ADELONG GOLD LIMITED — Proxy Solicitation & Information Statement 2020

Mar 19, 2020

==> picture [298 x 77] intentionally omitted <==

ASX Announcement 20 March 2020

NOTICE OF MEETING

3D Resources Ltd (Company) is pleased to announce that it has today despatched a Notice of Meeting to all shareholders in relation to its acquisition of the Adelong Gold Project.

The meeting which will be held at 10am on 21 April 2020 seeks approval for various matters in connection with the acquisition.

For Further Information, Contact

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

Telephone: +61 4 0088 0309 Telephone: +61 3 9620 0033

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

3D RESOURCES LIMITED

ACN 120 973 775

NOTICE OF GENERAL MEETING

TIME : 10.00am (AEST) DATE : 21 April 2020 PLACE : DW Accounting & Advisory, Level 4, 91 William Street, Melbourne VIC 3000

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 3) 8611 5320.

CONTENTS PAGE

Business of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	8
Glossary	26
Proxy Form	28

IMPORTANT INFORMATION

VENUE OF MEETING

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at DW Accounting & Advisory, Level 4, 91 William Street, Melbourne VIC 3000 on 21 April 2020 at 10.00am (AEST).

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 10.00am (AEST) on 19 April 2020.

VOTING IN PERSON

To vote in person, attend the 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:

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

• 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.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

1

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL OF FINANCIAL ASSISTANCE

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

“That pursuant to Section 260B(2) of the Corporations Act and for the purposes of Section 260A of the Corporations Act, Shareholders approve Challenger Mines Pty Ltd (ACN 090 166 528) ( Challenger Mines ), a company that will become a subsidiary of the Company, giving financial assistance to the Company in connection with the acquisition by the Company of the assets of Macquarie Gold Limited (Receivers & Managers Appointed) (ACN 147 921 220), including the entire issued share capital of Challenger Mines and all elements of those transactions and any other transaction that may constitute financial assistance by Challenger Mines for the purposes of Section 260A if the Corporations Act, on the terms set out in the Explanatory Statement.”

2. RESOLUTION 2 – APPROVAL OF ISSUE OF SHARES

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, the Company is authorised to issue up to $2,000,000 worth of fully paid ordinary shares ( Future Placement Shares ) at an issue price per Future Placement Share of not less than 80% of the volume weighted average market price of the Company’s shares calculated over the last five days on which sales in the shares of the Company were recorded before the day on which the placement of Future Placement Shares is made, to various sophisticated, professional and other investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act 2001 (Cth) and otherwise on the terms set out in the Explanatory Statement.”

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS UNDER PLACEMENT

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 130,000,000 unlisted options to sophisticated and professional investors, under a private placement, on the terms set out in the Explanatory Statement.”

4. RESOLUTIONS 4A TO 4 C – APPROVAL FOR ISSUES OF SHARES ON CONVERSION OF DEBT

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, approval be given in respect of the issue of:

• (a) 75,000,000 fully paid ordinary shares to Mr Ian Hastings or his nominee;

3

• (b) 75,000,000 fully paid ordinary shares to Mr Peter Mitchell or his nominee; and

• (c) 12,500,000 fully paid ordinary shares to Mr John Chegwidden or his nominee,

on the terms set out in the Explanatory Statement.”

5. RESOLUTION 5 – APPROVAL FOR ISSUE OF SHARES ON CONVERSION OF DEBT

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue of 12,500,000 fully paid ordinary shares to Mr Andrew Draffin or his nominee, on the terms set out in the Explanatory Statement.”

6. RESOLUTION 6 – APPROVAL TO OFFER AND ISSUE NEW OPTIONS TO NON-RELATED PARTIES OF THE COMPANY

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be given for the offer and issue of up to 275,694,324 New Options, exercisable at $0.005 each with an expiry date of 31 March 2022, with an issue price of $0.001 per New Option, to non-Related Parties of the Company who held DDDO Options which expired unexercised on 15 December 2019, on the basis of one (1) New Option for every one (1) DDDO Option held, on the terms set out in the Explanatory Statement.”

7. RESOLUTIONS 7A TO 7C – APPROVAL TO OFFER AND ISSUE NEW OPTIONS TO RELATED PARTIES OF THE COMPANY

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, approval be given in respect of the offer and issue of up to:

• (a) 16,500,000 New Options exercisable at $0.005 each with an expiry date of 31 March 2022, with an issue price of $0.001 per New Option to Tomik Nominees Pty Ltd, a Related Party of the Company by virtue of its relationship with Mr Hastings, a Director of the Company who held DDDO Options which expired unexercised on 15 December 2019, on the basis of one (1) New Option for every one (1) DDDO Option held, on the terms set out in the Explanatory Statement;

• (b) 21,750,000 New Options exercisable at $0.005 each with an expiry date of 31 March 2022, with an issue price of $0.001 per New Option to Mr Peter Mitchell, a Related Party of the Company as a Director of the Company who held DDDO Options which expired unexercised on 15 December 2019, on the basis of one (1) New Option for every one (1) DDDO Option held, on the terms set out in the Explanatory Statement; and

4

• (c) 6,437,500 New Options exercisable at $0.005 each with an expiry date of 31 March 2022, with an issue price of $0.001 per New Option to Ausnom Pty Ltd, a Related Party of the Company by virtue of its relationship with Mr Chegwidden, a Director of the Company who held DDDO Options which expired unexercised on 15 December 2019, on the basis of one (1) New Option for every one (1) DDDO Option held, on the terms set out in the Explanatory Statement.

VOTING EXCLUSIONS

The Company will disregard any votes cast in favour of the resolution (as set out in the table below) by or on behalf of:

• the named person or class of persons excluded from voting (as set out in the table below); or

an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution	The named person or class of persons excluded from voting
2 – Approval of Issue of Shares*	any 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 Company) or an associate of those persons or any person whose votes, in ASX’s opinion, should be disregarded
3 – Ratification of Issue of Options under Placement	a person who participated in the issue or is a counterparty to the agreement being approved, an associate of those persons or any person whose votes, in ASX’s opinion, should be disregarded
4A – Approval for Issue of Shares on Conversion of Debt – Mr Ian Hastings	Mr Ian Hastings or his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securitiesin the Company) orany

