AUSGOLD LIMITED — Proxy Solicitation & Information Statement 2016

Apr 7, 2016

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AUSGOLD LIMITED ABN 67 140 164 496

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date: Friday 6 May 2016 Time: 10.00am AWST Venue: Level 1, AMP Building 140 St Georges Terrace Perth, WA 6000

These documents should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting

ABN: 67 140 164 496 Level 16, AMP Building, 140 St Georges Terrace, Perth WA 6000 T: 08 9220 9890 F: 08 9220 9820 E: info@ausgoldlimited.com W: www.ausgoldlimited.com

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AUSGOLD LIMITED

(ABN 67 140 164 496)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Ausgold Limited will be held at Level 1, AMP Building, 140 St Georges Terrace, Perth WA 6000 on Friday 6 May 2016 at 10.00 am (AWST) to conduct the following business and to consider, and if thought fit, to pass the following Resolution.

Defined terms used in this Notice and Explanatory Memorandum have the meaning given in the Glossary.

AGENDA

ORDINARY BUSINESS

RESOLUTION 1 – RATIFY ALLOTMENT OF SHARES

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

“That for the purpose of ASX Listing Rule 7.4 and all other purposes, the allotment on 14 March 2016 of a total of 26,000,000 fully paid ordinary shares in the Company on the terms described in the explanatory memorandum which accompanied the notice convening this meeting be and is hereby ratified”.

Voting exclusion statement:

For the purpose of Listing Rule 7.5.6, and for all other purposes, the Company will disregard any votes cast on this Resolution 1 by any individual who participated in the issue and any of his or her associates.

However, the Company will 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.

PROXIES

In accordance with section 249L of the Corporations Act 2001, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company;

• a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act 2001, each proxy may exercise one-half of the votes.

NOTICE OF GENERAL MEETING 6 MAY 2016

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In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of receipt of proxy appointments:

Registered Office: Ausgold Limited Level 16, AMP Building, 140 St George Terrace, Perth WA 6000 Facsimile Number: (08) 9220 9820 Postal Address: PO Box 7654, Cloisters Square, Perth WA 6850

Each member entitled to vote at the general meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the meeting (proxy forms can be lodged by facsimile).

In accordance with regulation 7.11.38 of the Corporations Regulations 2001, the Company determines that shares held as at 10.00 am on Monday 4 May 2016 will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time.

By Order of the Board

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D I Rakich Director

5 April 2016

The Notice of Meeting, Explanatory Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

NOTICE OF GENERAL MEETING 6 MAY 2016

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AUSGOLD LIMITED

(ABN 67 140 164 496)

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of Ausgold in connection with the business to be transacted at the General Meeting of the Company to be held on Friday 6 May 2016 at 10.00am.

At that meeting, shareholders will be asked to consider a resolution to:

• Ratify the allotment of shares.

The purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to shareholders in deciding whether or not to pass that resolution. The Explanatory Memorandum explains the resolution and identifies the Board’s reasons for putting it to shareholders. It should be read in conjunction with the accompanying Notice of Meeting.

2. RESOLUTION 1 – RATIFY ALLOTMENT OF SHARES

On 14 March 2016 the Company issued a total of 26,000,000 shares. The issue raised A$910,000.

The purpose of this issue was to fund the Company’s drilling programme at the Katanning Gold Project and to provide additional working capital.

Listing Rule 7.1 prohibits a company from issuing shares and options representing more than 15% of its expanded capital in any 12 month period without first obtaining shareholder approval.

Listing Rule 7.4 allows a company to seek ratification by shareholders of an issue of shares and options which has been made without approval under Listing Rule 7.1 provided the issue did not breach Listing Rule 7.1.

As the issue the subject of resolution 1 was not in breach of Listing Rule 7.1 and was not previously approved by shareholders, the Board now seeks shareholder ratification of that issue pursuant to Listing Rule 7.4.

The effect of passing resolution 1 will be to refresh the Company’s 15% capacity under Listing Rule 7.1 to the extent of the 26,000,000 Shares issued on 14 March 2016.

The Board considers that this is a timely and cost effective opportunity to put resolution 1 to shareholders at the General Meeting.

For the purposes of Listing Rule 7.5, the following information is provided in relation to resolution 1:

• (1) The total number of Shares issued was 26,000,000 Shares.

• (2) The Shares were issued at a price of 3.5 cents each as consideration. The Shares rank equally in all respects with the Company's existing Shares.

