ALTAIR MINERALS LIMITED - Proxy Solicitation & Information Statement 2020

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COHIBA MINERALS LIMITED ACN 149 026 308

Notice of General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Friday, 22 May 2020

Time of Meeting: 11.00am (Melbourne time)

Due to the ongoing COVID-19 pandemic, the meeting will be held via an audio conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting please contact the Company by email to [email protected] or by phone to +61 3 9692 7222. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of General Meeting.

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

COHIBA MINERALS LIMITED ACN 149 026 308 NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting (“ Meeting ”) of the shareholders of Cohiba Minerals Limited [ACN 149 026 308] (“ the Company ”) will be held virtually on Friday, 22 May 2020 at 11:00am (Melbourne time).

IMPACTS OF COVID-19 ON THE MEETING

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances results from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Board at the time of the Notice, the Company intends to conduct a poll on the resolutions in the Notice using the proxies filed prior to the Meeting and for shareholders to be able to attend and participate in the Meeting (including by voting on resolutions on a show of hands) virtually by Zoom.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be enclosed with a copy of the Notice, delivered to you by email or post (depending on your communication preferences).

If you wish to attend the virtual Meeting, please contact the Company by email to [email protected] or by phone on +61 3 9692 7222 to receive registration details for the virtual Meeting.

In addition to questions asked at the virtual Meeting, the Company is happy to accept and answer questions submitted prior to the Meeting by email to [email protected]. Where a written question is raised in respect of the key management personnel of the Company, the resolutions to be considered at the Meeting, the Company will address the relevant question during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement to ASX.

Further details in respect of each of the Resolutions proposed in this Notice of General Meeting ( “Notice” ) are set out in the Explanatory Memorandum (“ Memorandum ”) accompanying this Notice. The details of Resolutions contained in the Memorandum should be read together with, and form part of, this Notice.

AGENDA

RESOLUTION 1A: APPROVAL FOR DIRECTOR TO PARTICIPATE IN RIGHTS ISSUE SHORTFALL – AVI KIMELMAN

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the participation of Avi Kimelman, a Director of the Company (or his nominee), in the issue of shares from the rights issue shortfall (if any) by subscribing for up to 154,646,170 shares at an issue price of $0.004 (0.4 cents)) per share and 77,323,085 free-attaching unlisted options (each with an exercise price of $0.01 (1 cent), expiring 2 years from issue of free-

attaching options under the rights issue of the Company and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for Resolution 1A is set out below.

RESOLUTION 1B: APPROVAL FOR DIRECTOR TO PARTICIPATE IN RIGHTS ISSUE SHORTFALL – MORDECHAI BENEDIKT

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the participation of Mordechai Benedikt, a Director of the Company (or his nominee(s)), in the issue of shares from the rights issue shortfall (if any) by subscribing for up to 154,646,170 shares at an issue price of $0.004 (0.4 cents)) per share and 77,323,085 free-attaching unlisted options (each with an exercise price of $0.01 (1 cent), expiring 2 years from issue of free-attaching options under the rights issue of the Company and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for Resolution 1B is set out below.

Voting Exclusion Statement – Resolutions 1A and 1B

The Company will disregard any votes cast in favour of Resolutions 1A and 1B respectively by or on behalf of the person who is the receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) under Resolutions 1A and 1B respectively and any of their associates.

However, this does not apply to a vote cast in favour of Resolutions 1A and 1Brespectively by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

RESOLUTION 2: APPROVAL FOR ISSUE OF OPTIONS

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue of up to 200,000,000 options (each with a subscription price of $0.001 (0.1 cents), exercise price of $0.01 (1 cent), expiring 2 years from issue of free-attaching options under the rights issue of the Company and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to holders of the recently expired listed options in the Company (CHKO) on the basis of 1 option for every 2 CHKO held as at 7:00pm (Melbourne time) on 18 April 2020 2020 as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) and any of their associates.

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

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 3A: APPROVAL FOR ISSUE OF OPTIONS – AVI KIMELMAN

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 12,866,667 options (each with a subscription price of $0.001 (0.1 cents), exercise price of $0.01 (1 cent), expiring 2 years from issue of free-attaching options under the rights issue of the Company and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to Avi Kimelman (and/or his nominee(s)) as a holder of the recently expired listed options in the Company (CHKO) on the basis of 1 option for every 2 CHKO held as at 7:00pm (Melbourne time) on 18 April 2020 as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for Resolution 3A is set out below.

RESOLUTION 3B: APPROVAL FOR ISSUE OF OPTIONS – MORDECHAI BENEDIKT

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 1,413,229 options (each with a subscription price of $0.001 (0.1 cents), exercise price of $0.01 (1 cent), expiring 2 years from issue of free-attaching options under the rights issue of the Company and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to Mordechai Benedikt (and/or his nominee(s)) as a holder of the recently expired listed options in the Company (CHKO) on the basis of 1 option for every 2 CHKO held as at 7:00pm (Melbourne time) on 18 April 2020 as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for Resolution 3B is set out below.

RESOLUTION 3C: APPROVAL FOR ISSUE OF OPTIONS - NOCHUM LABKOWSKI

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 421,750 unlisted options (each with a subscription price of $0.001 (0.1 cent), exercise price of $0.01 (1 cent), expiring 2 years from issue

of free-attaching options under the rights issue of the Company and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to Nochum Labkowski (and/or his nominee(s)) as a holder of the recently expired listed options in the Company (CHKO) on the basis of 1 option for every 2 CHKO held as at 7:00pm (Melbourne time) on 18 April 2020 as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for Resolution 3C is set out below.

Voting Exclusion Statement – Resolutions 3A to 3C

The Company will disregard any votes cast in favour of Resolution 3A to 3C respectively by or on behalf of the person who is the receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) under Resolution 3A to 3C respectively and any of their associates.

However, this does not apply to a vote cast in favour of Resolution 3A to 3C respectively by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 4A: APPROVAL FOR ISSUE OF OPTIONS – AVI KIMELMAN

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue 15,000,000 options (each with an exercise price of $0.01 (1 cents) expiring 2 years from the issue of free-attaching options under the rights issue of the Company and, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to Avi Kimelman (and/or his nominee(s)) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for Resolution 4A is set out below.

RESOLUTION 4B: APPROVAL FOR ISSUE OF OPTIONS – MORDECHAI BENEDIKT

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue 9,000,000 options (each with an exercise price of $0.01 (1 cents) expiring 2 years from the issue of free-attaching options under the rights issue of the Company and, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to Mordechai Benedikt (and/or his nominee(s)) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for Resolution 4B is set out below.

