BARYS RESOURCES LIMITED - AGM Information 2018

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KOPORE METALS LIMITED

ABN 73 149 230 811

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

Annual General Meeting to be held at the offices of Discovery Capital Partners Level 1, 50 Ord Street, West Perth, WA 6005 on Monday, 19 November 2018 at 10.00 am (WST).

KMT Annual General Meeting of Shareholders

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ORDINARY BUSINESS

The Annual General Meeting ( Meeting ) of the Shareholders of Kopore Metals Limited (ACN 149 230 811) ( Kopore or the Company ) is to be held on 19 November 2018 at the offices of Discovery Capital Partners, Level 1, 50 Ord Street, West Perth, WA 6005 commencing at 10.00am (WST) for the purpose of transacting the business referred to in this Notice of Annual General Meeting ( Notice ).

Terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the Glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

Financial Statements – Year ended 30 June 2018

To receive and consider the consolidated annual financial report of the Company for the financial year ended 30 June 2018 including the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report as set out in the Company’s annual report for the financial year ended 30 June 2018.

Resolution 1: Non-binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following as an ordinary non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given to adopt the remuneration report as set out in the Annual Report for the year ended 30 June 2018."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Exclusion : A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2: Election of Director - Mr Peter Meagher

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

“That, Mr Peter Meagher, having been appointed as an additional Director of the Company on 2 March 2018, who retires in accordance with clause 13.5 of the Company’s Constitution and Listing Rule 14.4 and being eligible and offering himself for election, be elected as a Director of the Company.”

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Resolution 3: Re-election of Director - Ms Shannon Coates

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

“That, Ms Shannon Coates retires in accordance with clause 13.2 of the Company’s Constitution and being eligible and offering herself for re-election, be re-elected as a Director of the Company in accordance with clause 13.3 of the Company’s Constitution.”

Resolution 4: Ratification of issue of 1,625,000 Shares to Virgo

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,625,000 Shares at a deemed issue price of $0.04 per Share to Virgo Business Solutions, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Virgo Business Solutions or an Associate of Virgo Business Solutions. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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: Ratification of issue of 63,384,860 Placement Shares under ASX Listing Rule 7.1

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 63,384,860 Shares at an issue price of $0.025 per Share, to the parties and on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of any person who participated in the issue the subject of Resolution 5 or an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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 6: Ratification of issue of 43,415,140 Placement Shares under ASX Listing Rule 7.1A

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 43,415,140 Shares at an issue price of $0.025 per Share, to the parties and on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any person who participated in the issue the subject of Resolution 6 or an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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 30,000,000 Options to Ironside and Nascent

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of an aggregate of 30,000,000 Options to Ironside Capital Pty Ltd and Nascent Capital Partners Pty Ltd (or their nominee/s), on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Ironside Capital Pty Ltd or Nascent Capital Partners Pty Ltd (or their nominee/s) or any associate of Ironside Capital Pty Ltd and Nascent Capital Partners Pty Ltd (or their nominee/s) or a person who will obtain a material benefit as a result of the proposed issue. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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 3,000,000 Options to Discovery Capital

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 3,000,000 Options to Discovery Capital (or its nominee/s) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Discovery Capital (or its nominee/s) or any Associate of Discovery Capital (or its nominee/s) or a person who will obtain a material benefit as a result of the proposed issue. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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: Adoption of Employee Securities Incentive Plan

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Securities Incentive Plan and for the issue of securities under the Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast favour of Resolution 9 by or on behalf of any Director, except one who is ineligible to participate in any employee incentive scheme in relation to the Company, or any Associates of those Directors. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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.

Voting Prohibition Statements:

In accordance with section 224 of the Corporations Act, a vote on Resolution 9 must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party. However, this prohibition does not apply if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

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(b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the Resolution.

Further, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 9 if:

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolution. However, this prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 10: Approval to issue 8,000,000 Director Options – Mr Grant Ferguson

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

“That, in accordance with sections 208 and 195(4) of the Corporations Act and Listing Rule 10.14 and for all other purposes the Directors are authorised to grant 8,000,000 Director Options for nil cash consideration (each Director Option having an exercise price of $0.045 (4.5 cents) per Share, vesting in equal tranches on the dates that are 12, 24 and 36 months from the date of issue and expiring 60 months from the date of issue) to Mr Grant Ferguson (or his nominee/s), on the terms and conditions set out in the Explanatory Statement (including Schedule 4 to the Explanatory Statement).

Voting Exclusion:

The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of any Director who is eligible to participate in the Employee Securities Incentive Plan or any associates of those Directors. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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.

Voting Prohibition Statements:

In accordance with section 224 of the Corporations Act, a vote on Resolution 10 must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party. However, this prohibition does not apply if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Further, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 10 if:

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolution. However, this prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 11:

Approval to issue 4,000,000 Director Options – Mr Peter Meagher

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

“That, in accordance with sections 208 and 195(4) of the Corporations Act and Listing Rule 10.14 and for all other purposes the Directors are authorised to grant 4,000,000 Director Options for nil cash consideration (each Director Option having an exercise price of $0.045 (4.5 cents) per Share and expiring 60 months from the date of issue) to Mr Peter Meagher (or his nominee/s), on the terms and conditions set out in the Explanatory Statement (including Schedule 4 to the Explanatory Statement).”

