ARCHER MATERIALS LIMITED — Proxy Solicitation & Information Statement 2017

May 3, 2017

Notice of General Meeting

Archer Exploration Limited (ACN 123 993 233)

Notice is hereby given that a General Meeting ( Meeting ) of the shareholders of Archer Exploration Limited will be held:

Date: Friday, 23 June 2017

Time: 10:00 am (Adelaide time)

Venue: Level 1, 28 Greenhill Road, Wayville South Australia 5034

The business to be considered at the Meeting is set out below and in the attached Explanatory Statement which should be read in conjunction with this Notice of Meeting.

Business

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

Resolution 1 – Subsequent approval of previous issue of Placement Shares (Listing Rule 7.1)

‘That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue and allotment of 16,387,176 Shares issued under Listing Rule 7.1 and on the basis set out in the Explanatory Statement.”

Resolution 2 – Subsequent approval of previous issue of Placement Shares (Listing Rule 7.1A)

‘That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue and allotment of 10,612,824 Shares issued under Listing Rule 7.1A and on the basis set out in the Explanatory Statement.”

Voting Restrictions

The Company will disregard any votes cast on Resolutions 1 and 2 by any person who participated in the Placement and any of their associates.

Before the above voting exclusions apply, 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.

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Notes

• The Board has determined under regulation 7.11.37 Corporations Regulations, that only registered holders of Shares as at 7:00pm (Sydney time) on 21 June 2017 are entitled to attend and vote at the Meeting.

• A Shareholder who is entitled to attend and cast a vote at the General Meeting is entitled to appoint a proxy or proxies to attend or vote on the Shareholder’s behalf. A proxy need not be a Shareholder.

• A Shareholder entitled to cast two or more votes may appoint up to two proxies and may specify the proportion of votes that each proxy may exercise. If the appointment does not specify the proportion, then each proxy may exercise half of the votes able to be cast by the appointing Shareholder.

• Shareholders wishing to appoint a proxy should follow the instructions on the proxy form included with this Notice of General Meeting and to be effective, the completed proxy form must be received by the Company by no later than 10.00 am (Adelaide time) on 21 June 2017 by :

  • Online : Enter the control number, SRN/HIN and postcode shown on the first page of the proxy form at www.investorvote.com.au

  • Mail : Archer Exploration Limited C/- Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia; or

  • Fax : Archer Exploration Limited C/- Computershare Investor Services Pty Limited (within Australia) 1800 783 447 (outside Australia) +613 9473 2555.

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

• A Shareholder that is a body corporate may appoint a representative (Corporate Representative) to attend in accordance with the Corporations Act .

Corporate Representatives or Shareholders with queries on how to complete the proxy form should contact the Company Secretary on (08) 8272 3288 during business hours.

By order of the Board

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Damien Connor Company Secretary 28 April 2017

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Explanatory Statement

This Explanatory Statement forms part of the Notice of Meeting and has been prepared to provide Shareholders with information on the Resolutions being considered.

Resolutions

Resolutions 1 and 2: Subsequent approval of previous issue of Placement Shares (Listing Rules 7.1 and 7.1A)

Background

On 1 March 2017, Archer announced that it had issued 27,000,000 Shares at $0.07 per Share ( Placement Shares ) to sophisticated and professional investors under a share placement to raise $1,890,000 (before costs). The Placement Shares were issued without Shareholder approval under the Company’s 15% placement capacity under Listing Rule 7.1 and 10% Additional Placement Capacity (approved at 2016 Annual General Meeting) under Listing Rule 7.1A.

Resolution 1 seeks ratification of the issue of 16,387,176 Placement Shares issued under the Company’s placement capacity pursuant to Listing Rule 7.1. Resolution 2 seeks ratification of the issue of 10,612,824 Placement Shares issued under the Company’s placement capacity pursuant to Listing Rule 7.1A.

ASX Listing Rules

ASX Listing Rules 7.1 and 7.1A allow the Company to issue new Equity Securities up to 15% and 10% respectively, of the existing capital of the Company, in any 12 month period without the prior approval of Shareholders. The Placement Shares were issued within these limitations.

Under Listing Rule 7.4, an issue of Securities under Listing Rule 7.1 or 7.1A will be treated as having been made with the approval of Shareholders if the issue did not breach the Listing Rules and Shareholders subsequently approve the issue of the Securities. The Company confirms that the issue of the Placement Shares did not breach Listing Rule 7.1 or 7.1A.

The Company is now seeking Shareholder ratification for the issue of the Placement Shares, in accordance with Listing Rule 7.4. If Resolution 1 is approved, then the Company’s 15% placement capacity under Listing Rule 7.1 will be refreshed. If Resolution 2 is approved, then the Company’s 10% placement capacity under Listing Rule 7.1A will be refreshed.

The Company provides the following information, as required by Listing Rule 7.5:

• (a) A total of 27,000,000 Placement Shares were issued: 16,387,176 Placement Shares were issued under Listing Rule 7.1 and the remaining 10,612,824 Placement Shares were issued under Listing Rule 7.1A.

• (b) The Placement Shares were issued at a price of $0.07 per Placement Share.

• (c) The Placement Shares are fully paid ordinary shares and rank equally with other Shares on issue.

• (d) The Placement Shares were issued to sophisticated and professional investor clients of Taylor Collison Stockbrokers, none of whom are related parties of the Company

• (e) The purpose of the funds raised upon issue of Placement Shares was to commence preparatory work for the Ketchowla drilling program and to accelerate cobalt focused exploration activities at Polinga, Broken Hill and on the Company’s other tenements and for general working capital purposes.

• (f) A voting exclusion statement for both Resolutions is included on page 1 of this Notice.

Board Recommendation

The Directors recommend that Shareholders vote IN FAVOUR of Resolutions 1 and 2.

The Chairman of the Meeting intends to vote all undirected proxies IN FAVOUR of Resolutions 1 and 2.

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Definitions

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.

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.

Listing Rules means the listing rules of ASX.

Meeting means the General Meeting of Shareholders to be held at Level 1, 28 Greenhill Road, Wayville South Australia 5034, on 23 June 2017 at 10.00 am (Adelaide time).

Member or Shareholder means each person registered as the holder of a Share.

Notice means this Notice of General Meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

Resolution means a resolution referred to in this Notice.

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

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