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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

FOR THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT THE PULLMAN SYDNEY HYDE PARK, 36 COLLEGE STREET, SYDNEY NSW 2010 ON WEDNESDAY, 20 NOVEMBER 2019 AT 9.30am (SYDNEY TIME)

THIS DOCUMENT IS IMPORTANT

If you do not understand this document or are in doubt as to how you should vote, you should consult your stockbroker, solicitor, accountant or other professional adviser.

FOR THOSE SHAREHOLDERS WHO HAVE ELECTED TO RECEIVE A PRINTED COPY OF THE ANNUAL REPORT, THE 2019 ANNUAL REPORT ACCOMPANIES THIS NOTICE. THE REPORT IS ALSO AVAILABLE ON THE COMPANY’S WEBSITE: www.alkane.com.au

Alkane Resources Limited – Notice of Annual General Meeting 2019

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Alkane Resources Ltd will be held at The Pullman Sydney Hyde Park, 36 College Street, Sydney NSW 2010 on Wednesday, 20 November 2019 at 9.30am (Sydney time).

ACCOUNTS AND REPORTS

To receive and consider the Financial Report of the Company, the Directors' Report (including the Remuneration Report) and the Auditor’s Report for the year ended 30 June 2019.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

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

That the Remuneration Report, which forms part of the Directors’ Report for the financial year ended 30 June 2019, be adopted.

Note : In accordance with section 250R(3) of the Corporations Act, the vote on this Resolution will be advisory only and does not bind the Directors or the Company.

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR IAN JEFFREY GANDEL

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

That Mr Ian Jeffrey Gandel, who retires in accordance with rule 3.6(a) of the Constitution and, being eligible for re-election, be re-elected as a Director of the Company.

RESOLUTION 3: RE-ELECTION OF DIRECTOR – MR DAVID IAN CHALMERS

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

That Mr David Ian Chalmers, who retires in accordance with rule 3.6(a) of the Constitution and, being eligible for re-election, be re-elected as a Director of the Company.

RESOLUTION 4: APPROVAL OF ALKANE RESOURCES PERFORMANCE RIGHTS

PLAN

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

That, for the purpose of Listing Rule 7.2 (Exception 9(b)), sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the Alkane Resources Performance Rights Plan, the terms of which are summarised in the Explanatory Statement accompanying this Notice of Meeting, and the issue of securities and the giving of benefits under the Alkane Resources Performance Rights Plan from time to time (including the grant of Performance Rights and the issue of Shares upon vesting of Performance Rights issued under the Alkane Resources Performance Rights Plan).

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 5: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO THE

MANAGING DIRECTOR

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

That, for the purposes of Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to grant 1,969,877 Performance Rights to Mr Nicholas Earner (or his nominees) (including the issue of Shares on the vesting and exercise of those Performance Rights) under the terms of the Alkane Resources Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.

A Voting Exclusion Statement for this Resolution is set out below.

Alkane Resources Limited – Notice of Annual General Meeting 2019

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RESOLUTION 6: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO THE TECHNICAL DIRECTOR

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

That, for the purposes of Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to grant 241,186 Performance Rights to Mr David Ian Chalmers (or his nominees) (including the issue of Shares on the vesting and exercise of those Performance Rights) under the terms of the Alkane Resources Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 7: ADOPTION OF NEW CONSTITUTION

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

That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing constitution and adopt a new constitution in its place in the form as signed by the Company Secretary for identification purposes.

RESOLUTION 8: ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

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

That, with effect from the close of the Meeting and in accordance with sections 136 and 648D of the Corporations Act, the constitution of the Company (whether that be the constitution adopted by the passing of Resolution 7 or, if Resolution 7 is not passed, the existing Constitution of the Company) be altered by inserting and adopting as rule 37 of the constitution the proportional takeover approval provisions in the form they took as rule 37 of the constitution immediately before they ceased to apply on 15 November 2019.

RESOLUTION 9: APPROVAL OF 10% PLACEMENT FACILITY

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

That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued share capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.

A Voting Exclusion Statement for this Resolution is set out below.

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Dated: 2 October 2019

By order of the Board of Directors Dennis Wilkins

Company Secretary

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Alkane Resources Limited – Notice of Annual General Meeting 2019

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VOTING EXCLUSIONS AND PROHIBITIONS

Resolution 1: Pursuant to section 250R(4) of the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of:

a member of the KMP of the Company's consolidated group (at the date of the Meeting or whose remuneration is disclosed in the Remuneration Report); and
their Closely Related Parties (such as close family members and any controlled companies), (each a Prohibited Person).

However, the Company will not disregard a vote if the vote is cast:

by a Prohibited Person as proxy appointed in writing, that specifies how the proxy is to vote on a proposed Resolution, and the vote is not cast on behalf of a Prohibited Person; or
by the Chair as proxy for a person entitled to vote and who does not specify a voting direction on the proxy form provided that the proxy appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of KMP.

Resolution 4: The Company will disregard any votes cast on Resolution 4 by, or on behalf of:

any Director of the Company (except one who is ineligible to participate in the Alkane Resources Performance Rights Plan) and their Associates; and
a member of KMP (and their Closely Related Parties), acting as proxy,

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the proxy appointment, or by the Chair as proxy for a person entitled to vote and the proxy appointment expressly authorises the Chair to vote undirected proxies as the Chair sees fit and exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the KMP.

Resolution 5: The Company will disregard any votes cast on Resolution 5 by, or on behalf of:

Mr Earner or any Associate of Mr Earner; and
a member of KMP (and their Closely Related Parties), acting as proxy,

Resolution 6: The Company will disregard any votes cast on Resolution 6 by, or on behalf of:

Mr Chalmers or any Associate of Mr Chalmers; and
a member of KMP (and their Closely Related Parties), acting as proxy,

Resolution 9: For the purposes of Listing Rule 7.3A, the Company will disregard any votes cast in favour of Resolution 8 by or on behalf of any person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their Associates, unless it is cast:

by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
by the Chair as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides).

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Alkane Resources Limited – Notice of Annual General Meeting 2019

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NOTES

Intention of Chair

The Chair (where appropriately authorised) intends to vote all available undirected proxies in favour of all Resolutions.

Eligibility to vote

The Board has determined, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that persons who are registered holders of Shares as at 7.00 pm (Sydney time) on Monday, 18 November 2019 will be entitled to attend and vote at the Annual General Meeting.

If more than one joint holder of Shares is present at the Annual General Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of proxies

A Shareholder has the right to appoint a proxy, who need not be a Shareholder of the Company. Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment does not specify this proportion, each proxy may exercise half the votes.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Generally, these sections mean that if proxy holders vote, they must cast all directed proxies as directed, and any directed proxies that are not voted will automatically default to the Chair, who must vote the proxies as directed. If the proxy has two or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands.

Information about voting by proxy, including appointing a proxy and lodging a proxy form, is set out in instructions included in the proxy form that accompanies this Notice of Meeting.

Votes by proxy must be received no later than 9.30 am (Sydney time) on Monday, 18 November 2019.

Proxy forms received later than this time will be invalid .

Corporate representatives

A body corporate which is a Shareholder, or that has been appointed as a proxy, may appoint a person to act as its representative at the Annual General Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Annual General Meeting evidence of his or her appointment as the body corporate's representative, including any authority under which the appointment is signed, unless it has previously been given to the Company.

SHAREHOLDER MEETINGS FOR VICTORIA AND WESTERN AUSTRALIA

Alkane will be hosting Shareholder information meetings in Melbourne, Victoria and Perth, Western Australia, and invite all Shareholders to attend. These meetings may be of particular interest to Shareholders resident in Victoria or Western Australia, or who are otherwise unable to attend the Annual General Meeting in person in Sydney, New South Wales.

Please refer to Annexure C on the back page of this Notice for details about these Shareholder information meetings.

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Alkane Resources Limited – Notice of Annual General Meeting 2019

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EXPLANATORY STATEMENT

This Explanatory Statement is prepared for the benefit of Shareholders of Alkane to better understand the Resolutions to be put to the Annual General Meeting of the Company to be held at The Pullman Sydney Hyde Park, 36 College Street, Sydney NSW 2010 on Wednesday, 20 November 2019 at 9.30am (Sydney time).

This Explanatory Statement forms part of, and should be read together with, the Notice of Meeting.

ACCOUNTS AND REPORTS

The Company's Financial Report, the Directors' Report (including the Remuneration Report) and the Auditor’s Report for the year ended 30 June 2019 will be laid before the Annual General Meeting. A copy of the Company's Annual Report for the year ended 30 June 2019, which includes these reports, is available on the Company's website at www.alkane.com.au and on ASX's website www.asx.com.au.

