AUSGOLD LIMITED

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AUSGOLD LIMITED ABN 67 140 164 496

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date: Thursday 3 August 2017 Time: 11.00 am 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: [email protected] W: www.ausgoldlimited.com

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(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 Thursday 3 August 2017 at 11.00 am (AWST) to conduct the following business and to consider, and if thought fit, to pass the following Resolutions.

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

AGENDA

ORDINARY BUSINESS

RESOLUTION 1 – RATIFY ISSUE 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, Shareholders approve and ratify the issue on 8 December 2016 of a total of 22,857,144 fully paid ordinary shares in the Company on the terms described in the explanatory memorandum which accompanied the notice convening this meeting.”

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 person who participated in the issue and any Associates of that person.

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.

RESOLUTION 2 – RATIFY THE ISSUE OF OPTIONS TO ZENIX NOMINEES PTY LTD

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, Shareholders approve and ratify the issue on 6 February 2017 of a total of 10,000,000 Options in the Company to Zenix Nominees Pty Ltd on the terms described in the explanatory memorandum which accompanied the notice convening this meeting.”

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 2 by Zenix Nominees Pty Ltd and any of its 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.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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RESOLUTION 3 – RATIFY THE ISSUE OF OPTIONS UNDER THE COMPANY’S SHARE PURCHASE PLAN

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, Shareholders approve and ratify the issue on 2 May 2017 of a total of 5,440,000 Options in the Company on the terms described in the explanatory memorandum which accompanied the notice convening this meeting.”

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 3 by any person who participated in the issue and any Associate of that person.

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.

RESOLUTION 4 – RATIFY ISSUE OF SHARES TO CHALICE GOLD MINES LIMITED

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, Shareholders approve and ratify the issue on 8 June 2017 of a total of 40,000,000 fully paid ordinary shares in the Company to Chalice Gold Mines Limited on the terms described in the explanatory memorandum which accompanied the notice convening this meeting.”

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 4 by Chalice Gold Mines Limited and any of its 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.

RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO DR MATTHEW GREENTREE

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, Shareholders approve the issue of 10,000,000 Options to Dr Matthew Greentree, the Chief Executive Officer of the Company (or his nominee), such Options to be issued on the terms and conditions set out in the explanatory memorandum which accompanied the notice convening this meeting.”

Voting exclusion statement :

In accordance with Listing Rule 7.3.8 and for all other purposes, the Company will disregard any votes cast on Resolution 5 by or on behalf of:

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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a) Dr Matthew Greentree;
b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 5 is passed; and
c) any Associate or nominee of the abovementioned person.

However, the Company will not disregard any votes cast on Resolution 5 by such person if:

a) it is cast by the person as proxy for a person who is entitled to vote, in 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.

The Company will also disregard any votes cast on Resolution 5 by any member of the Key Management Personnel of the Company, or a closely related party of such member, acting as proxy if their appointment does not specify the way the proxy is to vote on Resolution 5. However, the Company will not disregard any votes cast on Resolution 5 by such person if:

a) the proxy form specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
b) the person is the Chairman of the Meeting voting an undirected proxy and their appointment expressly authorises the Chairman to exercise the proxy even though Resolution 5 is connected with the remuneration of the Key Management Personnel of the Company.

RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO CHALICE GOLD MINES LIMITED

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, Shareholders approve the issue of up to 15,000,000 Shares and 10,000,000 Options to Chalice Gold Mines Limited on the terms and conditions set out in the explanatory memorandum which accompanied the notice convening this meeting.”

Voting exclusions statement:

In accordance with Listing Rule 7.3.8 and for all other purposes, the Company will disregard any votes cast on Resolution 6 by Chalice Gold Mines Limited and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 6 is passed, and any Associates of such a person.

However, the Company need not disregard a vote if:

a) it is cast by such a person as a 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.

RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO MR NEIL FEARIS

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 and for all other purposes, Shareholders approve the issue of 200,000 Options to Mr Neil Fearis, a Director of the Company (or his nominee), such Options to be issued on the terms and conditions set out in the explanatory memorandum which accompanied the notice convening this meeting.”