Voting Exclusion Statement – Resolutions 4A and 4B

The Company will disregard any votes cast in favour of Resolution 4A and 4B respectively by or on behalf of the person who is the receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) under Resolution 4A and 4B respectively and any of their associates.

However, this does not apply to a vote cast in favour of Resolution 4A and 4B respectively by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition – Resolutions 4A and 4B

Other than as set out below, a vote on Resolutions 4A and 4B respectively must not be cast as proxy by a member of the key management personnel of the Company, details of whose remuneration are included in the 2019 Remuneration Report or a closely related party of such member ( Restricted Voter ).

A Restricted Voter may cast a vote on Resolutions 4A and 4B respectively as a proxy if either:

the Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this resolution; or
the Restricted Voter is the chair and the written appointment of the chair as proxy:
does not specify the way the proxy is to vote on this resolution; and
expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

RESOLUTION 5: APPROVAL FOR ISSUE OF OPTIONS – ANDREW GRAHAM

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 3,000,000 options (each with an exercise price of $0.01 (1 cents) expiring 2 years from the issue of free-attaching options under the rights issue of the Company and, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to Andrew Graham (and/or his nominee(s)) as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement – Resolutions 5

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) and any of their associates.

However, this does not apply to a vote cast in favour of Resolution 5 respectively by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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OTHER BUSINESS

To consider any other business that may be brought before the Meeting in accordance with the constitution of the Company and the Corporations Act.

Dated: 20 April 2020

By order of the Board of Cohiba Minerals Limited

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Justin Mouchacca

Company Secretary

The accompanying Proxy Instructions and Memorandum form part of this Notice.

PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

Corporate Representatives

A member who is entitled to vote at a meeting may appoint:

one proxy if the member is only entitled to one vote; and
one or two proxies if the member is entitled to more than one vote.

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

Voting Entitlement

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members as at 11:00am (Melbourne time) on 20 May 2020 are entitled to attend and vote at the virtual meeting.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged with the Company’s share registry not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

How the Chair Will Vote Undirected Proxies

Subject to the restrictions set out below and in the Notice, the Chair of the meeting will vote undirected proxies in favour of all of the proposed Resolutions.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy.

Proxy voting restrictions on Resolutions 4A and 4B

The Remuneration Report identifies key management personnel for the year ended 30 June 2019. Their closely related parties are defined in the Corporations Act 2001 (Cth) and include specified family members, dependents and companies they control.

Directors of the Company who are key management personnel whose remuneration details are included in the 2019 Remuneration Report, or any of their closely related parties, will not be able to vote undirected proxies held by them on Resolutions 4A and 4B respectively provided however that the Chair may vote undirected proxies on Resolutions 4A and 4B respectively on behalf of persons eligible to vote where expressly authorised to do so on the proxy form.

COHIBA MINERALS LIMITED ACN 149 026 308

(" the Company ") GENERAL MEETING EXPLANATORY MEMORANDUM

This Memorandum has been prepared for the information of members of Cohiba Minerals Limited (ACN 149 026 308) (the " Company ") in connection with the business to be conducted at a General Meeting (“ Meeting ”) of Shareholders of the Company to be held virtually on Friday, 22 May 2020 at 11:00am (Melbourne time). Shareholders are directed to the cover and first page of the Notice for further details regarding the conduct of, and shareholder participation in, the Meeting.

This Memorandum should be read in conjunction with, and forms part of, the accompanying Notice.

ORDINARY BUSINESS

Background to Resolutions 1A and 1B

As announced on 30 March 2020, the Company proposes undertaking a non-renounceable pro-rata entitlement issue of one new share ( Rights Issue Share ) for every two shares held as at 7:00pm (Melbourne time) on 14 April 2020 ( Record Date ) at a subscription price of $0.004 (0.4 cents) per Rights Issue Share to raise approximately $1.33 million before costs.

Every two Rights Issue Shares are proposed to be accompanied by one free-attaching unlisted option ( Rights Issue Option ) each with an exercise price of $0.01 (1 cent), expiring two years from issue and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company.

Full terms of Rights Issue Options are set out in Annexure A and in the Prospectus (defined below).

Fractional entitlements to Rights Issue Shares and Rights Issue Options will be rounded up.

The above being the Rights Issue . The offer under the Rights Issue is only made to and capable of acceptance by shareholders of the Company with a registered address in Australia or New Zealand as at the Record Date.

The Rights Issue offer of Rights Issue Shares and free-attaching Rights Issue Options is being made pursuant to a prospectus lodged with ASIC and released to ASX on 7 April 2020 ( Prospectus ).

Any Rights Issue Shares not taken up by shareholders will form part of the shortfall. Shares issued under the shortfall ( Shortfall Shares ) will have a subscription price of $0.004 (0.4 cents).

Every two Shortfall Shares are to be accompanied by one free-attaching unlisted option ( Shortfall Option ) with identical terms to the Rights Issue Options (including the expiry date).

Resolutions 1A and 1B seek shareholder approval for Avi Kimelman and/or Mordechai Benedikt (and/or their nominee(s)) to have the right, but not the obligation, subscribe for and receive Shortfall Shares and free-attaching Shortfall Options up to the specified maximum subscription amount set out on page 11. For the avoidance of doubt, the securities the subject of Resolutions 1A and 1B form part of the Shortfall Shares and free-attaching Shortfall Options the Company may issue should the Rights Issue be undersubscribed.

The allocation of Shortfall Shares is at the discretion of the Board, having regard to the respective pro-rata entitlements of the subscribing shareholders. The Board will endeavour, where possible, to allot Shortfall Shares to a spread of investors to mitigate the control effects which may otherwise arise from issuing Shortfall Shares to a signle or small number of investors. No investor will be allocated Shortfall Shares if that would result in the relevant interest of the shareholder (and its associates) exceeding 20% of the issued capital of the Company.

The Directors whose participation is the subject of Resolutions 1A and 1B will not be issued Shortfall Shares and free-attaching Shortfall Options where such an issue would have an undue influence on the control of the Company or if there is sufficient interest from third parties and unrelated shareholders applying for Shortfall Shares in excess of their allocation under the Rights Issue.

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Further details are set out in the Prospectus.

Background to Resolutions 2 and 3A to 3C

As at the date of the Notice, the Company had 429,635,367 listed options on issue ( CHKO ), each with an exercise price of $0.018 (1.8 cents), which expired on 18 April 2020 and which, upon exercise, entitled the holder to one fully paid ordinary share in the capital of the Company.

