AUSMON RESOURCES LIMITED — AGM Information 2017

Oct 24, 2017

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NOTICE OF ANNUAL GENERAL MEETING

The ninth Annual General Meeting of shareholders of Ausmon Resources Limited (“Company”) will be held at the Orchid Room, Offices of Grant Thornton Australia, Level 17, 383 Kent Street Sydney, on 27 November 2017 at 12:30 pm .

FINANCIAL, DIRECTORS’ AND AUDITOR’S REPORTS

To receive and consider the Financial Report of the Company, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2017 in accordance with Section 317 of the Corporations Act 2001.

A hard copy of the 2017 Annual Report is mailed only to those shareholders who have previously made the election. A copy of the 2017 Annual Report may be obtained from the Company’s website at www.ausmonresources.com.au

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following ordinary resolutions:

1. Adoption of the Remuneration Report

“That the Remuneration Report contained in the Directors’ Report of the 2017 Annual Report be adopted.”

2. Election of Mr Boris Patkin as a Director

“That Mr Boris Patkin who retires according to the Constitution of the Company and who, being eligible, offers himself for re-election, be re-elected a Director.”

3 Election of Mr Eric W Y M Sam Yue as a Director

“That Mr Eric W Y M Sam Yue being a director of the Company appointed since the last annual general meeting retires according to the Constitution of the Company and who, being eligible, offers himself for election, be elected a director of the Company."

4. Approval for issue of up to 150,000,000 new ordinary shares

“That approval is given in accordance with Listing Rule 7.1 of ASX Limited for the issue and allotment of up to 150,000,000 fully paid ordinary shares as detailed in the Explanatory Statement.”

VOTING EXCLUSIONS

Resolution 1

The Company will disregard any votes cast on Resolution 1 by or on behalf of either:

• a member of the key management personnel (KMP) as disclosed in the Remuneration Report ; or

• a closely related party of such a member.

AUSMON RESOURCES LIMITED ABN 88 134 358 964

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‘World Tower” Suite 1312, 87-89 Liverpool Street, Sydney NSW 2000 Australia. PO BOX 20188 World Square, NSW 2002 Australia

Tel: 61 2 9264 6988 Fax: 61 2 9283 7166 Email: office@ausmonresources.com.au www.ausmonresources.com.au ASX code: AOA

Resolution 4

In accordance with Listing Rule 7.3.8 of ASX Limited, the Company will disregard any votes cast on Resolution 4 by:

• a person who may participate in the proposed issue of securities 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

• an associate of that person.

However, with respect to all resolutions the Company need not disregard a vote if is cast by:

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

• the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

HOW TO VOTE

If you wish to vote on the resolutions contained in this notice, you should either attend the meeting in person, or appoint a proxy or proxies to attend on your behalf. In relation to the appointment of proxies, refer to the notes on proxies on the Proxy Form. A body corporate may appoint a representative to attend in accordance with the Corporations Act 2001. An executed notice evidencing the appointment of the person attending is required when registering at the Annual General Meeting.

To be valid, forms of proxy (enclosed) for use at the meeting must be completed and returned to the Company no later than 12:30 pm NSW Standard Time on 25 November 2017.

ENTITLEMENT TO VOTE

For the purpose of the meeting, and in accordance with regulation 7.11.37 of the Corporations Regulations 2001, it has been determined that shares in the Company will be taken to be held by the persons who are registered holders as at 11:00 pm (NSW Standard Time) on 25 November 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Dated this 25[th] day of October 2017.

By Order of the Board of Directors of the Company

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John Wang Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement provides information to shareholders for the Annual General Meeting of shareholders of Ausmon Resources Limited to be held on 27 November 2017 at 12:30 pm at the Redwood Room, Offices of Grant Thornton Australia, Level 17, 383 Kent Street, Sydney and it should be read in conjunction with the accompanying Notice of Annual General Meeting.

Receipt of Financial, Directors’ and Auditor’s Reports

The first item of business deals with the Financial Report of the Company, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2017. Shareholders are to consider these reports and seek explanations, if required, from the Directors when the reports are presented to the meeting. No resolution is required on these reports and they are only required to be laid at the meeting in accordance with Section 317 of the Corporations Act 2001.

