ARCHER MATERIALS LIMITED — AGM Information 2014

Oct 2, 2014

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– Notice Of Annual General Meeting 2014

Archer Exploration Limited ABN 64 123 993 233

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Notice of Annual General Meeting – 2014

Notice is hereby given that the Annual General Meeting of the shareholders of Archer Exploration Limited will be held at:

Level 1, 28 Greenhill Road

Wayville South Australia 5034 on Wednesday, 5 November 2014

at 10.00 am (Adelaide time)

for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

The Explanatory Memorandum that accompanies and forms a part of this Notice of Annual General Meeting describes the matters to be considered at the meeting.

2014 Financial Statements and Report

To receive, consider and discuss the financial statements of the Company and the Directors’ Report, Directors’ Declaration and Auditors’ Report for the year ended 30 June 2014.

Ordinary Business:

To consider, and if thought fit, to pass the following resolutions as Ordinary Resolutions:

1) Remuneration Report

• ‘That the Remuneration Report for the year ended 30 June 2014 as set out in the 2014 Annual Report be adopted for the purpose of section 250R(2) of the Corporations Act’

Note: Section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Restriction

In accordance with the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by a member of the key management personnel, details of whose remuneration are included in the remuneration report, and any closely related party of such a member. However, the member or any closely related party of such a member may vote if:

• a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution, or by a person who is the chair of the meeting at which the resolution is voted on and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel; and

• b) it is not cast on behalf of the member or any closely related party of such a member.

2) Re-Election of Alice McCleary as a Director

• ‘That Alice McCleary, a Non-Executive Director retiring by rotation in accordance with ASX Limited (ASX) Listing Rule 14.5 and clause 2.5 of the Constitution of the Company, and being eligible for re-election, be re-elected as a Non-Executive Director of the Company.’

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Notice of Annual General Meeting – 2014

Special Business:

To consider, and if thought fit, to pass the following resolution as a Ordinary Resolution:

3) Subsequent Approval of Securities Issued

’That for the purposes of ASX Listing Rule 7.4, the issue and allotment of 927,632 Performance Rights on the dates set out in, to the persons described in, and on the terms detailed in the accompanying Explanatory Memorandum, be approved.’

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by any person who participated in the issues and any associates of such person. However, the Company need not disregard a vote if:

• a) 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

• b) 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.

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

4) Approval of 10% Additional Placement Capacity

‘That, for the purpose of Listing Rule 7.1A, approval is given for the Company to issue Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.’

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associate of such person. However, the Company need not disregard a vote if:

• a) 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

• b) 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.

Notice of Annual General Meeting – 2014

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To consider, and if thought fit, to pass the following resolution as a Ordinary Resolution:

5) Adoption of Performance Rights Plan

‘That, the issue from time to time of securities in the Company under the Archer Exploration Limited Performance Rights Plan, be approved for the purpose of ASX Listing Ruler 7.2, exception 9(b).’

Voting Exclusions and Voting Restriction

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of that person. However, the Company need not disregard a vote if:

• a) it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the person who is 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.

Further, in accordance with the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by a member of the Key Management Personnel, and any Closely Related Party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution or expressly authorises the a person who is the chair of the meeting to exercise undirected proxies. However, the member or any Closely Related Party of such a member may vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution or by a person who is the chair of the Meeting at which the Resolution is voted on and the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

6) Insertion of proportional takeover provisions in the Constitution

‘That the constitution of the Company be amended by inserting the proportional takeover provisions contained in Annexure B of the Explanatory Statement into the Constitution as clause 12.2, with effect from the date of the meeting for a period of three years’

You may view the 2014 Annual Report at the Archer website.

www.archerexploration.com.au

By order of the Board

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Damien Connor Company Secretary 26 September 2014

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Notes on Voting and Proxy

For the purpose of determining the voting entitlements at the meeting, the Board has determined that, in accordance with the Company’s Constitution and the Corporations Act , the shares in the Company will be taken to be held by the registered holders of those shares at 7.00 pm (Sydney time) on 3 November 2014. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Appointment Of Proxy

A Shareholder who is entitled to attend and cast a vote at the Annual General Meeting and who wishes to vote on the resolutions contained in this Notice should either attend in person or appoint a proxy or proxies to attend or vote on the Shareholder’s behalf. A Shareholder entitled to attend and to cast two or more votes may appoint up to two proxies to attend and vote on behalf of that Shareholder. A proxy need not be a Shareholder. A proxy form is included with this Notice of Annual General Meeting. A Shareholder that is a body corporate may appoint a representative to attend in accordance with the Corporations Act .