The Board is conscious of the fact that a significant proportion of the holders of CHKOs have been patient and loyal supporters of the Company for some time. Accordingly, as a means of rewarding holders of CHKOs, the Company proposes offering holders of CHKOs at 7:00pm on 18 April 2020 ( Placement Record Date ) the right, but not the obligation, the subscribe for one option ( Placement Option ) for every two existing listed options at a subscription price of $0.001 (0.1 cents) per Placement Option. Placement Options will have identifical terms to Rights Issue Options, being an exercise price of $0.01 (1 cents), expiry date of two years from issue of the Rights Issue Options and will, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company.

For the avoidance of doubt, holders of CHKOs who exercise any CHKOs after the Placement Record Date will be entitled to subscribe for Placement Options on the basis of their holding of CHKOs at the Placement Record Date.

Full terms of Placement Options are set out in Annexure A. Fractional entitlements to subscribe for Placement Options will be rounded up.

The issue of Placement Options is subject to and conditional upon:

With respect to subscriptions for Placement Options by unrelated holders of CHKOs at the Placement Record Date, shareholders approving the issue of Placement Options pursuant to Resolution 2.
With respect to subscriptions for Placement Options by related parties who hold CHKOs at the Placement Record Date, shareholders approving issue of Placement Options to related parties pursuant to Resolutions 3A to 3C respectively (with it being noted that Resolutions 3A to 3C are not interdependent).
The issue of the Placement Options not resulting in the Company having more convertible securities on issue than fully paid ordinary shares. If the Company is only able to issue up to a certain number of Placement Options which is less than the maximum entitlements to Placement Options of holders of CHKOs as at the Placement Record Date then the Board may scale back subscriptions at its discretion.
The Company receiving all required regulatory approvals and/or waivers to issue the Placement Options.

For indicative purposes and assuming all conditions for the issue of the Placement Options are satisfied, if all holders of CHKOs take up their entitlement to subscribe for one Placement Option for every two CHKOs held as at the Placement Record Date in full, it is anticipated that approximately 214,817,684 Placement Options will be issued for an aggregate subscription amount of approximately $214,818. The actual number of Placement Options that may be issued is subject to rounding and depending upon holders of CHKOs as at the Placement Record Date electing to take up some or all of their entitlement and subscribing for the Placement Options.

The issue of the Placement Options is proposed to occur under a prospectus to be prepared by the Company.

Approval for the issue of Placement Options to holders of CHKOs who are not related parties is sought under Resolution 2. Approval for the issue of Placement Options to related parties (being entities associated with each of Avi Kimelman, Mordechai Benedikt and Nochum Labkowski) is sought under Resolutions 3A to 3C inclusive. Further details of these entities are set out below in this Memorandum.

Funds raised from the issue of Placement Options are proposed to be used to meet the costs of the Rights Issue and the offer of Placement Options. Funds raised from exercise of Placement Options (if any) will be applied to meeting the working capital requirements of the Company at the time of exercise.

Further details in respect of the Placement Options will be set out in the Prospectus.

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Background to Resolutions 1A and 1B

Resolutions 1A and 1B seeks shareholder approval for Avi Kimelman and Mordechai Benedikt, each of whom are related parties of the Company, or their nominee(s) to have the right, but not the obligation, to subscribe for and receive Shortfall Shares and free-attaching Shortfall Options up to the maximum aggregate subscription amount approved by shareholders.

Details of the proposed subscribers, the maximum subscription amount, and the maximum number of Shortfall Shares and Shortfall Options to be issued, is set out in the table below:

#	Subscriber *	Max subscription	Max Shortfall Shares	Max Shortfall Options
1A	Avi Kimelman	$618,584.68	154,646,170	77,323,085
1B	Mordechai Benedikt	$618,584.68	154,646,170	77,323,085
	Total	$1,237,169.36	309,292,340	154,646,170

*may be issued to a nominee(s) of a subscriber

The maximum figures set out above assume only the Directors of the Company take up their entitlements in full, no other shareholder takes up their entitlement and accordingly all Rights Issue Shares other than those taken up by Directors in accordance with their entitlements become Shortfall Shares. If any other shareholders take up their entitlement to Rights Issue Shares then the number of Shortfall Shares that may be subscribed for by Avi Kimelman and Mordechai Benedikt (or their nominee(s)) will be lower.

As set out in the Prospectus, each of the Directors of the Company intends to take up their entitlements to Rights Issue Shares under the Rights Issue in full.

The approvals sought under Resolutions 1A and 1B will only have effect if the relevant related parties subscribe for and receive Shortfall Shares and free-attaching Shortfall Options. If no Shortfall Shares are subscribed for by the relevant related party then they will not receive any Shortfall Shares and/or Shortfall Options.

The above tabled shows the maximum number of Shortfall Shares and free-attaching Shortfall Options that may be received by each related party respectively. There is no guarantee that the related party named above will subscribe for and receive a certain number of Shortfall Shares and free-attaching Shortfall Options, or any at all.

If no Shortfall Shares are subscribed for by a related party, if there are no, or an insufficient number of, Shortfall Shares available following subscriptions under the Rights Issue or if the Board determines to allocate Shortfall Shares to other subscribers, then no Shortfall Shares and free-attaching Shortfall Options will be issued to that related party.

For illustrative purposes only, assuming only the Directors of the Company take up their entitlement to Rights Issue Shares and each of Avi Kimelman and Mordechai Benedikt take up Shortfall Shares as set out above:

Avi Kimelman would have an interest in 185,155,981 shares of the Company, representing 18.57% of the fully paid ordinary shares of the Company following the Rights Issue; and
Mordechai Benedikt would have an interest in 184,323,953 shares of the Company, representing 18.49% of the fully paid ordinary shares of the Company following the Rights Issue.

The actual maximum number of Shortfall Shares that may be subscribed for by each of Avi Kimelman and Mordechai Benedikt (or their nominee(s)) is dependent upon the level of shareholders taking up their entitlements to Rights Issue Shares.

ASX Listing Rules – Resolutions 1A and 1B

ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company. For the purpose of Listing Rule 10.11, a related party includes a director of the company, an entity over which a Director has control and an entity which ASX believes, or has reasonable grounds to believe, is likely to become a related party of the company in the future.

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Shareholder approval is being sought under Listing Rule 10.11 for each of Resolutions 1A and 1B and as such approval is not required under ASX Listing Rule 7.1.