There is no requirement for Shareholders to approve these reports. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions or make comments about these reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company's auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

1.1 General

The Corporations Act requires the Company to put a resolution to Shareholders that the remuneration report be adopted. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the outcome of the vote will be considered by the Company's Remuneration Committee and Nomination Committee when evaluating the remuneration arrangements of the Company in the future. However, the Corporations Act requires that, if a company’s remuneration report receives an “against” vote of 25% or more at two consecutive annual general meetings, a resolution must be put at the later of the two annual general meetings that another meeting be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of that resolution must stand for re-election. In summary, members will be entitled to vote in favour of holding a general meeting to re-elect the Board if the remuneration report receives “two strikes”.

The Remuneration Report of the Company for the period ended 30 June 2019 is set out in the Company's Annual Report. This report includes information about the principles used to determine the nature and amount of remuneration and sets out the remuneration arrangements for each Director and member of KMP.

As set out in the Remuneration Report, in determining executive remuneration, the Board aims to ensure that remuneration practices:

(a) are competitive and reasonable, enabling the Company to attract and retain key talent while building a diverse, sustainable and high achieving workforce;
(b) are aligned to the Company's strategic and business objectives and the creation of Shareholder value;
(c) promote a high performance culture recognising that leadership at all levels is a critical element in this regard;
(d) are transparent; and
(e) are acceptable to Shareholders.

Further details regarding the Company's remuneration policy and structure as to executive and non-executive remuneration are set out in the Annual Report.

The Company's Remuneration Report did not receive a “strike” at the 2018 annual general meeting. If the Remuneration Report receives a “strike” at this Meeting, Shareholders should be aware that if a second “strike” is received at the 2020 annual general meeting, this may result in the re-election of the Board.

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Shareholders will be given a reasonable opportunity to ask questions about, or comment on, the Remuneration Report at the Annual General Meeting.

1.2 Directors' recommendation

The Directors recommend that Shareholders vote in favour of adopting the Remuneration Report. The Chair intends to exercise all available proxies in favour of Resolution 1.

2. RESOLUTIONS 2 and 3: RE-ELECTION OF DIRECTORS

Rule 3.6(a) of the Constitution provides that at each annual general meeting of the Company, one third of the Directors (other than the Managing Director) must retire from office. The Directors to retire at an annual general meeting are those who have held office the longest since their last election. If two or more Directors have held office for the same period, those Directors may agree between themselves which of them will retire otherwise they are to draw lots, and in any event no Director may hold office for more than three years without standing for re-election.

2.1 Mr Ian Jeffrey Gandel

In accordance with the Constitution, Mr Ian Jeffrey Gandel retires as a Director of the Company and, being eligible, offers himself for re-election.

Mr Gandel (LLB, BEc, FCPA, FAICD) is a successful Melbourne based businessman with extensive experience in retail management and retail property. He has been a director of the Gandel Retail Trust and has had an involvement in the construction and leasing of Gandel shopping centres. He has previously been involved in the Priceline retail chain and the CEO chain of serviced offices. Through his private investment vehicles, Mr Gandel has been an investor in the mining industry since 1994. Mr Gandel is currently a substantial holder in a number of publicly listed Australian companies and, through his private investment vehicles, now holds and explores tenements in his own right in Western Australia. Mr Gandel is a non-executive chair of Alliance Resources Ltd.

Mr Gandel was appointed as a non-executive Director of the Company on 24 July 2006 and has been non-executive chair of the Board since 1 September 2017. He was last re-elected by rotation in November 2017 and is a member of the Audit, Remuneration and Nomination Committees.

2.2 Directors' recommendation – Resolution 2

Based on the information available, including the information contained in this Explanatory Statement, all the Directors consider that Resolution 2 is in the best interests of the Company, as Mr Gandel has a wealth of experience and expertise which is valuable to the Company. The Directors (other than Mr Gandel because of his interest in this Resolution) unanimously recommend that Shareholders vote in favour of Resolution 2.

Each Director intends to vote all the Shares controlled by them in favour of Resolution 2. The Chair intends to exercise all available proxies in favour of Resolution 2.

2.3 Mr David Ian Chalmers

In accordance with the Constitution, Mr David Ian Chalmers retires as a Director of the Company and, being eligible, offers himself for re-election.

Mr Chalmers is a geologist and graduate of the Western Australia Institute of Technology (Curtin University) and has a Master of Science degree from the University of Leicester in the United Kingdom. He has worked in the mining and exploration industry for over 40 years, during which time he has had experience in all facets of exploration and mining through feasibility and development to the production phase. Mr Chalmers was Technical Director until his appointment as Managing Director in 2006, overseeing the group’s minerals exploration efforts across New South Wales, Western Australia, Indonesia and New Zealand and the development and operations of the Peak Hill Gold Mine (NSW). Since taking on the role as chief executive he has steered the Company through construction and development of the now fully operational Tomingley Gold Operations and to the threshold of development of the world class Dubbo Project.

Mr Chalmers was appointed as a non-executive Director of the Company on 10 June 1986, became Managing Director on 5 October 2006 and was then appointed as a Technical Director on 1 September 2017. He was last reelected by rotation in November 2017 and is a member of the Nomination Committee.

2.4 Directors' recommendation – Resolution 3

Based on the information available, including the information contained in this Explanatory Statement, all the Directors consider that Resolution 3 is in the best interests of the Company, as Mr Chalmers has a wealth of experience and expertise which is valuable to the Company. The Directors (other than Mr Chalmers because of his interest in this Resolution) unanimously recommend that Shareholders vote in favour of Resolution 3.

Each Director intends to vote all the Shares controlled by them in favour of Resolution 3. The Chair intends to

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Alkane Resources Limited – Notice of Annual General Meeting 2019

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exercise all available proxies in favour of Resolution 3.

3. RESOLUTION 4: APPROVAL OF ALKANE RESOURCES PERFORMANCE RIGHTS PLAN

3.1 Background

The Alkane Resources Performance Rights Plan was established in 2011 and was last approved at the Company's 2016 annual general meeting.

The Plan is designed to assist in the recruitment, reward, retention and motivation of certain employees, as determined by the Board from time to time. Under the Plan, the Board may grant Performance Rights to an eligible employee.

The Board resolved to amend the terms of the Plan at the Company’s 2016 annual general meeting in the following ways (primarily so that the operation of the Plan aligns with taxation laws):

(a) to contemplate the deferred conversion of Performance Rights into Shares upon vesting; and
(b) to include an amended method of exercise for a vested Performance Right (to contemplate automatic and manual exercise).

Resolution 4 seeks Shareholder approval of the Plan and the issue of securities and giving of benefits under the Plan from time to time, for the purposes of Listing Rule 7.2 (Exception 9(b)), sections 200B and 200E of the Corporations Act and for all other purposes.

3.2 Listing Rule approval

Shareholder approval is being sought to approve the grant of Performance Rights under the Plan (and Shares issued on vesting of such Performance Rights) so that the Company will satisfy Listing Rule 7.2, Exception 9 (as an exception to Listing Rule 7.1).

Listing Rule 7.1 provides that, without the approval of shareholders, an entity must not issue or agree to issue equity securities which amount to more than 15% of its issued share capital in any rolling 12 month period. However, Listing Rule 7.2 sets out a number of exceptions to Listing Rule 7.1. These exceptions include Listing Rule 7.2 (Exception 9), which relates to an issue under an employee incentive scheme if, within three years before the date of issue, shareholders have approved the issue of securities under the scheme. Accordingly, if Shareholders approve this Resolution, the grant of Performance Rights (and the issue of any new Shares upon vesting of such Performance Rights) under the Plan will be excluded from the 15% limit imposed by Listing Rule 7.1 for a period of three years from the date of the Annual General Meeting.

If Resolution 4 is approved, all Performance Rights granted under the Plan (and Shares issued on exercise of those Performance Rights) will be excluded from the 15% limit imposed by Listing Rule 7.1 for a period of three years from the date of the approval.

If Shareholders do not approve this Resolution 4, the Company may still issue Performance Rights (and Shares issued on vesting of such Performance Rights) under the Plan, but any Performance Rights (or Shares) may be taken into account when calculating whether the 15% limit under Listing Rule 7.1 has been reached.

3.3 Information required by Listing Rule 7.2 (Exception 9(b))

In accordance with Listing Rule 7.2 (Exception 9(b)), the following information is provided in respect of the Plan:

(a) A summary of the rules of the amended Plan, as approved by the Board, is set out in Annexure A of this Explanatory Statement. A copy of the full terms of the Plan can, on request, be sent free of charge to any Shareholder.
(b) Since the date of the last approval of Plan by Shareholders, the following securities have been issued under that Plan (as at the date of this Notice):
(i) 11,395,156 Performance Rights to senior management personnel (including 7,243,519 to Mr Earner and 863,308 to Mr Chalmers in 2017 as approved by Shareholders at the Company's 2017 annual general meeting);
(ii) 8,239,178 Performance Rights to senior management personnel (including 3,032,369 to Mr Earner and 371,310 to Mr Chalmers in 2018 as approved by Shareholders at the Company's 2018 annual general meeting); and
(iii) 570,553 Shares on vesting of Performance Rights.