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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Voting exclusion statement :

In accordance with Listing Rule 10.13.6 and for all other purposes, the Company will disregard any votes cast on Resolution 7 by or on behalf of:

a) Mr Neil Fearis;
b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 7 is passed; and
c) any Associate or nominee of the abovementioned person.

However, the Company will not disregard any votes cast on Resolution 7 by such person if:

a) it is cast by the person as proxy for a person who is entitled to vote, in 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.

RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS TO MR RICHARD LOCKWOOD

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 and for all other purposes, Shareholders approve the issue of 200,000 Options to Mr Richard Lockwood, a Director of the Company (or his nominee), such Options to be issued on the terms and conditions set out in the explanatory memorandum which accompanied the notice convening this meeting.”

Voting exclusion statement :

In accordance with Listing Rule 10.13.6 and for all other purposes, the Company will disregard any votes cast on Resolution 8 by or on behalf of:

a) Mr Richard Lockwood;
b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 8 is passed; and
c) any Associate or nominee of the abovementioned person.

However, the Company will not disregard any votes cast on Resolution 8 by such person if:

a) it is cast by the person as proxy for a person who is entitled to vote, in 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.

RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO MR DENIS RAKICH

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 and for all other purposes, Shareholders approve the issue of 200,000 Options to Mr Denis Rakich, a Director of the Company (or his nominee), such Options to be issued on the terms and conditions set out in the explanatory memorandum which accompanied the notice convening this meeting.”

Voting exclusion statement :

In accordance with Listing Rule 10.13.6 and for all other purposes, the Company will disregard any votes cast on Resolution 9 by or on behalf of:

a) Mr Denis Rakich;
b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 9 is passed; and

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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c) any Associate or nominee of the abovementioned person.

However, the Company will not disregard any votes cast on Resolution 9 by such person if:

a) it is cast by the person as proxy for a person who is entitled to vote, in 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.

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 5.00pm AWST on Tuesday 1 August 2017 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

30 June 2017

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 3 AUGUST 2017

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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 Thursday 3 August 2017 at 11.00am.

At that meeting, Shareholders will be asked to consider the following resolutions to:

Ratify the issue of shares to professional and sophisticated investors;
Ratify the issue of Options to Zenix Nominees Pty Ltd;
Ratify the issue of Options under the Company’s recent share purchase plan;
Approve the issue of Options to Dr Matthew Greentree (Chief Executive Officer of the Company);
Ratify the issue of Shares to Chalice Gold Mines Limited, and approve a further issue of securities to Chalice Gold Mines Limited; and
Approve the issue of Options to directors of the Company.

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 the resolutions. The Explanatory Memorandum explains the resolutions and identifies the Board’s reasons for putting them to Shareholders. It should be read in conjunction with the accompanying Notice of Meeting.

2. RESOLUTION 1 – RATIFY ISSUE OF SHARES

On 8 December 2016 the Company issued a total of 22,857,144 Shares to professional and sophisticated investors unrelated to the Company. The issue raised A$800,000.

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, broadly, a company from issuing Equity Securities 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 securities 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 22,857,144 Shares issued on 8 December 2016.

The Board considers that this is a timely and cost effective opportunity to put Resolution 1 to Shareholders at the General Meeting and recommends that Shareholders vote in favour of Resolution 1.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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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 22,857,144 Shares.
(2) The Shares were issued at a price of 3.5 cents each. The Shares are fully paid ordinary shares in the capital of the Company and 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.
(5) A voting exclusion statement for Resolution 1 is included in the Notice of Meeting preceding this Explanatory Memorandum.

3. RESOLUTION 2 – RATIFY ISSUE OF OPTIONS TO ZENIX NOMINEES PTY LTD

On 9 February 2017 the Company issued a total of 10,000,000 Options to Zenix Nominees Pty Ltd, as consideration for the provision of corporate advisory capital raising services pursuant to an agreement dated 23 September 2016.