If shareholders pass Resolutions 1A and 1B the Company the named related parties will have the right, but not the obligation, to subscribe for and receive Shortfall Shares and free-attaching Shortfall Options. Shortfall Shares and shares issued upon conversion of Shortfall Options to shares (if any) will increase the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 (and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A).

Even if shareholders approve Resolutions 1A and 1B, the allocation of Shortfall Shares is at the discretion of the Board, having regard to the respective pro-rata entitlements of the subscribing shareholders. The Board will endeavour, where possible, to allot Shortfall Shares to a spread of investors to mitigate the control effects which may otherwise arise from issuing Shortfall Shares to a signle or small number of investors.

If shareholders do not pass Resolutions 1A and 1B then the related parties will not be able to subscribe for and receive Shortfall Shares and free-attaching Shortfall Options.

ASX Listing Rule 10.13 requires the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 10.11 must include specific information which is set out below with respect to Resolutions 1A and 1B:

The Details of the proposed subscribers, the maximum subscription amount, and the maximum number of Shortfall Shares and Shortfall Options to be issued, is set out in the table below:

#	Subscriber *	Max subscription	Max Shortfall Shares	Max Shortfall Options
1A	Avi Kimelman	$618,584.68	154,646,170	77,323,085
1B	Mordechai Benedikt	$618,584.68	154,646,170	77,323,085
	Total	$1,237,169.36	309,292,340	154,646,170

*may be issued to a nominee(s) of a subscriber

The above tabled shows the maximum number of Shortfall Shares and free-attaching Shortfall Options that may be received by each related party respectively and assumes no shareholders other than the Directors taken up their entitlements to Rights Issue Shares. There is no guarantee that the related party named above will subscribe for and receive a certain number of Shortfall Shares and free-attaching Shortfall Options, or any at all.

Each of Avi Kimelman and Mordechai Benedikt are Directors of the Company and are therefore related parties for the purposes of ASX Listing Rule 10.11.1.
Shortfall Shares will, upon issue, have the same terms as and rank equally with the other fully paid ordinary shares on issue in the Company. Shortfall Options will have an exercise price of $0.01 (1 cent), expire two years from issue of the Rights Issue Options and will, upon exercise, entitle the holder to one fully paid ordinary share in the Company. Full terms of Shortfall Options are set out in Annexure A. Shares issued upon exercise of Shortfall Options (if any) will have the same terms as and rank equally with the other fully paid ordinary shares on issue in the Company.
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The Company proposes issuing the Shortfall Shares and free-attaching Shortfall Options the subject of Resolutions 1A and 1B shortly following the Meeting and in any event no later than 1 month after the date of the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act and/or ASIC).
Shortfall Shares will be issued at an issue price of $0.004 (0.4 cents) each. Shortfall Options will have no issue price and will be issued as free-attaching to Shortfall Shares on the basis of one Shortfall Option for every two Shortfall Shares subscribed for under the Rights Issue.
A maximum of $1,237,169.36 could be raised from the issue of the maximum number of Shortfall Shares to named related parties. Funds raised (if any) will be applied to further exploration activities of the Company and otherwise as working capital. No funds will be raised from the issue of the Shortfall Options, which are to be issued as free-attaching to Shortfall Shares on the basis of one Shortfall Option for every two Shortfall Shares subscribed for. Funds raised upon exercise of Shortfall Options (if any) will be applied to meet working capital requirements of the Company at the time of exercise.
Details of the remuneration package of each of Avi Kimelman and Mordechai Benedikt are as set out below:
(i) Avi Kimelman: $5,000 per month for acting as Chairman of the Company.
(ii) Mordechai Benedikt: $11,000 per month as a Director of the Company.
A voting exclusion for Resolutions 1A and 1B is contained in the Notice.

Corporations Act – Chapter 2E

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the company’s members. Section 228 of the Corporations Act defines a “related party” for the purposes of Chapter 2E to include:

directors of the public company (section 228(2)(a)); and
an entity controlled by directors of the public company (section 228(4)).

Each of the proposed recipients of the right, but not the obligation, to subscribe for Shortfall Shares and freeattaching Shortfall Options under Resolutions 1A and 1B are related parties of the Company as defined in the Corporations Act and the right to receive Shortfall Shares and free-attaching Shortfall Options constitutes the giving of a financial benefit.

Section 210 of the Corporations Act provides an exception to the requirement to obtain shareholder approval for giving a financial benefit to a related party where the financial benefit is on terms that would be reasonable if the company and the related party were dealing at arm’s length.

The Company considers the proposed issue of Shortfall Shares and free-attaching Shortfall Options for which shareholder approval is sought under Resolutions 1A and 1B is on arms’ length terms. This view was formed on the basis that the Shortfall Shares and free-attaching Shortfall Options are proposed to be issued to the named related parties on the same terms as unrelated shareholders and third-parties who subscribe for Shortfall Shares and free-attaching Shortfall Options under the shortfall of the Rights Issue.

Notwithstanding the above, and although no Director participated in the discussion of decision making process in respect of the right proposed to be granted to them, the Directors acknowledge that Resolutions 1A and 1B separately relate to two of them. Accordingly, Directors propose that Resolutions 1A and 1B each also be put to shareholders for the purposes of section 195(4) of the Corporations Act such that shareholders determine whether the named related parties have the right, but not the obligation, to subscribe for Shortfall Shares and free-attaching Shortfall Options as set out in the table on page 9 of this Memorandum.

If Resolutions 1A and 1B are passed, the related parties noted in the table on page 10 of this Memorandum will have the right, but not the obligation, to subscribe for and receive Shortfall Shares and free-attaching Shortfall Options up to the maximums set out in the table on page 10.

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Resolution 2 – Approval for issue of options

Resolution 2 seeks approval for the purposes of ASX Listing Rule 7.1 for the issue of up to 200,000,000 Placement Options (each with a subscription price of $0.001 (0.1 cents) an exercise price of $0.01 (1 cent), expiry date of two years from issue of the Rights Issue Options and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company).

The Placement Options the subject of Resolution 2 are proposed to be issued to holders of CHKOs as at the Placement Record Date who are not related parties. These holders are proposed to be provided the right, but not the obligation, to subscribe for one Placement Option for every two CHKOs held at the Placement Record Date at a subscription price of $0.001 (0.1 cents) per Placement Option.

Separate shareholder approvals for holders of CHKOs who are related parties to be granted the same opportunity to subscribe for Placement Options as unrelated holders of CHKOs are sought under Resolutions 3A to 3C.