As at the date of this Notice, a total of 18,476,061 Performance Rights remain on issue and unvested.

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3.4 Sections 200B and 200E of the Corporations Act

The Corporations Act provides that the Company may only give a person a benefit in connection with their ceasing to hold a "managerial or executive office" in the Company or its related bodies corporate if it is approved by shareholders or an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year's average base salary).

This restriction will apply to all KMP. The term "benefit" is open to a wide interpretation and may include the early vesting of Performance Rights under the Plan. As outlined in the summary of the Plan in Annexure A to this Explanatory Statement, early vesting may occur, subject to the Directors' discretion, on the cessation of the Participant's employment for a Qualifying Reason (such as death, total and permanent disablement or retirement of the Participant).

Shareholder approval of Resolution 4 is also sought so that the Benefits do not count towards such maximum termination amounts to the extent that the Benefits are deliverable on the cessation of the Participant's employment for a Qualifying Reason. In general, the cessation of a Participant's employment for a Qualifying Reason will not involve poor performance.

Shareholder approval of Resolution 4 will allow the Company, where appropriate, to fulfil its obligations under the Plan to all Participants equally. If Resolution 4 is not approved, Participants who are KMP may not be able to receive Benefits that are available to all other Participants unless subsequent Shareholder approval is obtained. Further, equity linked benefits such as the Performance Rights align senior executives with Shareholders and the Directors believe granting approval is better for Shareholders than, for example, increasing cash awards in future in lieu of Share benefits. Shareholder approval is also expected to assist the Company to retain, motivate and attract key employees and is consistent with approvals sought by other listed companies in Australia.

The value of any Benefits cannot be ascertained at the present time. The Benefits will be the market value of Shares issued or transferred to the Participant on ceasing employment for a Qualifying Reason. Apart from the future Share price being unknown, the following are matters which will or are likely to affect the value of the Benefits:

(a) the performance criteria determined to apply to the Participant's Performance Rights;
(b) the Participant's length of service and reasons for cessation of employment;
(c) the number of Performance Rights granted to the Participant;
(d) employee and Company performance factors used to determine vesting of Performance Rights;
(e) the amount of other remuneration payable to the Participant; and
(f) the exercise of the Directors' discretion at the relevant time.

The Company currently intends that four KMP, namely Nicholas Earner (Managing Director), Ian Chalmers (Technical Director), James Carter (Chief Financial Officer) and Alister MacDonald (General Manager, Marketing) will be entitled to participate in the Plan. Details of their remuneration are set out in the 2019 Remuneration Report.

It should be noted that, notwithstanding an approval by Shareholders of Resolution 4, any future grant of Performance Rights to a Director that may entitle that Director to the issue of new Shares (as opposed to Shares acquired on-market), will remain subject to Shareholder approval under Listing Rule 10.14. Grants of Performance Rights to Mr Earner and Mr Chalmers are proposed under the Plan pursuant to Resolutions 5 and 6 of this Notice – refer to section 4 of this Explanatory Statement.

3.5 Potential dilution

If the Performance Rights are granted under the terms of the Plan, and Shares issued on exercise of any such Performance Rights, this will have a diluting effect on the percentage interest of existing Shareholders’ holdings. If the Performance Rights granted under the Plan are exercised and the prevailing Share price is higher than the exercise price, the value of Shares may also be impacted.

3.6 Directors' recommendation

The Directors (other than Mr Chalmers and Mr Earner, who are the only Directors eligible to participate in the Plan) recommend that Shareholders vote in favour of Resolution 4 as they believe, based on the information available, including the information contained in this Explanatory Statement, that the Plan is a powerful tool to underpin the Company’s employment strategy.

As Mr Chalmers and Mr Earner are eligible to participate in the Plan, and therefore have an interest in the outcome of Resolution 4, they make no recommendation to Shareholders as to how to vote on this Resolution.

Each Director able to vote on the Resolution intends to vote all the Shares controlled by them in favour of Resolution 4. The Chair intends to exercise all available proxies in favour of Resolution 4.

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4. RESOLUTIONS 5 AND 6: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTORS

4.1 General

Resolutions 5 and 6 seek approval for:

(a) the grant of Performance Rights (pursuant to the terms of the Plan); and
(b) the issue of Shares upon the vesting and exercise of those Performance Rights,

to the Company’s executive Directors, Messrs Nicholas Paul Earner and David Ian Chalmers under the Company’s Executive Incentive Scheme for executive long term incentives.

The terms of the Plan were approved by Shareholders at the Company's 2016 annual general meeting, and are proposed for approval at this Annual General Meeting (refer to Resolution 4 and section 3 of this Explanatory Statement). The terms of the Plan are summarised and set out in Annexure A to this Notice.

In line with market practice, performance based incentive programs form a key component of total remuneration for Messrs Earner and Chalmers[1] . A significant portion of total annual remuneration has been placed at-risk to better align the executive Directors’ interests with those of Shareholders, to encourage long term sustainable growth and to assist with retention.

Resolutions 5 and 6 seek Shareholder approval for the grant of the following long term incentive allocations for the financial year ending 30 June 2020 and the issue of Shares (upon the vesting and exercise of those Performance Rights) in accordance with the Plan and Scheme:

Nicholas Paul Earner 1,969,877 Performance Rights David Ian Chalmers 241,186 Performance Rights

Details regarding the Performance Rights are set out below.

4.2 FY2020 LTI (for the three year period ending 30 June 2022)

The Scheme is an annual LTI scheme based on financial years, with performance periods of three years' duration set at the start of each financial year. The Scheme uses the Plan (as updated and approved by Shareholders from time to time) as the vehicle for granting the appropriate incentives.

Under the Scheme, the LTIs are granted in two tranches of Performance Rights each year. Each tranche of Performance Rights has separate vesting conditions being Share price growth and Company milestone events, with the executives' LTIs weighted more heavily to the Share price growth tranche.

Performance period

The FY2020 LTI grant will be performance tested from 1 July 2019 to 30 June 2022.

Vesting conditions and performance hurdles

The FY2020 LTI grant to be made to Messrs Earner and Chalmers will vest (and be capable of exercise) subject to satisfaction of the following performance hurdles, described below:

(a) one tranche of Performance Rights will be subject to the "Share price growth" performance hurdles, being the Share Price Growth Performance Rights ; and
(b) the second tranche of the Performance Rights will be subject to the "milestone events" performance hurdles, being the Milestone Performance Rights .

Each of the performance hurdles are mutually exclusive so that if only one of the hurdles is satisfied, vesting may still occur for that tranche of the FY2020 grant (that is, each of the Share Price Growth Performance Rights and Milestone Performance Rights are tested and may vest separately).

Share Price Growth

In this section:

(a) Starting Share Price is the monthly VWAP of the June immediately prior to the financial year to which the LTI applies. The FY2020 LTI has the starting Share price of the June 2019 VWAP;
(b) Final Share Price is used to determine vesting, which is the VWAP over 10 trading days following the release of the full year results of the third financial year of the relevant LTI period. The FY2020 LTI has the final Share

1 In the case of David Ian Chalmers, only the "Technical Services Salary" component of his fixed remuneration is relevant for determining his entitlement to, and allocation of, performance based incentives. See the Company's ASX announcement dated 21 August 2017 for further details of the components to Mr Chalmers' salary.

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price of the 10 trading days following the release of the FY2022 full year results (which will be approximately the start of September 2022).

Allocation methodology and number of Share Price Growth Performance Rights

The number of Performance Rights allocated for grant in the Share Price Growth tranche is determined by the following formula:

Number of Performance Rights = A x E x B C x D

where:

A executive’s "Base Salary Package" (as noted above in "Footnote 1", in the case of Mr Chalmers, " A " refers only to the Technical Services Salary component of his fixed remuneration package)
B tranche weighting (70%)
C "Right Value", which has the same as the Starting Share Price above – that is, the June VWAP of the month prior to the financial year in which the LTI applies
D % vesting at target (50%)
E "Target LTI %", as per the following table:

Financial Year	N P Earner	D I Chalmers
	Target LTI %	Target LTI %
FY2020 and subsequent years	100%	50%

Vesting conditions and performance hurdles

Vesting occurs in accordance with the following table:

Final Share Price vs Starting Share Price	% of Tranche to
	Vest
Final Share Price < 3 year growth at 10% cumulative annual growth rate (CAGR) (i.e. Final Share Price < Starting Share Price x 133%)	0%
3 year growth at 10% CAGR ≤ Final Share Price < 3 year growth at 15% CAGR (i.e. Starting Share Price x 133% ≤ Final Share Price < Starting Share Price x 152%)	Pro-rata from 0% to 50%
Final Share Price = 3 year growth at 15% CAGR (i.e. Final Share Price = Starting Share Price x 152%)	50%
3 year growth at 15% CAGR ≤ Final Price < 3 year growth at 30% CAGR (i.e. Starting Share Price x 152% ≤ Final Share Price < Starting Share Price x 220%)	Pro-rata from 50% to 100%
3 year growth at 30% CAGR ≤ Final Share Price (i.e. Starting Share Price x 220% ≤ Final Price)	100%

Milestone Events

Allocation methodology and number of Milestone Performance Rights

The number of Performance Rights allocated for grant in the Milestone Performance Rights tranche is determined by the following formula:

Number of Performance Rights = A x E x B C x D

where:

A executive’s "Base Salary Package" (as noted above in "Footnote 1", in the case of Mr Chalmers, " A " refers only to the Technical Services Salary component of his fixed remuneration package)
B tranche weighting (30%)
C "Right Value" is the same as the Starting Share Price in the Share Price Growth section above – that is, the June VWAP of the month prior to the financial year in which the LTI applies
D % vesting at target (100%)
E Target LTI % is as per the following table:

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Financial Year	N P Earner	D I Chalmers
	Target LTI%	Target LTI%
FY2020 and subsequent years	100%	50%

Vesting conditions and performance hurdles

The milestone targets are set by the Board as part of the yearly budget cycle and determined by the end of June for the LTI being offered in the following financial year.