If a Shareholder appoints two proxies, then the appointment of the proxies may specify the proportion or the number of that Shareholder’s votes that each

proxy may exercise. If the Shareholder appoints two proxies and the appointment does not so specify, each proxy may exercise half of the votes able to be cast by the appointing Shareholder. Fractions of votes will be disregarded.

A proxy form must be signed by the Shareholder or their duly appointed attorney, or in the case of a body corporate, executed in accordance with the Constitution, or signed by a duly authorised officer or attorney.

To be effective, the Company must receive the completed proxy form signed by the Shareholder and, if the form is signed by the Shareholder’s attorney or authorised officer of a corporation, the authority under which the proxy form is signed or a certified copy of the authority by post or fax no later than 10.00 am (Adelaide time) on 3 November 2014 (being 48 hours before the commencement of the meeting) to:

• the Company’s registered office at

• Level 1,28 Greenhill Road Wayville,

• South Australia 5034 (facsimile (08) 8272 3888); or

• the Company’s share registrar, Computershare Investor Services Pty Limited, as listed below.

Mail:	In person:	Fax:
Archer Exploration Limited	Archer Exploration Limited	Archer Exploration Limited
C/- Computershare Investor	C/- Computershare Investor	C/- Computershare Investor
Services Pty Limited	Services Pty Limited	Services Pty Limited
GPO Box 242	Level 5, 115 Grenfell Street	(within Australia) 1800 783 447
Melbourne VIC 3001	Adelaide SA 5001	(outside Australia) +613 9473 2555
Australia	Australia

If you require an additional proxy form, please contact Computershare Investor Services Pty Limited.

Voting by proxies

A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit subject to the requirements outlined in the proxy form. If a proxy abstains from voting and the directions on the proxy require that person to vote, the votes not exercised by the proxy will be given to the chair to vote in accordance with the directions on the proxy form.

Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands.

Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairperson of the meeting as your proxy.

Appointment of Company representative

A body corporate may elect to appoint a representative, rather than appoint a proxy, in accordance with the Corporations Act . Where a body corporate appoints a representative, the Company requires written proof of the representative’s appointment to be lodged with or presented to the Company before the meeting.

Custodian Voting

Custodian Voting is available for Intermediary Online subscribers only (Custodians) by visiting www.intermediaryonline.com to submit your voting intentions.

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of Shareholders to be held at:

• Level 1, 28 Greenhill Road

• Wayville South Australia 5034

• on Wednesday 5 November 2014 at 10.00 am (Adelaide time).

This Explanatory Memorandum should be read in full and in conjunction with the accompanying Notice of Annual General Meeting before making any decision in relation to the resolutions, and is a brief explanation of Resolutions 1 to 6 in the Notice of Annual General Meeting and why the Company is seeking Shareholder approval.

General Business

Receiving Financial Statements And Reports

The Corporations Act requires that shareholders consider the annual consolidated financial report (which includes the Financial Statements and Directors’ Declaration), the Directors’ Report and Auditor’s Report every year.

There is no requirement either in the Corporations Act or the Constitution for Shareholders to approve the Financial Report, the Directors’ Report or the Auditor’s Report. Shareholders will be given a reasonable opportunity at the meeting to ask questions and make comments on these reports.

Whilst no resolution is required in relation to this item, the auditor of the Company or their representative will be available to receive questions relevant to:

• a) the conduct of the audit;

• b) the preparation and content of the Auditor’s Report;

• c) the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

• d) the independence of the auditor in relation to the conduct of the audit.

No resolution is required to be moved in respect of this item of General Business.

Ordinary Business

RESOLUTION 1 Remuneration Report

The Directors’ Report set out in the 2014 Annual Report contains a Remuneration Report of the Company for the financial year ended 30 June 2014, which sets out the policy for the remuneration of the Directors, company secretaries and the senior managers. Shareholders who did not elect to receive a hard copy of the 2014 Annual Report and financial statements can view them on the Company’s website at www.archerexploration.com.au

The Remuneration Report provides information on the following issues:

• the policies adopted by the Board for determining the nature and amount of remuneration of Directors, the company secretary and senior managers;

• the relationship between the remuneration policies and the Company’s performance;

• the performance conditions that apply to the different components of the remuneration structure, why those performance conditions were chosen and how performance is measured against them; and

• remuneration details for Directors and senior executives.

The Board believes the Company’s remuneration policies and structures as outlined in the Remuneration Report are appropriate relative to the size of the Company, its business and strategic objective and current and emerging market practices.