Voting Exclusion:

The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of any Director who is eligible to participate in the Employee Securities Incentive Plan or any Associates of those Directors. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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.

Voting Prohibition Statements:

In accordance with section 224 of the Corporations Act, a vote on Resolution 11 must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party. However, this prohibition does not apply if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Further, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 11 if:

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolution. However, this prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 12: Approval to issue 2,000,000 Director Options – Ms Shannon Coates

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

“That, in accordance with sections 208 and 195(4) of the Corporations Act and Listing Rule 10.14 and for all other purposes the Directors are authorised to grant 2,000,000 Director Options for nil cash consideration (each Director Option having an exercise price of $0.045 (4.5 cents) per Share and expiring 60 months from the date of issue) to Ms Shannon Coates (or her nominee/s), on the terms and conditions set out in the Explanatory Statement (including Schedule 4 to the Explanatory Statement).”

Voting Exclusion:

The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of any Director who is eligible to participate in the Employee Securities Incentive Plan or any Associates of those Directors. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote,

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in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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.

Voting Prohibition Statements:

In accordance with section 224 of the Corporations Act, a vote on Resolution 12 must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party. However, this prohibition does not apply if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Further, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 12 if:

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolution. However, this prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 13: Approval of Additional 10% Placement Capacity

To consider and, if thought fit, pass the following as a special resolution :

"That, for the purpose of ASX Listing Rule 7.1A and all other purposes, the Company approves the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion : The Company will disregard any votes cast in favour of Resolution 13 by or on behalf of any 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 Shares) or any Associate of that person (or those persons). However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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.

Voting entitlements

In accordance with regulation 7.11.37 of the Corporations Act 2001 (Cth), the Board has determined that for the purpose of voting at the Meeting, Shareholders eligible to vote at the Meeting are those persons who are the registered holders of Shares at 7.00pm (AEDT) on 16 November 2018.

If you are not the registered holder of a relevant Share at that time, you will not be entitled to vote at the Meeting.

Corporate Representatives

In order to vote at the Meeting (other than by proxy or under power of attorney), a corporation that is a Shareholder must appoint a person to act as its representative. The appointment must comply with

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section 253B of the Corporations Act. The representative must bring to the Meeting evidence of his or her appointment, including any authority under which it was signed.

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative. Registration will commence just prior to the Meeting. To vote in person, attend the Meeting on the date and at the place set out above.

Voting at the Meeting

Ordinary resolutions require the support of at least 50% of the votes cast. Special resolutions require the support of at least 75% of the votes cast. Resolutions 1 to 12 to be tabled at the Meeting are ordinary resolutions. Resolution 13 is a special resolution.

Every question arising at this Meeting will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company’s Constitution.

On a show of hands, every Shareholder eligible to vote on the particular Resolution who is present in person or by proxy, representative or attorney, will have one vote. Upon a poll, every Shareholder eligible to vote on the particular Resolution who is present in person or by proxy, representative or attorney will have one vote for each Share held by that person.

Proxy Votes

A Shareholder who is entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the Shareholder at the Meeting. A proxy need not be a Shareholder. If the Shareholder is entitled to cast two or more votes at the Meeting the Shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. A form of proxy accompanies this Notice may

To be valid, the appointment of a proxy (made using a properly completed and executed Proxy Form) must be received by the Company no later than 48 hours before the commencement of the Meeting.

Proxy Forms can be submitted by the below methods:

By posting: Automic Share Registry GPO Box 5193 Sydney NSW 2001 By facsimile: +61 2 8583 3040 By delivery: Level 5, 126 Phillip Street Sydney NSW 2000 Online: Lodging it online at Automic’s website: https://investor.automic.com.au/#/loginsah

in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website).

Pursuant to section 250BC of the Corporations Act, if:

an appointment of a proxy specifies the way the proxy is to vote on a resolution at the Meeting;
the appointed proxy is not the Chair;
at the Meeting, a poll is duly demanded on the resolution; and
either the proxy is not recorded as attending the Meeting or the proxy does not vote on the resolution,

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the Chair is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the Meeting.

Please note that if the Chair is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolutions 1, 9, 10, 11 and 12 even though they are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the Chair. If you appoint the Chair as your proxy you can direct the Chair to vote for or against or abstain from voting on any of the Resolutions by marking the appropriate box on the Proxy Form.

Voting Intention of the Chair for all Resolutions

Shareholders should be aware that any undirected proxies given to the Chair are intended to be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, subject to compliance with the Corporations Act. 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.