The issue of Placement Options under this Resolution 2 is subject to and conditional upon:

shareholders approving the issue of Placement Options pursuant to Resolution 2.
The issue of the Placement Options not resulting in the Company having more convertible securities on issue than fully paid ordinary shares. If the Company is only able to issue up to a certain number of Placement Options which is less than the maximum entitlements to Placement Options of holders of CHKOs as at the Placement Record Date then the Board may scale back subscriptions at its discretion.
The Company receiving all required regulatory approvals and/or waivers to issue the Placement Options.

The Placement Options the subject of Resolution 2 are proposed to be offered under and issued pursuant to a prospectus to be issued by the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the company’s issued share capital at the commencement of the twelve month period. One circumstance where an action or an issue is not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

If shareholders approve Resolution 2, the Company will be able to issue the Placement Options the subject of Resolution 2 (subject to satisfaction of the conditions of issue and receipt of subscription funds). If Placement Options convert to ordinary shares, the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 (and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A) will be increased. If shareholders do not pass Resolution 2 the Company will not be able to issue the Placement Options the subject of Resolution 2.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

The securities the subject of Resolution 2 are to be issued to holders of CHKOs as at the Placement Record Date who are not related parties of the Company. These holders will be provided the right, but not the obligation, to subscribe for one Placement Option for every two CHKOs held at the Placement Record Date at a subscription price of $0.001 (0.1 cents) per Placement Option.
The maximum number of securities to be issued under the approval sought under Resolution 2 is 200,000,000 Placement Options, which was chosen to allow for rounding of fractional entitlements. The actual number of Placement Options that will issued pursuant to Resolution 2 is subject to rounding and depending upon holders of CHKOs as at the Placement Record Date who are not related parties electing to take up some or all of their entitlement and subscribing for the Placement Options.
Placement Options will have an exercise price of $0.01 (1 cent) per option, expiry date of two years from the date of issue of the Rights Issue Options and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company. The other terms of Placement Options are set out in Annexure A.
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The Company will issue Placement Options no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Placement Options will have a subscription price of $0.001 (0.1 cent) each.
Up to a maximum aggregate amount of $200,000 will be raised from the issue of the Placement Options the subject of Resolution 2, although a lower amount may be raised. The funds raised will be used to meet the costs of the Rights Issue and the issue of the Placement Options. Funds raised upon exercise of Placement Options (if any) will be applied to meet working capital requirements of the Company at the time of exercise.
A voting exclusion for Resolution 2 is contained in the Notice accompanying this Memorandum.

Director recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolution 2.

Background to Resolutions 3A to 3C

Resolutions 3A to 3C seeks shareholder approval for Avi Kimelman, Mordechai Benedikt and Nochum Labkowski, each of whom is a Director of the Company and therefore a related party and who hold CHKOs to be granted the right, but not the obligation, to subscribe for Placement Options on the same terms as holders of CHKOs who are not related parties. The related parties who hold CHKOs, the number of CHKOs they each hold, the entitlement to subscribe for Placement Options if shareholders approve Resolutions 3A to 3C and the maximum subscription amount payable by each for Placement Options are set out in the table below:

#	Subscriber *	CHKOs held	Maximum Placement Option entitlement	Maximum subsciption
3A	Avi Kimelman	25,733,334	12,866,667	$12,866.67
3B	Mordechai Benedikt	2,826,457	1,413,229	$1,413.23
3C	Nochum Labkowski	843,500	421,750	$421.75
	Total	29,403,291	14,701,646	$14,701.65

*may be issued to a nominee(s) of a subscriber

The Director’s entitlements to Placement Options represent less than 7% of the total entitlements of all holders of CHKOs. Fractional entitilements to Placement Options will be rounded up.

As at the date of the Notice the named related parties have not indicated how many Placement Options, if any, they propose subscribing for if shareholders approve Resolutions 3A to 3C.

The Placement Options and subscription amount payable for the Placement Options set out in the above table are the maximums. If shareholders approve Resolutions 3A to 3C then the Directors of the Company set out in the table above may subscribe for less Placement Options than their respective maximum, or may choose not to subscribe for any Placement Options at all. None of the related parties the subject of Resolutions 3A to 3C have indicated what, if any, subscription they propose making in Placement Options.

The issue of the Placement Options the subject of Resolutions 3A to 3C are subject to:

Shareholders approving issue of Placement Options to related parties pursuant to Resolutions 3A to 3C respectively (with it being noted that Resolutions 3A to 3C are not interdependent).
The issue of the Placement Options not resulting in the Company having more convertible securities on issue than fully paid ordinary shares. If the Company is only able to issue up to a certain number of Placement Options which is less than the maximum entitlements to Placement Options of holders of CHKOs as at the Placement Record Date then the Board may scale back subscriptions at its discretion.
The Company receiving all required regulatory approvals and/or waivers to issue the Placement Options.
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The Placement Options the subject of Resolutions 3A to 3C are proposed to be offered under and issued pursuant to a prospectus to be issued by the Company.

ASX Listing Rules – Resolutions 3A to 3C

Shareholder approval is being sought under Listing Rule 10.11 for each of Resolutions 3A to 3C and as such approval is not required under ASX Listing Rule 7.1.

If shareholders pass Resolutions 3A to 3C the Company will be able to issue the Placement Options as set out in Resolutions 3A to 3C (subject to satisfaction of the conditions of issue and receipt of subscription funds). If Placement Options convert to ordinary shares, the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 (and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A) will be increased. If shareholders do not pass Resolutions 3A to 3C then the Company will not be able to issue the Placement Options as set out in Resolutions 3A to 3C.

The proposed recipients, maximum number of securities that they may acquire and the maximum subscription amount for the acquisition of those securities for whom approval under ASX Listing Rule 10.11 is sought under Resolutions 3A to 3C is set out in the table below:

#	Subscriber	CHKOs held	Maximum Placement Option entitlement	Maximum subsciption
3A	Avi Kimelman	25,733,334	12,866,667	$12,866.67
3B	Mordechai Benedikt	2,826,457	1,413,229	$1,413.23
3C	Nochum Labkowski	843,500	421,750	$421.75
	Total	29,403,291	14,701,646	$14,701.65

*may be issued to a nominee(s) of a subscriber

Fractional entitilements to Placement Options will be rounded up.