Section 300A of the Corporations Act requires the directors to include a remuneration report in their report for the financial year. Section 250R(2) of the Corporations Act requires the Remuneration Report be put to the vote at the Company’s Annual General Meeting. Shareholders should note that the vote will be advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

In relation to the non-binding shareholder vote, if 25% or more of the votes that are cast are against the adoption of the remuneration report at an AGM and comments are made on the remuneration report, the Company’s subsequent remuneration report is required to include an explanation of the board’s proposed action or why no action has been taken.

Where 25% or more of the votes that are cast are against the adoption of the remuneration report at a company’s second AGM, then if shareholders at that second AGM passes an ordinary resolution to hold a

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

RESOLUTION 1 continues

further meeting (“Spill Resolution”), then the directors who approved the directors’ report, other than the managing director, must resign or cease to hold office and may be reappointed to the vacated positions.

At the 2013 AGM, the Company’s Remuneration Report for the financial year ended 30 June 2013 received 97% of votes cast for the Remuneration Report.

Board Recommendation

The Board, while noting that each Director has a personal interest in their own remuneration from the Company, recommends that Shareholders vote in favour of adopting the Remuneration Report.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 1.

RESOLUTION 2

Re-Election of Alice McCleary as a Director

Clause 2.5 of the Company’s Constitution requires that at every Annual General Meeting one third of the Directors for the time being (excluding the Managing Director) must retire from office and be eligible for re-election.

ASX Listing Rule 14.4 provides that a director (excluding the Managing Director) must not hold office (without re-election) past the third annual general meeting following the directors’ appointment or 3 years, whichever is longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity.

Alice McCleary retires by rotation and offers herself for re-election pursuant to ASX Listing Rule 14.4 and the Company’s Constitution. The qualifications and experience of Alice McCleary are set out below.

Alice McCleary DUniv, BEc FCA FTIA FAICD Director since 9 May 2007

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Alice McCleary is a NonExecutive Director of the Company and she is Chartered Accountant. She is Chairman of

Board Recommendation

The Directors (other than Alice McCleary, who is not entitled to make, and does not make, a recommendation) recommend that Shareholders vote in favour of Resolution 2 for the re-election of Alice McCleary as a Director of the Company.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 2.

Special Business

RESOLUTION 3

Subsequent Approval of Issue of Securities

ASX Listing Rule 7.1 requires the Company to obtain shareholder approval if it issues, or agrees to issue, securities in the capital of the Company in any 12 month period that aggregate more than 15% in number of the existing ordinary shares in the capital of the Company (15% Rule).

ASX Listing Rule 7.4 allows a company in a general meeting to subsequently approve an issue of securities for the purposes of Listing Rule 7.1. If approval is granted, the issue of securities is treated as having been made with approval.

The Company seeks the approval pursuant to ASX Listing Rule 7.4 for the issue of Performance Rights over unissued shares, as set out in the table below. If such approval is given, the Company will be entitled under ASX Listing Rule 7.1 to issue up to 15% of the ordinary issued securities of the Company, if required, in the next 12 months without shareholder approval. Please note that approval of 10% additional placement capacity is being sought in Resolution 4 which would enable the Company to issue an additional 10% of its issued share capital to the Company’s 15% placement capacity under Listing Rule 7.1 and therefore would allow the Company to issue up to 25% of its issued capital in total.

No funds have been or will be received by the Company for the issue of the securities detailed following.

UraniumSA Limited (ASX listed), a director of Benefund Ltd, Forestry Corporation of South Australia and Adelaide Community Healthcare Alliance Inc (ACHA). She is Vice-President of the South Australian Chamber of Mines and Energy (SACOME). Previous leadership roles include Deputy Chancellor of the University of South Australia and National President of the Taxation Institute of Australia. Alice’s professional interests include financial management and corporate governance.