The Options are exercisable into ordinary fully paid shares upon payment of $0.0525 per Option any time up to 6 February 2020 being the expiry date.

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

As the issue the subject of Resolution 2 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 2 will be to refresh the Company’s 15% capacity under Listing Rule 7.1 to the extent of the 10,000,000 Options issued on 9 February 2017.

The Board considers that this is a timely and cost effective opportunity to put Resolution 2 to Shareholders at the General Meeting and recommends that Shareholders vote in favour of Resolution 2.

For the purposes of Listing Rule 7.5, the following information is provided in relation to Resolution 2:

(1) The total number of Options issued was 10,000,000.
(2) The Options were issued for nil cash consideration, for the provision of corporate advisory and capital raising services pursuant to an agreement dated 23 September 2016.
(3) The Options were issued to Zenix Nominees Pty Ltd, a nominee of Hartleys Limited.
(4) The Options are exercisable at $0.0525 each on or before 6 February 2020. The full terms of the Options are set out in Appendix A. The Options are not quoted.
(5) No funds were raised from the issue as the Options were issued as consideration for the provision of corporate advisory and capital raising services.
(6) A voting exclusion statement for Resolution 2 is included in the Notice General Meeting preceding this Explanatory Memorandum.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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4. RESOLUTION 3 – RATIFY ISSUE OF OPTIONS UNDER THE COMPANY’S SHARE PURCHASE PLAN

On 2 May 2017 the Company issued a total of 6,040,000 Options as free attaching Options to those Shareholders who subscribed to the Company’s Share Purchase Plan ( Plan ) which closed on 19 April 2017. The Options were issued on the basis of 2 Options for every 5 shares subscribed for in the Plan. Of this, 600,000 Options were issued to Directors which have subsequently been cancelled (further details of this are provided in this Explanatory Memorandum relating to Resolutions 7, 8 and 9).

The Options were issued free of charge, are exercisable into ordinary fully paid shares upon payment of $0.05 per Option any time up to 30 March 2019 being the expiry date.

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

As the issue the subject of Resolution 3 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 3 will be to refresh the Company’s 15% capacity under Listing Rule 7.1 to the extent of the 5,440,000 Options issued on 2 May 2017.

The Board considers that this is a timely and cost effective opportunity to put Resolution 3 to Shareholders at the General Meeting and recommends that Shareholders vote in favour of Resolution 3.

For the purposes of Listing Rule 7.5, the following information is provided in relation to Resolution 3:

(1) The total number of Options issued for which the Company seeks ratification under Resolution 3 is 5,440,000.
(2) The Options were issued for a nil issue price, are exercisable at $0.05 each and expire on 30 March 2019. The full terms of the Options are set out in Appendix B. The Options are not quoted.
(3) The Options were issued to those Shareholders who subscribed to the Plan on the basis of 2 Options for every 5 shares subscribed for under the share purchase plan.
(4) No funds were raised from the issue as the Options were issued as free attaching Options in connection with the Plan.
(5) A voting exclusion statement for Resolution 3 is included in the Notice of General Meeting preceding this Explanatory Memorandum.

5. RESOLUTION 4 – RATIFY ISSUE OF SHARES TO CHALICE GOLD MINES LIMITED

On 8 June 2017 the Company issued a total of 40,000,000 Shares to Chalice Gold Mines Limited of which 32,750,000 Shares were issued pursuant to Listing Rule 7.1A and 7,250,000 Shares were issued pursuant to Listing Rule 7.1. The issue raised A$1,000,000.

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

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

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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As the issue the subject of Resolution 4 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 4 will be to refresh the Company’s placement capacity under Listing Rule 7.1 to the extent of the 7,250,000 Shares, and under Listing Rule 7.1A to the extent of the 32,750,000 Shares, issued on 8 June 2017.

The Board considers that this is a timely and cost effective opportunity to put Resolution 4 to Shareholders at the General Meeting and recommends that Shareholders vote in favour of Resolution 4.

