ADAVALE RESOURCES LIMITED

ACN 008 719 015

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Adavale Resources Limited (the Company ) will be held on Friday 29 November 2019 at the offices of Thompson Geer Lawyers, Level 25, 1 O’Connell Street, Sydney NSW 2000 at 3.00 pm (AEDT) ( Meeting ).

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

BUSINESS OF THE MEETING

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Item 1: Adavale Resources Limited Financial Statements and Reports

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2019.

Item 2: Remuneration Report

To consider and, if thought fit, to pass the following as a non-binding resolution:

“To adopt the Remuneration Report for the year ended 30 June 2019.”

Notes:

(i) In accordance with section 250R of the Corporations Act 2001, the vote on this resolution will be advisory only and will not bind the directors or the Company.
(ii) A voting exclusion statement applies to this resolution (see Explanatory Notes for details).

Item 3: Election of Directors

Item 3.1 Re-election of Mr Haryono Eddyarto

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

“That Mr Haryono Eddyarto, being a Director who is retiring in accordance with clause 13.2 of the Company’s constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Item 3.2 Election of Mr Khamtane Signavong

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

“That Mr Khamtane Signavong, being a Director who is retiring in accordance with clause 13.2 and, being eligible, offers himself for election, be elected as a director of the Company.”

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Item 4: Additional 10% Placement Capacity

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The entity will disregard any votes cast in favour of the resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of that person (or persons).

However, the entity need not disregard a 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 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.

Important Note: At the date of the Notice of Meeting the Company has not invited and has not determined to invite any particular existing shareholder or an identifiable class of existing shareholder to participate in an offer under ASX Listing Rule 7.1A. Accordingly, no existing shareholder will be excluded from voting on this resolution.

ENTITLEMENT TO VOTE

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The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7.00pm (AEDT) on Wednesday 27 November 2019 ( Entitlement Time ), subject to any applicable voting exclusion.

This means that if you are not the registered holder of a share in the Company at the Entitlement Time, you will not be entitled to vote at the Meeting.

ANNUAL REPORT

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Copies of the Company’s full Annual Report are available from the Company Secretary.

VOTING OPTIONS AND PROXIES

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If you do not plan to attend the meeting in person, you are encouraged to complete and return the Proxy Form which accompanies this Notice of Annual General Meeting.

Voting by Proxy

A Shareholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than 2 proxies to attend and vote in place of the Shareholder.

If the Shareholder appoints 2 proxies, the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder’s votes. If the specified proportion or number of votes exceed that which the Shareholder is entitled to, each proxy may exercise half of the Shareholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

A proxy need not be a Shareholder of the Company. A body corporate appointed as a Shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Subject to the specific proxy provisions applying to Item 2 (see the Explanatory Notes below):

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If a Shareholder has not directed their proxy how to vote, the proxy may vote as the proxy determines, and
If a Shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on an item of business, the Chairman will vote in accordance with his voting intention as stated in this Notice of Meeting, namely in favour of each of the proposed resolutions set out in the Notice of Meeting.

Proxy Voting by the Chairman

For Item 2 (Remuneration Report), where the Chairman is appointed as a Shareholder’s proxy and that shareholder has not specified the way in which the Chairman is to vote on Item 2, the Shareholder is directing the Chairman to vote in accordance with the Chairman’s voting intentions for this item of business.

The Chairman intends to vote all undirected proxies in favour of the resolutions put in the Notice of Meeting.

Proxy Forms

To be effective, the Proxy Form must be completed, signed and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Company at its share registry, as an original or by facsimile, no later than 3.00 pm (AEDT) on Wednesday 27 November 2019 ( Proxy Deadline ).

Proxy forms may be submitted in one of the following ways:

(i) By mail to Computershare Investor Services Pty Limited ( Computershare ) using the reply-paid envelope or GPO Box 242, Melbourne VIC 3001. Please allow sufficient time so that it reaches Computershare by the Proxy Deadline;
(ii) By fax to Computershare on 1800 783 447 (inside Australia) or +61 3 9473 2555 (outside Australia);
(iii) Online via the Company’s Share Registry website at www.investorvote.com.au. Please refer to the Proxy Form for more information; or
(iv) By hand delivery to Computershare at Level 4, 60 Carrington Street, Sydney NSW 2000.

Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

CORPORATE REPRESENTATIVES

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Where a shareholding is registered in the name of a corporation, the corporate shareholder may appoint a person to act as its representative to attend the meeting by providing that person with:

(i) a letter or certificate authorising him or her as the corporation’s representative, executed in accordance with the corporation’s constitution; or
(ii) a copy of the resolution appointing the representative, certified by a secretary or director of the corporation.

BY ORDER OF THE BOARD

Julian Rockett

Company Secretary 15 October 2019

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Explanatory Notes

ITEM 1: Financial Statements

As required by section 317 of the Corporations Act the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year must be laid before the Meeting.

There is no requirement for a formal resolution on this Item.

The Chairman of the Meeting will allow a reasonable opportunity at the Meeting for Shareholders to ask questions about or make comments on the management of the Company. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s auditor, HLB Mann Judd ( HLB Mann Judd ), questions about the Audit Report, the conduct of its audit of the Company’s Financial Report for the financial year ended 30 June 2019, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of HLB Mann Judd in relation to the conduct of the audit.

Shareholders may submit written questions to HLB Mann Judd to be answered at the Meeting, provided the question is relevant to the content of HLB Mann Judd’s Audit Report or the conduct of the audit of the Company’s Financial Report for the financial year ended 30 June 2019.

Written questions must be received no later than 5.00pm on Monday 18 November 2019. Any written questions to HLB Mann Judd can be sent to Computershare Investor Services Pty Limited GPO Box 2975, Melbourne VIC 3001 (or by Fax: 1800 783 447).

ITEM 2: Adoption of Remuneration Report

In accordance with section 300A of the Corporations Act the Company has included in its Annual Report a Remuneration Report for the consideration of Shareholders.

As provided by section 250R(3) of the Corporations Act, the resolution on this item of business is advisory only and does not bind the Board or the Company.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of this resolution.

Voting Exclusion Statement

As required by the Corporations Act the Company will disregard any votes cast on Item 2 by any member of the Company’s key management personnel ( Key Management Personnel or KMP ) or a Closely Related Party of any such member unless the person:

(i) votes as a proxy appointed by writing that specifies how the person is to vote on the resolutions; or
(ii) is the Chairman of the Meeting and votes as a proxy appointed by writing that authorises the Chairman to vote on the resolutions even though that resolution is connected with the remuneration of a member of the Company’s KMP.

What this means for Shareholders: If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on the proposed resolution in Item 2. If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can choose not to mark any of the boxes for Item 2 and give the Chairman your express authority to vote your undirected proxy (in which case the Chairman will vote in favour of this item of business).

ITEM 3: Election of Directors

In accordance with clause 13.2 of the Constitution and ASX Listing Rule 14.5 an election of Directors must be held at each annual general meeting. The constitution states that one-third of all directors must retire and offer themselves for re-election, excluding the Managing Director and Directors appointed during the year by the Board. If no directors are scheduled to be elected by virtue of the ASX Listing Rules or the Constitution, then one-third of directors must still retire and be re-elected by the Shareholders of the Company. Normally, this would be the Director (other than the Managing Director) who has held office the longest since being appointed or last being elected.

Mr Haryono Eddyarto and Mr Khamtane Signavong are submitting themselves for re-election by rotation at this meeting, having each last been elected by Shareholders on 30 November 2017.

In accordance with Clause 13.4 of the Company’s constitution and ASX Listing Rule 14.4 any director appointed to fill a casual vacancy or as an additional director holds office until the next annual general meeting of shareholders and is then eligible for election.

Details of Mr Haryono Eddyarto and Mr Khamtane Signavong are outlined below.

