ADVANCE METALS LIMITED — AGM Information 2017

Apr 27, 2017

==> picture [43 x 53] intentionally omitted <==

==> picture [55 x 53] intentionally omitted <==

==> picture [33 x 53] intentionally omitted <==

Dear Sh a reholder, NOTICE OF ANNUAL GENERAL MEETING OF M EMBERS OF PACIFIC A M ERICAN C O AL LIMITED ABN 83 1 27 131 604 ( COMPANY )

Notice is hereby given that the Ann u al General Meeting ( AGM ) of the Comp a ny’s membe r s is to be hel d at: Venue: L evel 10, 171 C larence Street Sydney N S W 2000 Time: 2 .00 pm (Sydney time) Date: T uesday 30 M a y 2017

You are e ncouraged t o attend the AGM, but if yo u cannot you a re requested to complete a nd return the enclosed Proxy F o rm without d e lay as follow s : Proxies m ay be lodge d using the re p ly-paid envelope, or

BY MAIL

Share R e gistry Boardro o m Pty Ltd GPO Bo x 3993 Sydney N SW 2001

BY FAX + 61 2 9 2 90 9655

IN PER S ON Share R e gistry Boardro o m Pty Ltd Level 1 2 225 Ge o rge Street Sydney N SW 2000 A u stralia

By order of the Board

==> picture [42 x 68] intentionally omitted <==

==> picture [55 x 68] intentionally omitted <==

==> picture [17 x 68] intentionally omitted <==

Ian Morgan Compan y Secretary 21 April 2 017

This is an important document that should be read in its entirety. If you are in any doubt about the action you should take, you should consult with your professional advisers without delay. If you wish to discuss any aspects of this document with the Company, please contact: Mr Ian Morgan, Company Secretary of Pacific American Coal Limited on +61 2 9238 1175.

Pacific American Coal Limited ABN 83 127 131 604 Suite 1002, Level 10, 171 C larence Street, S ydney NSW 20 0 0 GPO Box 1 546, Sydney N S W 2001

P: +61 (0) 2 9 238 1175 E: info@pamcoal.com www.pamcoal.com

PACIFIC AMERICAN C OAL LIMIT E D NOTICE OF ANNUAL GENERAL ME E TING 30 M A Y 2017

Page
ITEMSO F GENERAL BUSINESS .. ...................... ..................... ..................... ...................... ..................... ............. 3
Receiv e and consi der Financia l Statements ..................... ..................... ...................... ..................... ............. 3
RESO LUTION 1 Re muneration Report.......... ..................... ..................... ...................... ..................... ............. 3
RESO LUTION 2 Re -election of D irector – Ge offrey Hill.... ..................... ...................... ..................... ............. 4
ITEMSO F SPECIALB USINESS .... ...................... ..................... ..................... ...................... ..................... ............. 4
RESO LUTION 3 Ra tification and Approval o f Past Allotm ent and Issu e of Equity S ecurities..... ............. 4
RESO LUTION 4 Ap proval of 10 % Placement Facility....... ..................... ...................... ..................... ............. 4
VOTING RIGHTS AND PROXIES .. ...................... ..................... ..................... ...................... ..................... ............. 4
HOW TH E CHAIRMAN WILL VOTE UNDIRECTE D PROXIES ..................... ...................... ..................... ............. 4
VOTING EXCLUSION S .................. ...................... ..................... ..................... ...................... ..................... ............. 5
Resolu tion 1 ........... ..................... ...................... ..................... ..................... ...................... ..................... ............. 5
Resolu tion 3 ........... ..................... ...................... ..................... ..................... ...................... ..................... ............. 5
Resolu tion 4 ........... ..................... ...................... ..................... ..................... ...................... ..................... ............. 5
PROXYV OTING ........ ..................... ...................... ..................... ..................... ...................... ..................... ............. 6
DATE FO R DETERMI NING HOLDE RS OF SHAR ES ............... ..................... ...................... ..................... ............. 6
INTERPR ETATION .... ..................... ...................... ..................... ..................... ...................... ..................... ............. 6
GLOSSA RY ............... ..................... ...................... ..................... ..................... ...................... ..................... ............. 6
EXPLAN ATORY MEM ORANDUMT O MEMBERS .................... ..................... ...................... ..................... ............. 9
Financ ial Statemen ts................ ...................... ..................... ..................... ...................... ..................... ............. 9
RESO LUTION 1 Re muneration Report.......... ..................... ..................... ...................... ..................... ............. 9
RESO LUTION 2: R e-election of Director – G eoffrey Hill.. ..................... ...................... ..................... ........... 10
RESO LUTION 3: R atification an d Approval o f Past Allotm ent and Issu e of Equity S ecurities.... ........... 10
RESO LUTION 4 Ap proval of 10 % Placement Facility....... ..................... ...................... ..................... ........... 12
APPOINT MENT OF C ORPORATE REPRESENT ATIVE .......... ..................... ...................... ..................... ........... 19

==> picture [37 x 31] intentionally omitted <==

==> picture [23 x 31] intentionally omitted <==

2 | P a g e

PACIFIC AMERICAN C OAL LIMIT E D NOTICE OF ANNUAL GENERAL ME E TING 30 M A Y 2017

NOTICE IS GIVEN th a t the Annual G eneral Meet i ng of Pacific A merican Co a l Limited AB N 83 127 131 604 ( Company ) will be held at 2.00 pm ( Sydney time ) on Tuesday 3 0 May 2017 at Level 10, 171 Clarence S treet Sydney N SW 2000.

The Pro x y Form acco m panying this Notice is inc o rporated in a n d comprises part of this N o tice.

Explanat o ry notes ap p earing under each item of b usiness belo w have been p repared to p r ovide you wi t h material i nformation r e asonably req u ired to enabl e you to mak e an informed decision on h ow to vote u p on the business to be condu c ted at the AGM.

The Explanatory Mem o randum explains in great e r detail the b a ckground to the Resolutio n s. Defined te r ms not otherwis e defined in t h is Notice or t h e Explanator y Memorand u m are define d in the Gloss a ry which ap p ears on page 6 o f this Notice.

The pur p ose of the A G M is to consi d er and if tho u ght fit, pass the Resolutio n s. Director s recommend t hat Member s read this No t ice in its entirety.