The milestone targets and vesting criteria for the three year LTI period commencing and including FY2020 are those in the following table:

Milestone Target	% of tranche to
	vest
Financing obtained and development commenced of the Dubbo Project by the end of the LTI period	33.33%
Commissioning of the Dubbo Project commenced by the end of the LTI period	33.33%
Production of the Dubbo Project at modelled rates of 65% capacity (which is the end of production year one target)	33.33%

For clarity, if the milestone target is not met, then the % of Milestone Performance Rights to vest is 0%.

4.3 Listing Rule approval

Listing Rule 10.14 requires a listed company to obtain shareholder approval prior to the issue of securities under an employee incentive scheme to a Director of a company or his or her Associates. As Messrs Earner and Chalmers are Managing Director and Technical Director (respectively) of the Company, approval is being sought for the purposes of Listing Rule 10.14 and for all other purposes, to grant the Performance Rights to Mr Earner and Mr Chalmers (and the issue or transfer of any Shares on vesting and exercise of the relevant Performance Rights) in accordance with the terms and conditions of the Plan.

Further, if Resolutions 5 and 6 are approved for the purposes of Listing Rule 10.14, pursuant to Listing Rule 7.2 (Exception 14) a grant of Performance Rights or an issue of Shares (upon the vesting and exercise of those Performance Rights) will not reduce the Company's 15% placement capacity under Listing Rule 7.1 and separate approval of Resolutions 5 and 6 is not required under Listing Rule 7.1. In addition, approval under Listing Rule 10.14 is an exception to the prohibition on a company issuing shares to related parties without member approval under Listing Rule 10.11.

4.4 Information required by Listing Rule 10.15A

In accordance with Listing Rule 10.15A, the Company provides the following information:

(a) The Performance Rights will be granted to:
(i) in respect of Resolution 5, Mr Nicholas Paul Earner, the Managing Director of the Company; and
(ii) in respect of Resolution 6, Mr David Ian Chalmers, the Technical Director of the Company.
(b) The maximum number of securities proposed to be issued in connection with Resolution 5 to Mr Earner is 1,969,877 Performance Rights (upon vesting and exercise, and in circumstances where all of these Performance Rights vest and are exercised, this entitles Mr Earner to 1,969,877 Shares).
(c) The maximum number of securities proposed to be issued in connection with Resolution 6 to Mr Chalmers is 241,186 Performance Rights (upon vesting and exercise, and in circumstances where all of these Performance Rights vest and are exercised, this entitles Mr Chalmers to 241,186 Shares).
(d) No cash consideration is payable by either Mr Earner or Mr Chalmers at the time of the grant of the Performance Rights, or upon the issue of Shares, as they are granted as part of the remuneration for Mr Earner's and Mr Chalmers' services to the Company as Managing Director and Technical Director (respectively). That is, the issue price for the grant of Performance Rights to each of Mr Earner and Mr Chalmers, and issue of Shares on vesting (and exercise) of those Performance Rights, is nil.
(e) The Plan was last approved by Shareholders at the Company's 2016 annual general meeting. Since that time, the Company has issued:
(i) Mr Chalmers 133,333 Shares under the terms of the Plan on the vesting and exercise of 133,333 FY2015 LTI Performance Rights. These Shares related to Performance Rights approved by

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Shareholders at the Company's 2014 annual general meeting; and

(ii) Mr Earner 146,666 Shares under the terms of the Plan on vesting and exercise of 146,666 FY2015 LTI Performance Rights. These Shares related to Performance Rights that were granted to Mr Earner before he became a Director. The Shares were also issued to Mr Earner prior to him becoming a Director.

In accordance with the terms of the Plan, the Shares were issued for nil consideration.

(f) The only persons referred to in Listing Rule 10.14 who are entitled to participate in the Plan are Mr Nicholas Paul Earner and Mr David Ian Chalmers.
(g) Voting exclusion statements for Resolutions 5 and 6 are included in this Notice.
(h) No loan will be provided by the Company in relation to the grant of the relevant Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) to Messrs Earner or Chalmers.
(i) Details of any securities (being, Performance Rights and Shares upon the vesting and exercise of Performance Rights) issued under the Plan will be published in each annual report relating to a period in which the securities have been issued, with a statement that approval for the issue of those securities was obtained, if required, under Listing Rule 10.14. Any additional persons who become entitled to participate in the Plan after Resolutions 5 and 6 are approved and who were not named in this Notice, will not participate until Shareholder approval is obtained under Listing Rule 10.14.
(j) If Resolutions 5 and 6 are approved, the Company proposes to issue the Performance Rights to Messrs Earner and Chalmers as soon as practicable and, in any event, within three years from the date of this Annual General Meeting.

4.5 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act also regulates the provision of "financial benefits" to "related parties" by a public company. For the purposes of Chapter 2E, Mr Earner, being the Managing Director, and Mr Chalmers, being the Technical Director, are "related parties" of the Company and the grant of the Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) pursuant to the Performance Rights will constitute the giving of "financial benefits".

The Board (other than Mr Earner in respect of Resolution 5 and Mr Chalmers in respect of Resolution 6) considers that the grant of the Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) to Mr Earner and Mr Chalmers (respectively) is an appropriate and reasonable component of their remuneration, and that the financial benefit represented by the grant of the Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) falls within the "reasonable remuneration" exception in section 211 of the Corporations Act. For this reason, it is unnecessary to seek specific member approval of Resolution 5 or Resolution 6 for the purposes of Chapter 2E of the Corporations Act (as mentioned above, approval is being sought under Listing Rule 10.14).

4.6 Sections 200B and 200E of the Corporations Act

The Corporations Act provides that the Company may only give a person a benefit in connection with their ceasing to hold a "managerial or executive office" in the Company, or its related bodies corporate, if it is approved by Shareholders or an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year's average base salary).

The term "benefit" is open to a wide interpretation and may include the early or accelerated vesting (allowing for subsequent exercise by the holder, where relevant) of Performance Rights under the Plan. As outlined in the summary of the Plan in Annexure A, early or accelerated vesting may occur, subject to the Directors' absolute discretion, in various circumstances including the end of employment with the Group, or on a change of control.

If the Board were to exercise its discretion to vest some or all of the Performance Rights early in the circumstances referred to above, this may amount to the giving of a termination benefit requiring Shareholder approval in accordance with the Corporations Act. Shareholder approval of Resolutions 5 and 6 are also being sought so that early or accelerated vesting (allowing for subsequent exercise by the holder, where relevant) of the Performance Rights and the issue of Shares (upon the vesting and exercise of the Performance Rights) do not count towards such maximum termination amounts for the purposes of the Corporations Act.

Details of Mr Earner’s and Mr Chalmers’ remuneration, including other termination benefits, are set out in the Company’s Annual Report as released to ASX.

The value of any benefits cannot be ascertained at the present time. The benefits will be the market value of Shares issued or transferred to Mr Earner or Mr Chalmers on vesting (and exercise, where relevant) of such benefits. Apart

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from the future Share price being unknown, the following are matters which will or are likely to affect the value of the benefits:

(a) the performance criteria determined to apply to the Performance Rights;
(b) the reasons for cessation of employment;
(c) the number of Performance Rights granted to Mr Earner or Mr Chalmers;
(d) employee and Company performance factors used to determine vesting of Performance Rights;
(e) the amount of other remuneration payable to Mr Earner or Mr Chalmers; and
(f) the exercise of the Directors' discretion at the relevant time.

4.7 Directors' recommendation

The Directors (other than Mr Earner in respect of Resolution 5 and Mr Chalmers in respect of Resolution 6) unanimously recommend that Shareholders vote in favour of Resolutions 5 and 6 as they believe, based on the information available, including the information contained in this Explanatory Statement, the granting of these Performance Rights will align Messrs Earner and Chalmers’ rewards with the long-term creation of value for Shareholders.