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Item 3.1 Mr Haryono Eddyarto

Mr Haryono Eddyarto is an Indonesian Resident and has over 35 years’ experience in International Trade. He has extensive business activities ranging from Commodity Trading, Mining, Chemical, Television and Property. Mr Eddyarto is a strong promoter of the Asian region having represented Indonesian Chamber of Commerce and Industry in the G-15, G77 and the Ocean Rim- ARG Business Forum.

Mr Eddyarto currently serves on the Board of Pt House of Indonesia, Pt Inter Minerals Resources, Pt Nikelindo, Space Bee Broadcasting Services AG, Switzerland and Pt Teras Nirwana Bali.

Mr Eddyarto is the Non-Executive Chairman of the Board and significant shareholder.

Having had regard to the ASX Corporate Governance Principles and Recommendations 3[rd ] Edition ( ASX Principles ), the Board considers Mr Eddyarto to be a non-independent Director.

Directors’ Recommendation

The Board unanimously (other than Mr Eddyarto) supports the re-election of Mr Eddyarto and recommends that Shareholders vote in favour of this resolution.

Item 3.2 Mr Khamtane Signavong

Mr Signavong is a successful entrepreneur, leader, published author and executive, with many deeply forged Australian and International relationships.

Mr Signavong has developed a number of businesses from inception to overseas expansion in sectors including hospitality, property and supply chain and is an asset to many organisations.

Mr Signavong has broad experience and assists with cross border businesses with multiple languages and a deep. understanding of many Asian cultures personally and professionally. These have included Laos, Thailand, Hong Kong China and his home in Australia.

Having had regard to the ASX Principles, the Board considers Mr Signavong to be an independent Director.

Directors’ Recommendation

The Board unanimously (other than Mr Signavong) supports the election of Mr Signavong and recommends that Shareholders vote in favour of this resolution.

ITEM 4: Additional 10% Placement Capacity

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ). If Shareholders approve the resolution in Item 4, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in 4.2 below).

The Company is an Eligible Entity. The effect of the resolution in Item 4 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the meeting, without Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

The resolution in Item 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this resolution for it to be passed.

4.2 10% Placement Capacity

ASX Listing Rule 7.1A enables an Eligible Entity to seek Shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the A&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the A&P/ASX 300 Index and has a current market capitalisation at the 20 September 2019 of $1.07M

The Equity Securities must be in the same class as an existing class of quoted Equity Securities. The Company currently has two classes of Equity Securities on issue, being quoted ordinary shares and unlisted options.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A is outlined in Listing Rule 7.2A.2. This rule provides that Eligible Entities which have obtained Shareholder approval at an annual general meeting, my issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of Equity Securities calculated according to the following formula:

(A x D) – E

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Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

(a) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing
Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the previous 12 months;
(c) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and
(d) less the number of Shares cancelled in the previous 12 months.
D is 10%

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary shares under ASX Listing Rule 7.1 or 7.4.

4.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this resolution.

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 (five) ASX trading days of the date in paragraph 5.3(a)(i), the date on which the Equity Securities are issued.
(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid).

(10% Placement Capacity Period).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If the resolution in Item 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue		Dilution	Dilution
	Issue Price (per Share)	$0.0045 (50% decrease in current market price)	$0.009 (Current market price)	$0.018 (100% increase in current market price)
119,431,105 (Variable A)	Shares issued – 10% voting dilution	11,943,111	11,943,111	11,943,111

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	Funds raised	$53,744	$107,488	$214,976
179,146,658 (50% increase in Variable A)*	Shares issued – 10% voting dilution	17,914,666	17,914,666	17,914,666
	Funds raised	$80,616	$161,232	$322,464
238,862,210 (100% increase in Variable A)*	Shares issued – 10% voting dilution	23,886,221	23,886,221	23,886,221
	Funds raised	$107,488	$214,976	$429,952

The number of shares on issue (Variable A in the formula) could increase as a result of the issue of shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issue under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above has been prepared on the following assumptions:

Variable A is 119,431,105 which equates to the Shares currently on issue at 9 October 2019 (119,431,105). There were no shares issued under ASX Listing Rule 7.1 or LR 7.1A to deduct, per the relevant rule.
The market price set out above is the closing price of the Shares on the ASX on 9 October 2019.
The Company issues the maximum possible number of shares under the 10% Placement Capacity.
The Company did not issue any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against Variable A defined above. 8. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d)

Purpose of issue under 10% Placement Capacity

The Company may seek to issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised for working capital purposes, existing projects or potential acquisitions; or
(ii) as non-cash consideration for new projects, services, equipment or product. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3. The minimum issue price limitation as set out in Listing Rule 7.1A .3 applies to issues for non-cash consideration.

The Company will comply with the disclosure obligations under Listing Rules 7.1A4 and 3.10.5A upon issue of any Equity Securities.

(e) Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both).

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The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) The purpose of the issue;
(ii) Alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) The effect of the issue of the Equity Securities on the control of the Company;
(iv) The circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) Prevailing market conditions; and
(vi) Advice from corporate, financial and broking advisers (if applicable).

(f) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval from Shareholders under ASX Listing Rule 7.1A at its Annual General Meeting held on 30 November 2018.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

(i) A list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) The information required by Listing Rule 3.10.5A for release to the market.

(h)

Information Required under ASX Listing Rule 7.3A.6

The Company has issued a total of 38,988,097 equity securities in the 12 months preceding the date of this Meeting, which represents 48% of the equity securities on issue 12 months prior to this meeting. The shares were issued as follows:

24 June 2019: 8,571,429 shares (being 5,000,000 at 0.8 cents per share, and 3,571,429 at 0.7 cents per share). This represented a discount of 24% to the closing Share price on 24 June 2019. A total of $65,000 was raised and these proceeds were used to fund the working capital requirements of the company. The shares were issued to Perfect Attempt Limited pursuant to the subscription standby facility previously approved by shareholders.
18 March 2019: 3,125,000 shares at 0.8 cents per share. This represented a discount of 20% to the closing Share price on 18 March 2019. A total of $25,000 was raised and these proceeds were used to fund the working capital requirements of the company. The shares were issued to Perfect Attempt Limited pursuant to the subscription standby facility previously approved by shareholders.
13 February 2019: 6,250,000 shares at 0.8 cents per share. This represented a discount of 38% to the closing Share price on 13 February 2019. A total of $50,000 was raised and these proceeds were used to fund the working capital requirements of the company. The shares were issued to Perfect Attempt Limited pursuant to the subscription standby facility previously approved by shareholders.
11 December 2018: 21,041,668 shares (being 13,541,668 at 0.96 cents per share, and 7,500,000 at 0.8 cents per share). This represented a discount of 18% to the closing Share price on 11 December 2018. A total of $190,000 was raised and these proceeds were used to fund the working capital requirements of the company. The shares were issued to Perfect Attempt Limited pursuant to the subscription standby facility previously approved by shareholders.

All shares issued rank equally with those already on issue.

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GLOSSARY

AEDT means Australian Eastern Daylight Savings Time as observed in Sydney, Australia.

$ means Australian Dollars

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

Associate has the meaning given to that term in Chapter 19 of the Listing Rules.

ASX means ASX Limited ACN 008 624 691

ASX Listing Rules means the Listing Rules of the ASX, as amended or replaced from time to time except to the extent of any express written waiver by ASX.

ASX Principles mean the ASX Corporate Governance Principles and Recommendations (3[rd] edition).

Board means the current Board of directors of the Company.

Closely Related Party has the meaning as defined in section 9 of the Corporations Act.

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.

Eligible Entity means an entity that at the date of the relevant General Meeting:

(a) is not included in the A&P/ASX 300 Index; and
(b) has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Notes means the Explanatory Notes accompanying the Notice.

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

Key Management Personnel or KMP has the meaning as defined in section 9 of the Corporations Act.

