.10 ( Exercise Price ).

• (e) The Class A Management Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Class A Management Options by lodging with the Company, following the satisfaction of the Vesting Condition but before the Expiry Date:

• (i) a written notice of exercise of Class A Management Options specifying the number of Class A Management Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class A Management Options being exercised;

( Exercise Notice ).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class A Management Options specified in the Exercise Notice.

• (i) The Class A Management Options are not transferable.

• (j) The Optionholder must not offer the Shares issued on exercise of the Class A Management Options, for sale to any person ( Secondary Offer ) within 12 months from the date of issue of those Shares unless:

• (i) the Secondary Offer does not require disclosure as a result of sections 707 or 708 of the Corporations Act (excluding section 708(1) of the Corporations Act);

• (ii) the Secondary Offer does not require disclosure as a result of section 708A or ASIC Class Order 04/671 or any variation or replacement of such Class Order;

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• (iii) the Secondary Offer is made pursuant to a disclosure document in accordance with the Corporations Act; or

• (iv) the Secondary Offer is received by a person outside Australia.

For the avoidance of doubt, paragraph (d)(iii) does not create any obligation on the Company to issue a disclosure document (whether at its cost or otherwise).

• (k) All Shares allotted upon the exercise of Class A Management Options will upon allotment rank pari passu in all respects with other Shares.

• (l) The Company will not apply for quotation of the Class A Management Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Class A Management Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (m) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (n) There are no participating rights or entitlements inherent in the Class A Management Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class A Management Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise their Class A Management Options prior to the date for determining entitlements to participate in any such issue.

• (o) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 3 – TERMS AND CONDITIONS OF CL ASS B MANAGEMENT OPTIONS

The Class B Management Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

• (a) Each Class B Management Option will vest upon the volume weighted average price of the Shares (as quoted on ASX) remaining above 40 cents for 30 consecutive days ( Vesting Condition ).

• (b) Each Class B Management Option gives the Optionholder the right to subscribe for one Share upon satisfaction of the Vesting Condition.

• (c) The Class B Management Options will expire at 5.00pm (EST) on 1 March 2014 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) The amount payable upon exercise of each Option will be $0.10 ( Exercise Price ).

• (e) The Class B Management Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Class B Management Options by lodging with the Company, following the satisfaction of the Vesting Condition but before the Expiry Date:

• (i) a written notice of exercise of Class B Management Options specifying the number of Class B Management Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class B Management Options being exercised;

( Exercise Notice ).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class B Management Options specified in the Exercise Notice.

• (i) The Class B Management Options are not transferable.

• (j) The Optionholder must not offer the Shares issued on exercise of the Class B Management Options, for sale to any person ( Secondary Offer ) within 12 months from the date of issue of those Shares unless:

• (i) the Secondary Offer does not require disclosure as a result of sections 707 or 708 of the Corporations Act (excluding section 708(1) of the Corporations Act);

• (ii) the Secondary Offer does not require disclosure as a result of section 708A or ASIC Class Order 04/671 or any variation or replacement of such Class Order;

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• (iii) the Secondary Offer is made pursuant to a disclosure document in accordance with the Corporations Act; or

• (iv) the Secondary Offer is received by a person outside Australia.

For the avoidance of doubt, paragraph (d)(iii) does not create any obligation on the Company to issue a disclosure document (whether at its cost or otherwise).

• (k) All Shares allotted upon the exercise of Class B Management Options will upon allotment rank pari passu in all respects with other Shares.

• (l) The Company will not apply for quotation of the Class B Management Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Class B Management Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (m) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (n) There are no participating rights or entitlements inherent in the Class B Management Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class B Management Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise their Class B Management Options prior to the date for determining entitlements to participate in any such issue.

• (o) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 4 – TERMS AND CONDITIONS OF CL ASS C MANAGEMENT OPTIONS

The Class C Management Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

• (a) Each Class C Management Option will vest upon the volume weighted average price of the Shares remaining above 60 cents for 30 consecutive days ( Vesting Condition ).

• (b) Each Class C Management Option gives the Optionholder the right to subscribe for one Share upon satisfaction of the Vesting Condition.

• (c) The Class C Management Options will expire at 5.00pm (EST) on 1 March 2015 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) The amount payable upon exercise of each Option will be $0.10 ( Exercise Price ).

• (e) The Class C Management Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Class C Management Options by lodging with the Company, following the satisfaction of the Vesting Condition but before the Expiry Date:

• (i) a written notice of exercise of Class C Management Options specifying the number of Class C Management Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class C Management Options being exercised;

( Exercise Notice ).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class C Management Options specified in the Exercise Notice.

• (i) The Class C Management Options are not transferable.

• (j) The Optionholder must not offer the Shares issued on exercise of the Class C Management Options, for sale to any person ( Secondary Offer ) within 12 months from the date of issue of those Shares unless:

• (i) the Secondary Offer does not require disclosure as a result of sections 707 or 708 of the Corporations Act (excluding section 708(1) of the Corporations Act);

• (ii) the Secondary Offer does not require disclosure as a result of section 708A or ASIC Class Order 04/671 or any variation or replacement of such Class Order;

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• (iii) the Secondary Offer is made pursuant to a disclosure document in accordance with the Corporations Act; or

• (iv) the Secondary Offer is received by a person outside Australia.

For the avoidance of doubt, paragraph (d)(iii) does not create any obligation on the Company to issue a disclosure document (whether at its cost or otherwise).

• (k) All Shares allotted upon the exercise of Class C Management Options will upon allotment rank pari passu in all respects with other Shares.

• (l) The Company will not apply for quotation of the Class C Management Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Class C Management Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (m) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (n) There are no participating rights or entitlements inherent in the Class C Management Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class C Management Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise their Class C Management Options prior to the date for determining entitlements to participate in any such issue.

• (o) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 5 – NOTICE OF INTENTION

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SCHEDULE 6 – NOTICE OF NOMINATION

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