As Mr Earner has an interest in the outcome of Resolution 5 and Mr Chalmers has an interest in the outcome of Resolution 6, they make no recommendation to Shareholders as to how to vote on those Resolutions, respectively.

Each Director able to vote on the Resolution intends to vote all the Shares controlled by them in favour of Resolutions 5 and 6. The Chair intends to exercise all available proxies in favour of Resolutions 5 and 6.

5. RESOLUTION 7: ADOPTION OF NEW CONSTITUTION

5.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 7 is a special resolution, which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ).

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. It incorporates amendments:

(a) to bring it up to date with changes to the Corporations Act and Listing Rules since the existing Constitution was adopted in 2011;
(b) to improve the Constitution and better reflect market practice in respect of certain aspects of the Constitution; and
(c) of an administrative or minor nature, including, but not limited to:
(i) updating references to bodies or legislation that have been renamed (e.g. SCH business rules replaced with ASX Settlement Operating Rules);
(ii) removing redundant rules (for example, certain rules in the existing Constitution that simply restated applicable law); and
(iii) revising definitions used in the Constitution to reflect current terminology.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Directors believe these amendments do not materially alter the position of Shareholders in respect of the Company's governance, and accordingly will not have a significant impact on Shareholders.

A summary of the proposed material changes to the Company’s constitution is set out in Annexure B; however, the Directors wish to draw Shareholders' attention to the following changes in particular:

(a) Payment of dividends : The existing Constitution provided that the Company could only pay dividends out of profits of the Company (including reserved profits). This restated the previous formulation of section 254T of the Corporations Act. The rule regarding dividends has been updated so that dividends may be paid subject to the Corporations Act (so the Proposed Constitution incorporates by reference the current provisions regulating dividends in the Corporations Act, from time to time, including the new formulation of section 254T).

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(b) In kind payments:

(i) Capital reduction : The existing Constitution permits the Company to reduce its capital in accordance with Division 1 of Part 2J.1 of the Corporations Act (which governs share capital reductions). The Proposed Constitution includes an additional provision so that where the Company reduces its capital in that way, it may do so by way of payment in kind (that is, distribution of specific assets, including shares or securities in another corporation), or in any other manner permitted by law;
(ii) Dividends: The existing Constitution already permits the payment of dividends in kind (including shares or securities of another corporation), and this position is maintained in the Proposed Constitution.
(c) Additional rules for payments in kind by way of securities in another corporation: As noted above, the Proposed Constitution would permit in kind payments, including by way of securities in another corporation, to satisfy a dividend or under a capital reduction. The Proposed Constitution also includes a rule providing that, where the Company makes such an in kind payment, each member of the Company:
(i) is taken to have agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation; and
(ii) appoints each Director and Secretary as their agent and attorney to:
- A. agree to the member becoming a member of that corporation;
- B. agree to the member being bound by the constitution of that corporation; and
- C. execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

5.2 Summary of proposed changes

Refer to Annexure B for a summary of proposed material changes to the Company’s constitution.

5.3 Proposed Constitution available on the Company's website

Copies of the Company's existing Constitution, and the Proposed Constitution, are available on the Company's website at www.alkane.com.au.

5.4 Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7 as they believe, based on the information available, including the information contained in this Explanatory Statement, the Proposed Constitution will improve the Company’s constitution and better reflect market practice.

Each Director intends to vote all the Shares controlled by them in favour of adopting the Proposed Constitution. The Chair intends to exercise all available proxies in favour of Resolution 7.

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

6. RESOLUTION 8: ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

6.1 General

Under the Corporations Act, a company may include in its constitution a provision to enable the company to refuse to register shares acquired under a proportional takeover bid unless a resolution is passed by shareholders in general meeting approving the offer.

Section 648G of the Corporations Act requires that proportional takeover bid approval rules apply for a maximum period of three years unless renewed. The Constitution previously contained proportional takeover bid approval rules in rule 37. As the Proportional Takeover Provisions were inserted into the Constitution at the Company's 2016 annual general meeting on 16 November 2016, they cease to apply (and were deemed to be omitted from the Constitution) on 15 November 2019.

In the Directors' view, it is now appropriate to consider the approval of the Proportional Takeover Provisions (in the same form as they were previously included in rule 37) into the Constitution. Similarly, if Resolution 7 is passed, the Directors consider it appropriate to insert the Proportional Takeover Provisions (in the same form, in all material respects, as they were previously included in rule 37) into the Proposed Constitution.

Resolution 8 is a special resolution which means that a vote to pass this Resolution is decided on a 75% majority of the votes cast by Shareholders entitled to vote on this Resolution.

If Resolution 8 is passed, then for 21 days after the meeting, the Shareholders holding 10% or more of the

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Company's Shares would have the right to apply to the court to have the resolution set aside. The court may set aside the Resolution if the court is satisfied in all the circumstances that it is appropriate to do so.

If Resolution 8 is passed and not set aside by the court, then the Proportional Takeover Provisions will operate for three years and would then cease to apply unless renewed by a further special resolution of Shareholders.

The Corporations Act requires certain information to be included in the notice of meeting where the approval of members is sought to adopt proportional takeover provisions. That information is set out below.

6.2 Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares. If a shareholder accepts, the shareholder disposes of that specified portion and retains the balance.

6.3 Effect of the proposed Proportional Takeover Provisions

The effect of the Proportional Takeover Provisions is as follows.

(a) If a bidder makes a proportional takeover bid for any class of shares in the Company, the Directors must ensure that a meeting of members of that class is convened where a resolution to approve the proportional takeover bid is voted upon. The vote is decided on a simple majority. The bidder and its associates are excluded from voting on that approving resolution.
(b) The meeting and the vote on the approving resolution must take place more than 14 days before the last day of the bid period.
(c) If the approving resolution is rejected before the deadline, the bid cannot proceed, and the offer will be taken to have been withdrawn. Any transfers giving effect to takeover contracts for the bid will not be registered and all offers under the takeover bid are taken to be withdrawn and all takeover contracts must be rescinded.
(d) If the approving resolution is not voted on, the bid will be taken to have been approved.
(e) If the approving resolution is passed (or taken to have been approved), the transfers must be registered (subject to other provisions of the Corporations Act and the Company’s constitution).

The Proportional Takeover Provisions do not apply to full takeover bids.

6.4 Reasons for Proportional Takeover Provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all of their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of not being able to exit their investment in the Company by selling their entire Shareholding and consequently being left as a minority Shareholder in the Company. The bidder may be able to acquire control of the Company without payment of an adequate control premium.

The Directors believe that the Proportional Takeover Provisions are desirable to give Shareholders protection from these risks inherent in proportional takeover bids – this is protection that the Corporations Act provisions are intended to provide.

The Proportional Takeover Provisions allow Shareholders to decide if a proportional takeover bid is acceptable in principle and may assist in ensuring that any proportional takeover bid is appropriately priced.

To assess the merits of the Proportional Takeover Provisions, Shareholders should make a judgement as to what events are likely to occur in relation to the Company during the three year life of the proposed Proportional Takeover Provisions.

6.5 Potential advantages and disadvantages

The Corporations Act requires this Explanatory Statement to discuss retrospectively the advantages and disadvantages for Directors and Shareholders of the Proportional Takeover Provisions which are proposed to be inserted.

The Directors consider that the Proportional Takeover Provisions have no potential advantages or disadvantages for any of them, and that they remain free to make a recommendation on whether or not an offer under a proportional takeover bid should be accepted.

The Directors note that it could be argued that the Proportional Takeover Provisions are an advantage to them as a takeover defence mechanism that could be exploited to entrench the incumbent board of Directors. However, the Board believes this argument ignores the basic objects of the Proportional Takeover Provisions which is to empower Shareholders, not the Directors.

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The potential advantages for Shareholders of the Proportional Takeover Provisions include the following:

(a) Shareholders have the right to decide, by majority vote, whether an offer under a proportional takeover bid should proceed;
(b) the provisions may assist Shareholders and protect them from being locked in as a minority;
(c) the provisions may increase the bargaining power of Shareholders and may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders and assist in deciding whether to accept or reject an offer under a proportional takeover bid.

The potential disadvantages for Shareholders include the following:

(a) proportional takeover bids for Shares in the Company may be discouraged;
(b) Shareholders may lose an opportunity to sell some of their Shares at a premium;
(c) individual Shareholders may consider that the Proportional Takeover Provisions would restrict their ability to deal with their Shares as they see fit; and
(d) the likelihood of a proportional takeover bid succeeding may be reduced.

6.6 Previous operation of rule 37

While rule 37 was in effect, there were no takeover bids for the Company, either proportional or full. As such, the Directors cannot point to any more specific advantages or disadvantages evident from the operation of the rule during that period. The Directors are not aware of any potential takeover bid that was discouraged by the Proportional Takeover Provisions previously included in the Constitution.