By Order of the Board

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Andrew Metcalfe Company Secretary Dated 5 October 2018

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KOPORE METALS LIMITED (ABN 73 149 230 811)

EXPLANATORY STATEMENT

This Explanatory Statement is provided to Shareholders of Kopore Metals Limited ( Kopore or the Company ) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at 10am (WST) on 19 November 2018 at the offices of Discovery Capital Partners, Level 1, 50 Ord Street, West Perth, WA 6005 (Meeting) .

The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Statement.

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2018

The first item of the Notice deals with the consolidated annual financial report of the Company for the financial year ended 30 June 2018 together with the Directors’ declaration, the Directors’ report, the remuneration report and the auditor’s report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The reports are available on the Company’s website at www.koporemetals.com .

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chair will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:

the conduct of the audit;
the preparation and content of the independent audit report;
the accounting policies adopted by the Company in relation to the preparation of accounts; and
the independence of the auditor in relation to the conduct of the audit.

Resolution 1: Non-Binding Resolution to adopt Remuneration Report

The Directors’ report for the year ended 30 June 2018 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and key executives of the Company. The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, section 250R(3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for a financial year.

The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

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Voting consequences

A company is required to put to its shareholders a Resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report Resolution are voted against adoption of the remuneration report ( Strike ) and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a Shareholder Meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

The Company's Remuneration Report did not receive a Strike at the 2017 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2019 Annual General Meeting, this may result in the re-election of the Board.

Voting Restriction

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member.

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

Resolution 2: Election of Director – Mr Peter Meagher

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Mr Meagher was appointed as a Director on 2 March 2018.

Pursuant to clause 13.5 of the Company’s Constitution, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

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Accordingly, Mr Meagher, in accordance with the Constitution, will retire and being eligible, seeks election from Shareholders. A brief summary of Mr Meagher’ qualifications and experience follows.

Mr Peter Meagher

Mr Meagher has over 30 years’ experience as a director of listed companies focused in the resources sector. Previously Chairman of Extract Resources Limited (ASX: EXT). Mr Meagher was instrumental in the development of the company’s projects in neighbouring Namibia prior to being acquired by China Guangdong Nuclear Power Group in 2012 at a valuation of over A$2.1bn.

Mr Meagher has been involved in several private and public companies, assisting junior explorers at varying development stages including Oklo Resources and White Star Resources and is currently the Non-Executive Chairman of Castillo Copper Limited.

Mr Meagher holds a Commerce/Economics degree from the University of Western Australia and is a Certified Practising Accountant.

Independence

Mr Meagher has no interests, position association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company and its security holders generally.

If elected the Board considers Mr Meagher an independent director.

Board Recommendation

The Board (excluding Mr Meagher) supports the election of Mr Meagher and recommends that Shareholders vote in favour of Resolution 2.

Resolution 3: Re-election of Director – Ms Shannon Coates

Pursuant to clause 13.2 of the Company’s Constitution, one third of the Directors (excluding the Managing Director of the Company) must retire at each annual general meeting.

In accordance with clause 13.2 of the Company’s Constitution, Ms Coates has agreed to retire and being eligible, has offered herself for re-election in accordance with clause 13.3 of the Company’s Constitution. A brief summary of Ms Coates’ qualifications and experience follows.

Shannon Coates

Ms Coates is a qualified lawyer and experienced public company director, with over 20 years’ inhouse experience in corporate law, risk and compliance. She is currently Managing Director of Evolution Corporate Services Pty Ltd, a company providing company secretarial and corporate advisory services to a number of public listed and private companies.

Ms Coates is also a Director of ASX listed companies Vmoto Limited (ASX:VMT) and Flinders Mines Limited (ASX:FMS).

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Independence

Ms Coates has no interests, position association or relationship that might influence, or reasonably be perceived to influence, in a material respect her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company and its security holders generally.

If elected the Board considers Ms Coates an independent director.

Board Recommendation

The Board (excluding Ms Coates) supports the re-election of Ms Coates and recommends that Shareholders vote in favour of Resolution 3.

Resolution 4: Ratification of issue of 1,625,000 Shares to Virgo

On 12 June 2018, the Company issued 1,625,000 Shares to Virgo Business Solutions at a deemed issue price of $0.04 per Share, utilising the Company’s 15% annual placement capacity under ASX Listing Rule 7.1, as part consideration for the Company’s acquisition of certain prospecting licences in Botswana, as announced on 12 June 2018.

ASX Listing Rule 7.1 broadly provides that a company may issue Equity Securities up to 15% of its issued capital in any 12 month period without shareholder approval. Prior shareholder approval is required if the issue or agreement to issue (when aggregated with other issues of equity securities made in the previous 12 months without shareholder approval) exceed the 15% limit.

ASX Listing Rule 7.4 permits the ratification of securities issued without shareholder approval under ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. The purpose of such ratification is to restore the company’s power to issue further securities without shareholder approval within the 15% limit.