Resolution 1 - Adoption of the Remuneration Report

The Remuneration Report contained in the Directors’ Report of the Annual Report must be put to the vote for its adoption in accordance with Section 250R(2) of the Corporations Act 2001. The vote on this resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report can be found on pages 16 to 20 of the 2017 Annual Report.

Resolution 2 - Election of Director – Mr Boris Patkin

Mr Boris Patkin was appointed to the Board on 16 July 2014 and elected at the annual general meeting held in November 2014. He is Chairman of the Board and details of his experience are set out on page 14 of the 2017 Annual Report.

Resolution 3 - Election of Director – Mr Eric W Y M Sam Yue

Mr Eric Sam Yue was appointed a Director on 25 October 2017. He holds a Bachelor of Science in Economics and is a Chartered Accountant with international experience in both public accounting and commerce. He worked with Price Waterhouse in London, Europe and Africa from 1983 to 1992. His financial management and corporate experience spans over 25 years in senior financial executive positions in shipping, mining and oil and gas companies in Australia and New Zealand. In 2016 he ceased to be chief financial officer of ASX listed New Guinea Energy Limited when its offices moved to Melbourne. He currently provides consulting services to various listed and unlisted entities.

Resolution 4 – Approval for issue of up to 150,000,000 new shares

Subject to the approval of shareholders, the Company proposes to issue up to 150,000,000 fully paid ordinary shares at a price per share that is at least 80% of the volume weighted average market price for the share calculated over the last 5 days on which sales in the shares were recorded before the day on which the issue is made.

The shares proposed to be issued have the same rights as other fully paid ordinary shares of the Company already on issue.

The amount to be raised is to be applied to fund the Company’s exploration activities, appraisal of corporate opportunities, participation in new ventures, if any, the cost of placement of the shares and for general working capital.

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The Company proposes to offer the shares to professional and sophisticated investors and other investors not requiring a disclosure document under section 708 of the Corporations Act that are known to the Company and/or introduced by stockbrokers. The shares will only be issued to those persons that accept an offer, if and when the proposed issue is approved by shareholders at the Annual General Meeting. The shares will not be offered to related parties. The Company may not issue all the securities for which approval is given. The Company may issue and allot the securities progressively as the Company places the securities with investors.

Shares approved under this Resolution 4 will be issued and allotted by the Company no later than three months from the date of the Annual General Meeting.

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Ausmon Resources Limited ABN 88 134 358 964

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FOR ALL ENQUIRIES CALL: +61 2 9264 6988

FACSIMILE +61 2 9283 7166

ALL CORRESPONDENCE TO: PO Box 20188 World Square, Sydney NSW 2002 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 12:30 PM ON 25 NOVEMBER 2017

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the Company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting i.e. at 12:30 pm on 25 November 2017 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Ausmon Resources Limited, PO Box 20188, World Square, Sydney NSW 2002 Australia

BY FAX - + 61 2 9283 7166

IN PERSON - Ausmon Resources Limited,

• "World Tower" Suite 1312, Level 13, 87-89 Liverpool Street, Sydney NSW 2000 Australia

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Ausmon Resources Limited

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STEP 1 - Appointment of Proxy

I/We being a member/s of Ausmon Resources Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting OR (mark with an ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered security holder) you are appointing as your proxy.

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 at the Annual General Meeting of Ausmon Resources Limited to be held at the Orchid Room, Offices of Grant Thornton Australia, Level 17, 383 Kent Street, Sydney on 27 November 2017 at 12:30 pm and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting instruction below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of each resolution, even though a resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

STEP 2 - Voting directions to your Proxy – please mark X or √ to indicate your directions

Ordinary Business

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----- Start of picture text ----- For Against Abstain*----- End of picture text -----

Ordinary	B	usinessForAgainstAbstain*
Resolution	1	Adoption of Remuneration Report
Resolution	2	Election of Mr Boris Patkin as a Director
Resolution	3	Election of Mr Eric W Y M Sam Yue as a Director
Resolution	4	Approval for issue of up to 150,000,000 new Shares under ASX Listing Rule 7.1

*If you mark the Abstain box for a particular item, 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 on a poll.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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----- Start of picture text ----- Individual or Securityholder 1 Securityholder 2 Securityholder 3Sole Director and Sole Company Secretary Director Director/Company SecretaryContact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2017----- End of picture text -----