ADELONG GOLD LIMITED — Proxy Solicitation & Information Statement 2020

Apr 13, 2020

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14 April 2020

ASX Announcement

Update for General Meeting of Shareholders

3D Resources Ltd (Company) provides the following meeting update in respect to the General Meeting of Shareholders scheduled for 10.30am, Tuesday 21 April in light of the ongoing restrictions placed on public gatherings due to COVID19.

The Company does not plan to hold a virtual meeting of shareholders. Instead the Board of the Company strongly recommends that shareholders lodge their proxy form ahead of the deadline (10am, 19 April 2020) in order for their vote to be eligible and counted. It is noted that certain resolutions will require a poll following changes to ASX Listing Rules which came into effect on 1 January 2020, and it is felt that conducting a poll remotely could be impractical and potentially costly. This decision was made following consideration of the past meeting attendances by shareholders which generally supported resolutions by proxy rather than physical attendance.

A proxy form is attached to this announcement for shareholders’ convenience and the Company welcomes any questions to be submitted together with the proxy form which may be submitted by post or email to the addresses detailed below. An officer of the Company will respond to all questions directly.

The Company is currently preparing a presentation of the Adelong Gold Project which is proposed to be used during a virtual road show being organized by Baker Young Stockbrokers in anticipation of approval being granted by shareholders. A copy of the presentation will be released via the ASX platform in due course.

Email address for proxies and questions: Postal address for proxies:

adraffin@dwaccounting.com.au PO Box 253 Collins Street West Vic 8007

For Further Information, Contact

Peter Mitchell (Managing Director) Andrew Draffin (Company Secretary)

Telephone: +61 4 0088 0309 Telephone: +61 3 8611 5333

3D RESOURCES LIMITED 4/91 William Street Melbourne Vic 3000

Tel : +61 (0) 3 8611 5333 ASX : DDD Fax : +61 (0) 3 9620 0070 ABN 15 120 973 775 www.3dresources.com

APPOINTMENT OF PROXY FORM

3D RESOURCES LIMITED ACN 120 973 775

GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00am (AEST) on 21 April 2020 at DW Accounting & Advisory, Level 4, 91 William Street, Melbourne VIC 3000 , and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Approval of Financial Assistance
Resolution 2	Approval of Issue of Shares
Resolution 3	Ratification of Issue of Options under Placement
Resolution 4	Approval for Issue of Shares on Conversion of Debt
	Resolution 4A
	Resolution 4B
	Resolution 4C
Resolution 5	Approval for Issue of Shares on Conversion of Debt
Resolution 6	Approval to Offer and Issue New Options to Non-Related Parties of the Company
	Approval to Offer and Issue New Options to Related Parties
Resolution 7	of the Company
	Resolution 7A
	Resolution 7B
	Resolution 7C

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

%

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Date: Contact name: E-mail address:	Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Date: Contact name: E-mail address:	Shareholder 2 Shareholder 3 Director Director/Company Secretary Contact ph (daytime): Consent for contact by e-mail: YES NO	Shareholder 3

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Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

1. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to 3D Resources Limited, Level 4, 91 William Street, Melbourne VIC 3000; or

• (b) facsimile to the Company on facsimile number (+61 3) 8596 9967,

so that it is received not later than 10.00am (AEST) on 19 April 2020 .

Proxy Forms received later than this time will be invalid.

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