Accordingly, Resolution 4 seeks Shareholder ratification of the issue of the Shares under ASX Listing Rule 7.4 to provide flexibility for the Company to issue equity securities in the future under the 15% placement capacity under ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Shares the subject of this Resolution:

(a) 1,625,000 Shares were issued at a deemed issue price of $0.04 per Share;
(b) the Shares issued are fully paid ordinary shares in the capital of the Company and rank equally with the Company’s existing Shares;
(c) the Shares were issued to Virgo Business Solutions as part consideration for the Company’s acquisition of 100% of certain prospecting licences. Virgo Business Solutions is not a related party of the Company;
(d) no funds were raised by the issue of Shares; and (e) a voting exclusion statement has been included for the purposes of Resolution 4.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

Ratification of issue of 106,800,000 Placement Shares

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Resolutions 5 and 6:

On 24 July 2018, the Company issued 106,800,000 Shares to sophisticated and professional investors at an issue price of $0.025 per Share to raise approximately $2,670,000 (before costs) (“ Placement ”). 63,384,860 Shares were issued under ASX Listing Rule 7.1 and a further 43,415,140 Shares were issued under ASX Listing Rule 7.1A, which allows a Company to issue up to 10% of its issued capital during a 12 month period, as approved by Shareholders at the Company’s Annual General Meeting held on 31 October 2017. The Placement was arranged by Ironside Capital Pty Ltd and Nascent Capital Partners Pty Ltd acting as Joint Lead Managers ( “ JLM’s ”) to the Placement.

A summary of ASX Listing Rules 7.1 and 7.4 is set out above.

Resolution 5 seeks Shareholder ratification of the issue of the Shares issued under ASX Listing Rule 7.1, to provide flexibility for the Company to issue equity securities in the future under the 15% placement capacity under ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 6 seeks Shareholder ratification of the issue of the Shares issued under ASX Listing Rule 7.1A, to provide flexibility for the Company to issue equity securities in the future under the 10% placement capacity under ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Shares the subject of Resolutions 5 and 6:

(a) 106,800,000 Shares were issued at an issue price of $0.025 per Share, comprising: (i) 63,384,860 Shares issued under ASX Listing Rule 7.1; and
(ii) 43,415,140 Shares issued under ASX Listing Rule 7.1A;
(b) the Shares issued are fully paid ordinary shares in the capital of the Company and rank equally with the Company’s existing Shares;
(c) the Shares were issued to new investors and existing Shareholders all of whom were professional and sophisticated investors, none of whom are related parties of the Company and placed by Ironside Capital Pty Ltd and Nascent Capital Partners Pty Ltd acting as Joint Lead Managers ( “ JLM’s ”) to the Placement;
(d) funds raised from the issue of the Shares have and will be applied towards accelerating the 2018 exploration program, with its maiden drill program recently commencing at KM3 and drilling to follow at other identified priority targets over its wholly owned Botswanan licenses; and
(e) a voting exclusion statement has been included for the purposes of Resolutions 5 and 6.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolutions 5 and 6.

Resolution 7: Approval to issue 30,000,000 Options to Ironside and Nascent

As announced on 11 July 2018 and described above in the explanatory wording for Resolutions 5 and 6, the Company undertook a Placement to raise $2,670,000 (before costs). Nascent Capital and Ironside Capital acted as Joint Lead Managers ( “ JLM’s ”) to the Placement. Pursuant to the mandate between the Company and the JLM’s, the Company agreed to issue 30,000,000 unlisted Options on the terms and conditions set in Schedule 1 of this Explanatory Statement, to the JLM’s, or their nominee/s (“ Broker Options ”).

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may elect, on 21 days’ notice, for the Options to be exercised if the Company’s twenty (20) day VWAP is at least a 100% premium to the Placement price, calculated as $0.05 (5 cents).

A summary of ASX Listing Rule 7.1 is set out above. Accordingly, Resolution 7 seeks Shareholder approval for the issue of the Broker Options in accordance with ASX Listing Rule 7.1.

The effect of Resolution 7 will be to allow the Company to issue the Broker Options pursuant to Resolution 7 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.

Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 7:

(a) the maximum number of Broker Options to be issued is 30,000,000;
(b) the Broker Options 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 will occur on the same date;
(c) the Broker Options will have an issue price of nil;
(d) the Broker Options will be issued to Nascent Capital and Ironside Capital, or their nominees, none of whom will be related parties of the Company;
(e) the Broker Options will be issued on the terms and conditions set out in Schedule 1 of this Explanatory Statement;
(f) no funds will be raised by the issue of the Broker Options as they are being issued in part consideration for services provided to the Company; and
(g) a voting exclusion statement has been included for the purposes of Resolution 7.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 7.

Resolution 8: Approval to issue 3,000,000 Options to Discovery Capital

The Company has agreed to issue 3,000,000 unlisted Options on the terms and conditions set in Schedule 2 (“ Consultant Options ”), in consideration for the provision of corporate advisory services by Discovery Capital Partners to the Company.

A summary of ASX Listing Rule 7.1 is set out above. Accordingly, Resolution 8 seeks Shareholder approval for the issue of the Consultant Options in accordance with ASX Listing Rule 7.1.