• (3) The Shares were issued to professional and sophisticated investors unrelated to the Company.

• (4) The purpose of this issue was to fund the Company’s drilling programme at the Katanning Gold Project and to provide additional working capital.

NOTICE OF GENERAL MEETING 6 MAY 2016

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3. GLOSSARY

The following terms and abbreviations used in this Explanatory Memorandum have the following meanings:

$

means Australian Dollars.

Act or Corporations Act means the Corporations Act 2001 (Cth).

ASIC Australian Securities and Investments Commission.

Associate

Has the meaning given to it by Division 2 of Part 1.2 of the Corporations Act.

ASX

ASX Limited (ACN 008 624 691).

ASX Listing Rules or Listing Rules the Official Listing Rules of ASX, as amended from time to time.

Board

the board of directors of the Company.

Business Day

means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chairperson

the person appointed to chair the Meeting convened by the Notice.

Closely Related Party means:

• (a) a spouse or child of the member;

• (b) a child of the member's spouse;

• (c) a dependent of the member or the member's spouse;

• (d) anyone else who is one of the member's family and may be expected to influence the member or be influenced by the member, in the member's dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company or Ausgold

Ausgold Limited (ABN 67 140 164 496).

Constitution

means the Company’s constitution.

Corporations Regulations

Corporations Regulations 2001 (Cth) as amended from time to time.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

NOTICE OF GENERAL MEETING 6 MAY 2016

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Explanatory Memorandum	the explanatory memorandum which accompanies and
	forms part of the Notice of Meeting.
GM or General Meeting	the general meeting of the Company to be held on Friday 6
	May 2016.
Notice of Meeting	the notice convening the GM which accompanies this
	Explanatory Memorandum.
Proxy Form	the proxy form which accompanies this Explanatory
	Memorandum.
SharesorAusgold Shares	fully paid ordinary shares in the Company.
Shareholder	a registered holder of a share.

NOTICE OF GENERAL MEETING 6 MAY 2016

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PROXY FORM

The Company Secretary Ausgold Limited Level 16, AMP Building 140 St Georges Terrace PERTH WA 6000

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

(Full Name – Block Letters)

of …………………………………………………………………………………………………………………………………………………………………………………………………… being a member of Ausgold Limited hereby appoint

…………………………………………………………………………………………………………………….. to exercise ………………………% of my/our voting rights (Name of 1[st] Proxy)

………………………………………………………………………………………………………………………. to exercise ………………………% of my/our voting rights (2[nd] Proxy - Optional)

or in his/her absence, or if no person is named, the Chairman of the meeting as my/our proxy/proxies to act generally and vote on my/our behalf at the General Meeting of the Company to be held at 10.00am on Friday 6 May 2016 and at any adjournment thereof in accordance with this Proxy Form.

The Chairman of the meeting will act as your proxy if you do not appoint someone. It is the Chairman’s intention to exercise all undirected proxies in favour of the resolution.

If the Chairman is appointed as your proxy (either expressly or by default) and you do not wish to direct your proxy how to vote, please place a mark in this box 

If you do not mark the box above, and you have not directed your proxy how to vote, then in respect of resolution the Chairman will not cast your votes and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

RESOLUTION

1. Ratify the allotment of shares

FOR AGAINST ABSTAIN   

*** If you mark the “Abstain” box with an “X” for the resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority.**

Date:……….…………………………………….2016.

………………………………………………………………… ………………………………………………………………………… Signature of Member Signature of Joint Member

Or if a company:

THE COMMON SEAL OF …………………………………………. ) was affixed in the presence of, and the sealing is attested by: )

………………………………………………………………… ……………………………………..…………………………………… Director/Secretary Director

Or if a company with no common seal: EXECUTED by authority of its directors

……………………………………………………………….. …………………………………………………………. Director Director / Company Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• (1) A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies.

• (2) Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. If that proportion is not specified, each proxy may exercise one-half of the member’s voting rights.

• (3) A proxy need not be a member of the Company.

Forms to appoint proxies and the Power of Attorney (if any) under which it is signed or an office copy or notarially certified copy thereof must be deposited with the Company at the registered office, Level 16, AMP Building, 140 St Georges Terrace, Perth WA 6000 or faxed to the Company (Fax No: (08) 9220 9820 and for overseas shareholders: (618) 9220 9820), not less than 48 hours before the time for holding the meeting. A proxy presented by a company should be under the common seal of that company.