For the purposes of Listing Rule 7.5, the following information is provided in relation to Resolution 4:

(1) The total number of Shares issued was 40,000,000 Shares.
(2) The Shares were issued at a price of 2.5 cents each.
(3) The Shares are fully paid ordinary shares and rank equally in all respects with the Company's existing Shares.
(4) The Shares were issued to Chalice Gold Mines Limited, a professional investor unrelated to the Company.
(5) The purpose of this issue was to fund the Company’s exploration and development programmes at the Katanning Gold Project, and to provide additional working capital.
(6) A voting exclusion statement for Resolution 4 is included in the Notice of General Meeting preceding this Explanatory Memorandum.

6. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO MATTHEW GREENTREE

The Company proposes to issue 10,000,000 Options to Dr Matthew Greentree, the Chief Executive Officer of the Company.

The proposed grant of Options to Dr Greentree or his nominee(s) is pursuant to the terms of his employment contract entered into on 10 April 2017. Options were included in the employment contract as part of Dr Greentree’s overall remuneration package, to encourage his involvement in the achievement of the Company’s objectives and to provide an incentive for him to strive to benefit from the future growth and prosperity of the Company.

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

The issue of Options pursuant to Resolution 5 will exceed the Company’s 15% placement capacity under Listing Rule 7.1. Resolution 5 therefore seeks Shareholder approval under Listing Rule 7.1 to issue the Options.

Based on the Board’s approval of Dr Greentree’s employment contract and in accordance with the Company’s remuneration policies, the Board has determined that it is appropriate to issue the Options the subject of Resolution 5 to Dr Greentree or his nominee(s) on the terms set out in this Explanatory Memorandum and, accordingly, recommends that Shareholders vote in favour of Resolution 5.

Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided to Shareholders:

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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(1) the Options will be issued to Dr Greentree or his nominee(s);
(2) the total number of Options to be issued under Resolution 5 is 10,000,000;
(3) the Options will be issued on the terms and conditions in Appendix C;
(4) the Options will be issued as soon as practicable after the General Meeting but in any event not later than three months after the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). The Company expects to issue all of the Options on the same date, however the exact date of issue is unknown at this stage;
(5) the Options will be granted for nil cash consideration as part of Dr Greentree’s remuneration package;
(6) a voting exclusion statement for this Resolution 5 is included in the Notice of General Meeting preceding this Explanatory Memorandum;
(7) no funds will be raised by the issue of Options.

7. RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO CHALICE GOLD MINES LIMITED

On 6 June 2017, the Company announced that it entered into a transaction with Chalice Gold Mines Limited ( Chalice ) whereby the Company agreed to acquire the Dumbleyung Gold Project from Chalice for consideration comprising:

15,000,000 Shares; and
10,000,000 Options exercisable at a price of 3.5 cents each, expiring 2 years after the date of the grant,
(collectively, the Consideration Securities ).

The Shares proposed to be issued to Chalice will be subject to an escrow period of 12 months from the date of issue.

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

The Consideration Securities proposed to be issued to Chalice, for which approval is sought under Resolution 6, will exceed the Company’s 15% placement capacity under Listing Rule 7.1. Resolution 6 therefore seeks Shareholder approval under Listing Rule 7.1 to issue the Consideration Securities to Chalice.

The acquisition of the Dumbleyung Gold Project from Chalice builds on the Company’s existing ground holding in Western Australia and the Board considers this acquisition to be an important transaction for the Company. Accordingly, the Board recommends that Shareholders vote in favour of Resolution 6.

Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

(1) The Company proposes to issue up to:
(i) 15 million Shares; and
(ii) 10 million Options.
(2) The Consideration Securities will be issued as soon as possible following the Meeting, upon completion of the acquisition of the Dumbleyung Gold Project, but in any case 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 Listing Rules).