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

RESOLUTION 3 continues

Type of securities	Person(s) to whom	Date of Issue	Number of	Additional Terms
issued	securities issued		Performance
			Rights Issued
Performance Rights	Craig Gooden	21 November 2013	300,000	Performance Rights (Rights) were issued at a nil cost to
	(Company Secretary)			Craig, and subject to satisfaction of performance hurdles, the
				Rights result in the issue of fully paid ordinary shares in the
				Company for no payment and which rank pari passu to all
				existing fully paid ordinary shares. As such, no funds were or
				will be raised from these issues.
				The Rights were issued in accordance with the terms and
				conditions of the Archer Exploration Performance Rights Plan
				(Plan). A copy of the rules for the Plan is available on the
				Company’s websitewww.archerexploration.com.au.
				See ASX Announcement ‘Appendix 3B’ dated
				25 November 2013.
Performance Rights	Wade Bollenhagen	19 December 2013	402,632	Performance Rights (Rights) were issued at a nil cost to
	(employee)			Wade, and subject to satisfaction of performance hurdles,
				the Rights result in the issue of fully paid ordinary shares in
				the Company for no payment and which rank pari passu to all
				existing fully paid ordinary shares. As such, no funds were or
				will be raised from these issues.
				The Rights were issued in accordance with the terms and
				conditions of the Archer Exploration Performance Rights Plan
				(Plan). A copy of the rules for the Plan is available on the
				Company’s websitewww.archerexploration.com.au.
				See ASX Announcement ‘Appendix 3B’ dated
				20 December 2013.
Performance Rights	Claude Walter	19 December 2013	225,000	Performance Rights (Rights) were issued at a nil cost to
	(employee)			Claude, and subject to satisfaction of performance hurdles,
				the Rights result in the issue of fully paid ordinary shares in
				the Company for no payment and which rank pari passu to all
				existing fully paid ordinary shares. As such, no funds were or
				will be raised from these issues.
				The Rights were issued in accordance with the terms and
				conditions of the Archer Exploration Performance Rights Plan
				(Plan). A copy of the rules for the Plan is available on the
				Company’s websitewww.archerexploration.com.au.
				See ASX Announcement ‘Appendix 3B’ dated
				20 December 2013.

Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3 approving the previous issues of Performance Rights as outlined above.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 3.

RESOLUTION 4

Approval of 10% Additional Placement Capacity

Background to Resolution 4

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting at which approval of the issue is obtained (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company’s 15% placement capacity under Listing

Rule 7.1 and allows the Company to issue up to 25% of its issued capital in total.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity at the date of this Notice of Annual General Meeting and must remain compliant with the requirements of Listing Rule 7.1A at the date of the Meeting to be able to utilise the additional capacity to issue Equity Securities under that Listing Rule.

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

RESOLUTION 4 continues

The Company is now seeking shareholder approval by way of a Special Resolution which requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) to have the ability to issue Equity Securities under the 10% Placement Capacity. The exact number of Equity Securities to be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

Number of Shares

The formula for calculating the maximum amount of securities to be issued under the 10% Placement Capacity is calculated as follows:

(A x D) – E

• A is the number of fully paid ordinary shares on issue 12 months before the date of issue:

• plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• plus the number of fully paid ordinary shares issued in the 12 months with Shareholder approval under Listing Rule 7.1 and 7.4 (excluding an issue of shares under the Company’s 15% placement capacity without Shareholder approval);

• less the number of fully paid ordinary shares cancelled in the 12 months.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under this Listing Rule 7.1A.2 in the 12 months before the date of the issue and that are not issued with Shareholder approval under Listing Rule 7.1 or 7.4.

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

At the date of this Notice, the Company has on issue 84,270,763 Shares and therefore has capacity to issue:

• 1) 12,640,614 Equity Securities under Listing Rule 7.1 and

• 2) 8,427,076 Equity Securities under Listing Rule 7.1A (subject to approval of this Resolution 4).

A number of scenarios showing potential issues under Listing Rule 7.1A are detailed in the table.

Specific information required by Listing Rule 7.3A

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

1) Minimum issue price

For the purpose of Listing Rule 7.1.A.3, the issue price of Equity Securities under this 10% Placement Capacity will be no less than 75% of the VWAP for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• i) the date on which the price at which the securities are to be issued is agreed; or

• ii) if the securities are not issued within 5 trading days of the date in paragraph i), the date on which the securities are issued.

2) Risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders’ voting power in the Company will be diluted as shown in the table below (in the case of unlisted options, only if the unlisted options are exercised).

There is a risk that:

• i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the approval under rule 7.1A; and

• ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below describes the potential dilution of existing ordinary security holders on the basis of at least three different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2, and also shows:

• i) at least one example that assumes variable “A” is double the number of ordinary securities on issue at the time of the approval under rule 7.1A. Variable “A” is the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future meeting of Shareholders; and

• ii) at least one example where the issue price of ordinary securities has fallen by at least 50%.