The effect of Resolution 8 will be to allow the Company to issue the Consultant Options pursuant to Resolution 8 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

Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 8:

(a) the maximum number of Consultant Options to be issued is 3,000,000;
(b) the Consultant Options 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 will occur on the same date;

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(c) the Consultant Options will have an issue price of nil;
(d) the Consultant Options will be issued to Discovery Capital Partners, or their nominees, none of whom will be related parties of the Company;
(e) the Consultant Options will be issued on the terms and conditions set out in Schedule 2 of this Explanatory Statement;
(f) no funds will be raised by the issue of the Consultant Options as they are being issued in part consideration for services provided to the Company; and
(g) a voting exclusion statement has been included for the purposes of Resolution 8.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 8.

Resolution 9: Adoption of Employee Securities Incentive Plan

Resolution 9 seeks Shareholder approval to enable the Company to issue Equity Securities pursuant to the employee incentive scheme titled “Employee Securities Incentive Plan” (“ Plan ”) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 9 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that no Equity Securities have previously been issued under this Plan.

The objective of the Plan is to attract, motivate and retain key directors, employees and consultants and it is considered by the Company that the adoption of the Plan and the future issue of Equity Securities under the Plan will provide selected participants with the opportunity to participate in the future growth of the Company.

Any future issues of Equity Securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained, will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule 3. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary by e-mail to [email protected]. Shareholders are invited to contact the Company if they have any queries or concerns.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 9.

Resolutions 10, 11 and 12: Approval to Issue Director Options

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Subject to obtaining Shareholder approval, the Company intends to issue a total of 14,000,000 unlisted Options ( Director Options ) to Messrs Ferguson, Meagher and Ms Coates (or their respective nominee/s) as follows:

(a) 8,000,000 Director Options to Mr Ferguson (or his nominee) (pursuant to Resolution 10);
(b) 4,000,000 Director Options to Mr Meagher (or his nominee) (pursuant to Resolution 11); and
(c) 2,000,000 Director Options to Ms Coates (or her nominee) (pursuant to Resolution 12).

RELATED PARTY TRANSACTIONS GENERALLY

Chapter 2E of the Corporations Act 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 benefits falls within one of the nominated exceptions to the provision; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E of the Corporations Act, Messrs Ferguson and Meagher and Ms Coates are considered to be related parties of the Company as they are Directors. Resolutions 10, 11 and 12 provide for the grant of Director Options to Messrs Ferguson and Meagher and Ms Coates respectively, which is a financial benefit which requires Shareholder approval.

INFORMATION REQUIREMENTS – CHAPTER 2E OF THE CORPORATIONS ACT

For the purposes of Chapter 2E of the Corporations Act the following information is provided.

The related parties to whom the proposed resolutions would permit the financial benefit to be given and the nature of the financial benefit

Subject to Shareholder approval, 8,000,000 Director Options will be granted to Mr Ferguson, 4,000,000 Director Options will be granted to Mr Meagher and 2,000,000 Director Options will be granted to Ms Coates, or their nominees.

The proposed financial benefit to be given is the grant of Director Options for no cash consideration to Messrs Ferguson and Meagher and Ms Coates as noted above.

The details of the financial benefit including reasons for giving the type and quantity of the benefit

The terms and conditions of the Director Options proposed to be granted are set out in Schedule 4 to this Explanatory Statement.

The Director Options are proposed to be issued under the Employee Securities Incentive Plan (“ Plan ”) and will be subject to the Plan rules. If, however, there is any inconsistency between the terms of the Director Options as set out in Schedule 4 and the Plan, the terms as set out in Schedule 4 prevail to the extent of the inconsistency.

In the Company’s current circumstances, the Directors consider that the grant of these Director Options are a cost effective and efficient means for the Company to remunerate Directors, as opposed to cash remuneration.

Shareholders should note that for the reasons outlined above, it is proposed to grant Director Options to Mr Meagher and Ms Coates notwithstanding the guidelines contained in Box 8.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations which states that non-

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executive Directors should not receive options or normally participate in schemes designed for the remuneration of executives. However, the Board considers the grant of Director Options to Mr Meagher and Ms Coates reasonable in the circumstances for the following reasons:

(a) to provide the Company the ability to structure fees in a cost-effective way; while being able to attract and retain the highest calibre of Directors to the Company; and
(b) maintaining cash reserves is important as the Company is not yet generating revenue.

In addition, it is not the Company’s intention to grant options to non-executive Directors on a recurring basis (i.e. annually) as the grant reflects the needs of the Company at this point in time.