5

	person whose votes, in ASX’s opinion, should be disregarded
4B – Approval for Issue of Shares on Conversion of Debt – Mr Peter Mitchell	Mr Peter Mitchell or his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any person whose votes, in ASX’s opinion, should be disregarded
4C – Approval for Issue of Shares on Conversion of Debt – Mr John Chegwidden	Mr John Chegwidden or his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any person whose votes, in ASX’s opinion, should be disregarded
5 – Approval for Issue of Shares on Conversion of Debt – Mr Andrew Draffin	Mr Andrew Draffin or his associates and any 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 Company) or any person whose votes, in ASX’s opinion, should be disregarded
6 – Approval to Offer and Issue of New Options to non-Related Parties of the Company	any 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 Company), an associate of those persons or any person whose votes, in ASX’s opinion, should be disregarded
7A – Approval to Offer and Issue New Options to Directors of the Company – Mr Ian Hastings	Mr Ian Hastings or his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any person whose votes, in ASX’s opinion, should be disregarded
7B – Approval to Offer and Issue New Options to Directors of the Company – Mr Peter Mitchell	Mr Peter Mitchell or his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any person whose votes, in ASX’s opinion, should be disregarded
7C – Approval to Offer and Issue New Options to Directors of the Company – Mr John Chegwidden	Mr John Chegwidden or his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any person whose votes, in ASX’s opinion, should be disregarded

*Note to table: The proposed allottees of any Future Placement Shares are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that

6

that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Future Placement Shares), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

DATED: 17 MARCH 2020

BY ORDER OF THE BOARD

==> picture [176 x 20] intentionally omitted <==

MR ANDREW DRAFFIN 3D RESOURCES LIMITED COMPANY SECRETARY

7

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at DW Accounting & Advisory, Level 4, 91 William Street, Melbourne VIC 3000 on 21 April 2020 at 10.00am (AEST).

The 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. RESOLUTION 1 – APPROVAL OF FINANCIAL ASSISTANCE

This explanatory note is in relation to the Resolution 1, which is a special resolution.

The following information is provided as a disclosure statement for the purposes of section 260B(4) of the Corporations Act. The Directors consider that this explanatory note contains all material information known to the Company that could reasonably be required by Shareholders in deciding how to vote on Resolution 1. The Company is not required to provide information which has previously been disclosed by it to its members.

1.1 Overview of the Financial Assistance provisions of the Corporations Act

The Corporations Act restricts the ability of a company to financially assist in the acquisition of its own shares or the shares in its holding company. Section 260A(1) of the Corporations Act sets out the only circumstances in which a company may provide such financial assistance being where giving such assistance:

• (a) does not materially prejudice:

• (i) the interests of the company or its shareholders; or

• (ii) the company’s ability to pay its creditors; or

• (b) is approved by shareholders under section 260B of the Corporations Act; or

• (c) is exempted under section 260C of the Corporations Act.

Section 260B(1) of the Corporations Act provides that shareholder approval (by the shareholders of the entity providing the financial assistance) must be given either by:

• (a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by the person acquiring the shares or by their associates; or

(b) a resolution agreed to, at a general meeting, by all ordinary shareholders.

Further, section 260B(2) of the Corporations Act requires that, where the company providing the financial assistance will be a subsidiary of a listed domestic corporation ( Australian Listed Holding Company ) after the acquisition in section 260A of the Corporations Act occurs, the financial assistance must also be approved by a special resolution passed at a general meeting of the Australian Listed Holding Company.

As Challenger Mines Pty Ltd (Receivers & Managers Appointed) (ACN 090 166 528) ( Challenger Mines ) is proposed to become a subsidiary of the Company (as an Australian Listed Holding Company) following completion of the Proposed Transaction (defined in section 1.2 below), Shareholders are being asked to approve,

8

via special resolution, the Financial Assistance (as defined in section 1.2 below), as required by section 260B(2) of the Corporations Act. The shareholders of Challenger Mines will similarly be asked to approve the Financial Assistance as required by section 260B(1) of the Corporations Act.

1.2 Background

As announced to ASX on 21 February 2020, the Company has executed a purchase agreement to acquire the Adelong Gold Project ( Purchase Agreement ). Whilst the commercial terms of the Agreement are confidential, the effect of the Purchase Agreement (subject to completion and full compliance with its terms by the parties thereto) will see the Company acquire 100% of the issued capital of Challenger Mines and the assets (other than specific excluded assets) of Macquarie Gold Limited (Receivers and Managers Appointed) (ACN 147 921 220) ( Macquarie Gold ) from Macquarie Gold ( Proposed Transaction ).

The Purchase Agreement is subject to a number of conditions precedent, including the Company obtaining of shareholder approval pursuant to section 260B(2) of the Corporations Act.

The predominant asset of Challenger Mines being acquired by the Company pursuant to the Proposed Transaction is the Adelong Gold Project and the associated plant and equipment. Challenger Mines also owns certain real property relating to the Adelong Gold Project ( Real Property ).

The Company has agreed to pay the purchase price for the Proposed Transaction as follows:

• (a) a deposit of $100,000 which was paid on 21 February 2020;

• (b) $500,000 payable on the completion date; and

• (c) a vendor loan of $760,000 advanced on the completion date that is repayable on or before 30 June 2020.

The Company retains the right to complete the Proposed Transaction by a single payment on the completion date, in which case the need for a loan would not arise, and therefore the financial assistance proposed by this Resolution 1 would not arise.

Macquarie Gold has agreed to provide vendor finance to the Company pursuant to a loan agreement ( Loan Agreement ) for the amount set out above and which accrues interest at 10% per annum after 30 June 2020. As a condition of the Loan Agreement, it is proposed that Challenger Mines (as a subsidiary of the Company), enters into:

• (a) a General Security Deed granting a first-ranking, fixed and floating security interest over all of its present and future assets, and all present and afteracquired property of any nature or description, situated in Australia or overseas and all the legal and beneficial right title and interest of Challenger Mines to or in each of those assets or property at any time, in favour of Macquarie Gold and the Receivers and Managers ( GSD ); and

• (b) a mortgage which will grant first ranking mortgage over the Real Property in favour of Macquarie Gold and the Receivers and Managers ( Mortgage ),

the above being the Security Interests .

9

1.3 The ‘Financial Assistance’

By way of entering into the GSD and the Mortgage, which is a condition of the Loan Agreement and a requirement for completion of the Proposed Transaction, Challenger Mines will be financially assisting in the acquisition of its own shares for the purposes of section 260A of the Corporations Act.

The particulars of the financial assistance to be given by Challenger Mines are:

• (a) pursuant to the Security Interests set out in the GSD and the Mortgage;

• (b) the Security Interests will be granted in favour of Macquarie Gold and the Receivers and Managers in order to secure the obligations of the Company under the Loan Agreement (i.e. to secure the Company’s obligation to pay the relevant portion of the purchase price);

• (c) the Security Interests are to be discharged upon full repayment of the vendor finance provided to the Company under the Loan Agreement, which is anticipated to occur on 30 June 2020 or earlier at the Company’s discretion,

the above being the Financial Assistance .

1.4 Effect of the proposed Financial Assistance

The requirement for Challenger Mines to grant the Security Interests, and accede as guarantors under the Loan Agreement, is considered customary and consistent with market practice for commercial transactions of this nature, particularly whereby a target entity owns real property (in the case of the Mortgage).