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

RESOLUTION 4 continues

Variable ‘A’ in Listing rule 7.1A.2		Dilution
		$0.10 $0.20 $0.40 50% decrease in Issue Price 100% increase in issue price issue price
Current Variable A 84,270,763 Shares	10% voting dilution	8,427,076 Shares 8,427,076 Shares 8,427,076 Shares
	Funds raised	$842,707 $1,685,415 $3,370,830
50% increase in current Variable A 126,406,144 Shares	10% voting dilution	12,640,614 Shares 12,640,614 Shares 12,640,614 Shares
	Funds raised	$1,264,061 $2,528,122 $5,056,245
100% increase in current Variable A 168,541,526 Shares	10% voting dilution	16,854,152 Shares 16,854,152 Shares 16,854,152 Shares
	Funds raised	$1,685,415 $3,370,830 $6,741,660

The table has been prepared on the following assumptions:

• i) The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity;

• ii) No unlisted options (including any unlisted options issued under the 10% Placement Capacity) are exercised into Shares before the date of the issue of the Equity Securities;

• iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

• v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1 or as a result of any issues of Equity Securities pursuant to any other approval under Chapter 7 of the Listing Rules.

• vi) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• vii) The issue price is $0.20, being the closing price of the Shares on ASX on 10 September 2014.

3) Timing

The date by which the Equity Securities may be issued is the earlier of:

• i) the date that is 12 months after the date of this Annual General Meeting; and

• ii) the date of approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (change involving main undertaking).

The approval will cease to be valid in the event that holders of the Company’s ordinary securities approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (change involving main undertaking).

4) Purposes for which Equity Securities may be issued

The Company may seek to issue the Equity Securities for the following purposes:

• 1) non-cash consideration for the acquisition of the new resources, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• 2) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new resources, assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities under the 10% Additional Placement Capacity.

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

RESOLUTION 4 continues

5) Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• 1) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• 2) the effect of the issue of the Equity Securities on the control of the Company;

• 3) the financial situation and solvency of the Company; and

• 4) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Capacity have not been determined as at the date of

this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

6) Previously obtained approval under rule 7.1A

The Company previously obtained Shareholder approval under Listing Rule 7.1A at the 2012 AGM on 26 October 2012. As such, for the purposes of rule 7.3A.6:

• a) the total number of Equity Securities issued in the 12 months preceding the date of the meeting is 3,410,132 and the percentage they represent of the total number of Equity Securites on issue at the commencement of that 12 month period is 4.05%;

• b) details of all issues of Equity Securities issued by the Company during the 12 months preceding the date of the meeting, including for each such issue the required information under Listing Rule 7.3A.6(b) is set out in the table below:

Date of issue	Number and class of Equity Securities and	Names of persons	Issue Price of	If issued for cash – the total
	summary of key terms	who received	Equity Securities	consideration, the amount of cash
		securities or basis	and discount (if	that has been spent, what it was
		on which those	any) to closing	spent on and the intended use of
		persons was	market price	the remaining funds (if any).
		determined	on the date of issue	If issued for non-cash – a description of the consideration
				and the current value of that
				consideration.
21 November	2,782,500	Greg English	Nil	N/A
2013	Unlisted Performance Rights (Rights)	750,000
	Rights are subject to meeting vesting criteria and	Gerard Anderson	Nil	N/A
	generally any unvested Rights will be forfeited at the expiry date on 31 July 2016 or on termination of the	832,500
	holder’s employment or services to the Company.	Tom Phillips	Nil	N/A
	The Rights vest over 3 years commencing in July	450,000
	2014. On vesting, the holder will be issued fully paid ordinary shares in the Company on a one for one	Alice McCleary	Nil	N/A
	basis and the holder will not pay for the shares. The	450,000
	Rights are governed by detailed terms and conditions of the Company’s Performance Rights Plan. Shares issued to the holder when Rights vest will	Craig Gooden 300,000	Nil	N/A
	rank equally with ordinary fully paid shares.
17 December	627,632	Wade Bollenhagen	Nil	N/A
2013	Unlisted Performance Rights (Rights)	402,632
	Rights are subject to meeting vesting criteria and	Claude Walter	Nil	N/A
	generally any unvested Rights will be forfeited at the expiry date on 31 July 2016 or on termination of the	225,000
	holder’s employment or services to the Company.
	The Rights vest over 3 years commencing in July
	2014. On vesting, the holder will be issued fully paid
	ordinary shares in the Company on a one for one
	basis and the holder will not pay for the shares. The
	Rights are governed by detailed terms and conditions
	of the Company’s Performance Rights Plan.
	Shares issued to the holder when Rights vest will
	rank equally with ordinary fully paid shares.