ITEMS OF GENERAL BUSINESS

Receive and consider Financial Statements

To recei v e the Financi a l Statement s , Directors’ R e port and Au d itor’s Report f or the Comp a ny and its controlled entities f o r the year ended 31 Dece m ber 2016 ( 2016 Annual Report ). Notes:

• The r e is no requir e ment for Me m bers to app r ove the 2016 Annual Report.

• The 2016 Annual Report is ava i lable at www . pamcoal.co m for Members to access an d download.

• Me m bers will be g iven an oppo r tunity to rais e questions of the Directors and the Com p any's Auditor on the 201 6 Annual Rep o rt at the AG M .

• If yo u would like t o receive a h a rd copy of th e 2016 Annua l Report free o f charge you can contact t h e Co m pany by tele p honing +61 2 9238 1175.

• Furt h er information regarding t h e 2016 Annu a l Report, including the fin a ncial statem e nts, appears i n the atta c hed Explana t ory Memorandum.

RESOLUTION 1 Remuneration Report

To consi d er, and if thought fit, to pa s s, with or wit h out amendment, the follo w ing resolutio n as a non-binding advisory-only resolution : “That th e Company a d opt the Rem u neration Rep o rt for the ye a r ended 31 D e cember 201 6 .” Notes on Resolution 1:

• Res o lution 1 is advisory only a n d does not bind the Comp a ny or the Dir e ctors.

• The Directors will consider the o utcome of th e vote and comments mad e by Member s on the Rem u neration Rep o rt at the AG M when revie w ing the Com p any’s remun e ration policies.

• The Chairman int e nds to vote a ll undirected p roxies in fav o ur of Resolution 1.

• If 25% or more vo t es that are c a st are voted a gainst the a d option of the Remuneratio n Report at t w o con s ecutive AGM s , Members w ill be require d to vote at th e second of those AGMs o n a resolution (a “spill resolution”) that a n other meeting will be held within 90 days, at which all of Directors m ust go up fo r reelec t ion.

Further i n formation re g arding the R e muneration R eport appea r s in the attac h ed Explanat o ry Memoran d um.

==> picture [37 x 31] intentionally omitted <==

==> picture [23 x 31] intentionally omitted <==

3 | P a g e

PACIFIC AMERICAN C OAL LIMIT E D NOTICE OF ANNUAL GENERAL ME E TING 30 M A Y 2017

RESOLUTION 2 Re-election of Director – Geoffrey Hill

To consi d er, and if thought fit, to pa s s the followi n g resolution a s an ordinary resolution :

“That Mr Geoffrey Hill being a direc t or of the Co m pany who ret i res by rotatio n pursuant to rule 13.4 of t h e Compan y ’s Constituti o n, and being eligible, is re- e lected as a D irector of the Company.”

Notes:

• Mr H ill consents t o be re-electe d as a director of the Com p any.

• Non - candidate Di r ectors unani m ously suppo r t the re-election of Mr Hill.

• The Chairman int e nds to vote undirected pro x ies in favour of Resolution 2. Further i n formation ab o ut Mr Hill ap p ears in the a t tached Expl a natory Memorandum.

ITEMS OF SPECIAL BUSINESS

RESOLUTION 3 Ratification and Approval of Past Allotment and Issue of Equity Securities

To consi d er, and if thought fit, to pa s s, with or wit h out amendment, the follo w ing resolutio n as an ordinary resolution :

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, M e mbers ratify a nd approve the past issue of 5 ,211,620 Sh a res and 2,605,810 attachi n g Options at a total issue p rice of $0.10 p er Share to sophisticated and pro fe ssional inve s tors on the t e rms as set o u t in the Explanatory Memo r andum.”

The Cha i rman intends to vote all un d irected proxi e s in favour of Resolution 3 .

RESOLUTION 4 Approval of 10% Placement Facility

To consi d er, and if thought fit, to pa s s, with or wit h out amendment, the follo w ing resolutio n as a special resolution :

“That for the purposes of ASX Listing Rule 7.1A a nd for all oth e r purposes, M embers app r ove the issue of Equity Securities up to 10% o f the issued c apital of the C ompany (at t h e time of iss u e) calculate d in accordan c e with the formula p rescribed in A SX Listing Rule 7.1A.2 an d on the term s and conditions set out in t he Explanato r y Memora n dum.”

The Cha i rman intends to vote all un d irected proxi e s in favour of Resolution 4

.

VOTING RIGHTS AND PROXIES

Member s are encoura g ed to attend the AGM, but if you are un a ble to attend the AGM we e ncourage y o u to complet e and return t h e enclosed p r oxy form.

• A M e mber entitle d to attend an d vote at the A GM has a ri g ht to appoint a proxy.

• This appointment may specify t h e proportion or number of votes that th e proxy may e x ercise.

• The proxy need n o t be a Member of the Co m pany.  A M e mber who is entitled to ca s t two or mor e votes may a p point two pr o xies and ma y specify the p roportion or n u mber of vote s that each proxy is appoin t ed to exercis e . If the Mem b er appoints t w o proxies a n d the app o intment doe s not specify t h e proportion o r number of t he Member’s votes that e a ch proxy ma y exercise, eac h proxy may exercise half o f the votes.

HOW THE CHAIRMAN WILL VOTE UNDIRECTED PROXIES

The Cha i rman of the A GM will vote a ll undirected proxies in fa v our of all pro p osed resoluti o ns.

==> picture [37 x 31] intentionally omitted <==

==> picture [23 x 31] intentionally omitted <==

4 | P a g e

PACIFIC AMERICAN C OAL LIMIT E D NOTICE OF ANNUAL GENERAL ME E TING 30 M A Y 2017

VOTING EXCLUSIONS

Resoluti o n 1

The Co m pany will disr e gard any votes cast on R e solution 1 (R e muneration R eport):

• (a) by or on behalf of a member of the Key Man a gement Personnel whose r emuneration is disclosed i n the Re m uneration Report and any C losely Relat e d Party of th a t Key Management Perso n nel;

• (b) any A ssociate of those persons; and (c) as a proxy by a member of the Key Manage m ent Personn e l or a Closel y Related Par t y of that Key Management Per s onnel.