Granting the Security Interests, and acceding as a guarantor should not, in and of itself, materially prejudice the interests of Challenger Mines, the future shareholder of Challenger Mines (being the Company) or the ability of Challenger Mines to pay its creditors as the liability to the lenders under the Loan Agreement is a contingent rather than an actual liability.

However, by granting such security the assets of Challenger Mines will be subject to the Security Interests and its operations will be restricted by the representations and undertakings given under the GSD and the Mortgage. Similarly, by acceding as a guarantor of the Company’s obligations under the Loan Agreement, Challenger Mines will assume a contingent liability to meet the obligations of the Company under the Loan Agreement, which includes an obligation to pay the lender (being Macquarie Gold) any amounts that are due under or in connection with the Loan Agreement in the event that the Company fails to pay such amounts. This may have an adverse effect on the financial position of Challenger Mines and its ability to pay its creditors should the lender enforce the Security Interests, or call on the guarantee in the event of a default by the Company under the Loan Agreement.

1.5 Reasons for giving the Financial Assistance

The principal advantage to the Company in Challenger Mines providing the Financial Assistance is that Macquarie Gold and the Receivers and Managers will agree to sell all of the shares in and assets of Challenger Mines (which includes the Adelong Gold Project), along with the assets of Macquarie Gold (other than specific excluded assets), to the Company, thereby making Challenger Mines a wholly owned subsidiary of the Company.

If Resolution 1 is not passed and Challenger Mines does not provide the Security Interests, the conditions to completion of the Proposed Transaction would not be

10

satisfied and the Company’s acquisition of the Adelong Gold Project may not proceed.

1.6

Why Shareholder approval is required

As Challenger Mines will become a subsidiary of the Company (being an Australian Listed Holding Company) immediately after completion of the Proposed Transaction, the Financial Assistance must be approved by a special resolution passed at a general meeting of the Company under section 260B(2) of the Corporations Act.

It is intended that the giving of the Financial Assistance will also be approved by a unanimous resolution of Challenger Mines, as required by section 260B(1) of the Corporations Act.

1.7 Board Recommendation

The Directors are of the view that the provision of Financial Assistance in the manner contemplated is advantageous to the Company and to Challenger Mines in that it will:

• (a) enable the Company and Challenger Mines to satisfy each of their obligations under the Purchase Agreement, Loan Agreement, GSD and Mortgage (as applicable) and allow them to progress to completion of the Proposed Transaction;

• (b) allow the Company and Challenger Mines to fully exploit the commercial opportunity presented by the Adelong Gold Project;

• (c) allow Challenger Mines to benefit from the scale and strength of being a wholly owned subsidiary of the Company, including through synergies and cost savings that will be obtained through its integration with the Company; and

• (d) enable Challenger Mines to benefit from the management and mining expertise of the Company, noting that the Receivers and Managers have been appointed to manage the assets and property of Challenger Mines.

For the reasons set out in sections 1.1 to 1.7 above, the Board recommends that Shareholders vote in favour of Resolution 1.

1.8 Further Information

A copy of this Resolution and the accompanying explanatory notes were lodged with ASIC before being sent to Shareholders, in accordance with section 260B(5) of the Corporations Act.

Resolution 1 will be passed if at least 75% of the votes cast by Shareholders entitled to vote on the Resolution vote in favour of it. If passed by Shareholders, a copy of the Resolution will be lodged with ASIC by the Company within 14 days of being passed, in accordance with section 260B(7) of the Corporations Act.

2. RESOLUTION 2 – APPROVAL OF ISSUE OF SHARES

2.1 Background

Resolution 2 seeks Shareholder approval to issue of up to $2,000,000 worth of new shares ( Future Placement Shares ) at an issue price per share of not less than 80% of the VWAP of the shares calculated over the last five days on which sales in the shares were recorded before the day on which the Future Placement Shares are issued to

11

various sophisticated, professional and other investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act.

The funds raised by the issue of the Future Placement Shares will be used to fund the acquisition of the Adelong Gold Project and for general working capital purposes.

Listing Rule 7.1 requires a company that wishes to issue more than 15% of its securities in any 12 month period to obtain Shareholder approval by way of ordinary resolution (unless the issue is exempted under Listing Rule 7.2). Similarly, ASX Listing Rule 7.1A allows the Company to issue up to an additional 10% of its issued securities, subject to shareholder approval being obtained at the Company’s annual general meeting.

At this stage, the Company has not committed to undertaking the issue of the Future Placement Shares, nor the price at which the Future Placement Shares will be issued. However, pursuant to Resolution 2 the Company is seeking approval of Shareholders to provide it with flexibility to undertake the placement of the Future Placement Shares within three months following the Meeting without using the Company’s placement capacity pursuant to Listing Rules 7.1 or 7.1A.

2.2 Additional Information required by Listing Rule 7.3

Pursuant to Listing Rule 7.3, the Company provides the following information in relation to the proposed issue of the Future Placement Shares:

(a) Name of the person/s to whom the Company will issue the securities

The Future Placement Shares will be issued to one or more unrelated sophisticated, professional or other investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act. The Future Placement Shares will not be issued to any recipient who, upon such issue, and in combination with that recipient’s associates, would have a Relevant Interest in excess of 19.99% of the Shares in the Company, unless further Shareholder approval is obtained or the issue of Future Placement Shares to that recipient otherwise complies with Chapter 6 of the Corporations Act.

(b) Number and class of securities the Company will issue

If Resolution 2 is approved, fully paid ordinary shares up to a value of up to $2,000,000 will be issued. The number of Future Placement Shares to be issued will be determined by dividing the value of the placement by the issue price of the Future Placement Shares (as determined by the Directors subject to the parameters set out in paragraph (e) below).

(c) Terms of the securities

The Future Placement Shares issued will rank equally with the existing ordinary shares and will be quoted on the ASX.

(d) Date on which the Company will issue the securities

If Resolution 2 is approved, the Future Placement Shares will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by ASX pursuant to any waiver or modification of the Listing Rules). The Future Placement Shares may be issued progressively.

12

(e) Issue price of the securities

The Future Placement Shares will be issued at an issue price per Future Placement Share to be determined by the Directors, which shall be not less than 80% of the VWAP of Shares calculated over the last five days on which trades of Shares were recorded on ASX up to the day before the Future Placement Shares are agreed to be issued.

The following examples show potential scenarios of the number of Future Placement Shares which may be issued:

Example 1: Using the market price of $0.003 at the time of preparing this Notice as being equivalent to the 5-day VWAP for illustration purposes, the issue price will be not less than 80% of $0.003 which is $0.0024. Accordingly, the total number of Future Placement Shares that may be issued pursuant to the Shareholder approval would be approximately 833,333,333 ($2,000,000 divided by $0.0024).