Current Holdings

Set out below are details of each of Director’s relevant interest in Shares as at the date of this Notice:

Director	Number of Shares	Number of Options
Grant Ferguson	19,467,7171	10,000,0002
Peter Meagher	1,000,0003	Nil
Shannon Coates	1,001,6964	1,500,0005

16,179,302 Shares are held indirectly by Fehu Capital Pty Ltd (of which Mr Ferguson’s spouse is a director) as trustee for the Fehu Capital Trust (of which Mr Ferguson is a beneficiary) and 3,288,415 Shares are held indirectly by The Steele Group Pty Ltd (of which Mr Ferguson is a director) as trustee for the Fergus Trust (of which Mr Ferguson is a beneficiary).
The Options are exercisable at $0.06 each on or before 8 November 2020, and are held indirectly by Fehu Capital Pty Ltd (of which Mr Ferguson’s spouse is a director) as trustee for the Fehu Capital Trust (of which Mr Ferguson is a beneficiary).
Shares are held by Perpetual Trustees on behalf of the Peter Meagher Superfund.
1,001,538 Shares are held by Mr Simon Kimberley Coates (Ms Coates’ spouse) as trustee for The Kooyong Trust (of which Ms Coates is a beneficiary), 157 Shares are held by Mr Simon Kimberley Coates and Mrs Shannon Louise Coates as trustee for the Sunnyside Super Fund Trust (of which Ms Coates is a beneficiary) and 1 Share is held directly by Ms Coates.
The Options are exercisable at $0.06 each on or before 8 November 2020, and are held indirectly by Mr Simon Kimberley Coates (Ms Coates’ spouse) as trustee for The Kooyong Trust (of which Ms Coates is a beneficiary).

Dilution effect of grant of Director Options on existing members’ interests

The proposed Resolutions 10, 11 and 12 would have the effect of giving power to the Directors to grant a total of 14,000,000 Director Options on the terms and conditions as set out in Schedule 4 to this Explanatory Statement and as otherwise mentioned above.

As at the date of this Explanatory Statement, the Company has 542,576,400 Shares on issue and 55,007,500 outstanding unlisted Options.

If all of the Director Options are issued and exercised, and no other Shares are issued, existing Shareholders will be diluted by 2.52%.

If the 8,000,000 Director Options to be issued under Resolution 10 are exercised, Mr Ferguson's percentage holding in Shares would be 4.99% (assuming no existing Options are exercised on the basis that they are “out of the money” as at the date of this Notice, and that no other Shares are issued).

If the 4,000,000 Director Options to be issued under Resolution 11 are exercised, Mr Meagher's percentage holding in Shares would be 0.91% (assuming no existing Options are exercised on the basis that they are “out of the money” as at the date of this Notice, and that no other Shares are issued).

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If the 2,000,000 Director Options to be issued under Resolution 12 are exercised, Ms Coates’ percentage holding in Shares would be 0.55% (assuming no existing Options are exercised on the basis that they are “out of the money” as at the date of this Notice, and that no other Shares are issued).

The market price of the Shares during the period of the Director Options will normally determine whether or not the Director Options are exercised. At the time any Director Options are exercised and Shares are issued pursuant to the exercise of the Director Options, the Shares may be trading at a price which is higher than the exercise price of the Director Options.

Director total remuneration packages

Messrs Ferguson and Meagher and Ms Coates’ fees per annum (including superannuation) and the total financial benefit to be received by them as a result of the grant of the Director Options the subject of Resolutions 10, 11 and 12 is as follows:

Resolutions 10, 11	and 12 is as follows:
Director	Annual Fees (including superannuation)	Short Term Incentive	Value of Director Options1
Mr Ferguson	$225,000	Up to a maximum of 100% of annual base salary over a two year period at Board discretion and based on performance milestones.	$43.923
Mr Meagher	$60,000	N/A	$34,790
Ms Coates	$30,000	N/A	$17,395

Based on the indicative option valuation of $0.009 for Director Options with no vesting conditions, $0.007 for Director Options with a 12 month vesting condition, $0.006 for Director Options with a 24 month vesting condition and $0.004 for Director Options with a 36 month vesting condition, which is a theoretical valuation of each Director Option using the Black Scholes Option Pricing Model ( Black Scholes Model ) (see below).

Valuation of Director Options

The Company has valued the Director Options to be granted to Messrs Ferguson and Meagher and Ms Coates using the Black Scholes Model. The value of an option calculated by the Black Scholes Model is a function of a number of variables. The valuation of the Director Options has been prepared using the following assumptions:

following assumptions:
Variable	Issue Date	12 month vesting	24 month vesting	36 month vesting
Share price	$0.25	$0.025	$0.025	$0.025
Exercise price	$0.045	$0.045	$0.045	$0.045
Expected life	5 years	5 years	5 years	5 years
Risk free interest rate	2.73%	2.73%	2.73%	2.73%
Volatility	56%	56%	56%	56%
Time (years to expiry)	60 months	48 months	36 months	24 months
Dividend Yield	0%	0%	0%	0%

The Company has calculated the value of each option based on the following assumptions:

(a) They have based the underlying value of each Share on the ASX's closing price of $0.025 (2.5 cents) on 27 September 2018;
(b) Risk free rate of return – 2.73% derived from the implied zero coupon yield from Australian government bonds as at 27 September 2018;

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(c) Volatility of the share price of 56%, as determined from the historic volatility of the market price of the Company’s shares and the mean reversion tendency of volatilities;
(d) No adjustment has been made to the fair value of the Director Options for potential dilution; and
(e) The “Expected life” and “Risk free interest rate” reflect that the Director Options are not subject to an Employee Loan Scheme that permits the Company to grant financial assistance to employees (including salaried Directors) (or their permitted nominees) by way of a loan to enable them to exercise Options and acquire Shares.