• However, the Company need not di s regard a vot e if:

• (a) it is c ast by a per s on as proxy f o r a person who is entitled t o vote, in ac c ordance with the direction s on the proxy form; or

• (b) it is c ast by the p e rson chairing the meeting a s proxy for a person who i s entitled to v o te, in accord a nce with a direction on the proxy form to vote as the proxy decides.

Resoluti o n 3

The Co m pany will disr e gard any votes cast on R e solution 3 by :

• (a) a person who par t icipated in th e issue; and

• (b) any A ssociate of that person.

However, the Company need not di s regard a vot e if:

• (a) it is c ast by a per s on as proxy f o r a person who is entitled t o vote, in ac c ordance with the direction s on the proxy form, or

• (b) it is c ast by the p e rson chairing the meeting a s proxy for a person who i s entitled to v o te, in accord a nce with a direction on the proxy form to vote as the proxy decides.

Resoluti o n 4

The Co m pany will disr e gard any votes cast on R e solution 4 (A p proval of 10 % Placement F acility) by:

• (a) a person who ma y participate i n the propose d issue; (b) a person who might obtain a b e nefit, except a benefit solely in the capa c ity of a holde r of ordinary s ecurities, if th e resolution is passed; and

• (c) any A ssociate of those persons

• .

However, the Company need not di s regard a vot e if:

• (a) it is c ast by a per s on as proxy f o r a person who is entitled t o vote, in ac c ordance with the direction s on the proxy form, or

• (b) it is c ast by the p e rson chairing the meeting a s proxy for a person who i s entitled to v o te, in accord a nce with a direction on the proxy form to vote as the proxy decides.

==> picture [37 x 31] intentionally omitted <==

==> picture [23 x 31] intentionally omitted <==

5 | P a g e

PACIFIC AMERICAN C OAL LIMIT E D NOTICE OF ANNUAL GENERAL ME E TING 30 M A Y 2017

PROXY VOTING

To vote b y proxy, plea s e complete, s ign and retu r n the enclos e d Proxy For m without dela y as follows:

BY MAIL BY FAX IN PER S ON Share R e gistry + 61 2 9 2 90 9655 Share R e gistry Boardro o m Pty Ltd Boardro o m Pty Ltd GPO Bo x 3993 Level 1 2 Sydney N SW 2001 225 Ge o rge Street Sydney N SW 2000 A u stralia

Proxy F o rms must be r eceived not l a ter than 48 h ours before t h e time specified for the co m mencement of the AGM.

DATE FOR DETERMINING HOLDERS OF SHARES

For the p urpose of det e rmining a person’s entitle m ent to vote a t the AGM, a person will b e recognised a s a Member of the Comp a ny and the h o lder of Share s if that person is registere d as a holder o f those Shar e s at 7:00pm S ydney time on Sunday 28 May 2017.

INTERPRETATION

For t he purposes o f interpreting the Explanat o ry Memoran d um and the N otice:

• (a) the singular includes the p lural and vic e versa;

• (b) words importing any gen d er include th e other genders;

• (c) reference t o any statute , ordinance, r egulation, rule or other la w includes al l regulations and other instruments and all cons o lidations, amendments, re-enactments o r replaceme n ts for the time being in force;

• (d) all heading s , bold typing and italics (if any) have been inserted f o r convenienc e of referenc e only and do not defi n e limit or affect the mea n ing or interpretation of th e Explanatory Memorandu m and the Notice;

• (e) reference t o persons includes bodies corporate a n d government authorities a nd in each a nd every case, includes a refer e nce to the person’s ex e cutors, ad m inistrators, s uccessors, s ubstitutes (including w ithout limitati o n persons ta k ing by novation and assig n ment); and

• (f) reference t o cents , $ , A$ , Australian Dollars or dollars is a r e ference to t h e lawful ten d er for the time being a nd from time to time of the Commonwe a lth of Australia.

GLOSSARY

• AGM or Annual General Meeting means the a n nual general meeting to c o mmence 2.00 p m (Sydney ti m e) on Tues d ay 30 May 2017 and notified t o the Compa n y’s Mem b ers by this N o tice.

• Associate has the meani n g given to that term in Part 1.2 Division 2 of the Corporation s Act.

• ASX means ASX Limited A BN 98 008 6 24 691.

==> picture [37 x 31] intentionally omitted <==

==> picture [23 x 31] intentionally omitted <==

6 | P a g e

PACIFIC A M ERICAN CO A L LIMITED N OTICE OF A N NUAL GEN E RAL MEETI N G 30 MAY 2 0 17

• ASX Listing Rules means the official listing rules issued and e n forced by the ASX, as amended from tim e to time.

• Board or Board of Directors m e ans the board of directors o f the Compa n y.

• Closely Related Party of a me m ber of the Key M anagement P ersonnel me a ns:

• a s pouse or chi l d of the member;

• a c hild of the m e mber’s spou s e;

• a d ependent of the member o r the m e mber’s spou s e;

• a n yone else w h o is one of th e member’s fa m ily and may be expected t o influence th e member, or be influence d by the m e mber, in the member’s de a ling with th e entity;

• a c ompany the member cont r ols; or

• a p erson presc r ibed by the Corporations R e gulations 20 0 1 (Cth) as a " closely related party".

• Company means P acific American Coal Limit e d ABN 83 12 7 131 604.

• Consolidated Entity means the Company toget h er with all th e entities it is r equired by the a c counting sta n dards to incl u de in cons o lidated finan c ial statement s .

• Constitution mea n s the constit u tion of the Com p any, as ame n ded from tim e to time.

• Corporations Act means the C o rporations Act 2 0 01 (Cth).

• Equity Securities has th e same meaning as in the AS X Listing Rul e s.

• Explanatory Memorandum means th e explanatory memorandu m accompanyi n g the Notice which convene d this AGM.

• Key Management Personnel has the s ame meaning as in the accoun t ing standard s and broadly incl u des those pe r sons having authority an d responsibilit y for planning, directing an d controlling t h e activities o f the Consolidate d Entity, direc t ly or indirectl y , including an y Director (w h ether executi v e or otherwise) of the Compa n y.

• Notice mea n s this notice o f Annual Ge n eral Meeting.