Example 2: If the 5-day VWAP is decreased by 50% which is equal to $0.0015, the issue price will be not less than 80% of $0.015 which is $0.0012. Accordingly, the total number of Future Placement Shares that may be issued pursuant to the Shareholder approval would be approximately 1,666,666,666 ($2,000,000 divided by $0.0012).

Example 3: If the 5-day VWAP is increased by 50% which is equal to $0.0045, the issue price will be not less than 80% of $0.0045 which is $0.0036. Accordingly, the total number of Future Placement Shares that may be issued pursuant to the Shareholder approval would be approximately 555,555,555 ($2,000,000 divided by $0.0036).

(f) Purpose and Purpose of issue and use of funds

The Company will raise up to $2,000,000 from the issue of the Future Placement Shares, which it intends to use to fund the acquisition of the Adelong Gold Project and for general working capital purposes.

(g) Material terms of agreement

As at the date of this Notice, the Company has not yet entered into any agreement for the issue of the Future Placement Shares.

(h) Voting Exclusion Statement

A voting exclusion statement for Resolution 2 is set out in the Notice.

2.3 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS UNDER PLACEMENT

3.1 Background

Resolution 3 relates to the ratification of 130,000,000 unlisted options issued on 7 February 2020 for no consideration, having an exercise price of $0.003 (0.3 cents) and an expiry date of 7 February 2022 ( Past Placement Options ). The Past Placement Options were issued to the persons set out in section 3.2(a).

13

The Past Placement Options were issued to the parties set out above as freeattaching options to the placement recently undertaken by the Company and announced to ASX on 5 February 2020 ( Past Placement ), along with 5,000,000 Past Placement Options that were issued to the broker engaged by the Company to undertake the Past Placement, Baker Young Stockbrokers. The Company is not seeking to have Shareholders also ratify the issue of Shares under the Past Placement as Shareholders granted the Company pre-approval for the issue of such Shares at the Company’s most recent annual general meeting held on 27 November 2019.

3.2 Additional Information required by Listing Rule 7.5

Pursuant to Listing Rule 7.5 and to enable the Shareholders to approve the issue of the Past Placement Options, Shareholders are provided with the following information in respect of Resolution 3:

(a) Name of the person/s to whom the Company issued the securities

The Past Placement Options were issued to the following persons:

• (i) 5,000,000 to Mr Peter Proksa;

• (ii) 5,500,000 to Rotherwood Enterprises Pty Ltd;

• (iii) 5,000,000 to Scintilla Strategic Investments Limited;

• (iv) 3,500,000 to Mr Jack Thomas ;

• (v) 5,000,000 to Mr Guy Langdon Collison ;

• (vi) 4,000,000 to 10 Bolivianos Pty Ltd;

• (vii) 1,500,000 to Valas Investments Pty Ltd;

• (viii) 6,000,000 to Ms Chunyan Niu;

• (ix) 2,000,000 to Frase Pty Ltd;

• (x) 10,000,000 to Sheilds Children Family A/C;

• (xi) 82,500,000 to MAPD Nominees Pty Ltd; and

• (xii) 5,000,000 to Baker Young Stockbrokers.

(b) Number and class of securities issued

130,000,000 Past Placement Options were issued.

(c)

Terms of the securities

Each Past Placement Option was issued on the terms set out in section 3.1 above and may be exercised to acquire one (1) Share which will rank equally in all respects with all other Shares that the Company has then on issue.

(d) Date on which the securities were issued

The Past Placement Options were issued on 7 February 2020.

• (e) Issue price or consideration received

14

No consideration was received from the issue of the Past Placement Options, which were free-attaching and issued to all participants in the Past Placement on a one for two basis (as well as the Past Placement Options issued to Baker Young Stockbrokers as part of their agreed fee for managing the Past Placement).

(f) Purpose of issue and use of funds

As previously disclosed, the Company has applied the funds received from the Past Placement to fund the deposit paid on the Adelong Gold Project and for working capital purposes.

(g) Material terms of agreement

The Past Placement Options were issued as free-attaching options to the Past Placement on a one for two basis, as well as part of the mandate agreed with Baker Young Stockbrokers for managing the Past Placement.

(h) Voting Exclusion Statement

A voting exclusion statement for Resolution 3 is set out in the Notice.

3.3 About Listing Rule 7.4

Listing Rule 7.4 permits a listed company at general meetings to subsequently approve issues of securities made without prior approval under Listing Rule 7.1. Resolution 3 has been included in this Notice of Meeting to preserve the Company’s ability to issue further securities under Listing Rule 7.1.

Listing Rule 7.1 provides that a listed company may not issue equity securities in any 12 month period where the total number of equity securities to be issued exceeds 15% of the total number of fully paid ordinary securities on issue 12 months before the date of the issue, except where an exception applies or with prior approval of members of the Company at a general meeting.

Listing Rule 7.4 states that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Company’s members subsequently approve it.

Accordingly, the Company seeks ratification by Shareholders for the issue of the Past Placement Options as disclosed above.

3.4 Board Recommendation

The Board recommends that shareholders approve the past issue of the Past Placement Options as proposed by Resolution 3.

4. RESOLUTIONS 4A TO 4C – PROPOSED ISSUE OF SHARE S – CONVERSION OF DEBT

4.1 Background

Each of the following Company officers noted below, being Related Parties of the Company for the purposes of the Listing Rules, were owed Director’s fees by the Company as at 21 February 2020 and are proposed to be issued the following Shares on conversion of part of those fees:

15

	Ian Hastings	Peter Mitchell	John Chegwidden
Unpaid Director’s Fees*	$150,000	$150,000	$25,000
Shares to be issued	75,000,000	75,000,000	12,500,000

*Note to table: The Director’s fees owing are gross figures reflecting commercial arrangements between the Company and the Directors which relate to the period from March 2018 to 21 February 2020.

Following completion and termination of the Haiti project in the first half of 2018, the Directors resolved to reduce fees by half and accrue fees until a replacement project was identified and acquired. The Directors did this to avoid further capital raisings, which would have had the effect of diluting existing Shareholders given the Company’s low share price at the time.

The Directors have provided their services on the above basis since March 2018, together with the Company’s accountants and Company Secretary who have also accrued professional fees. The Directors have also resolved that, in order to ensure sufficient capital is available to complete the Proposed Transaction and for general working capital, they will continue to defer payment of Director’s fees until a more appropriate time with part of the currently accrued fees (as set out in the above table) to be converted to equity at a price equal to the 15-day VWAP immediately prior to 21 February 2020, being the date that the Company announced the proposed capitalisation ( Announcement ), which is $0.002 per share.