6.7 Knowledge of any acquisition proposals

Apart from the above general considerations, as at the date on which this Notice of Meeting was prepared, no Director of the Company is aware of any proposal by any person to acquire or to increase the extent of a substantial interest in the Company.

Those Directors who are also Shareholders, have the same interest in Resolution 8 as all Shareholders have. Details of the Shareholdings of Directors are contained in the Company's Annual Report.

6.8 Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8 as they believe, based on the information available, including the information contained in this Explanatory Statement, that the Proportional Takeover Provisions are in the best interests of Shareholders.

Each Director intends to vote all the Shares controlled by them in favour of adopting the Proportional Takeover Provisions. The Chair intends to exercise all available proxies in favour of Resolution 8.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

7. RESOLUTION 9: APPROVAL OF 10% PLACEMENT FACILITY

7.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. At the date of this Notice, the Company is not an eligible entity as it has a market capitalisation of $354,267,355 (based on the closing price of Shares on 2 October 2019). The Company is not included in the S&P/ASX 300 Index and, until recently, the market capitalisation was less than the $300 million threshold. If, on the date of the Meeting, the Company is not an eligible entity under the Listing Rules for the purposes of Listing Rule 7.1A, then Resolution 9 will be withdrawn.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 7.2(c) below).

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7.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue three classes of Equity Securities, being listed Shares and two classes of Performance Rights.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:
(i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the 12 months;
(iii) plus the number of fully paid shares issued in the 12 months with shareholder approval under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;
(iv) less the number of fully paid shares cancelled in the 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 506,096,222 Shares and, assuming Resolution 9 is passed, has a capacity to issue:

(iii) 75,914,433 Equity Securities under Listing Rule 7.1; and
(iv) 50,609,622 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 7.2(c) above).

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days (on which trades in that class were recorded) immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f)

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:
(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

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(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
( 10% Placement Period ).

7.3 Listing Rule 7.1A

The effect of Resolution 9 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

7.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days (on which trades in that class were recorded) immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 9 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Convertible Securities, only if the Convertible Securities are converted into Shares). There is a risk that:
(i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table shows:

(i) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer), or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in Listing Rule 7.1A.2			Dilution	Dilution
		$0.35 50% decrease in Issue Price	$0.70 Issue Price	$1.40 100% increase in Issue Price
Current Variable A 506,096,222 Shares	10% voting dilution		50,609,622 Shares
	Funds raised	$17,713,368	$35,426,735	$70,853,471
50% increase in current Variable A 759,144,333 Shares	10% voting dilution		75,914,433 Shares
	Funds raised	$26,570,052	$53,140,103	$106,280,206
100% increase in current Variable A 1,012,192,444 Shares	10% voting dilution		101,219,244 Shares
	Funds raised	$35,426,735	$70,853,471	$141,706,942

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The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No Convertible Securities (including any Convertible Securities issued under the 10% Placement Facility) are converted into Shares before the date of the issue of the Equity Securities.
(iii) Resolution 9 is passed by Shareholders.
(iv) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(v) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of this Meeting.
(vi) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vii) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Convertible Securities, it is assumed that those Convertible Securities are converted into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(viii) The issue price is $0.70, being the closing price of Shares on the ASX on 2 October 2019.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 9 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
(d) The Company may seek to issue the Equity Securities for the purposes of the acquisition of (or securing the right to make acquisitions of) new projects and investment or to further its existing Tomingley Gold Operations and/or Dubbo Project. The Company may seek to issue the Equity Securities for non-cash consideration for these purposes, in which case the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.
(e) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.
(f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(g) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an Associate of a related party of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

(h) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.
(i) A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

7.5 Directors’ recommendation

Based on the information available, including the information contained in this Explanatory Statement, all of the Directors consider that Resolution 9 is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 9. The Directors have formed this view as the passing of this Resolution will provide greater

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flexibility when considering future capital raising opportunities. The passing of Resolution 9 will increase the Directors’ ability to issue new Shares permitted by the Listing Rules without requiring Shareholder approval.

Each Director has indicated that he intends to vote the Shares he owns or controls in favour of Resolution 9. The Chair intends to vote all available undirected proxies in favour of the Resolution.

Resolution 9 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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GLOSSARY

In this Explanatory Statement and the Notice, the following terms have the following meanings unless the context otherwise requires:

10% Placement Facility has the meaning given in section 7.1 of the Explanatory Statement;

10% Placement Period has the meaning given in section 7.2(f) of the Explanatory Statement;

Annual General Meeting or Meeting means the annual general meeting of Shareholders to be held at The Pullman Sydney Hyde Park, 36 College Street, Sydney NSW 2010 on Wednesday, 20 November 2019 at 9.30am (Sydney time) for the purpose of considering the Resolutions;

Annual Report means the Directors’ Report, the Financial Report and Auditor’s Report, in respect of the financial year ended 30 June 2019;

Associate has the meaning set out in sections 11 to 17 of the Corporations Act;

ASX means ASX Limited ABN 98 008 624 691 and where the context permits, Australian Securities Exchange operated by ASX Limited;

Auditor’s Report means the auditor’s report on the Financial Report;

Benefits means the grant of Performance Rights, and issue of Shares on their vesting, under the Plan;

Board means the board of Directors;

Chair means the chair of the Meeting;

Closely Related Party of a member of the KMP means:

a spouse or child of the member;
a child of the member’s spouse;
a dependent of the member or the member’s spouse;
anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
a company the member controls; or
a person prescribed by the Corporations Regulations 2001 (Cth);

Company or Alkane means Alkane Resources Ltd ACN 000 689 216;

Constitution means the existing constitution of Company adopted in 2011, as amended;

Convertible Security means a security of the Company which is convertible into Shares;

Corporations Act means the Corporations Act 2001 (Cth), as amended;

Director means a director of the Company;

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company;

Equity Securities has the same meaning as in the Listing Rules;

Explanatory Statement means the Explanatory Statement accompanying the Notice;

Final Share Price has the meaning given in section 4.2 of the Explanatory Statement;

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company;

FY2020 means the financial year ending 30 June 2020;

KMP means key management personnel, which has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company;

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Listing Rules means the Listing Rules of the ASX;

LTI means long term incentive;

Milestone Performance Rights has the meaning given in section 4.2 of the Explanatory Statement;

Notice or Notice of Meeting means the notice of meeting accompanying this Explanatory Statement, including the proxy form;

Participant means an employee who is eligible to participate in the Plan;

Performance Rights means rights to acquire Shares in the Company, subject to the terms of the Plan;

Plan means the Alkane Resources Performance Rights Plan;

Prohibited Person means a member of the KMP of the Company's consolidated group (at the date of the Meeting or whose remuneration is disclosed in the Remuneration Report) and their Closely Related Parties;

Proportional Takeover Provisions means the proportional takeover bid approval rules contained in rule 37 of the Company’s constitution;

Proposed Constitution means the new constitution proposed for approval pursuant to Resolution 7;

Qualifying Reason has the meaning given in section 3.4 of the Explanatory Statement;

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report;

Resolution means a resolution contained in the Notice;

Scheme means the Company’s Executive Incentive Scheme for executive long term incentives;

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

Share Price Growth Performance Rights has the meaning given in section 4.2 of the Explanatory Statement;

Shareholder means the holder of a Share;

Starting Share Price has the meaning given in section 4.2 of the Explanatory Statement;

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

VWAP means volume weighted average price.

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ANNEXURE A

SUMMARY OF THE TERMS OF THE PERFORMANCE RIGHTS PLAN

The Plan provides "Eligible Employees" the opportunity to receive Performance Rights for no consideration, as determined in the Board's absolute discretion. The key features of the Plan are set out below.