• Option means a quoted o ption issued b y the Company, each to ac q uire one Share, exercisable a t 25 cents e a ch on or bef o re 31 Decemb e r 2017.

• Remuneration Report m e ans the remuneratio n report whic h forms part o f the financial sta t ements of th e Company a n d its controlled e n tities.

• Share means a fully paid o rdinary shar e in the issued c a pital of the C ompany and Shares has a correspond i ng meaning.

• Member means a shareh o lder of the Company.

• Trading Day means a da y determined by the ASX to b e a trading d a y, notified to market parti c ipants, and o therwise as defined by t h e ASX Listin g Rules .

• Director means a d irector of the Company.

==> picture [52 x 31] intentionally omitted <==

==> picture [8 x 31] intentionally omitted <==

7 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

BLANK PAGE

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

8 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

EXPLANATORY MEMORANDUM TO MEMBERS

This E x planatory Memorandum h a s been prep a red to assist m embers of t h e Company t o understand the busine s s to be put t o the Compan y ’s members, for their consideration at the forthcomin g Annual Gen e ral Meetin g of the Com p any.

The Di r ectors recommend that yo u read this Ex p lanatory Me m orandum in its entirety an d attend the forthco m ing Annual G eneral Meet i ng.

Financial Statements

The C o rporations A c t requires the Company’s f i nancial state m ents for the y ear ended 3 1 December 2 016, and re p orts of the Directors and Auditor, to be l a id before the Annual Gen e ral Meeting. T he Company’s financi a l statements for the year ended 31 Dec e mber 2016 a n d reports of t he Directors a nd Auditor a r e contai n ed in the Co m pany’s 2016 Annual Repo r t, a copy of w hich is available on the Co m pany’s web s ite at ww w .pamcoal.co m . While n o resolution i s required in r elation to this item, Memb e rs should consider these d o cuments an d raise a n y matters of interest with t h e Company’ s Directors w h en this item i s being consi d ered.

The C o mpany’s Auditor will be pr e sent at the A G M and Members will have an opportuni t y to ask the Audito r questions in relation to th e conduct of t h e audit, the A uditor’s repor t , the Compa n y’s accounti n g policie s and the independence of t he Auditor.

RESOLUTION 1 Remuneration Report

The R e muneration R eport of the C ompany for t h e year ende d 31 Decemb e r 2016 is set out in the Comp a ny’s 2016 An n ual Report a v ailable on th e Company’s website www.pamcoal.co m .

The R e muneration R eport sets out the Compa n y’s remunera t ion arrangements for Dire c tors. The Chair m an will allow a reasonable o pportunity for Members to ask question s about, or m a ke comment s on, the Re m uneration R e port at the A G M. In additi o n, Members w ill be asked t o vote on the Remuneration Report .

The R e solution is advisory only a n d does not bi n d the Comp a ny or its Dire c tors. The Bo a rd will consi d er the out c ome of the votes and comments made b y Members o n the Remuneration Repo r t at the AGM when r e viewing the C ompany’s remuneration p o licies.

Under t he Corporati o ns Act , if 25 % or more of v otes cast are voted agains t the adoption of a remuner a tion report a t two consec u tive AGMs, M embers will b e required t o vote at the s e cond of thos e AGMs on a resolut i on (a “spill re s olution”) that another Me m bers’ meetin g will be held w ithin 90 day s . If the s p ill resolution is passed at the second A G M, all the Company’s Dire c tors must go up for re-ele c tion within 9 0 days - at t h e next Memb e rs’ meeting.

The C o mpany enco u rages all Me m bers to cast their votes on Resolution 1 (Remunerati o n Report). Memb e rs not attending the AGM m ay use the enclosed Prox y Form to lod g e their vote b y appointing a proxy.

Any undirected proxies held by th e Chairman, o ther Director s or other Key Managemen t Personnel o r any of their Closely Rela t ed Parties wi l l not be vote d on Resoluti o n 1 (Remune r ation Report), unless the vote is cast b y the Chairma n pursuant to an express a u thorisation o n the Proxy F o rm made by a Member who is entitle d to vote on R e solution 1.

Key M a nagement P e rsonnel of th e Consolidate d Entity are t h e Directors o f the Compan y , and those o ther person s having auth o rity and responsibility for p lanning, dire c ting and controlling the act i vities of the Comp a ny, directly o r indirectly. The Remunerat i on Report id e ntifies the Company’s Key Management Personnel for the ye a r ended 31 D ecember 2016. Their Clos e ly Related P a rties are defi n ed in the Corpor a tions Act, and include certain of their fa m ily member s , dependants and compani e s they contr o l. If you ch o ose to appoi n t a proxy, yo u are encour a ged to direct y our proxy how to vote on R esolution 1

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

9 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017 (Remu n eration Rep o rt) by markin g either “For”, “Against” or “Abstain” on t h e Voting For m for those it e ms of busi n ess.

RESOLUTION 2: Re-election of Director – Geoffrey Hill

It is a r e quirement u n der rule 13.4 of the Comp a ny’s Constitution that one t hird of all Dir e ctors (other t han the Ma n aging Direct o r and Direct o rs appointed since the last annual general meeting to fill a casual vacan c y) retire at each annual ge n eral meeting . Accordingly, Mr Geoffrey H ill retires fro m office, and b eing eligible, offers himself for re-electi o n as a non-executive Dire c tor of the Co m pany.

Geoffr e y Hill Non-E x ecutive Chair m an

Geoff H ill BEcon (S y d), MBA (NS W ), FFIN, FC P A, FAICD is a merchant b a nker and Dir e ctor with over 30 years o f international experience. He is the Founder of Banc o rp Holdings L imited, a for m er MD of Mo r gan Grenfe l l Australia and a former Di r ector of Mor g an Grenfell PLC. Mr. Hill w a s also the fo u nding Partn e r and M a naging Direc t or of Pitt Capital Partners i n Australia and a former C h airman of Pit t Capital Part n ers Asia Li m ited (HK).