The Company expects to issue all of the Consideration Securities on the same date, however the exact date of issue is unknown at this stage.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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(3) The Consideration Securities are being issued to Chalice as consideration for the acquisition of the Dumbleyung Gold Project and accordingly no cash consideration is payable. The deemed issue price for the Shares, which is based on the issue price for the placement of Shares to Chalice on 8 June 2017, is $0.025 per Share. The Options are exercisable at $0.035 each.
(4) The Consideration Securities will be issued to Chalice, an unrelated party of the Company. (5) Terms of the securities
(i) The Shares to be issued will be fully paid ordinary shares in the Company and will rank equally in all respects with all of the Company’s existing Shares on issue. The Company intends to apply to ASX for official quotation of the Shares. The Shares proposed to be issued to Chalice will be subject to an escrow period of 12 months from the date of issue.
(ii) The Options to be issued are exercisable at $0.035 each, expiring two years after the date of grant. Shares issued upon the exercise of the Options will rank equally in all respects with all of the existing Shares then on issue. The full terms of the Options are set out in Appendix D of this Explanatory Memorandum.
(6) No funds are being raised as the Consideration Securities are being issued to Chalice as consideration for the acquisition of the Dumbleyung Gold Project.
(7) A voting exclusion statement for Resolution 6 is included in the Notice of General Meeting preceding this Explanatory Memorandum.

RESOLUTION 7, 8, AND 9 – APPROVAL TO ISSUE OPTIONS TO DIRECTORS

As discussed above in the Explanatory Memorandum to Resolution 3, the Company has recently undertaken the Plan for the issue of Shares and free attaching Options to existing Shareholders.

Listing Rule 10.11 provides a general restriction against issuing securities to directors without Shareholder approval, unless an exception applies. Directors Mr Neil Fearis, Mr Richard Lockwood and Mr Denis Rakich, as Shareholders, were eligible to participate in the Plan to apply for Shares, without the need for Shareholder approval, pursuant to Listing Rule 10.12 (Exception 8). The free attaching Options cannot however be issued to Messrs Fearis, Lockwood and Rakich without Shareholder approval.

On 2 May 2017 the Company inadvertently issued 200,000 free attaching Options to each of Messrs Fearis, Lockwood and Rakich (being their respective entitlements under the Plan) without prior Shareholder approval. The Company has since cancelled these Options.

Accordingly, for the purposes of Listing Rule 10.11, the Company seeks Shareholder approval for the issue of the Options the subject of Resolutions 7, 8 and 9 (being 200,000 Options to each of Messrs Fearis, Lockwood and Rakich).

Chapter 2E of the Corporations Act regulates the provision of “financial benefits” to “related parties” by a public company. Chapter 2E prohibits a public company from giving a financial benefit to a related party of the public company unless either:

a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or b) prior shareholder approval is obtained to the giving of the financial benefit.

A “related party” is widely defined under the Corporations Act, and includes the directors of the company. As such, Messrs Fearis, Lockwood and Rakich are each related parties of the Company for the purposes of Section 208 of the Corporations Act.

The issue of the Options under Resolution 7, 8 and 9 constitutes the provision of a financial benefit to a related party.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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The Directors (other than Mr Neil Fearis in respect of Resolution 7, Mr Richard Lockwood in respect of Resolution 8 and Mr Denis Rakich in respect of Resolution 9) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issues of Options as the Options will be issued on the same terms as those issued to unrelated parties of the Company under the terms of the Plan. Accordingly, the issues are considered to be on arm’s length terms.

Nonetheless, Listing Rule 10.11 requires Shareholder approval to be obtained for the issue of the Options, as outlined above.

As approval of Shareholders is being sought pursuant to Listing Rule 10.11.2, under Listing Rule 7.2 Exception 14, approval under Listing Rule 7.1 is not required.

