AUSGOLD LIMITED — Proxy Solicitation & Information Statement 2018

Jun 26, 2018

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AUSGOLD LIMITED ABN 67 140 164 496

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date: Friday 27 July 2018 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: 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 27 July 2018 at 11.00 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 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 14 June 2018 of a total of 80,000,000 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 in favour of 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.

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

NOTICE OF GENERAL MEETING 27 JULY 2018

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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 Wednesday 25 July 2018 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

18 June 2018

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.

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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 27 July 2018 at 11.00am.

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

• Ratify the issue of shares to professional and sophisticated investors;

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 14 June 2018 the Company issued a total of 80,000,000 Shares to professional and sophisticated investors unrelated to the Company. The issue raised A$ 2,400,000.

The purpose of this issue is to fund the Company’s exploration 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 80,000,000 Shares issued on 14 June 2018.

The Board recommends that Shareholders vote in favour of Resolution 1.

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 80,000,000 Shares.

• (2) The Shares were issued at a price of 3 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 is to fund the Company’s exploration programme at the Katanning Gold Project and to provide additional working capital.

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• (5) A voting exclusion statement for Resolution 1 is included in the Notice of Meeting preceding this Explanatory Memorandum.

3. 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. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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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 Friday Meeting 27 July 2018. 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. Proxy Form the proxy form which accompanies this Explanatory Memorandum.

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Shares or Ausgold Shares fully paid ordinary shares in the Company. Shareholder a registered holder of a share.

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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 11.00am on Friday 27 July 2018 and at any adjournment or postponement thereof in accordance with this Proxy Form.

Important for Resolution 1 – 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 1 as set out below. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1 the Chairman of the Meeting will not cast your votes on Resolution 1 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 box 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 1) The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.

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I/We expressly authorise the Chairman of the Meeting to exercise my/our proxy on Resolution 1. I/We acknowledge that the Chairman of the Meeting my exercise my/our proxy even though Resolution 1 and/or even if the Chairman of the Meeting has an interest in the outcome of Resolution 1 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 the resolution. 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			

*** 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:……….…………………………………….2018.

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