Each of Avi Kimelman, Mordechai Benedikt and Nochum Labkowski are Directors of the Company and are therefore related parties for the purposes of ASX Listing Rule 10.11.1.
Placement Options have a subscription price of $0.001 (0.1 cents) exercise price of $0.01 (1 cent), expiry date of two years from the date of issue of the Rights Issue Options and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company. The full terms of Placement Options are set out in Annexure A.
The Company proposes issuing the Placement Options the subject of Resolutions 3A to 3C shortly following the Meeting and in any event no later than 1 month after the date of the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act and/or ASIC).
Placement Options will have a subscription price of $0.001 (0.1 cent) each.
Up to a maximum aggregate amount of $14,701.65 will be raised from the issue of Placement Option under Resolutions 3A to 3C although a lower amount may be raised. The funds raised will be used to meet the costs of the Rights Issue and the offer of the Placement Options. Funds raised upon exercise of
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Placement Options (if any) will be applied to meet working capital requirements of the Company at the time of exercise.

Details of the remuneration package of each of Avi Kimelman, Mordechai Benedikt and Nochum Labkowski are as set out below:
(iii) Avi Kimelman: $5,000 per month for acting as Chairman of the Company.
(iv) Mordechai Benedikt: $11,000 per month as a Director of the Company.
(v) Nochum Labkowski: $3,000 per month as a Director of the Company.
A voting exclusion for Resolutions 3A to 3C is contained in the Notice.

Corporations Act – Chapter 2E

directors of the public company (section 228(2)(a)); and
an entity controlled by directors of the public company (section 228(4)).

Each of the proposed recipients of the right to subscribe for Placement Options under Resolutions 3A to 3C are related parties as defined in the Corporations Act and the right to subscribe for and to be issued the Placement Options constitutes the giving of a financial benefit.

The Company considers the proposed grant of the right to subscribe for, and subsequently be issued, Placement Options for which shareholder approval is sought under Resolutions 3A to 3C is on arms’ length terms. This view was formed on the basis that the entitlement to, terms of and subscription price for the Placement Options proposed to be offered to related parties of the Company (each being a Director) that are holders of CHKOs is identical to that being offered to the other holders of CHKOs who are not related parties of the Company.

Notwithstanding the above, and although no Director participated in the discussion of decision making process in respect of options proposed to be issued to them, the Directors acknowledge that Resolutions 3A to 3C separately relate to each of them. Accordingly, Directors propose that Resolutions 3A to 3C each also be put to shareholders for the purposes of section 195(4) of the Corporations Act such that shareholders determine whether the named related parties have the right, but not the obligation, to subscribe for Shortfall Shares and free-attaching Shortfall Options as set out in the table on page 14 of this Memorandum.

If Resolutions 3A to 3C are passed, the related parties noted in the table on page 14 of this Memorandum will be provided the right, but not the obligation, to subscribe for Placement Options up to the maximums set out in the table on page 14 of this Memorandum.

Background to Resolutions 4A and 4B

Resolutions 4A and 4B seek shareholder approval for the issue of aggregate of 24,000,000 of options ( Incentive Options ), each with an exercise price of $0.01 (1 cent) expiring 2 years from issue of the Rights Issue Options and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise having terms as set out in Annexure A, to the existing Directors of the Company (and/or their respective nominee(s)).

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The proposed recipients of Incentive Options are set out in the table below:

RESOLUTION	RECIPIENT*	NUMBER OF INCENTIVE OPTIONS
4A	Avi Kimelman	15,000,000
4B	Mordechai Benedikt	9,000,000
TOTAL		24,000,000

*Incentive Options may be issued to nominee(s) as advised to the Company.

Further details with respect to the proposed issue of Incentive Options is set out below.

ASX Listing Rules

Shareholder approval is being sought under Listing Rule 10.11 for each of Resolutions 4A and 4B and as such approval is not required under ASX Listing Rule 7.1.

If shareholders pass Resolutions 4A and 4B the Company will be able to issue the Incentive Options as set out in Resolutions 4A and 4B. If Incentive Options convert to ordinary shares, the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 (and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A) will be increased. If shareholders do not pass Resolutions 4A and 4B then the Company will not be able to issue the Incentive Options as set out in Resolutions 4A and 4B.

The proposed recipients and the maximum number of Incentive Options to be acquired by each person for whom approval under ASX Listing Rule 10.11 is sought under Resolutions 4A and 4B is set out in the table below:

RESOLUTION	RECIPIENT*	NUMBER OF INCENTIVE OPTIONS
4A	Avi Kimelman	15,000,000
4B	Mordechai Benedikt	9,000,000
TOTAL		24,000,000

Incentive Options may be issued to nominee(s) as advised to the Company
Each of the proposed recipients are Directors of the Company and are therefore related parties for the purposes of ASX Listing Rule 10.11.1.
Incentive Options have an exercise price of $0.01 (1 cent) expiring 2 years from the issue of the Rights Issue Options and otherwise have terms as set out in Annexure A.
The Company intends to issue the Incentive Options in a single tranche shortly following the Meeting and in any case within 1 month of the date of the Meeting.
No funds will be raised from the issue of the Incentive Options. Funds raised upon exercise of Incentive Options (if any) will be used to meet the working capital requirements of the Company at the time of exercise.
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Details of the remuneration package of each of Avi Kimelman and Mordechai Benedikt are as set out below:
(i) Avi Kimelman: $5,000 per month for acting as Chairman of the Company.
(ii) Mordechai Benedikt: $11,000 per month as a Director of the Company.
A voting exclusion for Resolutions 4A and 4B is contained in the Notice.

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Each of the proposed recipients of Incentive Options under Resolutions 4A and 4B inclusive are related parties of the Company as defined under the Corporations Act.

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company and to give the remuneration would be reasonable given:

(a) the circumstances of the Company; and
(b) the related party’s circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue is reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered the respective positions and responsibilities of each of the Directors, the Company’s reliance on a limited number of personnel, the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the Company, and the terms of the Incentive Options. The Company considers that the issue of Incentive Options is an effective tool which preserves the cash reserves of the Company and its group entities whilst providing valuable consideration for the Directors.

Notwithstanding the above, and although no Director participated in the discussion of decision making process in respect of options proposed to be issued to them, the Directors acknowledge that Resolutions 4A and 4B separately relate to each of them. Accordingly, Directors propose that Resolutions 4A and 4B each also be put to shareholders for the purposes of section 195(4) of the Corporations Act such that shareholders determine whether the named related parties will be issued Incentive Options as set out in the table on page 17 of this Memorandum.

If Resolutions 4A and 4B are passed and the Incentive Options, the related parties noted in the table on page 17 of this Memorandum will be issued the Incentive Options set out in the table on page 17 of this Memorandum.