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

RESOLUTION 4 continues

Board Recommendation

The Board considers that the approval of the issue of the 10% Placement Capacity described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under Listing Rule 7.1A in the next 12 months (without further Shareholder approval), should it be required. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 4.

RESOLUTION 5

Adoption of Performance Rights Plan

Background to Resolution 5

The Company has established a plan called the Performance Rights Plan (Plan) as part of the overall remuneration strategy of the Company. The Plan provides for the issue of performance rights (Rights) to employees of the Company or an associated body corporate of the Company who have been invited by the Board to participate in the Plan. Subject to the satisfaction of any performance hurdles, the Rights result in the issue of fully paid ordinary shares in the Company (Shares). A copy of the rules for the Plan (Plan Rules) is available on the Company’s website www.archerexploration.com.au.

The Plan and the Rights are designed to assist the Company to attract and retain key employees of the Company and provide them with an incentive to maximise the return to Shareholders over the long term.

Reason for Shareholder approval

Under the ASX Listing Rule 7.1, the Company may not, without Members’ approval, issue Equity Securities of more than 15% of its total issued securities within a 12-month period.

However, under ASX Listing Rule 7.2 exception 9(b), an issue of Equity Securities by the Company under an employee incentive scheme will not be included in the calculation of the 15% if, within 3 years before the date of issue, holders of Shares have approved the issue of securities under the Plan as an exception to ASX Listing Rule 7.1. So as to not diminish the 15% capacity, the Company seeks approval under ASX Listing Rule 7.2 exception 9(b) so that the issues of Rights under the Plan (and issues of the Shares issued on exercise of the Rights) will not be included in the calculation of the 15% for the purposes of Listing Rule 7.1.

Any person who is an employee of the or an associated body corporate of the Company as determined by the Board from time to time is eligible under the Plan and any Rights granted under the Plan will be at the discretion of the Directors.

A summary of the terms of the Plan is included as Annexure A to this Notice.

Any Rights issued to Directors under the Plan will require separate Shareholder approval under the ASX Listing Rules.

This is the first time the Company has sought approval for issues of securities under the Plan as an exception to Listing Rule 7.1. There have been 3,410,132 securities issued under the plan.

Board Recommendation

As the Directors have an interest in the outcome of Resolution 5, the Directors make no voting recommendation to Shareholders as to how to vote in relation to Resolution 5.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the adoption of the Plan.

RESOLUTION 6

Insertion of proportional takeover provisions in the Constitution

Background to Resolution 6

The Corporations Act permits a company’s constitution to include a provision that enables it to refuse to register Shares acquired under a proportional takeover bid, unless shareholders approve the bid.

The Company’s constitution, which was adopted on 9 May 2007, contained proportional takeover provisions (at clause 12.2). By operation of section 648G(1)(a) of the Corporations Act , these provisions ceased to apply on 9 May 2010, at which time the proportional takeover provisions were deemed to be omitted from the constitution under section 648G(3) of the Corporations Act.

The proportional takeover provisions proposed to be inserted into the Company’s constitution at clause 12.2 are attached to this Explanatory Memorandum as Annexure B.

Section 648G(5) of the Corporations Act requires that the following information be provided to Shareholders when they are considering the inclusion or renewal of proportional takeover provisions in a constitution.

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Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

RESOLUTION 6 continues

a) Proportional takeover bid

A proportional takeover bid is an off-market offer made to each Shareholder for a proportion of that Shareholder’s Shares (i.e. less than 100 per cent).

b) Effect of the proposed proportional takeover provisions

If a proportional takeover bid is made, the Directors must ensure that a general meeting to approve the bid is held more than 14 days before the last day of the bid period, at which Shareholders will consider a resolution to approve the takeover bid.

Each Shareholder will have one vote for each fully paid Share held, with the vote to be decided on a simple majority. The bidder and its associates are not allowed to vote on the resolution. The resolution will be passed if more than 50% of votes are cast in favour of the approval.

If the resolution is not passed at that meeting, then no transfer will be registered and the offer will be taken to have been withdrawn. If the resolution is not voted on by the deadline, then the bid will be taken to have been approved for the purposes of the proportional takeover provisions.

If the bid is approved (or taken to have been approved), all valid transfers must be registered by the Company.