Notice or Notice of Meeting or Notice of Annual General Meaning means this notice of annual general meaning and the explanatory notes accompanying the Notice and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ Report section of the Company’s Annual Financial report for the year ended 30 June 2019.

Resolutions means the resolutions set out in the Notice, 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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ABN 96 008 719 015

Adavale Resources Limited

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

ADD

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3.00 pm (AEDT) Wednesday 27 November 2019.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

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 or abstain as they choose (to the extent permitted by law). 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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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

Samples/000001/000001/i12

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 ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Adavale Resources Limited hereby appoint the Chairman OR of the Meeting

XX

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, as the proxy sees fit) at the Annual General Meeting of Adavale Resources Limited to be held at the offices of Thompson Geer Lawyers, Level 25, 1 O’Connell Street, Sydney NSW 2000 on Friday 29 November 2019 at 3.00 pm (AEDT) and at any adjournment or postponement of that meeting.

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 Item 2 (except where I/we have indicated a different voting intention in step 2) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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 2 by marking the appropriate box in step 2.

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.

For Against Abstain

2	Remuneration Report
3.1	Re-election of Mr Haryono Eddyarto
3.2	Election of Mr Khamtane Signavong
4	Additional 10% Placement Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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Adavale Resources Limited

Need assistance?

ABN 96 008 719 015

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

ADDRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3.00 pm (AEDT) Wednesday 27 November 2019.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000002/000002

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

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Proxy Form

Please mark to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Adavale Resources Limited hereby appoint the Chairman OR of the Meeting

XX

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

Step 2 Items of Business

For Against Abstain

2	Remuneration Report
3.1	Re-election of Mr Haryono Eddyarto
3.2	Election of Mr Khamtane Signavong
4	Additional 10% Placement Capacity

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Level 12 225 George Street SYDNEY NSW 2000 Australia

Adavale Resources Limited ABN 96 008 719 015

ADDRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Adavale Resources Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely,

Adavale Resources Limited

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AI assistant

ADAVALE RESOURCES LIMITED — AGM Information 2019

64300_rns_2019-10-14_b0087ca3-68d5-4aa5-a834-afa25173a4d6.pdf

ADAVALE RESOURCES LIMITED

ACN 008 719 015

NOTICE OF ANNUAL GENERAL MEETING

BUSINESS OF THE MEETING

_____________

Item 1: Adavale Resources Limited Financial Statements and Reports

Item 2: Remuneration Report

Item 3: Election of Directors

Item 3.1 Re-election of Mr Haryono Eddyarto

Item 3.2 Election of Mr Khamtane Signavong

Item 4: Additional 10% Placement Capacity

ENTITLEMENT TO VOTE

_____________

ANNUAL REPORT

_____________

VOTING OPTIONS AND PROXIES

_____________

Voting by Proxy

Proxy Voting by the Chairman

Proxy Forms

CORPORATE REPRESENTATIVES

__________

Julian Rockett

Explanatory Notes

ITEM 1: Financial Statements

ITEM 2: Adoption of Remuneration Report

Directors’ Recommendation

Voting Exclusion Statement

ITEM 3: Election of Directors

Item 3.1 Mr Haryono Eddyarto

Directors’ Recommendation

Item 3.2 Mr Khamtane Signavong

Directors’ Recommendation

ITEM 4: Additional 10% Placement Capacity

4.1 General

4.2 10% Placement Capacity

4.3 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(10% Placement Capacity Period).

(c) Risk of voting dilution

The table above has been prepared on the following assumptions:

(d)

Purpose of issue under 10% Placement Capacity

(e) Allocation under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

(h)

Information Required under ASX Listing Rule 7.3A.6

GLOSSARY

Adavale Resources Limited

Need assistance?

Phone:

Online:

ADD

YOUR VOTE IS IMPORTANT

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

Online:

APPOINTMENT OF PROXY

Control Number: 999999

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

By Mail:

By Fax:

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative



I 9999999999

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Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

Step 2 Items of Business

ADAVALE RESOURCES LIMITED AGM Information 2019