ADAVALE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2015

May 19, 2015

**ADAVALE

RESOURCES
LIMITED**

**ACN

008
719
015**

**NOTICE

OF
GENERAL
MEETING**

Notice
is
hereby
given
that
the
General
Meeting
of
shareholders
of
Adavale
Resources
Limited
(the Company ) will
be
held
at
Company’s
Indonesian
office
at
8[th] Floor,
The
CEO
Building,
Jl.
TB
Simatupang
18C,
Cilandak, Jakarta
12430
Indonesia,
on
Thursday
18
June
2015
at
10.00am
(Jakarta
Time)
( Meeting ).

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

**BUSINESS

OF
THE
MEETING**

_____________

**Item

1:
Ratification
of
Issue
of
Shares**

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

"That,
for
the
purposes
of
Listing
Rule
7.4
and
for
all
other
purposes,
the
shareholders
approve
and
ratify
the prior
allotment
and
issue
of
2,375,477
shares
as
outlined
in
the
Explanatory
Notes
accompanying
the
Notice convening
this
meeting."

Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).

ENTITLEMENT
TO
VOTE

_____________

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
(AEST)
on
16
June
2015
( 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.

**VOTING

OPTIONS
AND
PROXIES**

_____________

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
General
Meeting.

**Voting

by
Proxy**

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

If
the
shareholder
appoints
two
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
exceeds
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):

• -­‐ 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
  Chair
  of
  the
  Meeting
  as
  proxy
  and
  does
  not
  direct
  the
  Chair
  how
  to
  vote on
  an
  item
  of
  business,
  the
  Chair
  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
Chair**

The
Chair
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 10.00am
(Jakarta
Time)
(1.00pm
AEST)
on
16
June
2015 ( 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

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

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

**CORPORATE

REPRESENTATIVES**

_____________

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

Leanne
Ralph Company
Secretary 18
May
2015

**Explanatory

Notes**

**ITEM

1: RATIFICATION
OF
ISSUE
OF
SHARES**

Background

On
15
January
2015,
the
Company
announced
it
had
entered
into
Standby
Subscription
Agreement
with
Gurney
Capital Nominees
Pty
Ltd
( Gurney
Capital )
for
a
$1,000,000
facility
to
provide
working
capital
to
the
Company
( Facility ).

The
key
terms
of
the
Facility
were
as
follows:

• -­‐ Facility
  limit:
  $1,000,000 -­‐ Period
  of
  facility:
  5
  years

• -­‐ Drawing:
  Each
  drawdown
  will
  result
  in
  an
  issue
  of
  fully
  paid
  ordinary
  shares
  to
  Gurney
  Capital. -­‐ Issue
  price
  for
  shares:
  80%
  of
  5-­‐day
  VWAP
  prior
  to
  each
  drawdown.

The
following
drawdowns
and
subsequent
issue
of
shares
have
been
made
under
the
Facility:

Date of Drawdown and Issue	Issue Price	Shares Issues	Total Drawdown Amount	ASX Listing Rule that applied to the issue of these shares
27 January 2015	$0.0197	1,585,025	$31,225.00	1,585,025 - 7.1
2 March 2015	$0.0184	1,630,435	$30,000.00	1,584,983 – 7.1A 45,452 – 7.1
30 April 2015	$0.0136	745,000	$10,132.00	745,000 - 7.1
Total		3,960,460	$71,357.00	2,375,477 – 7.1 1,584,983 – 7.1A

**Reasons

for
resolutions**

The
Facility
is
beneficial
to
the
Company,
as
the
proceeds
from
the
issue
of
the
Shares
will
provide
the
Company
with working
capital
to
support
the
ongoing
operations
of
the
Company.

Listing
Rule
7.1
restricts
the
number
of
Equity
Securities
which
a
listed
company
may
issue
in
any
12
month
period,
without the
approval
of
shareholders,
to
15%
of
the
number
of
shares
on
issue
at
the
start
of
the
period,
subject
to
certain adjustments
and
permitted
exceptions.