He is t h e Executive C hairman of I n ternational Pacific Securities Limited Gr o up and Chai r man of Hong Kong A dministrative Services Limited, a Partne r of Hill Sherl o ck and Willis [Sydney] and was Chairm a n of Australasian Invest m ent Holdings Limited [Sing a pore]. A Dir e ctor and Fou n der of Asian Property Ser v ices Limite d and Asian P r operty Invest m ents Limite d , he is also t h e Non-Execu t ive Chairma n of Parry Interna t ional Tradin g . Mr Hill is th e Hong Kong R epresentative of Lagerkvi s t & Partners, Sweden.

An experienced Co m pany Directo r for over 30 y ears, current public company boards inc l ude Chairman Texas & Oklahoma C oal Compan y Inc. Geoff c urrently sits o n the board of Broken Hill P rospecting L i mited and is a former dire ct or of: • Broken Hill P rospecting Li m ited (Febru a ry 1989 to June 2014)

• Heritage Gold NZ Limited (July 1999 to April 2012)

• Mount Gibson Iron Limite d (May 2011 t o April 2014)

A curre nt member of RHKYC and WPO HongK ong Chapter in Hong Kong , Mr Hill is am ember of the	A curre nt member of RHKYC and WPO HongK ong Chapter in Hong Kong , Mr Hill is am ember of the	A curre nt member of RHKYC and WPO HongK ong Chapter in Hong Kong , Mr Hill is am ember of the	A curre nt member of RHKYC and WPO HongK ong Chapter in Hong Kong , Mr Hill is am ember of the
Austral ian Union, Ro yal Sydney Y acht Squadro n and CYCA i n Sydney.
RESOL UTION 3: Ra tification and Approval of Past Allotm ent and Issu e of Equity S ecurities
The Co mpany issued and allotted 5,211,620 Sh ares and	2,60 5,810	Option s to sophistica ted and
profess ional investor s at a cash pr ice of $0.10p er Share	as f ollows.
Number of Shares	N umber	of Opt ions	Equ ity Securities
Datei ssued 14 Dec ember 2016 2,2 11,620		1,105, 810	3,317,430
Datei ssued 12 Jan uary 2017 3,0 00,000		1,500, 000	4,500,000
NewE quity Securit ies 5,2 11,620		2,605, 810	7,817,430
Total Equity Securit ies Issued 165,3 05,889	64,883, 607		230,189,496
Dilutio n 3.3%		4 .2%	3.5%

Resolu t ion 3 seeks M ember appr o val pursuant t o ASX Listin g Rule 7.4 for the issue of t h ese Shares.

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

10 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

ASX Li s ting Rule 7.1 provides tha t a company m ust not, subj e ct to specified exceptions, issue or agr e e to issue during any 12- m onth period any Equity S e curities, or o t her securities with rights to conversion t o equity ( such as an o p tion), if the number of tho s e securities e xceeds 15% o f the numbe r of securities in the sa m e class on issue at the co m mencement of that 12-m o nth period. A S X Listing Ru l e 7.4 allows for subse q uent shareholder approval if the compa n y did not bre a ch ASX Listi n g Rule 7.1 at the time of is s ue and ho l ders of ordin a ry shares su b sequently a p prove it.

The C o mpany did n o t breach AS X Listing Rule 7 .1 at the tim e of issue of t h e Equity Securities to sophis t icated and pr o fessional investors. By Me m bers approv i ng this issue, the Compan y will retain th e flexibility to issue Equity S ecurities in t h e future u p to:

(a) the 15% annual p lacement ca p acity set out i n ASX Listin g Rule 7.1; an d (b) su b ject to the ap p roval of Me m bers of Reso l ution 4 at the AGM, an ad d itional 10% p l acement faci l ity pur s uant to ASX Listing Rule 7 .1A,

withou t the requirement to obtain p rior Member approval. Requir e d Disclosure

Pursu a nt to and in a c cordance with ASX Listin g Rule 7.5, th e following inf o rmation is pr o vided in relation to the a pproval of th e matters spe c ified above:

Numb Issue Terms Allotte Useo er of securitie Price of the securi es f funds s issued ties

5,211, issued Issue The S capita and co TheO Compa at 25c The al investo condit renoun Octobe As per Octobe Coking 620 Shares a and allotted. price for theS hares are fully l of the Compa nditions as th ptions are quo ny, each toa ents each on lottees are so rs investingo ions as under ceable entitle r 2016.1 the Company r 2016, funds Coal Project nd 2,605,810 hares was $0 paid ordinary ny issued on e Company’s ted options is cquire one Sh or before 31 phisticated an n the same te the Company ment offer an ’s market ann are to advan through explo Options were .10 per Share shares in the the same ter existing Shar sued by the are, exercisa December 20 d professiona rms and ’s non- nounced 21 ouncemento ce the Elko ration and . ms es. ble 17 l n 21

1 A s announced to the ASX o n Friday 21 O c tober 2016, P acific Ameri c an Coal Limi t ed undertook a pro-rata non- r enounceable entitlement o f fer of one (1) new Share f o r every eight (8) fully paid ordinary shar e s held in the Company at a n issue pric e of A$0.10 per new Share ( together with one (1) attaching n ew Option f o r every two ( 2 ) new Share s subscribed f o r an issued). ( Entitlement Offer ) Far E a st Capital Li m ited acted as lead manager and underw r iter to the En t itlement Offer. Given the str o ng level of d e mand for the Entitlement O ffer. The Co m pany’s direc t ors agreed t o place additio n al shares an d options on t h e same term s and conditi o ns as the En t itlement Offe r .

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

11 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

	Voting exclusion sta tement	suppo A votin Notice rting activities g exclusions . and working tatement is in capital cluded in the

Reco m mendation

The B o ard unanimo u sly recommends that Me m bers vote in f a vour of Res o lution 3. RESOLUTION 4 Approval of 10% Placement Facility

ASX Li s ting Rule 7.1A enables eli g ible entities t o issue Equit y Securities u p to 10% of it s issued shar e capital through plac e ments over a 12-month pe r iod after the a nnual gener a l meeting ( 10% Placement Facility ). The 10% P lacement Fa c ility is in addi t ion to the Company’s 15% placement c a pacity under ASX Listing Rule 7.1.

An elig i ble entity for t he purposes of ASX Listin g Rule 7.1A i s an entity tha t : (a) is n ot included i n the S&P/AS X 300 Index; a nd

• (b) has a market capitalisation of $300 million o r less (exclu d ing restricted securities and securities quoted on a def e rred settlem e nt basis).