Resolutions 4A to 4C seek approval pursuant to Listing Rule 10.11 for the issue of a total of 162,500,000 Shares at a deemed issue price of $0.002 per Share to the Directors (or their nominee) to extinguish the liabilities as referred to above.

No Shares will be issued to the relevant entities if Shareholder approval for Resolutions 4A to 4C is not obtained (as appropriate).

4.2 Resolution 4A: Conversion of Director’s Fees Owing into Shares – Mr Ian Hastings

Mr Ian Hastings was appointed as a non-executive Director of the Company on 23 July 2010 and is also the Chairman of the Board.

The amount of Director’s fees to be converted by Mr Hastings as at the date of the Announcement was $150,000, which relate to the period from March 2018 to 21 February 2020.

4.3 Resolution 4B: Conversion of Director’s Fees Owing into Shares – Mr Peter Mitchell

Mr Peter Mitchell was appointed as a Managing Director of the Company on 3 December 2010.

The amount of Director’s fees to be converted by Mr Mitchell as at the date of the Announcement was $150,000, which relate to the period from March 2018 to 21 February 2020.

4.4 Resolution 4C: Conversion of Director’s Fees Owing into Shares – Mr John Chegwidden

Mr John Chegwidden was appointed as a non-executive Director of the Company on 1 November 2006.

16

The amount of Director’s fees to be converted by Mr Chegwidden as at the date of the Announcement was $25,000, which relate to the period from March 2018 to 21 February 2020.

4.5 Additional Information required by Listing Rule 10.13

Pursuant to Listing Rule 10.13, the Company provides the following information with respect to Resolutions 4A to 4C:

(a) Name of the person/s to whom the Company will issue the securities

• (i) In respect of Resolution 4A – Mr Ian Hastings or his nominee.

• (ii) In respect of Resolution 4B – Mr Peter Mitchell or his nominee.

• (iii) In respect of Resolution 4C – Mr John Chegwidden or his nominee.

(b) Category into which the person/s fall

• (i) In respect of Resolution 4A – Mr Ian Hastings is a Director and Related Party of the Company.

• (ii) In respect of Resolution 4B – Mr Peter Mitchell is a Director and Related Party of the Company.

• (iii) In respect of Resolution 4C – Mr John Chegwidden is a Director and Related Party of the Company.

(c) Number and class of securities to be issued

• (i) In respect of Resolution 4A – 75,000,000 fully paid ordinary shares.

• (ii) In respect of Resolution 4B – 75,000,000 fully paid ordinary shares.

• (iii) In respect of Resolution 4C – 12,500,000 fully paid ordinary shares.

(d) Date on which the securities will be issued

If Resolutions 4A to 4C are approved the Shares will be issued at the earliest practicable opportunity following the date of the Meeting and in any event not later than 1 month after the date of the Meeting.

(e)

Issue price or consideration received

The deemed issue price for the Shares proposed to be issued under Resolutions 4A to 4C is $0.002 per Share.

(f)

Purpose and use of funds

No funds will be raised from the issue of the Shares proposed to be issued under Resolutions 4A to 4C. The purpose of the issues is to improve the Company’s balance sheet by extinguishing the following Company liabilities.

• (i) In respect of Resolution 4A –$150,000.

• (ii) In respect of Resolution 4B – $150,000. (iii) In respect of Resolution 4C – $25,000.

17

(g) Remuneration of Directors

The proposed issue of the Shares the subject of Resolutions 4A to 4C is intended to convert outstanding directors’ fees. The details of the Directors’ current annual remuneration packages are as follows:

• (i) In respect of Mr Ian Hastings – $96,000.

• (ii) In respect of Mr Peter Mitchell – $96,000.

• (iii) In respect of Mr John Chegwidden – $36,000.

(h) Material terms of agreement

There are no other material terms for the proposed issues of Shares under Resolutions 4A to 4C.

(i) Voting Exclusion Statement

Voting exclusion statements for Resolutions 4A to 4C are set out in the Notice.

4.6 Chapter 2E of the Corporations Act

The Directors (excluding Mr Hastings in respect of Resolution 4A, Mr Mitchell in respect of Resolution 4B and Mr Chegwidden in respect of Resolution 4C, each abstaining)) believe that the issue of the Shares pursuant to Resolutions 4A to 4C are appropriate and reasonable in all circumstances, as they are being issued at an issue price equal to the 15-day VWAP of the Company’s Shares immediately prior to the date of the Announcement, being $0.002 per Share, which is a higher price at which shares were issued to third party sophisticated and professional investors under the Past Placement recently completed by the Company, and are reasonable remuneration in the Company’s and the Directors’ circumstances. Therefore the Company considers that the issue of these Shares is on arm’s length terms under section 210 of the Corporations Act and/or reasonable remuneration under section 211 of the Corporations Act (being exceptions to the prohibition set out in Chapter 2E), and therefore that Shareholder approval is not required for the purposes of Chapter 2E (noting that the Company still seeks Shareholder approval for the purposes of the Listing Rules).

4.7 Board Recommendation

Each recipient of Shares contemplated by Resolutions 4A to 4C is a Related Party of the Company as a Director.

Accordingly:

• (a) Mr Hastings has a material personal interest in the outcome of Resolution 4A; (b) Mr Mitchell has a material personal interest in the outcome of Resolution 4B; and

• (c) Mr Chegwidden has a material personal interest in the outcome of Resolution 4C.

In the interests of good corporate governance, the Directors decline to make any recommendations as to how Shareholders should vote on any of Resolutions 4A to 4C (not just in respect of those Resolutions in which the individually have a material personal interest) as they may each acquire a Relevant Interest in Shares if Resolutions 4A to 4C are approved.

18

5. RESOLUTION 5 – PROPOSED I SSUE OF SHARES – CONVERSION OF DEBT

5.1 Background

Mr. Andrew Draffin was appointed as a Company Secretary of the Company on 1 July 2013.

As noted in section 4.1 above, following termination of the Haiti project in early 2018, the Directors, along with Mr Draffin in his capacity as Company Secretary, resolved to accrue fees until a replacement project was identified and acquired in an effort to avoid further capital raisings and diluting existing Shareholders.

Mr Draffin has provided his services as Company Secretary on the above basis for the last two years. Mr Draffin has agreed to continue to defer payment of fees until a more appropriate time with part of the currently accrued fees to be capitalised to equity on the same terms as the Director’s fees the subject of Resolutions 4A to 4C.

The total amount of company secretarial fees to be converted by Mr. Draffin as at the date of the Announcement was $25,000.

Resolution 5 seeks approval for the issue of a total of 12,500,000 Shares at a deemed issue price of $0.002 per Share pursuant to Listing Rule 7.1 to DW Accounting & Advisory Pty Ltd, as nominee of Mr Draffin, in order to extinguish part of the accrued liability currently owed to Mr Draffin as referred to above.