Listing Rule 10.13

In accordance with Listing Rule 10.13, the following information is provided to Shareholders:

(1) the Options will be issued to the following Directors, as subscribers for Shares under the Plan:
(a) in respect of Resolution 7, to Mr Neil Fearis or his nominee(s);
(b) in respect of Resolution 8, to Mr Richard Lockwood or his nominee(s); and
(c) in respect of Resolution 9, to Mr Denis Rakich or his nominee(s);
(2) the total number of Options to be issued under:
(a) Resolutions 7 is 200,000;
(b) Resolutions 8 is 200,000; and
(c) Resolutions 9 is 200,000;
(3) the Options will be issued for a nil issue price, are exercisable at $0.05 each and expire on 30 March 2019. The full terms of the Options are set out in Appendix B. The Options will not be quoted;
(4) the Options will be issued as soon as practicable after the General Meeting but in any event not later than one month after the General Meeting;
(5) the Options will be granted for nil cash consideration as the Options will be issued as free attaching Options in connection with the Plan;
(6) voting exclusion statements for each of Resolutions 7, 8 and 9 are included in the Notice of General Meeting preceding this Explanatory Memorandum;
(7) no funds will be raised by the issue of Options.

8. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the resolutions set out in the Notice of Meeting.

Attached to the Notice of Meeting is a Proxy Form for use by Shareholders. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to complete, sign and return the Proxy Form to the Company in accordance with the instructions contained in the Proxy Form and the Notice of Meeting. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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APPENDIX ‘A’– TERMS AND CONDITIONS OF OPTIONS ISSUED TO ZENIX NOMINEES PTY LTD (RESOLUTION 2)

Each Option entitles the holder to subscribe for and be allotted one Share.
The Options are exercisable ( Exercise Price ) at 5.25 cents each.
The Options will expire at 5.00 pm WST on 6 February 2020 (the Expiry Date ). The Options are exercisable by notice in writing to the Company accompanied by payment of the Exercise Price.
The Options may be exercised at any time on or before the Expiry Date.
The Options are not transferable but no application will be made to ASX for Official Quotation of the Options.
Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
Shares issued upon exercise of the Options will rank pari passu in all respects with Company’s fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all shares issued upon the exercise of Options within 3 business days after the date of allotment of those shares.
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Options. However, the Company must give notice to each Option holder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. This will give Option holders the opportunity to exercises their Options prior to the date for determining entitlements to participate in any such issue.
There are no rights to a change in the Exercise Price, or in the number of Shares over which the Options can be exercised, in the event of a pro rata issue or a bonus issue by the Company prior to the exercise of any Options.
In the event of any re-organisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the re-organisation.
The Company will, at least 20 business days before the Expiry Date, send notices to the Option holders containing the information required under the ASX Listing Rules then applicable.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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APPENDIX ‘B’– TERMS AND CONDITIONS OF OPTIONS UNDER THE COMPANY’S SHARE PURCHASE PLAN (RESOLUTION 3, 7, 8 AND 9)

Each Option entitles the holder to subscribe for and be allotted one Share.
The Options are exercisable ( Exercise Price ) at 5 cents each.
The Options will expire at 5.00 pm WST on 30 March 2019 (the Expiry Date ). The Options are exercisable by notice in writing to the Company accompanied by payment of the Exercise Price.
The Options may be exercised at any time on or before the Expiry Date.
The Options are transferable but no application will be made to ASX for Official Quotation of the Options.
Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
Shares issued upon exercise of the Options will rank pari passu in all respects with Company’s fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all shares issued upon the exercise of Options within 3 business days after the date of allotment of those shares.
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Options. However, the Company must give notice to each Option holder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. This will give Option holders the opportunity to exercises their Options prior to the date for determining entitlements to participate in any such issue.
There are no rights to a change in the Exercise Price, or in the number of Shares over which the Options can be exercised, in the event of a pro rata issue or a bonus issue by the Company prior to the exercise of any Options.
In the event of any re-organisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the re-organisation.
The Company will, at least 20 business days before the Expiry Date, send notices to the Option holders containing the information required under the ASX Listing Rules then applicable.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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APPENDIX ‘C’– TERMS AND CONDITIONS OF OPTIONS TO DR MATTHEW GREENTREE (RESOLUTION 5)