Based on the assumptions, it is considered that the estimated average value of the Director Options is $0.009 for Director Options with no vesting conditions, $0.007 for Director Options with a 12 month vesting condition, $0.006 for Director Options with a 24 month vesting condition and $0.004 for Director Options with a 36 month condition.

Any change in the variables applied in the Black Scholes calculation between the date of the valuation and the date the Director Options are issued would have an impact on their value.

Company’s historical Share price

The following table gives details of the highest, lowest and latest price of the Shares trading on ASX over the past 12 months ending on 27 September 2018:

Highest Price (cents) / Date	Lowest Price (cents) / Date	Latest Price / Date
$0.045 on 15 January 2018	$0.02 on 18 September 2018	$0.025 on 27 September 2017

Other Information

Under the Australian Equivalent of IFRS, the Company is required to expense the value of the Director Options in its statement of financial performance for the current financial year. Other than as disclosed in this Explanatory Statement, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Director Options pursuant to Resolutions 10, 11 and 12.

Neither the Directors nor the Company are aware of other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by the proposed Resolutions.

INFORMATION REQUIREMENTS – LISTING RULES 10.14 and 10.15

Listing Rule 10.14

Listing Rule 10.14 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX's opinion, such that approval should be obtained. Resolutions 10, 11 and 12 are being put to Shareholders to seek approval for the issue of the Director Options pursuant to Listing Rule 10.14.

Listing Rule 10.15

The following information in relation to the Director Options to be granted pursuant to Resolutions 10, 11 and 12 is provided to Shareholders for the purposes of Listing Rule 10.15:

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(a) 8,000,000 Director Options will be granted to Mr Ferguson, or his nominee, and 4,000,000 Director Options will be granted to Mr Meagher, or his nominee and 2,000,000 Director Options will be granted to Ms Coates, or her nominee. Messrs Ferguson and Meagher and Ms Coates are Directors;
(b) the maximum number of Director Options to be granted is 14,000,000;
(c) the Director Options are being issued under the Plan for nil cash consideration and otherwise on the terms and conditions set out in Schedule 4 of this Explanatory Statement;
(d) no Equity Securities have previously been issued under the Plan;
(e) the persons referred to in Listing Rule 10.14 who are entitled to participate in the Plan are the current Directors, namely: Grant Ferguson, Peter Meagher and Shannon Coates;
(f) no loans will be made in relation to the Director Options;
(g) the Director Options will be issued to the Directors (or their respective nominees) no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Director Options will be issued on one date, being as soon as practicable following the Meeting; and
(h) voting exclusion statements have been included for the purposes of Resolutions 10, 11 and 12.

If approval is given for the grant of the Director Options under Listing Rule 10.14, approval is not required under Listing Rule 7.1.

Directors’ recommendation

All the Directors were available to make a recommendation. For the reasons noted above Messrs Ferguson and Meagher and Ms Coates decline to make a recommendation about Resolutions 10, 11 and 12 as they have a material personal interest in the outcome of these Resolutions as they relate to the proposed grant of Director Options or, in line with ASIC Regulatory Guide 76: Related Party Transactions.

Resolution 13: Approval of Additional 10% Placement Capacity

As noted above, ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( Additional 10% Placement Capacity ). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1. A summary of the ASX Listing Rule 7.1 is set out above.

An entity will be eligible to seek approval under ASX Listing Rule 7.1A if: (a) the entity has a market capitalisation of $300 million or less; and (b) the entity is not included in the S&PASX 300 Index. The Company is an Eligible Entity for the purposes of ASX Listing Rule 7.1A as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $14M, as at 27 September 2018.

If Shareholders approve Resolution 13, the number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in ASX Listing Rule 7.1A.2 (as set out below).

The Company is putting Resolution 13 to Shareholders to seek approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied as set out in this Resolution below.

ASX Listing Rule 7.1A

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The effect of Resolution 13 will be to permit the Company to issue the Equity Securities under ASX Listing Rule 7.1A during the Additional Placement Period (as defined below), without subsequent Shareholder approval and without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has one class of quoted Equity Securities on issue, being the Shares (ASX Code: KMT).

Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in ASX Listing Rule 7.1A at the time of issue of the Equity Securities. The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Resolution 13 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

Specific information required by ASX Listing Rule 7.3A

The following information in relation to this Resolution 13 is provided to Shareholders for the purposes of ASX Listing Rule 7.3A:

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(a) Minimum Price: The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities in that class over the 15 Trading Days on which shares in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

If the Equity Securities are issued for non-cash consideration, then, in accordance with the ASX Listing Rules, the Company will provide a valuation of the non-cash consideration to the market that demonstrates that the issue price of the securities complies with ASX Listing Rule 7.1A.3.