The C o mpany is an e ligible entity.

The C o mpany is se e king shareholder approval b y way of a s p ecial resolution to have th e ability to iss u e Equity S ecurities un d er the 10% P lacement Fa c ility.

The ex a ct number o f Equity Secu r ities to be iss u ed under th e 10% Placement Facility w i ll be determi n ed in accord a nce with the formula pres c ribed in ASX Listing Rule 7 .1A.2.

Furthe r information i s set out belo w

.

The effect of Resolu t ion 4 will be to allow the B o ard to issue E quity Securities under AS X Listing Rule 7.1A during t he 10% Plac e ment Period without using the Compan y ’s 15% placement capacit y under ASX Listing Rule 7.1. Descri p tion of ASX L isting Rule 7.1A

• (a) S h areholder Ap p roval

The ability to is s ue Equity Se c urities under the 10% Pla c ement Facilit y is subject to shareholder approval by wa y of a special r esolution at a n annual general meeting. It therefore r e quires the approval of 75 % of the votes c ast by Mem b ers present a nd eligible to vote (in pers o n, by proxy, b y attorney or, in t h e case of a c o rporate shar e holder, by a corporate representative).

• (b) E q uity Securitie s

A n y Equity Sec u rities issued u nder the 10 % Placement F acility must b e in the sam e class as an ex i sting quoted class of Equi t y Securities o f the Compa n y. At the dat e of the Notic e , the Compa n y has quoted Sha r es and Options on issue.

• (c) F o rmula for cal c ulating 10% P lacement Fa c ility

A S X Listing Rul e 7.1A.2 provides that eligi b le entities w h ich have obt a ined shareho l der approval at an annual general m eeting may issue or agre e to issue, during the 12-m o nth period af t er the date of the annual general m eeting, a nu m ber of Equit y Securities c a lculated in a c cordance with the followin g fo r mula:

(A x D) – E A i s the number of Shares on issue 12 mo n ths before th e date of issu e or agreeme n t:

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

12 | P a g e

• PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017 (i ) plus the number of fully paid Share s issued in th e 12 months u nder an exc e ption in ASX Listing R ule 7.2;

• (ii) plus the number of p a rtly paid Sha r es that beco m e fully paid i n the 12 mont h s; (iii) plus the number of fully paid Share s issued in th e 12 months w ith approval o f holders of Shares u nder ASX Li s ting Rule 7.1 and 7.4. Thi s does not include an issue o f fully paid Shares u nder the entity’s 15% plac e ment capaci t y without sh a reholder app r oval;

(i v ) less the number of fully paid Share s cancelled in the 12 mont h s. N o te that A has the same me a ning in ASX Listing Rule 7 .1 when calc u lating an enti t y’s 15% pl a cement capacity. D i s 10%

E is the number of Equity Se c urities issued or agreed to be issued un d er the ASX L i sting Rule 7. 1 A.2 in t he 12 month s before the date of the iss u e or agreem e nt to issue th a t are not iss u ed with the approval of Me m bers under A SX Listing R u le 7.1 or 7.4.

Numb e r of Shares o n Issue

At the d ate of the N o tice, the Company has a t o tal of 165,30 5 ,889 Shares a nd 64,883,6 0 7 Options on issue (including 5,211,620 Shares and 2,605,8 1 0 Options su b ject to Mem b ers’ approval under Resol u tion 3).

Based on 165,305,8 8 9 total Shar e s on issue at Tuesday 30 M ay 2017 and subject to re c eiving Members’ approv a l of Resoluti o n 3 and Res o lution 4 at th e Meeting, du r ing the 12 m o nths comme n cing Tuesda y 30 May 2 0 17 the Comp a ny has the f o llowing maxi m um capacity to issue Equity Securities w ithout Member approv a l:

Total S Less Sh 33,000 Maxim Approv In acco approva In acco approva hares on issu ares issueda ,000 Sharesa um Capacity al rdance withA l of Resolutio rdance withA l of Resolutio e at Tuesday nd allotted o pproved on5 to issue Equ SX Listing Ru n 3 at the AG SX Listing Ru n 3 and Reso 30 May 2017 n 25 May 201 May 2016 by ity Securities le 7.1 and su M. le 7.1A ands lution 4 at the 6 in excess of Members without Me bject to Memb ubject to Mem AGM. mber ers’ bers’ % 15 10	Number ofE Secu 165,305 (200 quity rities ,889 ,000)
	165,105 ,889
	24,765 16,510 ,883 ,588
	41,276 ,471

The ac t ual number o f Equity Securities that the Company will have capacity to issue un d er ASX Listing Rule 7.1A will be cal c ulated on th e date of issu e of Equity Se c urities in accordance with t he formula prescri b ed in ASX Listing Rule 7.1A.2.

Minim u m Issue Pric e

The is s ue price of E q uity Securiti e s issued und e r ASX Listin g Rule 7.1A must be not les s than 75% o f the volum e weighted av e rage price ( VWAP ) of Equ i ty Securities in the same class calculate d over the 15 Tradin g Days on which trades in t h e relevant cl a ss were rec o rded immedi a tely before:

• (a) th e date on whi c h the price at which the E q uity Securitie s are to be is s ued is agree d ; or (b) if t h e Equity Se c urities are no t issued withi n 5 Trading D a ys of the dat e in paragrap h (a) above, t h e da t e on which t h e Equity Sec u rities are iss u ed.

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

13 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

10% P l acement Per i od

Memb e r approval of the 10% Placement Facilit y under ASX L isting Rule 7.1A is valid fr o m the date of the annual general mee t ing at which t h e approval i s obtained an d expires on t h e earlier to o c cur of:

• (a) th e date that is 1 2 months aft e r the date of the annual g e neral meetin g at which the approval is ob t ained; or

• (b) th e date of the a pproval by M e mbers of a t r ansaction un d er ASX Listi n g Rules 11.1 . 2 (a significa n t ch a nge to the n a ture or scale of activities) o r 11.2 (disposal of main u n derstanding) ( 10% Placement Period ).