Listing Rule 7.1 requires a company that wishes to issue more than 15% of its securities in any 12 month period to obtain Shareholder approval by way of ordinary resolution (unless the issue is exempted under Listing Rule 7.2). Similarly, ASX Listing Rule 7.1A allows the Company to issue up to an additional 10% of its issued securities, subject to shareholder approval being obtained at the Company’s annual general meeting. Resolution 5 has been included in this Notice of Meeting to preserve the Company’s ability to issue further shares under Listing Rule 7.1.

5.2 Additional Information required by Listing Rule 7.3

Pursuant to Listing Rule 7.3, the Company provides the following information in relation to the proposed issue of Shares pursuant to Resolution 5:

(a) Name of the person/s to whom the Company will issue the securities

The Shares will be issued to DW Accounting & Advisory Pty Ltd (ACN 612 650 496).

(b) Number and class of securities the Company will issue

If Resolution 5 is approved 12,500,000 fully paid ordinary shares will be issued.

(c) Terms of the securities

The Shares issued will rank equally with the existing ordinary shares and will be quoted on the ASX.

(d) Date on which the Company will issue the securities

If Resolution 5 is approved, the Shares will be issued at the earliest practicable opportunity following the date of the Meeting and in any event not later than 3 months after the date of the Meeting (or such later date to the extent permitted by ASX pursuant to any waiver or modification of the Listing Rules).

19

If Resolution 5 is not approved, the Company may still issue the Shares under its existing Listing Rule 7.1 placement capacity.

(e) Issue price of the securities

The deemed issue price for the Shares proposed to be issued under Resolution 5 is $0.002 per Share.

(f) Purpose and use of funds

No funds will be raised from the issue of the Shares proposed to be issued under Resolution 5. The purpose of the issue is to improve the Company’s balance sheet by reducing the Company’s liabilities. If the Shares the subject of Resolution 5 are issued, a Company liability of $25,000 will be extinguished.

(g)

Material terms of agreement

There are no other material terms for the proposed issues of Shares under Resolution 5.

(h) Voting Exclusion Statement

A voting exclusion statement for Resolution 5 is set out in the Notice.

5.3 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 5.

6. BACKGROUND TO RESOL UTIONS 6 AND 7A TO 7C

The Meeting will provide eligible shareholders the opportunity to vote on the offer of New Options to holders of expired DDDO Options ( Option Holders ). Only shareholders who did not hold DDDO Options at 15 December 2019 are eligible to vote on Resolutions 6 and 7A to 7C for the offer and issue of New Options.

Under the offer New Options, which the Company first announced on 21 February 2020 and which is subject to Shareholder approval, the Company will offer Option Holders the opportunity to subscribe for 1 New Option for every DDDO Option which they held, and which expired, as at 15 December 2019 unexercised ( New Options Offer ). Subject to Shareholder approval, New Options will be issued under a disclosure document for a nominal price of $0.001 per New Option, will have an expiry date of 31 March 2022 and an exercise price of $0.005 each.

If Shareholders approve the offer of New Options and the offer is fully subscribed, the Company will have the opportunity to generate a cash inflow of $1,654,166 from the issue price and exercise price of the New Options. The funds raised from the issue of New Options will be used to fund the Company’s general working capital requirements.

The terms and conditions attaching to the New Options are set out in Schedule 1.

7. RESOLUTION 6 – APPROVAL TO OFFER AND ISSUE NEW OPTIONS TO NON-RELATED PARTIES OF THE COMPANY

7.1 Background

Resolution 6 seeks Shareholder approval under Listing Rule 7.1 for the proposed offer and issue of up to 231,006,824 New Options to all Option Holders other than Related Parties, being persons whom shareholder approval is required under Listing Rule

20

10.11), on the basis of 1 New Option for every 1 DDDO Option which expired unexercised.

The Company has resolved to make the New Option Offer to reflect the longer than anticipated period for the Company to source a replacement project in lieu of the terminated Haiti project.

Listing Rule 7.1 requires a company that wishes to issue more than 15% of its securities in any 12 month period to obtain Shareholder approval by way of ordinary resolution (unless the issue is exempted under Listing Rule 7.2). If approval is obtained for Resolution 5, the issue of New Options to Option Holders (other than Related Parties of the Company) will not be included in calculating the Company’s capacity under Listing Rule 7.1.

If Resolution 6 is not passed, no New Options will be offered and issued to any person.

7.2 Additional Information Required by Listing Rule 7.3

Pursuant to Listing Rule 7.3, the Company provides the following information in relation to the proposed issue of the New Options to non-Directors of the Company as proposed by Resolution 6:

(a) Name of the person/s to whom the Company will issue the securities

The New Options the subject of Resolution 6 will be issued to all former holders of DDDO Options (being the Option Holders) who are not Related Parties.

(b) Number and class of securities the Company will issue

A maximum number of 231,006,824 New Options will be issued to the nonRelated Party Option Holders on the basis of 1 New Option for every 1 DDDO Option which expired unexercised.

(c) Terms of the securities

The New Options will be issued on the terms and conditions set out in Schedule 1. Upon exercise, each New Option will entitle the holder to one Share which will rank equally with the existing Shares of the Company then on issue.

(d) Date on which the Company will issue the securities

The New Options approved to be issued under Resolution 6 will all be issued at the same time on a date that is no later than three months after the date of the Meeting (or such later date to the extent permitted by ASX pursuant to any waiver or modification of the Listing Rules).

(e) Issue price of the securities

The issue price of the New Options will be $0.001 per New Option.

(f) Purpose and use of funds

The Company has resolved to make the New Option Offer to reflect the longer than anticipated period for the Company to source a replacement project in lieu of the terminated Haiti project.

The subscription amount of the New Options (being up to $231,007 under Resolution 6) will assist the Company to cover the costs of the issue. The

21

Company intends to use any funds raised by the exercise of New Options (being up to $1,155,034 under Resolution 6) for the Company’s ongoing general working capital requirements.

(g) Material terms of agreement

The New Options are proposed to be issued pursuant to a prospectus that will be lodged with ASIC after the date of this Notice.

(h) Voting Exclusion Statement

A voting exclusion statement for Resolution 6 is set out in the Notice.

7.3 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 6.

8. RESOLUTIONS 7A TO 7C – APPROVAL TO OFFER AND ISSUE NEW OPTIONS TO RELATED PARTIES OF THE COMPANY

8.1 Background

Resolution 6 seeks Shareholder approval under Listing Rule 10.11 for the proposed offer and issue of New Options to those Option Holders who were not Related Parties of the Company, on the basis of 1 New Option for every 1 DDDO Option which was expired unexercised. In the case of Resolutions 7A and 7C, Option Holders related to the Directors of the Company, and in the case of Resolution 7B, Mr Peter Mitchell, a Director of the Company, were also Option Holders at the date DDDO options expired and, as Related Parties of the Company, approval is also sought under Resolutions 7A to C to enable those Option Holders to participate on the same basis. The New Options are proposed to be issued to the Related Parties only in their capacity as Option Holders.

