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ALPHA HPA LIMITED Proxy Solicitation & Information Statement 2017

Mar 23, 2017

64270_rns_2017-03-23_3a8680f7-2be9-4464-b836-341fb215ecb3.pdf

Proxy Solicitation & Information Statement

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ABN 79 106 879 690
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Notice of General Meeting

Notice is given that a General Meeting of Augur Resources Ltd ('Augur' or the ' Company' ) will be held at Level 2, 66 Hunter Street, Sydney, NSW, on Monday, 24 April 2017 at 11.30 am.

AGENDA

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions, with or without amendment:

Resolution 1. Ratification of the Issue of Shares

'That the issue of 47,372,729 fully paid ordinary shares in the Company on 15 March 2017 for $0.01 per share as set out in the Explanatory Memorandum attached to this Notice of Meeting be and is hereby ratified for the purposes of ASX Listing Rule 7.4.'

Resolution 2. Approval of the Proposed Issue of Shares

'That, for the purposes of ASX Listing Rule 7.1, the proposed issue of up to 72,627,271 fully paid ordinary shares in the Company as set out in the Explanatory Memorandum attached to this Notice of Meeting be and is hereby approved.'

To transact any other business that may be brought forward in accordance with the Company's Constitution.

Resolution 3. Change of Company Name

‘That, pursuant to Section 157 of the Corporations Act 2001 and for all other purposes, approval be and is hereby given for the Company to change its name from ‘Augur Resources Ltd’ to ‘Collerina Cobalt Limited’.

By order of the Board

Richard Edwards Company Secretary

22 March 2017

pjn8823

Level 2, 66 Hunter Street Sydney NSW 2000 Facsimile: +61 2 9221 6333

Phone: +61 2 9300 3310

Web: www.augur.com.au

Explanatory Memorandum to the Notice of General Meeting to be held on 24 April 2017

Resolution 1

Resolution 1 seeks the ratification by shareholders of the issue of 47,372,729 fully paid ordinary shares in the Company on 15 March 2017 for the purposes of ASX Listing Rule 7.4. This ratification will provide the Company with the ability to raise further funds, if required, will maximise the flexibility of the Company's funds management and will facilitate planning for the Company's ongoing activities.

Details of the issue, as required by ASX Listing Rule 7.4 are as follows:

  • Number of securities allotted: 47,372,729

  • Issue price:

  • • Terms:

  • Basis of determining allottees:

  • Intended use of funds:

  • $0.01 per share

  • Fully paid ordinary shares ranking pari passu with existing fully paid ordinary shares.

  • Sophisticated and professional investors.

  • To fund the continued exploration and development of the Company’s existing projects, the securing of new projects and working capital requirements.

The Company will disregard any votes cast on Resolution 1 by:

  • The sophisticated and professional investors who participated in the issue; and

  • any associates of the sophisticated and professional investors who participated in the issue.

However, the Company need not disregard a vote if:

  • 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

  • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2

Resolution 2 seeks the approval by shareholders of the issue of up to 72,627,271 fully paid ordinary shares in the Company as soon as practicable after the date of this General Meeting, and in any event, within 3 months of the date of this General Meeting for the purposes of ASX Listing Rule 7.1.

Details of the proposed issue, as required by ASX Listing Rule 7.1 are as follows:

Number of securities allotted: Up to 72,627,271
Issue price: $0.01
Proposed issue date: 28 April 2017
Terms: Fully paid ordinary shares ranking pari passu with
existing fully paid ordinary shares.
Basis of determining allottees: Sophisticated and professional investors.
Intended use of funds: To fund the continued exploration and development of
the Company’s existing projects, the securing of new
projects and working capital requirements.

1

The Company will disregard any votes cast on Resolution 2 by:

  • The sophisticated and professional investors who participate in the issue; and

  • any associates of the sophisticated and professional investors who participate in the issue.

However, the Company need not disregard a vote if:

  • 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

  • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3

Resolution 3 is a Special Resolution seeking shareholder approval to change the Company’s name from ‘Augur Resources Ltd’ to ‘Collerina Cobalt Limited’ pursuant to Section 157 of the Corporations Act. The Directors consider that the name change will better reflect and represent the Company’s ongoing business activity.

As announced on 15 March 2017 the Company has received firm placement commitments from professional and sophisticated investors to raise up to $1.2 million before costs. Funds raised pursuant to the placement will, in part, be used to advance the Company’s Collerina nickel-cobalt project and to complete the Becker project earn-in acquisition agreement.

2

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ABN 79 106 879 690

PROXY FORM

/We………………………………………………………………………………………………………………..……………………

of………………………………………………………………………………………………………………………………….…… being a member/members of Augur Resources Ltd HEREBY APPOINT

or failing him, the Chairman of the Meeting, as my/our Proxy to vote for me/us and on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Members of the Company to be held at 11.30 am on 24 April 2017 and at any adjournment thereof.

The Proxy is directed by me/us to vote as indicated by the marks in the appropriate voting boxes below:

Resolution Resolution For
Against Abstain
1 To ratify the issue of 47,372,729 fully paid ordinary shares
2 To approve the issue of up to 72,627,271 fully paid ordinary shares
3 To approve the change of Company name

The Chairman of the Meeting intends to vote all undirected proxies in favour of each resolution. If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy be default), and you wish to give the Chairman specific voting directions on an item, you should mark the appropriate box/es opposite those resolutions above (directing the Chairman to vote for, against or to abstain from voting).

Signature of Securityholder(s) This section must be completed.

Dated this . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2017

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Signatures of Securityholder(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Individual Securityholder(s)

Sole Director and Company Secretary or Director and Director/Company Secretary

PROXY INSTRUCTIONS

  1. A member entitled to attend and vote is entitled to appoint not more than 2 proxies.

  2. Where more than 1 proxy is appointed, each proxy must be appointment to represent a specified proportion of the member's voting rights.

  3. A proxy need not be a member.

  4. All joint holders must sign.

  5. Where the company has a Sole Director and Company Secretary, that person must sign. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

  6. Voting Exclusion Statements:

The Company will disregard any votes cast on Resolution 1 by:

  • The sophisticated and professional investors who participated in the issue; and

  • any associates of the sophisticated and professional investors who participated in the issue.

However, the Company need not disregard a vote if:

  • 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

  • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Company will disregard any votes cast on Resolution 2 by:

  • The sophisticated and professional investors who participate in the issue; and

  • any associates of the sophisticated and professional investors who participate in the issue.

However, the Company need not disregard a vote if:

  • 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

  • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

  • All executors of deceased estates must sign.

  • Chapter 2C of the Corporations Act 2001 (Cth) requires information about you (including your name, address and details of the shares you hold) to be included in the Company's public register of members. This information must continue to be included in the public register if you cease to hold shares. These statutory obligations are not altered by the Privacy Amendment (Private Sector) Act 2000 (Cth). Information is collected to administer your shareholding which may not be possible if some or all of the information is not collected.

  • The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's shares quoted on the Australian Stock Exchange Limited at 7.00 pm Sydney time on 20 April 2017 are taken, for the purposes of the Annual General Meeting to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting.

  • Proxy forms must be received at the Company's registered office, Level 2, 66 Hunter Street, Sydney, NSW, 2000, or by facsimile on (61-2) 9221 6333, not less than 48 hours before the time appointed for holding the meeting.