• Specifi c Information required by ASX Listing R u le 7.3A

Pursu a nt to and in a c cordance with ASX Listin g Rule 7.3A, t h e following information is p rovided in rel a tion to the a pproval of th e 10% Place m ent Facility:

• (a) t h e Equity Sec u rities will be issued at an i s sue price of n ot less than 7 5% of the V W AP for the C o mpany’s Eq u ity Securities over the 15 T rading Days o n which trad e s in the rele v ant class we r e r e corded imme d iately before: (i ) the date on which the price at whic h the Equity S ecurities are t o be issued i s agreed; or (ii) if the E q uity Securitie s are not issu e d within 5 Tr a ding Days of the date in p a ragraph (a) (i) above, the date on w h ich the Equit y Securities a r e issued.

• (b) If Resolution 4 is approved by Members a n d the Comp a ny issues Eq u ity Securitie s under the 1 0 % P l acement Facility, the existing Members’ voting power in the Company will be dilu t ed as shown in t h e below table (in the case o f Options, only if the Options are exerci s ed). There is a risk that:

• (i ) the mar k et price for t h e Company’ s Equity Secu r ities may be s ignificantly lo w er on the d a te of the issu e of the Equit y Securities t h an on the date of the AGM; and

• (ii) the Equ i ty Securities m ay be issue d at a price th a t is at a disc o unt to the m a rket price for the Compa n y’s Equity Securities on th e issue date,

• which may hav e an effect on the amount o f funds raise d by the issue of the Equity Securities.

• (c) T h e table belo w shows the dilution of exis t ing Members on the basis o f the current market price of S h ares and th e current num b er of Shares for variable “ A ” calculated in accordance with the formula in ASX Listing R ule 7.1A.2 a s at the date o f this Notice. T h e table also s hows:

• (i ) two exa m ples where v ariable “A” h a s increased, by 50% and 1 00%. Variabl e “A” is base d on the number of Share s the Compan y has on issu e . The number of Shares o n issue may increas e as a result o f the issues o f Shares that d o not requir e Member ap p roval (for example, a pro ra t a entitlement s issue or scr i p issued und e r a takeover o ffer) or futur e specific placem e nts under ASX Listing Rul e 7.1 that are a pproved at a future Memb e rs’ meeting; and

• (ii) two exa m ples of whe r e the issue p r ice of ordinary securities h a s decreased by 50% and increas e d by 100% a s against the c urrent market price.

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

14 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017 V ariable ‘A’ in ASX Listing R ule 7.1A.2

	Number o Shares examples f	50 in % decrease Issue Price	Issue Price 100% Incre in IssueP ase rice
I e ssue price xamples		3 .75 cents	7.50 cents 15.00 ce nts
C V urrent ariable A	165,305,8 247,958,8 330,611,7 89 34 78	10%V Dilutio Funds oting n 1 raised 6,530,588 $619,897	16,530,588 $1,239,794 16,530,5 $2,479,5 88 88
5 i V 0% increase n Current ariable A		10%V Dilutio Funds oting n 2 raised 4,795,883 $929,846	24,795,883 $1,859,691 24,795,8 $3,719,3 83 83
1 i V 00% increase n Current ariable A		10%V Dilutio Funds oting n 3 raised $ 3,061,177 1,239,794	33,061,177 $2,479,588 33,061,1 $4,959,1 77 77

(d) T h e table has b een prepare d on the follo w ing assumpti o ns:

• (i) The Comp a ny issues the maximum n u mber of Equi t y Securities available und e r the 10% Placement Facility;

• (ii) 165,305,88 9 Shares are on issue, bei n g total Share s on issue at t he date of th e Notice; (iii ) No Options (including an y Options iss u ed under the 10% Placem e nt Facility) a r e exercised before the d ate of the issue of the Equ i ty Securities;

• (iv ) The 10% v o ting dilution reflects the ag g regate perc e ntage dilutio n against the i s sued share capital at the time of issue. This is wh y the voting dilution is show n in each exa m ple as 10%.

• (v) The table d o es not show an example o f dilution that may be caus e d to a partic u lar Member b y reason of p l acements un d er the 10% P lacement Fa c ility, based on that Memb e r's holding at the date of the A GM.

• (vi ) The table s h ows only the effect of issu e s of Equity S ecurities und e r ASX Listin g Rule 7.1A, n ot under the 15% placement capacity un d er ASX Listi n g Rule 7.1.

• (vi i ) The issue o f Equity Securities under t h e 10% Place m ent Facility c onsists only o f Shares. If t he issue of Eq u ity Securitie s includes Op t ions, it is ass u med that tho s e Options ar e exercised i n to Shares for t he purpose o f calculating t h e voting dilu t ion effect on e xisting Mem b ers.

• (vi i i) The issue p rice is 7.5 ce n ts, being the closing price o f the Shares on the ASX o n 20 April 20 1 7.

• (e) T h e Company w ill only issue and allot the Equity Securities during th e 10% Place m ent Period. The a p proval under Resolution 4 for the issue o f the Equity S ecurities will cease to be v alid in the ev e nt t h at Members a pprove a tra n saction unde r ASX Listing Rule 11.1.2 ( a significant c h ange to the n a ture or scale of activities or ASX Listing Rule 11.2 (di s posal of mai n undertaking ) . The 10% P l acement Period will run from the date of the AGM unt i l the earlier o f any future M ember appro v al u n der ASX Listing Rule 11.1 . 2 and 12 mo n ths from the d ate of the A G M.

• (f) T h e Company m ay seek to i s sue the Equi t y Securities f o r the followi n g purposes:

• (i) non-cash c o nsideration f o r the acquisi t ion of new re s ources asse t s and invest m ents. In such circumstan c es the Company will provi d e a valuation of the non-c a sh considera t ion as requir e d by ASX Listin g Rule 7.1A.3; or

• (ii) cash consi d eration. In such circumsta n ces, the Co m pany intends to allocate th e funds towar d s additional w orking capita l .

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

15 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

• (g) T h e Company w ill comply wi t h the disclos u re obligation s under the A S X Listing Ru l es 7.1A.4 an d 3.10.5A upon i s sue of any E q uity Securiti e s. The Comp a ny’s allocati o n policy is d e pendent on t h e p r evailing mar k et conditions at the time of any propose d issue pursu a nt to the 10 % Placement F a cility.