Each Option entitles the holder to subscribe for and be allotted one Share.
The Options will vest ( Vesting Date ) and are exercisable( Exercise Price ) as follows:
i. 5,000,000 of the Options granted will vest immediately on issue , exercisable at 6 cents each;
ii. 2,000,000 of the Options granted will vest 12 months after the date of issue, exercisable at 8 cents each; and
iii. 3,000,000 of the Options granted will vest 24 months after the date of issue, exercisable at 8 cents each.
The Options will expire at 5.00 pm WST on 31 July 2020 (the Expiry Date ). The Options are exercisable by notice in writing to the Company accompanied by payment of the Exercise Price.
The Options may be exercised at any time after the vesting date and on or before the Expiry Date.
The Options are not transferable but no application will be made to ASX for Official Quotation of the Options.
Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
Shares issued upon exercise of the Options will rank pari passu in all respects with Company’s fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all shares issued upon the exercise of Options within 3 business days after the date of allotment of those shares.
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Options. However, the Company must give notice to each Option holder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. This will give Option holders the opportunity to exercises their Options prior to the date for determining entitlements to participate in any such issue.
There are no rights to a change in the Exercise Price, or in the number of Shares over which the Options can be exercised, in the event of a pro rata issue or a bonus issue by the Company prior to the exercise of any Options.
In the event of any re-organisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the re-organisation.
The Company will, at least 20 business days before the Expiry Date, send notices to the Option holders containing the information required under the ASX Listing Rules then applicable.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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APPENDIX ‘D’– TERMS AND CONDITIONS OF OPTIONS TO CHALICE GOLD MINES LIMITED (RESOLUTION 6)

Each Option entitles the holder to subscribe for and be allotted one Share.
The Options are exercisable ( Exercise Price ) at 3.5 cents each.
The Options will expire 2 years from the date of grant (the Expiry Date ). The Options are exercisable by notice in writing to the Company accompanied by payment of the Exercise Price.
The Options may be exercised at any time on or before the Expiry Date.
The Options are not transferable but no application will be made to ASX for Official Quotation of the Options.
Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
Shares issued upon exercise of the Options will rank pari passu in all respects with Company’s fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all shares issued upon the exercise of Options within 3 business days after the date of allotment of those shares.
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Options. However, the Company must give notice to each Option holder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. This will give Option holders the opportunity to exercises their Options prior to the date for determining entitlements to participate in any such issue.
There are no rights to a change in the Exercise Price, or in the number of Shares over which the Options can be exercised, in the event of a pro rata issue or a bonus issue by the Company prior to the exercise of any Options.
In the event of any re-organisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the re-organisation.
The Company will, at least 20 business days before the Expiry Date, send notices to the Option holders containing the information required under the ASX Listing Rules then applicable.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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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. 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. Explanatory Memorandum the explanatory memorandum which accompanies and forms part of the Notice of Meeting. GM or General Meeting or the general meeting of the Company to be held on Meeting Thursday 3 August2017. Key Management Personnel key management personnel of the Company (as defined in Section 9 of the Corporations Act). Notice of Meeting the notice convening the GM which accompanies this Explanatory Memorandum.

Option	an option to acquire a Share.
Plan	has the meaning given to that term in section 4 of the
	Explanatory Memorandum.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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Proxy Form the proxy form which accompanies this Explanatory Memorandum. Shares or Ausgold Shares fully paid ordinary shares in the Company. Shareholder a registered holder of a share.

NOTICE OF GENERAL MEETING 3 AUGUST 2017

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

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PROXY FORM

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 11.00am on Thursday 3 August 2017 and at any adjournment or postponement thereof in accordance with this Proxy Form. Important for Resolution 5 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking the box below, you are expressly authorising the Chairman of the Meeting to exercise your proxy on Resolution 5 as set out below. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 5 the Chairman of the Meeting will not cast your votes on Resolution 5 and your votes will not be counted in computing the required majority if a poll is called on this Resolution. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the individual resolution boxes below (for example if you wish to vote against or abstain from voting) or by marking the box (in which case the Chairman of the Meeting will vote in favour of Resolution 5) The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 5.