The proposed proportional takeover approval provisions do not apply to full takeover bids and, if resolution 6 is passed, will only apply for three years after the date of passing that resolution, unless renewed under section 648G(4) of the Corporations Act.

c) Reasons

The Directors believe that Shareholders should be entitled to vote on whether a proportional takeover ought to proceed, given that such a bid might otherwise allow control of the Company to change without Shareholders being given the opportunity to sell all of their shares to the bidder. As such, the Shareholders may be exposed to the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium for their Shares.

d) Potential advantages and disadvantages

The Directors consider that the proportional takeover approval provisions have no potential advantages or disadvantages for the Directors because they remain free to make a recommendation on whether a proportional takeover bid should be approved. The potential advantages of the proposed proportional takeover provisions for Shareholders of the Company are:

• Shareholders will be given the right to decide by majority vote whether to accept a proportional takeover bid;

• the provisions may help Shareholders avoid being locked in as a minority and may prevent a bidder acquiring control of the Company without paying an adequate control premium (i.e. paying for all of their Shares);

• the provisions may increase Shareholders’ bargaining power and may help ensure that any bid is adequately priced; and

• knowing the view of the majority of Shareholders may help each individual Shareholder to decide whether to accept or reject the proportional offer.

Some potential disadvantages of the proportional takeover provisions in clause 12.2 for Shareholders include:

• they may discourage proportional takeover bids being made for Shares in the Company;

• Shareholders may lose an opportunity to sell some of their Shares at a premium; and

• the likelihood of a proportional takeover succeeding may be reduced.

d) Increase of substantial interest

As at the date of this Notice, no Director is aware of any proposal to acquire or to increase the extent of a substantial interest in the Company.

Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6 for the insertion of the proportional takeover provision in the Company’s constitution.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 6.

The right of Shareholders to vote on a proportional takeover lessens this risk because it allows the Shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed.

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Annual General Meeting – Explanatory Memorandum

Archer Exploration Limited ABN 64 123 993 233

Definitions

In the Explanatory Memorandum and Notice of Annual General Meeting:

Archer or the Company means Archer Exploration Limited (ABN 64 123 993 233).

ASX means ASX Limited (ABN 98 008 624 691). Board means the board of directors of Archer. Closely Related Party has the same meaning as in the Corporations Act . Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Corporations Regulations means the Corporations Regulations 2001 (Cth). Director means a director of the Company. Equity Securities has the same meaning as in the Listing Rules. Excluded Person means a member of the Key Management Personnel or a Closely Related Party. Key Management Personnel means a member of the key management personnel as disclosed in the Remuneration Report. Listing Rules means the listing rules of ASX. Meeting means the Annual General Meeting of Shareholders to be held at: Level 1, 28 Greenhill Road, Wayville, South Australia 5000, on Wednesday, 5 November 2014 at 10.00 am (Adelaide time). Member or Shareholder means each person registered as the holder of a Share. Notice means this Notice of Annual General Meeting. Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders. Right means a Right to receive a fully paid ordinary share in the Company for each Right at no cost. Resolution means a resolution referred to in this Notice. Share means a fully paid ordinary share in the capital of the Company. VWAP means the volume weighted average market price.

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Annual General Meeting – Explanatory Memorandum

Archer Exploration Limited ABN 64 123 993 233

Annexure A

Key terms and conditions of the plan

1) Eligibility

• a) The Board may, in its absolute discretion, grant Performance Rights to an “Eligible Employee”.

• b) An “Eligible Employee” is a full or part time employee of the Company Group as determined by the Board from time to time, who is invited by the Board to participate in the Plan.

2) Terms

• a) Any invitation by the Board will be on such terms and conditions as the Board determines including without limitation as to criteria, number of Rights that the relevant Eligible Employee may apply for, when and in what circumstances a Right may become a vested performance right and any other criteria to be satisfied, the applicable exercise period, the applicable exercise price and the applicable performance conditions.

3) Rights

• a) A Right entitles its holder to a Share which can be exercised once the Right has become exercisable and provided it has not lapsed.

• b) The Board may determine that certain performance conditions must be satisfied before the Right becomes exercisable.

• c) If the performance conditions are satisfied, the Rights vest and become exercisable.

• d) A Right does not give the holder a legal or beneficial right to Shares.

• e) Rights do not carry any rights or entitlements to dividends, return of capital or voting in shareholder meetings.

• f) A Right does not entitle the holder to participate in any new issues of securities unless, before the record date for determining entitlements under the new issue, that Right has vested, been exercised and a share has been issued in respect of that right.

4) Exercise of Performance Rights

• a) Rights will vest and become exercisable if:

• i) the performance conditions set by the Board at the time of the grant are met;

• ii) an event occurs such as the winding up of the Company; or

• iii) the Board determines that a Right becomes a vested Right.

• b) Once the Rights become exercisable, the holder will need to exercise those rights to acquire Shares.