Purpose and term	The Plan was established to assist in the recruitment, reward, retention and
	motivation of Eligible Employees.
	Under the Plan the Board may grant Performance Rights to Eligible Employees
	on terms fixed in accordance with the Plan.
	The Plan continues in operation until the Board decides to end it.
Commencement	17 May 2011
Performance rights	Each Performance Right will represent a right to acquire one Share, subject to
	the terms of the Plan.
	A Performance Right granted to a Participant under the Plan is granted for no
	cash consideration. If Performance Rights vest under the Plan, no amount is
	payable by a Participant in respect of those Performance Rights vesting, or the
	subsequent issue or transfer of Shares in respect of them.
	A Participant does not have a legal or beneficial interest in any Share by virtue
	of acquiring or holding a Performance Right. A Participant's rights under a
	Performance Right are purely contractual and personal. In particular, a
	Participant is not entitled to participate in or receive any dividends or other
	shareholder benefits until the Performance Right has vested and a Share has
	been issued or transferred to the Participant.
	Performance Rights will not be quoted on ASX. Provided that other Shares are
	quoted on ASX at the time, the Company will apply to ASX for quotation of
	Shares issued on vesting of Performance Rights as soon as practicable after the
	issue of those Shares.
	Any Share issued or transferred to a Participant upon vesting of a Performance
	Right, will be subject to the Constitution and will rank equally in every way
	(including for dividends for which the record date is after the date of issue or
	transfer) with other Shares then on issue.
Invitations to participate in	The Board may from time to time in its absolute discretion decide that a full time
the Plan	or part time employee of a Group Member who holds salaried employment with
	a Group Member on a full time or part time basis (Eligible Employee) is eligible
	to participate in the Plan and may invite them to apply for Performance Rights.
	An Eligible Employee who is invited to participate in the Plan will receive a written
	invitation. The invitation will set out, amongst other things, the number of
	Performance Rights the Eligible Employee is invited to apply for, the performance
	criteria to which those Performance Rights will be subject (Performance
	Criteria), and the period of time over which the Performance Criteria must be
	satisfied (Performance Period), before the Performance Rights can vest.
Performance Criteria and	The Board's discretion includes determining the number of Performance Rights
Performance Period	the Eligible Employee is invited to apply for, and the Performance Criteria, and
	Performance Period over which Performance Criteria is assessed, applicable to
	those Performance Rights.
Vesting of Performance	A Performance Right granted to a Participant will vest:
Rights

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at the end of the Performance Period upon the Board giving written notice to the relevant Participant of the number of Performance Rights in respect of which the Performance Criteria were satisfied over the Performance Period; or
if the Board allows early vesting as a result of an event such as a takeover bid or scheme of arrangement or the cessation of employment of the Participant for a "Qualifying Reason" (see below).

Transfers

A Performance Right granted under the Plan is only transferable by force of law upon death to the Participant's legal personal representative or upon bankruptcy to the Participant's trustee in bankruptcy.

Subject to the above, Participants are not to grant any security interest in or over or otherwise dispose of or deal with any Performance Rights or any interest in them until the relevant Shares are issued or transferred to that Participant, and any such security interest or disposal or dealing will not be recognised in any manner by the Company.

Exercise on vesting

If an Invitation provides for:

the deemed automatic exercise of a Performance Right, no further action is required from the Participant upon vesting of a Performance Right in order to exercise that Performance Right; or
the manual exercise of a vested Performance Right, a Participant may exercise any vested Performance Right at any time from the date the Board notifies the Participant of the vesting of the Performance Right until the date on which a Performance Right lapses, by giving the prescribed form of notice to the Board.

Lapse of Performance Rights

An unvested Performance Right, or (where applicable) a vested but unexercised Performance Right, will lapse on the earliest to occur of:

the end of the Performance Period if the Performance Criteria relating to the Performance Right have not been satisfied;
the Participant purporting to transfer a Performance Right or grant a security interest in or over, or otherwise purporting to dispose of or deal with, a Performance Right or interest in it (except where the Performance Right is transferred by force of law upon death to the Participant's legal personal representative or upon bankruptcy to the Participant's trustee in bankruptcy);
the Participant ceasing employment with a Group Member (and is not immediately employed by another Group Member), except in certain circumstances as explained below under the heading "Qualifying Reason and cessation of employment";
if in the opinion of the Board, the Participant has acted fraudulently or dishonestly or in breach of his or her obligations to the Group, and the Board determining that the Performance Rights held by the Participant should lapse;
an event such as a takeover bid or scheme of arrangement occurring (in certain circumstances subject to the Board's discretion); and
the date that is fifteen years after the grant of the Performance Right.

Qualifying Reason and cessation of employment

Performance Rights of a Participant will automatically lapse if the Participant ceases to be employed by a Group Member (and is not immediately employed by another Group Member), unless the Participant ceases to be employed because of a "Qualifying Reason" in which case that Participant's Performance Rights will be treated as follows:

if less than six months of the Performance Period relating to those Performance Rights has elapsed at the date of cessation of employment, all of those Performance Rights will lapse (unless the Board, in its absolute discretion, determines otherwise); and

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if six months or more of the Performance Period relating to those Performance Rights has elapsed at the date of cessation of employment, then (unless the Board, in its absolute discretion, determines otherwise) a proportion of the Participant's Performance Rights (calculated by reference to the number of days in the Performance Period which have elapsed as the date of cessation of employment) will be capable of vesting. Such Performance Rights will only vest (unless the Board, in its absolute discretion, determines otherwise) if over the Performance Period the Performance Criteria in respect of those Performance Rights were satisfied and the Board gives notice to the Participant of its determination to that effect. In such circumstances, the remaining Performance Rights of the Participant which do not vest will lapse.

If a Participant ceases to be employed by a Group Member (and is not immediately employed by another Group Member) because of a Qualifying Reason, any vested but unexercised Performance Rights held by that Participant will immediately be deemed to have been exercised.

A "Qualifying Reason" includes the death, total and permanent disablement or retirement of the Participant (as determined by the Board in its absolute discretion), or where the Participant ceases to be employed by a Group Member as a result of a relevant body corporate ceasing to be a Group Member or the sale of a business conducted by a Group Member to a third party (other than to another Group Member). The Board may also determine, in its absolute discretion, that any other reason will constitute a "Qualifying Reason".

Share limit

The Board must not issue an Invitation, or issue a Share under the Plan, if the sum of:
a) the number of Shares which would be issued were each outstanding offer with respect to Shares, units of Shares, and options to acquire unissued Shares, under an employee share scheme to be accepted or exercised; and
b) the number of Shares issued during the previous three years under the Plan or any other employee share scheme extended to Eligible Employees,

but excluding any offer made, or option acquired, or Shares issued by way of or as a result of specified excluded offers, would exceed 5% of the total number of Shares on issue at that time.

Impact of takeover bid or scheme

If:

a) a takeover bid (as defined in the Corporations Act) is made for Shares before the end of the Performance Period;
b) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
c) any person becomes bound or entitled to acquire Shares under:
(i) section 414 of the Corporations Act; or
(ii) Chapter 6A of the Corporations Act,

the Board will make a determination as to how a Participant's unvested Performance Rights and any vested but unexercised Performance Rights will be dealt with, and, in doing so, may determine, in its absolute discretion that a Participant's unvested Performance Rights vest (in whole or in part) and any vested but unexercised Performance Rights are deemed to have been exercised and may impose any conditions on such vesting or exercising as it thinks fit.

In making its determination, the Board will have regard, without limitation, to the extent to which the Performance Criteria in respect of a Participant's Performance Rights have been satisfied as at the relevant date.

Adjustments upon alterations of capital

Subject to the Listing Rules, if the Company makes a new issue of securities or alterations to its capital by way of a rights issue, bonus issue or other distribution

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of capital, reduction of capital or reconstruction of capital, then the Board may make adjustments to a Participant's Performance Rights (including, without limitation, to the number of Shares which may be acquired on vesting of the Performance Rights) and/or the Performance Criteria on any basis its sees fit in its absolute discretion to ensure that no advantage or disadvantage accrues to the Participant as a result of such corporate actions. Subject to the above adjustments, during the currency of any Performance Rights and prior to vesting and the issue or transfer of Shares in respect of those Performance Rights, Participants are not entitled to participate in any new issue of securities of the Company as a result of their holding of Performance Rights. Notwithstanding any other provision of the rules of the Plan dealing with adjustments, an adjustment must not be made under such adjustment rules unless it is consistent with the Listing Rules. The Company may amend the terms of any Performance Right, or the rights of any Participant under the Plan, to comply with the Listing Rules applying at the time to any reorganisations of capital of the Company. Administration The Board will manage and administer the Plan, unless it decides to delegate the management and administration of the Plan, and any of its powers or discretions under the Plan, to a committee. Amendment of the Plan The Board may by written instrument amend all or any of the provisions of the Plan, with retrospective effect, provided that the amendment does not materially reduce the rights of any Participant as they existed before the date of amendment. The Plan provisions do, however, provide that in limited circumstances (for example, for the purpose of complying with relevant legislation or the Listing Rules) amendments may be made even if they materially reduce the rights of a Participant.

