AVIRA RESOURCES LTD — Proxy Solicitation & Information Statement 2018

Jul 30, 2018

AVIRA RESOURCES LIMITED

ACN 131 715 645

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9:00 AM AWST DATE : 31 August 2018 PLACE : Suite 9, Level 2, 330 Churchill Avenue, Subiaco WA 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00 pm (WST) on 29 August 2018.

BUSINESS OF THE MEETING

AGENDA

==> picture [8 x 10] intentionally omitted <==

RESOLUTION 1 – ISSUE OF SHARES PURSUANT TO CONVERTIBLE LOANS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 173,000,000 Shares pursuant to Convertible Loans on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it 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, 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.

==> picture [10 x 10] intentionally omitted <==

RESOLUTION 2 – PLACEMENT – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 448,666,667 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it 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, 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.

Dated: 31 July 2018

By order of the Board

Mr Sonu Cheema Company Secretary

1

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6489 1600 .

2

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

==> picture [8 x 10] intentionally omitted <==

BACKGROUND

On 27 June 2018, the Company announced its intention to conduct a capital raising. The capital raising is comprised of Converting Loans and a further increase in the Placement as follows:

• (a) a Placement - to raise up to $1,346,250 via the issue of up to 448,666,667 new Shares at an issue price of $0.003 ( Placement ). The Placement was conditional upon the ASX reinstating the Company securities to quotation. On 19 July 2018, the ASX reinstated the Company’s securities to quotation.

• (b) the issue of Convertible Loans - the Company has entered into a series of Convertible Loans to raise $519,000 (before fees) ( Convertible Loans ). The terms of these Convertible Loans are set out in Section 2.1. The Convertible Loans are convertible at the election of the lender subject to the Company obtaining Shareholder approval to issue the Shares, with the issue to occur 7 days after the conversion election is made by the lender.

Resolution 1 seeks Shareholder approval for the issue of the shares pursuant to the Convertible Loans and Resolution 2 seeks Shareholder approval for the issue of that portion of the Shares under the Placement.

Subject to obtaining Shareholder Approval, the Company will lodge a Cleansing Prospectus pursuant to section 708A(11) of the Corporations Act upon the issue of the Shares under the Convertible Loans and Placement.

==> picture [10 x 9] intentionally omitted <==

RESOLUTION 1 – ISSUE OF SHARES PURSUANT TO CONVERTIBLE LOANS

2.1 Background

The Company has entered into convertible loan agreements with a number of lenders introduced by Ikigaii capital Pte Ltd ( Lenders ) to raise an aggregate of $519,000 ( Convertible Loans ).

Subject to the Company obtaining Shareholder approval under the Convertible Loans, the Lenders may convert the Convertible Loans into Shares at any time prior to the maturity date, being 31 August 2019 ( Maturity Date ).

The Convertible Loans have an interest rate of 12% calculated daily, accrued monthly and payable in cash on maturity or conversion. The conversion price is equal to the issue price of the Shares under the Placement, being $0.003, which would result in 173,000,000 Shares being issued on the conversion of the maximum principal amount of $519,000.

In the event that the Convertible Loans are not converted or otherwise repaid prior to the Maturity Date, the Company will repay to the Lenders all outstanding monies on the Maturity Date.

Resolution 1 seeks Shareholder approval to issue Shares to the Lenders pursuant to the terms of the Convertible Loans .

3

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean

2.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the maximum number of Shares to be issued under the Facility is 173,000,000 Shares;

• (b) the Shares will be issued 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 ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the Share issue price is proposed to be $0.003;

• (d) the Shares will be issued to the Lenders, none of which are related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised under the Capital Raising to satisfy the Company’s working capital requirements including funding the proposed follow on phases of the Pyramid exploration program.

==> picture [9 x 10] intentionally omitted <==

RESOLUTION 2 – PLACEMENT – SHARES

3.1 General

Resolution 2 seeks Shareholder approval for the issue of up to 448,666,667 Shares at an issue price of $0.003 per Share to raise up to $1,346,250 under the Placement.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Company to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. The remaining Shares under the Placement will be issued under the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of Shares to be issued under Resolution 2 is 448,666,667;

• (b) the Shares will be issued 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 ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the issue price will be $0.003 per Share;

4

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean

• (d) the Shares will be issued to clients of CPS. None of these subscribers are related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised under the Placement to satisfy the Company’s working capital requirements including funding the proposed follow on phases of the Pyramid exploration program.

5

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current 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.

Chair means the chair of the Meeting.

Company means Avira Resources Ltd (ACN 131 715 645).

Constitution means the Company’s constitution.

Convertible Loans has the meaning given it in Section 1.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Lenders means Ikigaii capital Pte Ltd (UEN: 201806013R)

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Placement has the meaning given it in Section 1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

6

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean

PROXY FORM

AVIRA RESOURCES LIMITED ACN 131 715 645

GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 9:00am (WST), on 31 August 2018 at Suite 9, 330 Churchill Avenue, Subiaco, Western Australia, and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting FOR AGAINST ABSTAIN Resolution 1 Issue of Shares Pursuant to Convertible Loans Resolution 2 Placement - Shares

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: %

Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

7

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean

Instructions for completing Proxy Form

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

1. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to, Avira Resources Limited, Suite 9, 330 Churchill Avenue, Subiaco WA 6008; or

• (b) facsimile to the Company on facsimile number +61 8 6489 1600; or

• (c) email to the Company at s.cheema@cicerogroup.com.au ,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

8

Notice of Meeting - Avira Resources Limited - 24 07 2018_SC_Clean