• c) The exercise of any vested Right granted under the Plan will be effected in the form and manner determined by the Board.

5) Lapse and Forfeiture

• a) The Rights will lapse on its expiry date.

• b) This period may be shortened if the holder ceases to be employed under certain circumstances.

• c) A Share issued on the exercise of a Right will be forfeited or the Board may, in its absolutely discretion determine any unvested Rights to have lapsed and/or where any Shares issued on the exercise of a Right have been sold, require the holder to pay all or part of the net proceeds of that sale to the Company, if in the opinion of the Board, the holder acts fraudulently or dishonestly or is in breach of its obligations.

6) Restrictions

• a) Participants in the Plan are prohibited from transferring Rights without the consent of the Board or in the event of death, mental incapacity or bankruptcy.

• b) Rights will not be listed for quotation on the ASX. Shares issued on exercise of vested Rights will be subject to transfer restrictions as determined by the Board at the time of granting the Right.

• c) In the event of any reconstruction of the issued capital of the Company between the date of allocation of the Rights and the exercise of those rights, the number of Shares to which the holder will become entitled on the exercise of the Right or any amount payable on exercise of the Right will be adjusted as determined by the Board and in accordance with the Listing Rules.

Annual General Meeting – Explanatory Memorandum Archer Exploration Limited ABN 64 123 993 233

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Annexure B

Proportional Takeover Provisions

The following clause 12.2 is inserted into the Company’s constitution:

12.2 Proportional takeover bid

• 1) Registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid is prohibited unless and until a resolution (Approving Resolution)approving the proportional takeover bid is passed in accordance with this clause 12.2.

• 2) A person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the proportional takeover bid was made, held bid class Shares is entitled to:

  • 8) Under the Corporations Act, this clause 12.2 automatically ceases to have effect on that date which is three years after the date of adoption of this Constitution by the Company, unless the Company renews these provisions in accordance with the Corporations Act.

  • 9) For the purposes of this clause 12.2, Approving Resolution Deadline means the day that is the 14th day before the last day of the bid period.

• a) vote on an Approving Resolution; and

• b) has one vote for each bid class Share held.

• 3) Where offers have been made under a proportional takeover bid, the Directors must ensure that an Approving Resolution is voted on at a meeting of the persons described in clause 12.2(2) before the Approving Resolution Deadline.

• 4) An Approving Resolution is passed if more than 50% of the votes cast on the resolution are cast in favour of the resolution, and otherwise is taken to have been rejected.

• 5) The provisions of this Constitution that apply to a general meeting of the Company apply, with such modifications as the circumstances require, to a meeting that is called under this clause 12.2 as if the meeting was a general meeting of the Company.

• 6) If an Approving Resolution to approve the proportional takeover bid is voted on in accordance with this clause 12.2 before the Approving Resolution Deadline, then the Company must, on or before the Approving Resolution Deadline, give:

• a) the bidder; and

• b) each relevant financial market, a written notice stating that an Approving Resolution to approve the proportional takeover bid has been voted on and whether it was passed or rejected.

• 7) If no resolution has been voted on in accordance with this clause as at the end of the day before the Approving Resolution Deadline, a resolution to approve the proportional takeover bid is taken, for the purposes of this clause, to have been passed in accordance with this clause.

Archer Exploration Limited ABN 64 123 993 233 Level 1, 28 Greenhill Road Wayville, SA 5034 Australia Telephone +61 (0)8 8272 3288 Facsimile +61 (0)8 8272 3888 info@archerexploration.com.au www.archerexploration.com.au

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Archer Exploration Limited

ABN: 64 123 993 233

Lodge your vote:

• By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 738 349 (outside Australia) +61 3 9415 4649

Proxy Form

 For your vote to be effective it must be received by 10:00 am (Adelaide time) on Monday 3 November 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

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

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

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Your secure access information is:

SRN/HIN:

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Archer Exploration Limited hereby appoint

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the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Archer Exploration Limited to be held at Level 1, 28 Greenhill Road, Wayville South Australia 5034 on Wednesday, 5 November 2014 at 10:00 am (Adelaide time ) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1 & 5 (except where I/we have indicated a different voting intention below) even though Items 1 & 5 connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1 & 5 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS

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1 Remuneration Report

• 2 Re-election of Alice McCleary as a Director

SPECIAL BUSINESS

• 3 Subsequent Approval of Securities Issued

• 4 Approval of 10% Additional Placement Capacity

• 5 Adoption of Performance Rights Plan

• 6 Insertion of proportional takeover provisions in the constitution

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

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

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