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ANNEXURE B

MATERIAL CHANGES IN THE CONSTITUTION

SUBJECT	EXISTING ALKANE CONSTITUTION	PROPOSED NEW CONSTITUTION
Changes in	A number of definitions used in the	Definitions are updated to reflect the changes in
terminology	existing constitution are out of date.	the Corporations Act, Listing Rules and ASX
		Settlement Operating Rules.
Number of	Must be at least three directors, however	The Company must have at least three and not
directors	no prescribed maximum number of	more than eight Directors.
	directors.
Retirement of	Requires one third of directors who are	Requires a Director (other than a Managing
directors	not:	Director or an Alternate Director) to retire from
	• appointed by the Board and required to retire under rule 3.3;	office at the third annual general meeting after the Director was elected or last re-elected.
	• the Managing Director;
	• an Alternate Director; or
	• a Director who would have held
	office for three years at the next
	AGM,
	to retire at each AGM (in which case they
	are eligible for re-election).
Effect on	A proxy or attorney has no power to act	The appointment of a proxy or attorney is not
proxy/attorney	for a member at a meeting at which the	revoked by the member attending and taking part
appointments if	member is present.	in the general meeting, but if the member votes on
member present		a resolution, the proxy or attorney is not entitled to
at meeting		vote, and must not vote, as the member's proxy or
		attorney on the resolution.
Dividends	Dividends may only be paid out of the	The Board may resolve to pay any dividend it
	profits of the Company (including	sees fits, subject to the Corporations Act.
	reserved profits).	This incorporates by reference the Corporations
		Act requirements, from time to time, for payment
		of dividends (including primarily the provisions of
		section 254T of the Corporations Act).
Payment of	No equivalent provision (however in kind	Where the Company satisfies a dividend by
dividends by	payment of dividends by way of securities	distributing shares or other securities in another
way of securities	in another corporation is permitted).	corporation, each member of the Company:
in another corporation		• agrees to become a member of the other corporation; and
		• appoints each Director and Secretary as
		their agent and attorney to: agree to the
		member becoming a member of the other
		corporation; agree to the member being
		bound by the other corporation's
		constitution;and execute anytransfer of

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SUBJECT	EXISTING ALKANE CONSTITUTION	PROPOSED NEW CONSTITUTION
		shares or other documentation related to
		that purpose.
Implementing	The members of the Company may	Subject to the applicable requirements of the
share plans	authorise the Board to adopt a share plan	Corporations Act and ASX Listing Rules, the
	by ordinary resolution.	Board may adopt and implement a share plan
		without the need for member approval.
Reductions of	No equivalent provision (however capital	Where the Company reduces its share capital in
capital by way of	reductions in accordance with Division 1	accordance with Division 1 of Part 2J.1 of the
payments in-	of Part 2J.1 of the Corporations Act are	Corporations Act, it may do so by way of payment
kind	permitted).	of cash, distribution of specific assets (including
		securities in another corporation), or in any
		manner permitted by law.
		If the reduction is by distribution of specific assets,
		the Board may:
		• fix the value of any assets distributed;
		• make cash payments to members on the
		basis of the value fixed so as to adjust the
		rights of members between themselves;
		and
		• vest an asset in trustees.
Payments in-	No equivalent provision.	Where the Company reduces its capital by
kind by way of		distributing shares or other securities in another
securities in		corporation, each member of the Company:
another corporation		• agrees to become a member of the other corporation; and
		• appoints each Director and Secretary as
		their agent and attorney to: agree to the
		member becoming a member of the other
		corporation; agree to the member being
		bound by the other corporation's
		constitution; execute any transfer of shares
		or other documentation related to that
		purpose.

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ANNEXURE C

SHAREHOLDER INFORMATION MEETINGS

In addition to the Annual General Meeting being held in Sydney, New South Wales, Shareholders will also have the opportunity to attend information meetings in Melbourne, Victoria and Perth, Western Australia. Shareholders will be able to meet some of the Directors and Alkane staff, be provided an update on the business and the Company’s progress and ask questions of management about its plans for the Company.

See below for details.

Location	Date	Local Time Venue
MELBOURNE	21 November 2019	10:00am – 11.30am Wheat Room InterContinental Melbourne – The Rialto 495 Collins Street Melbourne Victoria
PERTH	22 November 2019	10:00am – 11.30am Holiday Inn Perth City Centre 778-788 Hay Street Perth Western Australia

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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

LODGE YOUR PROXY APPOINTMENT ONLINE

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Alkane Resources Ltd

ACN 000 689 216

 ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2019 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Alkane Resources Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

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The Chair of the  PLEASE NOTE: If you leave the section blank, the OR meeting Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at The Pullman Sydney Hyde Park, 36 College Street, Sydney NSW 2010 on Wednesday, 20 November 2019 at 9.30am (Sydney Time) and at any adjournment or postponement of that Meeting.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1, 4, 5 & 6 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them in favour of each Resolution of Business.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions For Against	Abstain*
	1 Adoption of Remuneration Report ◼ ◼	◼
	2 Re-Election of Director – Mr Ian Jeffrey Gandel ◼ ◼	◼
STEP 2	3 Re-Election of Director – Mr David Ian Chalmers ◼ ◼ 4 Approval of Alkane Resources Performance Rights Plan ◼ ◼ 5 Approval of the Grant of Performance Rights to the Managing Director ◼ ◼ 6 Approval of the Grant of Performance Rights to the Technical Director ◼ ◼	◼ ◼ ◼ ◼
	7 Adoption of New Constitution ◼ ◼	◼
	8 Adoption of Proportional Takeover Provisions ◼ ◼	◼
	9 Approval of 10% Placement Facility ◼ ◼	◼

	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show or on a poll and your votes will not be counted in computing the required majority on a poll. 	of hands
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
STEP 3	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications,
	dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, 4, 5 & 6, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1, 4, 5 & 6.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares 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; and

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 9.30am (Sydney Time) Monday, 18 November 2019, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login
BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909
BY FAX +61 8 9262 3723
BY EMAIL [email protected]
IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009
ALL ENQUIRIES TO Telephone: +61 8 9389 8033
(b) Return both forms together.

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Alkane Resources — AGM Information 2019

48579_rns_2019-10-21_39f7421c-02f8-4c47-8c99-0d85f255b3fd.pdf

Alkane Resources Ltd

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

THIS DOCUMENT IS IMPORTANT

NOTICE OF ANNUAL GENERAL MEETING

ACCOUNTS AND REPORTS

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR IAN JEFFREY GANDEL

RESOLUTION 3: RE-ELECTION OF DIRECTOR – MR DAVID IAN CHALMERS

RESOLUTION 4: APPROVAL OF ALKANE RESOURCES PERFORMANCE RIGHTS

PLAN

RESOLUTION 5: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO THE

MANAGING DIRECTOR

RESOLUTION 6: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO THE TECHNICAL DIRECTOR

RESOLUTION 7: ADOPTION OF NEW CONSTITUTION

RESOLUTION 8: ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

RESOLUTION 9: APPROVAL OF 10% PLACEMENT FACILITY

Company Secretary

VOTING EXCLUSIONS AND PROHIBITIONS

NOTES

Intention of Chair

Eligibility to vote

Appointment of proxies

Proxy forms received later than this time will be invalid .

Corporate representatives

SHAREHOLDER MEETINGS FOR VICTORIA AND WESTERN AUSTRALIA

EXPLANATORY STATEMENT

ACCOUNTS AND REPORTS

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

1.1 General

1.2 Directors' recommendation

2. RESOLUTIONS 2 and 3: RE-ELECTION OF DIRECTORS

2.1 Mr Ian Jeffrey Gandel

2.2 Directors' recommendation – Resolution 2

2.3 Mr David Ian Chalmers

2.4 Directors' recommendation – Resolution 3

3. RESOLUTION 4: APPROVAL OF ALKANE RESOURCES PERFORMANCE RIGHTS PLAN

3.1 Background

3.2 Listing Rule approval

3.3 Information required by Listing Rule 7.2 (Exception 9(b))

3.4 Sections 200B and 200E of the Corporations Act

3.5 Potential dilution

3.6 Directors' recommendation

4. RESOLUTIONS 5 AND 6: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTORS

4.1 General

4.2 FY2020 LTI (for the three year period ending 30 June 2022)

Performance period

Vesting conditions and performance hurdles

Share Price Growth

Allocation methodology and number of Share Price Growth Performance Rights

Number of Performance Rights = A x E x B C x D

Vesting conditions and performance hurdles

Milestone Events

Allocation methodology and number of Milestone Performance Rights

Number of Performance Rights = A x E x B C x D

Vesting conditions and performance hurdles

4.3 Listing Rule approval

4.4 Information required by Listing Rule 10.15A

4.5 Chapter 2E of the Corporations Act

4.6 Sections 200B and 200E of the Corporations Act

4.7 Directors' recommendation

5. RESOLUTION 7: ADOPTION OF NEW CONSTITUTION

5.1 General

(b) In kind payments:

5.2 Summary of proposed changes

5.3 Proposed Constitution available on the Company's website

5.4 Directors' recommendation

6. RESOLUTION 8: ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

6.1 General

6.2 Proportional takeover bid

6.3 Effect of the proposed Proportional Takeover Provisions

6.4 Reasons for Proportional Takeover Provisions

6.5 Potential advantages and disadvantages

The potential advantages for Shareholders of the Proportional Takeover Provisions include the following:

6.6 Previous operation of rule 37

6.7 Knowledge of any acquisition proposals

6.8 Directors' recommendation

7. RESOLUTION 9: APPROVAL OF 10% PLACEMENT FACILITY

Alkane Resources AGM Information 2019