Listing
Rule
7.4
provides
that
an
issue
of
securities
is
deemed
to
have
been
made
with
shareholder
approval
if
Listing
Rule 7.1
is
not
breached
at
the
time
the
securities
were
issued
and
shareholders
subsequently
approve
the
issue.

The
Company is
seeking
approval
under
Listing
Rule
7.4
for
the
issue
of
2,375,477
Shares
pursuant
to
the
Facility,
as
outlined
in
the
above table.
If
shareholders
ratify
the
prior
issue
of
these
Shares
pursuant
to
Resolution
1,
the
Company
will
have
the
flexibility to
issue
further
Equity
Securities
up
to
the
15%
limit
over
the
next
12-­‐month
period
because
these
Shares
will
not
be counted
for
the
purposes
of
the
15%
limit
set
out
in
Listing
Rule
7.1.

Approval
for
the
issue
of
up
to
10%
of
the
Company’s
issued
capital
under
Listing
Rule
7.1A
was
granted
at
the
Company’s Annual
General
Meeting
held
on
25
November
2014.
This
can
only
be
used
once
in
any
12-­‐month
period.
The
Company has
issued
1,584,983
Shares
pursuant
to
Listing
Rule
7.1A
as
part
of
the
drawdowns
under
the
Facility.

**Shares

under
Resolution
1**

The
following
information
is
provided
to
Shareholders
to
allow
them
to
assess
Resolution
1,
including
for
the
purposes
of Listing
Rule
7.5:

• (a) Number
  of
  securities
  issued:
  2,375,477
  shares.

• (b) Issue
  price:
  Various
  (see
  table
  above).

• (c) Terms
  of
  the
  Securities:
  The
  Shares
  allotted
  and
  issued
  rank
  equally
  with
  the
  existing
  Shares
  on
  issue.

• (d) Allottees:
  the
  Shares
  were
  allotted
  and
  issued
  to
  Gurney
  Capital.

• (e) Intended
  use
  of
  funds
  raised:
  The
  funds
  raised
  from
  the
  issue
  of
  the
  Shares
  will
  be
  used
  for
  working
  capital
  to support
  the
  ongoing
  operations
  of
  the
  Company.

**Voting

Exclusion
Statement**

The
Company
will
disregard
any
votes
cast
on
Resolution
1
by
Gurney
Capital,
and
any
of
their
associates.
However,
the Company
will
not
disregard
a
vote
if
it
is
cast
by
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.

**Directors’

Recommendation**

The
Directors
unanimously
recommend
that
you
vote
in
favour
of
the
resolution.

**Chairman’s

Voting
Intention**

The
Chairman
of
the
Meeting
intends
to
vote
in
favour
of
this
resolution.

GLOSSARY

$ means
Australian
Dollars

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

AEST means
Australian
Eastern
Standard
Time
as
observed
in
Sydney,
Australia.

ASX means
ASX
Limited

ASX
Listing
Rules means
the
Listing
Rules
of
the
ASX.

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
000
969
362)

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.

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

Proxy
Form means
the
proxy
form
accompanying
the
Notice.

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.

Adavale Resources Limited ABN 96 008 719 015

Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

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

T 000001 000 ADD MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

Vote online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

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 For your vote to be effective it must be received by 10:00 am (Jakarta Time) Tuesday 16 June 2015

How to Vote on Items of Business

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

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.

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.

Attending the Meeting

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

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001

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

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
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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

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Adavale Resources Limited hereby appoint

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the Chairman of the Meeting

OR



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 General Meeting of Adavale Resources Limited to be held at the Company’s Indonesian office at 8[th] Floor, The CEO Building, Jl. TB Simatupang 18C, Cilandak, Jakarta 12430 Indonesia on Thursday 18 June 2015 at 10.00am (Jakarta Time) and at any adjournment or postponement of that meeting.

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.

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For Against Abstain
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• 1 Ratification of Issue of Shares

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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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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9 9 9 9 9 9 A

A D D