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I/We expressly authorise the Chairman of the Meeting to exercise my/our proxy on Resolution 5. I/We acknowledge that the Chairman of the Meeting my exercise my/our proxy even though Resolution 5 is connected directly or indirectly with the remuneration of a member of Key Management Personnel of the Company and/or even if the Chairman of the Meeting has an interest in the outcome of Resolution 5 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

It is the Chairman’s intention to vote all undirected proxies in favour of all resolutions. 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.

	RESOLUTION	FOR	AGAINST	*ABSTAIN **
1.	Ratify the issue of Shares			
2.	Ratify the issue of Shares to Zenix Nominees Pty Ltd			
3.	Ratify the issue of Options under the Company’s share purchase plan			
4.	Ratify the issue of Shares to Chalice Gold Mines Limited			
5.	Approval to issue Options to Dr Matthew Greentree			
6.	Approval to issue securities to Chalice Gold Mines Limited			
7.	Approval to issue Options to Mr Neil Fearis			
8.	Approval to issue Options to Mr Richard Lockwood			
9.	Approval to issue Options to Mr Denis Rakich			

*** 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:……….…………………………………….2017.

………………………………………………………………… ………………………………………………………………………… 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 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.

AI assistant

AUSGOLD LIMITED Proxy Solicitation & Information Statement 2017

64457_rns_2017-07-04_49bd5709-9165-4781-a1ae-cd45e91efed3.pdf

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

AUSGOLD LIMITED

NOTICE OF GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Voting exclusion statement:

Voting exclusion statement:

Voting exclusion statement:

Voting exclusion statement:

Voting exclusion statement :

Voting exclusions statement:

Voting exclusion statement :

Voting exclusion statement :

Voting exclusion statement :

PROXIES

By Order of the Board

D I Rakich Director

AUSGOLD LIMITED

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

1. INTRODUCTION

2. RESOLUTION 1 – RATIFY ISSUE OF SHARES

5. RESOLUTION 4 – RATIFY ISSUE OF SHARES TO CHALICE GOLD MINES LIMITED

Listing Rule 7.3

7. RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO CHALICE GOLD MINES LIMITED

Listing Rule 7.3

RESOLUTION 7, 8, AND 9 – APPROVAL TO ISSUE OPTIONS TO DIRECTORS

Listing Rule 10.13

8. ACTION TO BE TAKEN BY SHAREHOLDERS

GLOSSARY

PROXY FORM

INSTRUCTIONS FOR APPOINTMENT OF PROXY

AI assistant

AUSGOLD LIMITED — Proxy Solicitation & Information Statement 2017

64457_rns_2017-07-04_49bd5709-9165-4781-a1ae-cd45e91efed3.pdf

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

AUSGOLD LIMITED

NOTICE OF GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Voting exclusion statement:

Voting exclusion statement:

Voting exclusion statement:

Voting exclusion statement:

Voting exclusion statement :

Voting exclusions statement:

Voting exclusion statement :

Voting exclusion statement :

Voting exclusion statement :

PROXIES

By Order of the Board

D I Rakich Director

AUSGOLD LIMITED

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

1. INTRODUCTION

2. RESOLUTION 1 – RATIFY ISSUE OF SHARES

5. RESOLUTION 4 – RATIFY ISSUE OF SHARES TO CHALICE GOLD MINES LIMITED

Listing Rule 7.3

7. RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO CHALICE GOLD MINES LIMITED

Listing Rule 7.3

RESOLUTION 7, 8, AND 9 – APPROVAL TO ISSUE OPTIONS TO DIRECTORS

Listing Rule 10.13

8. ACTION TO BE TAKEN BY SHAREHOLDERS

GLOSSARY

PROXY FORM

INSTRUCTIONS FOR APPOINTMENT OF PROXY

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AUSGOLD LIMITED Proxy Solicitation & Information Statement 2017