Resolution 5 – Approval for issue of options

Resolution 5 seeks approval for the purposes of ASX Listing Rule 7.1 for the issue of up to 3,000,000 options (each with an exercise price of $0.01 (1 cent), expiry date of two years from issue of the Rights Issue Options and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company). The options the subject of Resolution 5 are proposed to be issued to Mr Andrew Graham, the Company’s recently appointed Chief Executive Officer (CEO) (and/or his nominee(s)). Full terms of the options the subject of Resolution 5 are set out in Annexure A.

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If shareholders approve Resolution 5, the Company will be able to issue the options the subject of Resolution 5. If the options the subject of resolution 5 convert to ordinary shares, the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 (and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A) will be increased. If shareholders do not pass Resolution 5 the Company will not be able to issue the options the subject of Resolution 5.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

The securities the subject of Resolution 5 are to be issued to Mr Andrew Graham (or his nominee(s)) who is not related parties of the Company.
The maximum number of securities to be issued under the approval sought under Resolution 5 is 3,000,000 options.
Options will have an exercise price of $0.01 (1 cent), expiry date of two years from the date of issue of the Rights Issue Options and, upon exercise, entitle the holder to one fully paid ordinary share in the Company. The other terms of options are set out in Annexure A.
The Company will issue options no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
The options will not have a subscription price.
No funds will be raised from the issue of the options the subject of Resolution 5. Upon the exerscise of any options issued, the funds raised will be used to Funds raised upon exercise of options (if any) will be applied to meet working capital requirements of the Company at the time of exercise.
A voting exclusion for Resolution 5 is contained in the Notice accompanying this Memorandum.

Director recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolution 5.

Note: unless otherwise stated all amounts are in Australian dollars.

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ANNEXURE A TERMS OF OPTIONS

Reference to “Option” in this Annexure A are to and the options the subject of Resolutions 1A, 1B, 2, 3A, 3B, 3C, 4A, 4B and 5. Options expire on the date that is two years from the date of issue of the Rights Issue Options.

(a) Entitlement

(i) Each Option entitles the Option holder to subscribe for, and be allotted, one ordinary Share in the capital of the Company.
(ii) Shares issued on the exercise of Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.

(b) Issue Price

Each Option has an issue price of $0.001 (0.1 cents). This clause only applies to the Placement Options (as defined in the Memorandum accompanying the notice of general meeting of the Company dated 20 April 2020).

(c) Exercise of Option

(i) The Options are exercisable at any time from the issue date.
(ii) The final date and time for exercise of the Options is 5pm (AEDT) on the date that is two years from the date of issue of the Rights Issue Options (as defined in the Memorandum accompanying the notice of general meeting of the Company dated 20 April 2020). If such date falls on a day that is not a Business Day, the final date will be the next Business Day.
(iii) The exercise price per option is $0.01 (1 cent).
(iv) Each Option is exercisable by the Option holder signing and delivering a notice of exercise of Option together with the exercise price in full for each Share to be issued upon exercise of each Option to the Company’s share registry. Unless a holder is exercising all of their Options, Options must be exercised in parcels of not less than 1,000.
(v) The Options cannot be exercised if, as a result of the exercise, the Optionholder or any of its associates would breach the provisions of Chapter 6 (and specifically section 606) of the Corporations Act.
(vi) Remittances must be made payable to ‘Cohiba Minerals Limited’ and cheques should be crossed ‘Not Negotiable’.
(vii) All Options will lapse on the earlier of the
(A) receipt by the Company of notice from the Option holder that the Option holder has elected to surrender the Option; and
(B) expiry of the final date and time for exercise of the Option.
(viii) In the event of liquidation of the Company, all unexercised Options will lapse.

(d) Quotation

(i) The Company does not propose applying for Official Quotation of Options. The Company may, however, in future and subject to meeting the requirements of ASX and the Corporations Act, apply to the ASX for Official Quotation of the Options (although there is no present itention to do so. The
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Company makes no guarantee that, in the event it applies for Official Quotation of Options, that such an application for Official Quotation will be successful at any given time or at all.

(ii) If the Shares of the Company are quoted on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Options within 10 Business Days (as defined in the Listing Rules) of issue. The Company gives no assurance that such quotation will be granted at any given time or at all.

(e) Participation in Securities Issues

Subject to paragraph (f) below, the holder is not entitled to participate in new issues of securities without exercising the Options.

(f) Participation in a Reorganisation of Capital

(i) In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return of the capital of the Company), the rights of an Option holder will be changed in accordance with the Listing Rules of the ASX applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the Options do not result in any benefit being conferred on the Option holder which is not conferred on Shareholders of the Company.
(ii) In any reorganisation as referred to in paragraph (f)(i), Options will be treated in the following manner:
(A) in the event of a consolidation of the share capital of the Company, the number of Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;
(B) in the event of a subdivision of the share capital of the Company, the number of Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;
(C) in the event of a return of the share capital of the Company, the number of Options will remain the same and the exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share;
(D) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of Options and the exercise price of each Option will remain unaltered;
(E) in the event of a pro-rata cancellation of shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the exercise price of each Option will be amended in inverse proportion to that ratio; and
(F) in the event of any other reorganisation of the issued capital of the Company, the number of Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Option holder which are not conferred on shareholders.

(g) Adjustments to Options and Exercise Price

(i) Adjustments to the number of Shares over which Options exist and/or the exercise price may be made as described in paragraph (g)(ii) to take account of changes to the capital structure of the Company by way of pro-rata bonus and cash issues.
(ii) The method of adjustment for the purpose of paragraph (g)(i) shall be in accordance with the Listing Rules of the ASX from time to time, which, under Listing Rules 6.22.2 and 6.22.3, currently provide:
(A) Pro Rata Cash Issues
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Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the exercise price of an Option may (at the discretion of the Board) be reduced according to the following formula:

O’ = O – E[P-(S+D)]

N + 1

where:

O’ = the new exercise price of the Option. O = the old exercise price of the Option. E = the number of underlying securities into which one Option is Exercisable. P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date. S = the subscription price for a security under the pro-rata issue. D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro-rata issue). N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(h) ASX requirements

Whilst the Company is admitted to the Official List of ASX, these terms of Options will be deemed varied as required to comply with the requirements of ASX and the ASX Listing Rules.

GM Registration Card

COHIBA MINERALS LIMITED | ACN 149 026 308

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If you are attending the meeting in person, please bring this with you for Securityholder registration.