Resolutions 7A to C seek Shareholder approval under Listing Rule 10.11 for the proposed offer and issue of New Options to those Option Holders who were Related Parties of the Company, on the basis of 1 New Option for every 1 DDDO Option which expired unexercised.

New Options proposed to be offered and issued to Related Parties of the Company will be on the same terms as the New Options proposed to be offered and issued to non-Related Party Option Holders as contemplated by Resolution 6.

Accordingly, Resolutions 7A to 7C seek Shareholder approval to offer and issue up to 44,687,500 New Options to the following Related Parties of the Company:

• (a) under Resolution 7A, up to 16,500,000 New Options to Tomik Nominees Pty Ltd, a Related Party of Mr Ian Hastings, a Director of the Company;

• (b) under Resolution 7B, up to 21,750,000 New Options Mr Peter Mitchell, a Related Party as a Director of the Company; and

• (c) under Resolution 7C, up to 6,437,500 New Options to Ausnom Pty Ltd, a Related Party of Mr John Chegwidden, a Director of the Company.

Resolutions 7A to 7C are subject to Shareholder approval and as such, no New Options will be offered and issued to the abovenamed entities if Resolutions 7A to 7C are not approved (as appropriate).

22

8.2 Additional Information required by Listing Rule 10.13

Pursuant to Listing Rule 10.13, the Company provides the following information with respect to Resolutions 7A to 7C:

(a) Name of the person/s to whom the Company will issue the securities

• (i) In respect of Resolution 7A – Tomik Nominees Pty Ltd (ACN 100 244 673).

• (ii) In respect of Resolution 7B – Mr Peter Robert Mitchell.

• (iii) In respect of Resolution 7C – Ausnom Pty Ltd (ACN 087 755 959).

(b) Category into which the person/s fall

• (i) In respect of Resolution 7A – a Related Party of Mr Ian Hastings, a Director of the Company.

• (ii) In respect of Resolution 7B – Mr Peter Mitchell is a Director and Related Party of the Company.

• (iii) In respect of Resolution 7C – a Related Party of Mr John Chegwidden, is a Director of the Company.

(c) Number and class of securities to be issued

• (i) In respect of Resolution 7A – 16,500,000 New Options.

• (ii) In respect of Resolution 7B – 21,750,000 New Options.

• (iii) In respect of Resolution 7C – 6,437,500 New Options.

(d)

Terms of the securities

The New Options will be issued on the terms and conditions set out in Schedule 1. Upon exercise, each New Option will entitle the holder to one Share which will rank equally with the existing Shares of the Company then on issue.

(e) Date on which the securities will be issued

If Resolutions 7A to 7C are approved the New Options will be issued at the earliest practicable opportunity following the date of the Meeting and in any event not later than 1 month after the date of the Meeting (or such later date to the extent permitted by ASX pursuant to any waiver or modification of the Listing Rules).

(f) Issue price or consideration received

The issue price of the New Options will be $0.001 per New Option.

(g) Purpose and use of funds

The Company has resolved to make the New Option Offer to reflect the longer than anticipated period for the Company to source a replacement project in lieu of the terminated Haiti project.

23

The subscription amount of the New Options (being up to $44,688 under Resolution 6) will assist the Company to cover the costs of the issue. The Company intends to use any funds raised by the exercise of New Options (being up to $223,437 under Resolutions 7A to 7C) for the Company’s ongoing general working capital requirements.

(h)

Remuneration of Directors

The proposed issue of the New Options to these Related Parties is on the same terms as the offer of New Options to the non-Related Parties under Resolution 6. Accordingly, the proposed issue of New Options under Resolutions 7A to 7C are not intended to remunerate or incentivize the Directors.

(i) Material terms of agreement

The New Options are proposed to be issued pursuant to a prospectus that will be lodged with ASIC after the date of this Notice.

(j) Voting Exclusion Statement

Voting exclusion statements for Resolutions 7A to 7C are set out in the Notice.

8.3 Chapter 2E of the Corporations Act

The Directors (excluding Mr Hastings in respect of Resolution 7A, Mr Mitchell in respect of Resolution 7B and Mr Chegwidden in respect of Resolution 7C, each abstaining) believe that the offer and issue of the New Options pursuant to Resolutions 7A to 7C is appropriate and reasonable in all circumstances, as they are being offered and issued on the same terms and conditions as the offer and issue of New Options to non-Related Party Option Holders as contemplated by Resolution 6. Therefore the Company considers that the offer and issue of New Options under Resolutions 7A to 7C is on arm’s length terms under section 210 of the Corporations Act (being an exception to the prohibition set out in Chapter 2E), and therefore that Shareholder approval is not required for the purposes of Chapter 2E (noting that the Company still seeks Shareholder approval for the purposes of the Listing Rules).

8.4 Board Recommendation

Each recipient of New Options contemplated by Resolutions 7A to 7C is a Related Party of the Company.

Accordingly:

• (a) Mr Hastings has a material personal interest in the outcome of Resolution 7A; (b) Mr Mitchell has a material personal interest in the outcome of Resolution 7B; and

• (c) Mr Chegwidden has a material personal interest in the outcome of Resolution 7C.

In the interests of good corporate governance, the Directors decline to make any recommendations as to how Shareholders should vote on any of Resolutions 7A to 7C (not just in respect of those Resolutions in which the individually have a material personal interest) as they may each acquire a Relevant Interest in New Options if Resolutions 7A to 7C are approved.

24

9. ENQUIRIES

Shareholders are required to contact Mr Andrew Draffin (+ 61 3) 8611 5320 if they have any queries in respect of the matters set out in the Notice or Explanatory Statement.

25

GLOSSARY

$ means Australian dollars.

Adelong Gold Project means the gold project located in southern NSW and comprised of Exploration Licence 5782, Mining Lease 1435 and Mining Claim Lease Numbers 279-291 (inclusive) and 311-313 (inclusive).

ASIC means the Australian Securities and Investments Commission.

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

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Challenger Mines means Challenger Mines Pty Ltd (ACN 090 166 528).

Company means 3D Resources Limited (ACN 120 973 775).

Corporations Act means the Corporations Act 2001 (Cth).

DDDO Option means an option in the Company quoted on ASX and offered under a prospectus dated 21 November 2016, with an exercise price of $0.007 and an expiry date of 15 December 2019.

Directors means the current directors of the Company.

Explanatory Statement means this explanatory statement accompanying the Notice of Meeting.

Future Placement Shares has the meaning given in section 2 of the Explanatory Statement.