• The identity of t h e allottees of Equity Secu r ities will be d e termined on a case-by-ca s e basis having re g ard to the fa c tors includin g but not limit e d to the follo w ing: (i) the me t hods of raisi n g funds that a re available t o the Compa n y, including b ut not limited to, rights i s sue or other issue in whic h existing sec u rity holders c an participat e ;

• (ii) the eff e ct of the issu e of the Equit y Securities o n the control o f the Compa n y; (iii ) the fin a ncial situatio n and solvenc y of the Com p any; and (iv ) advice from corpora t e, financial a n d broking ad v isers (if applicable).

The allottees under the 10% P lacement Fa c ility have no t been determined as at th e date of this N otice bu t may include existing substantial Memb e rs and/or ne w Members who are not rel a ted parties or as s ociates of a r elated party o f the Compa n y.

Further, if the C o mpany is su c cessful in ac q uiring new r e sources assets or investm e nts, it is likel y that th e allottees un d er the 10% P lacement Fa c ility will be vendors of the n ew resource s assets or in v estments.

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

16 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

• (h) T h e Company p reviously ob t ained Memb e r approval under ASX Listi n g Rule 7.1A a t the Company’s A n nual General Meeting hel d on 5 May 2 0 16: During the pre c eding 12 mo n ths, the follo w ing Equity S e curities were issued by th e Company:

	Date	Shares Option s Total Equ Securiti ity es Total Value ofE Securities quity Issued	Shares Option s Total Equ Securiti ity es Total Value ofE Securities quity Issued
		Numbe r Numb er Numb er % Cash _Non-Cash _
		$ $
O C P S e E O C P C P O utstanding ash lacement2 hare xchange3 ntitlement ffer ash lacement4 ash lacement4 utstanding	21 April 2016 25 May 2016 2 Aug 2016 14 Dec 2016 14 Dec 2016 12 Jan 2017 21 April 2017	83,005,899 33,200,000 26,099,987 17,788,383 2,211,620 3,000,000 53,383,58 8,894,20 1,105,81 1,500,00 9 136,389,4 - 33,200,0 - 26,099,9 8 26,682,5 0 3,317,4 0 4,500,0 88 100.0 00 24.3 87 19.1 91 19.6 30 2.4 00 3.3 1,593,600 - 1,778,838 221,162 300,000 - 1,252,799 - - -
		165,305,889 64,883,60 7 230,189,4 96 168.8

(i) A voting exclusion statemen t is included i n the Notice. A t the date of t he Notice, th e Company h a s n o t approache d any particul a r existing Me m ber or secu r ity holder or a n identifiable class of existing s e curity holder to participate in the issue o f the Equity Securities. No e xisting Mem b er's votes will t h erefore be excluded under the voting ex c lusion in the Notice.

Reco m mendation

The B o ard unanimo u sly recommends that Me m bers vote in f a vour of Res o lution 4.

2 A cash placem e nt of up to 3 3 ,000,000 Sh a res was appr o ved at the C o mpany’s an n ual general m eeting held 5 May 2016.

3 A share excha n ge was appr o ved at the C o mpany’s ann u al general m e eting held 5 May 2016.

4 C a sh placeme n ts made on 1 4 December 2 016 and 12 January 217 a r e subject to M embers’ ap p roval u n der Resoluti o n 3 of the Notice.

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

17 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

BLANK PAGE

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

18 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

APPOINTMENT OF CORPORATE REPRESENTATIVE

Pursu a nt to Section 2 50D of the C orporations A ct

_____ ( ABN / ACN/ARBN )

_ _ _ _ _ _ __ _ _ _

_ _ __ _ ___

(Insert name of Sha r eholder/Body Corporate & A CN/ARBN) Hereb y Authorises

_ _ _ _ _ _ __ _ _ _ _ _ ___

(Insert name of app o intee)

• () 1. To act as t h e Company’s representati v e at all Gene r al Meetings of Pacific Ame r ican Coal Li m ited ABN 83 12 7* 131 604.

• ()2. To act as t h e Company’s Representati v e at the Ann u al General M eeting to be h eld commen c ing 2.00 pm (S y dney time) o n* Tuesday 30 May 2017 and any adjournment thereof.

_ __ day of _ _ ___ _ ____ _

Dated t

Executed by the co r poration in a c cordance wit h its Constitution/Section 1 2 7 of the

Corpo ra tions Act in the presence o f:

() Dir e ctor () Sole Dire c tor & Sole S e cretary

() Dir e ctor/Secretar y*

Affix C o mmon Seal h ere (optional )

() Del e* te if not applicable

T h is authority m ay be sent t o the register e d office or sh a re registry of f ice of the Co m pany in adv a nce o f the meeting a s set out in t h e Notice of A nnual Gener a l Meeting which this appoi n tment a c companies or handed in a t the Annual G eneral Meeti n g when regi s tering as a c o mpany r e presentative. In either cas e , the authorit y will be retai n ed by the Co m pany.

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

19 | P a g e

PACIF I C AMERICA N COAL LIMI T ED NOTICE OF ANNUAL GENERAL MEETING 30 M AY 2017

BLANK PAGE

==> picture [29 x 31] intentionally omitted <==

==> picture [30 x 31] intentionally omitted <==

20 | P a g e

==> picture [147 x 58] intentionally omitted <==

All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 2:00pm (Sydney time) on Sunday 28 May 2017.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2:00pm (Sydney time) on Sunday 28 May 2017. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

 By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Pacific American Coal Limited ABN 83 127 131 604

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1

APPOINT A PROXY

I/We being a member/s of Pacific American Coal Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Level 10, 171 Clarence Street Sydney NSW 2000 on Tuesday 30 May, 2017 at 2.00 pm (Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2

VOTING DIRECTIONS

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

Ordinary Business Resolution 1 To Adopt the Remuneration Report Resolution 2 Re-election of Director – Geoffrey Hill

For Against Abstain*

==> picture [96 x 49] intentionally omitted <==

Special Business

Resolution 3 Ratification and Approval of Past Allotment and Issue of Equity Securities Resolution 4 Approval of 10% Placement Facility

==> picture [96 x 48] intentionally omitted <==

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2017