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

[HolderNumber]

Holder Number: [HolderNumber]

IMPACT OF COVID-19

As at the date of the Notice, due to restrictions as a result of COVID-19, the Company will not be convening the Meeting physically. While the situation remains volatile and uncertain, based on the information available to the Board at the time of the Notice, the Company intends to conduct the Meeting virtually as set out in the Notice. Please see the accompanying Notice for more information including how to register to attend the Meeting.

IF YOU WISH TO ATTEND THE VIRTUAL MEETING PLEASE CONTACT THE COMPANY BY EMAIL TO [email protected] OR BY PHONE ON +61 3 9692 7222 TO RECEIVE REGISTRATION DETAILS FOR THE VIRTUAL MEETING. FURTHER DETAILS ARE SET OUT IN THE NOTICE WHICH THIS PROXY FORM ACCOMPANIES.

Vote by Proxy: CHK

Your proxy voting instruction must be received by 11.00am (AEDT) on Wednesday 20 May 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

✓ Save Money: help minimise unnecessary print and mail costs for the Company.
✓ It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.
✓ Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

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Return your completed form BY MAIL IN PERSON BY EMAIL Automic Automic [email protected] GPO Box 5193 Level 5, 126 Phillip Street Sydney NSW 2001 Sydney NSW 2000

All enquiries to Automic

WEBCHAT https://automic.com.au/ PHONE 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

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SUBMIT YOUR PROXY VOTE BY PAPER

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by marking one of the boxes opposite each item 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided

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

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

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

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

ATTENDING THE MEETING

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

POWER OF ATTORNEY

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the General Meeting of Cohiba Minerals Limited (ACN 149 026 308) (“ the Company ”), to be held at 11.00 am (AEST) on Friday 22 May 2020 hereby: Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution(s) 4A and 4B (except where I/we have indicated a different voting intention below) even though Resolution(s) 4A and 4B are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2: Your Voting Direction	Resolutions For Against Abstain	Resolutions For Against Abstain
	1A. Approval for Director to participate in Rights Issue Shortfall – Avi Kimelman	3C.Approval for issue of Options - Nachum Labkowski
	1B. Approval for Director to participate in Rights Issue Shortfall – Mordechai Benedikt	4A.Approval for issue of Options – Avi Kimelman
	2. Approval for issue of Options	4B.Approval for issue of Options – Mordechai Benedikt
	3A. Approval for issue of Options – Avi Kimelman	5. Approval for issue of Options – Andrew Graham
	3B. Approval for issue of Options – Mordechai Benedikt
	Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

AI assistant

ALTAIR MINERALS LIMITED — Proxy Solicitation & Information Statement 2020

64366_rns_2020-04-19_a42eaa36-be1d-494f-9039-a7ad0d9c3728.pdf

Notice of General Meeting Explanatory Statement and Proxy Form

COHIBA MINERALS LIMITED ACN 149 026 308 NOTICE OF GENERAL MEETING

IMPACTS OF COVID-19 ON THE MEETING

AGENDA

RESOLUTION 1A: APPROVAL FOR DIRECTOR TO PARTICIPATE IN RIGHTS ISSUE SHORTFALL – AVI KIMELMAN

RESOLUTION 1B: APPROVAL FOR DIRECTOR TO PARTICIPATE IN RIGHTS ISSUE SHORTFALL – MORDECHAI BENEDIKT

RESOLUTION 2: APPROVAL FOR ISSUE OF OPTIONS

Voting Exclusion Statement

RESOLUTION 3A: APPROVAL FOR ISSUE OF OPTIONS – AVI KIMELMAN

RESOLUTION 3B: APPROVAL FOR ISSUE OF OPTIONS – MORDECHAI BENEDIKT

RESOLUTION 3C: APPROVAL FOR ISSUE OF OPTIONS - NOCHUM LABKOWSKI

Voting Exclusion Statement – Resolutions 3A to 3C

RESOLUTION 4A: APPROVAL FOR ISSUE OF OPTIONS – AVI KIMELMAN

RESOLUTION 4B: APPROVAL FOR ISSUE OF OPTIONS – MORDECHAI BENEDIKT

Voting Exclusion Statement – Resolutions 4A and 4B

Voting Prohibition – Resolutions 4A and 4B

RESOLUTION 5: APPROVAL FOR ISSUE OF OPTIONS – ANDREW GRAHAM

Voting Exclusion Statement – Resolutions 5

OTHER BUSINESS

By order of the Board of Cohiba Minerals Limited

Justin Mouchacca

PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

Corporate Representatives

Voting Entitlement

How the Chair Will Vote Undirected Proxies

Proxy voting restrictions on Resolutions 4A and 4B

COHIBA MINERALS LIMITED ACN 149 026 308

(" the Company ") GENERAL MEETING EXPLANATORY MEMORANDUM

ORDINARY BUSINESS

Background to Resolutions 1A and 1B

Background to Resolutions 2 and 3A to 3C

ASX Listing Rules – Resolutions 1A and 1B

Resolution 2 – Approval for issue of options

Director recommendation

Background to Resolutions 3A to 3C

Corporations Act – Chapter 2E

Background to Resolutions 4A and 4B

ASX Listing Rules

Corporations Act

Resolution 5 – Approval for issue of options

Director recommendation

Note: unless otherwise stated all amounts are in Australian dollars.

ANNEXURE A TERMS OF OPTIONS

(a) Entitlement

(b) Issue Price

(c) Exercise of Option

(d) Quotation

(e) Participation in Securities Issues

(f) Participation in a Reorganisation of Capital

(g) Adjustments to Options and Exercise Price

(h) ASX requirements

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IMPACT OF COVID-19

IF YOU WISH TO ATTEND THE VIRTUAL MEETING PLEASE CONTACT THE COMPANY BY EMAIL TO [email protected] OR BY PHONE ON +61 3 9692 7222 TO RECEIVE REGISTRATION DETAILS FOR THE VIRTUAL MEETING. FURTHER DETAILS ARE SET OUT IN THE NOTICE WHICH THIS PROXY FORM ACCOMPANIES.

Vote by Proxy: CHK

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

All enquiries to Automic

YOUR NAME AND ADDRESS

VOTING UNDER STEP 1 - APPOINTING A PROXY

DEFAULT TO THE CHAIRMAN OF THE MEETING

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

APPOINTMENT OF SECOND PROXY

SIGNING INSTRUCTIONS

CORPORATE REPRESENTATIVES

ATTENDING THE MEETING

POWER OF ATTORNEY

Complete and return this form as instructed only if you do not vote online

More from ALTAIR MINERALS LIMITED

ALTAIR MINERALS LIMITED Proxy Solicitation & Information Statement 2020