GSD means the General Security Deed to be entered into between Challenger Mines, Macquarie Gold and the Receivers and Managers as described in section 1.2 of the Explanatory Statement.

Key Management Personnel has the meaning given to it in Chapter 19 of the Listing Rules.

Listing Rules means the official listing rules of ASX.

Macquarie Gold means Macquarie Gold Limited (Receivers & Managers Appointed) (ACN 147 921 220).

Meeting means the meeting convened by the Notice of Meeting.

Mortgage means the mortgage to be entered into between Challenger Mines, Macquarie Gold and the Receivers and Managers as described in section 1.2 of the Explanatory Statement.

New Option means an option offered to eligible Option Holders of the Company as outlined in section 7 and 8 of this Explanatory Statement.

Notice or Notice of Meeting means this notice of general meeting which accompanies this Explanatory Statement.

Option means an option to acquire a Share.

26

Option Holders means all of the holders of DDDO Options.

Past Placement has the meaning given in section 3.1 of this Explanatory Statement.

Past Placement Options has the meaning given in section 3.1 of this Explanatory Statement.

Proposed Transaction has the meaning given in section 1.1 of this Explanatory Statement.

Proxy Form means the proxy form accompanying this Explanatory Statement.

Receivers and Managers means the appointed receivers & managers of Challenger Mines and Macquarie Gold, being Michael Hogan and Christian Sprowles of HoganSprowles.

Related Party has meaning given to that term in section 228 of the Corporations Act and/or in Chapter 19 of the Listing Rules.

Relevant Interest has the meaning set out in section 9 of the Corporations Act.

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

Security Interest has the meaning given in section 1.2 of the Explanatory Statement.

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

Shareholder means a holder of a Share.

VWAP means volume weighted average price.

27

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

28

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.

29

Schedule 1 – Terms and Conditions of New Options

The following are the terms of the New Options.

1. ENTITLEMENT

• (a) Each New Option entitles the Option holder to subscribe for, and be allotted, one ordinary Share in the capital of the Company.

• (b) Shares issued on the exercise of New Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.

2. EXERCISE OF NEW OPTIONS

• (a) The New Options are exercisable at any time from the date of issue.

• (b) The final date and time for exercise of the New Options is 5pm (Melbourne time) on 31 March 2022. If such date falls on a day that is not a Business Day, the final date will be the next Business Day.

• (c) The exercise price of each New Option is 0.5 cents ($0.005).

• (d) Each New Option is exercisable by the Option holder signing and delivering a notice of exercise of New Option together with the exercise price in full for each Share to be issued upon exercise of each New Option to the Company’s Share Registry.

• (e) Remittances must be made payable to ‘3D Resources Limited’ and cheques should be crossed ‘Not Negotiable’.

• (f) All New Options will automatically lapse on the earlier of the:

• (i) receipt by the Company of notice from the Option holder that the Option holder has elected to surrender the New Option; and

• (ii) expiry of the final date and time for exercise of the New Option as set out in paragraph 2(b) above.

• (g) In the event of liquidation of the Company, all unexercised New Options will lapse.

• (h) For every New Option that is exercised, the Option holder will receive 1 Share.

3. QUOTATION

• (a) Subject to the requirements of the Listing Rules, the Company intends to apply to the ASX for Official Quotation of the New Options. The Company gives no assurance that such quotation will be granted.

• (b) If the Shares of the Company are quoted on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any New Options within 10 Business Days

30

(as defined in the Listing Rules) of issue. The Company gives no assurance that such quotation will be granted.

4. PARTICIPATION IN SECURITIES ISSUES

Subject to section 5 below, the Option holder is not entitled to participate in new issues of securities without exercising the New Options.

5. PARTICIPATION IN A REORGANISATION OF CAPITAL

• (a) In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return of the capital of the Company), the rights of an Option holder will be changed in accordance with the Listing Rules of the ASX applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the New Options do not result in any benefit being conferred on the Option holder which is not conferred on Shareholders of the Company.

• (b) In any reorganisation as referred to in this section 5, New Options will be treated in the following manner:

• (i) in the event of a consolidation of the share capital of the Company, the number of New Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (ii) in the event of a subdivision of the share capital of the Company, the number of New Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (iii) in the event of a return of the share capital of the Company, the number of New Options will remain the same and the exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share;

• (iv) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of New Options and the exercise price of each New Option will remain unaltered;

• (v) in the event of a pro-rata cancellation of shares in the Company, the number of New Options will be reduced in the same ratio as the ordinary share capital of the Company and the exercise price of each New Option will be amended in inverse proportion to that ratio; and

• (vi) in the event of any other reorganisation of the issued capital of the Company, the number of New Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Option holder which are not conferred on shareholders.

31

6. ADJUSTMENTS TO NEW OPTIONS AND EXERCISE PRICE

• (a) Adjustments to the number of Shares over which New Options exist and/or the exercise price may be made as described in paragraph 5(a) to take account of changes to the capital structure of the Company by way of prorata bonus and cash issues.

• (b) The method of adjustment for the purpose of paragraph 6(a) shall be in accordance with the Listing Rules of the ASX from time to time, which, under Listing Rules 6.22.2 and 6.22.3, currently provide:

(c) Pro Rata Cash Issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the exercise price of a New Option may be reduced according to the following formula:

O’ = O – E[P-(S+D)]

N + 1

where:

• O’ = the new exercise price of the New Option.

• O = the old exercise price of the New Option.

• E = the number of underlying securities into which one New Option is Exercisable.

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price for a security under the pro-rata issue.

• D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro-rata issue).

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(d)

Pro-Rata Bonus Issues

If there is a bonus issue to the holders of the underlying securities, on the exercise of any New Options, the number of Shares received will include the number of bonus Shares that would have been issued if the New Options had been exercised prior to the record date for bonus issues. The exercise price will not change.

(e) Takeovers and Schemes of Arrangement

If during the currency of any New Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act) is made to holders of Shares then within 10 Business Days after the Company becomes aware of the offer, the Company must forward a notice notifying the Option holder of the offer and from the date of such notification, the Option holder has 60 days within which to exercise the New Options notwithstanding any other terms and conditions applicable to the

32

New Options. If the New Options are not exercised within 60 days after notification of the offer, the New Options may be exercised at any other time according to their terms of issue.

If an offer for shares in the Company is made to Shareholders pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act, the Option holder will be entitled to exercise New Options within the period notified by the Company.

7. TRANSFERS

The New Options are freely transferable.

8. NOTICES

Notices may be given by the Company to the Option holder in the manner prescribed by the Constitution of the Company for the giving of notices to Shareholders and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Option holder.

9. RIGHTS TO ACCOUNTS

The Option holder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, however, if the Option holder is not a Shareholder, the Option holder will not have any right to attend or vote at these meetings.

33