(b) Risk of economic and voting dilution: If Resolution 13 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Shares on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

The table shows:

(i) examples of where Variable A is at its current level and where Variable A has increased by 50% and by 100%;
(ii) examples of where the issue price of ordinary securities is the current market price as at close of trade on 27 September 2018, being $0.025, (current market price), where the issue price is halved, and where it is doubled; and
(iii) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

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Variable A	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect	Dilution
		$0.0125 Issue Price at half the current market price	$0.025 Issue Price at current market price	$0.05 Issue Price at double the current market price
Current Variable A 542,576,400 Shares	Shares issued – 10% voting dilution	54,257,640	54,257,640	54,257,640
	Funds raised	$678,221	$1,356,441	$2,712,882
50% increase in current Variable A 813,864,600 Shares	Shares issued – 10% voting dilution	81,386,460	81,386,460	81,386,460
	Funds raised	$1,017,331	$2,034,662	$4,069,323
100% increase in current variable A 1,085,152,800 Shares	Shares issued – 10% voting dilution	108,515,280	108,515,280	108,515,280
	Funds raised	$1,356,441	$2,712,882	$5,425,764

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

(i) There are currently 542,576,400 Shares on issue.
(ii) The issue price set out above is the closing price of the Shares on the ASX on 27 September 2018.
(iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
(iv) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval or ratification under ASX Listing Rule 7.1.
(v) No Options are exercised before the date of the issue of the Equity Securities.
(vi) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised.

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(vii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(viii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Approval of the Additional 10% Placement Capacity will be valid from the date of the Meeting and will expire on the earlier of:

(a) the date that is 12 months after the date of the Meeting; and
(b) the date of the approval by Shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), ( Additional Placement Period ) after which date, an approval under ASX Listing Rule 7.1A ceases to be valid.

The Company may seek to issue the Equity Securities under the Additional 10% Placement Capacity for the following purposes:

(a) cash consideration. If Equity Securities are issued for cash consideration, the Company intends to use the funds for development of its existing assets, to acquire new assets or investments and/or general working capital purposes; or
(b) non-cash consideration for the acquisition of new assets in, or complementary to, the resources sector. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under ASX Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company will determine the recipients at the time of the issue under the Additional 10% Placement Capacity, having regard to the following factors:

(a) the prevailing market conditions at the time of the issue;
(b) the purpose of the issue;
(c) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by alternative means such as an entitlements offer, a placement and another offer where existing Shareholders may participate;
(d) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of the proposed issued of Equity Securities;
(e) the effect of the issue of the Equity Securities on the control of the Company;
(f) the circumstances of the Company, including, but not limited to the financial situation and solvency of the Company; and
(g) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

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The Company notes that:
(a) the Board has formed no specific intentions to offer any placement to any existing Shareholders, class of Shareholders or any new investors;
(b) the Board will always consider, prior to making any placement whether the raising of funds could be achieved by means of an entitlements issue to existing Shareholders; and
(c) if any issue is announced, the Company would disclose its reasons for undertaking that particular issue rather than an entitlements issue to existing shareholders, should that occur.

The recipients under the Additional 10% Placement Capacity have not been determined as at the date of this Notice. They may, however, include current Shareholders, substantial Shareholders and/or new investors none of whom will be related parties (or their associates) of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new assets or investments.

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

When the Company issues Equity Securities pursuant to the Additional 10% Placement Capacity, it will give to ASX:

(a) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and
(b) the information required by ASX Listing Rule 3.10.5A for release to the market.

Specific Information required by ASX Listing Rule 7.3A.6:

Shareholder approval was granted to the Company under ASX Listing Rule 7.1A at its 2017 Annual General Meeting on 31 October 2017. For the purposes of ASX Listing Rule 7.3A.6, the Company informs Shareholders that it has in the 12 months preceding the date of this Annual General Meeting, issued 43,415,140 Equity Securities under ASX Listing Rule 7.1A representing 8% of the total issued capital of the Company.

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the 2018 Annual General Meeting are in the table below:

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The Company has, since its Annual General Meeting held on 31 October 2017, issued the following Equity Securities.

Date of issue	Number of securities issued	Type of security	Persons securities issued to	Issue Price and any discount to Market Price (if applicable)	Consideration, Current Value & use of funds as at the date of this Notice
8/11/17	137,500,000	Shares3	Vendors (or nominees) of 100% of Global Exploration Technologies Pty Ltd (GET)	Deemed issue price of $0.02 per Share representing a 33.33% discount to the Market Price at the date of issue	Shares issued as consideration for the purchase of 100% of the issued capital of GET, and therefore no funds were raised as a result of the issue. Current Value: $3,437,500
8/11/17	150,000,000	Shares3	Professional and sophisticated investors pursuant to Share placement arranged by Discovery Capital Partners Pty Ltd	Issue price of $0.02 per Share representing a 33.33% discount to the Market Price at the date of issue	The Shares were issued under a Share Placement raising a total of $3,000,000. Funds raised were applied towards development and exploration, working capital and costs associated with the raising.
8/11/17	3,750,000	Shares3	Directors Mr Grant Ferguson and Mr Tim Goldsmith (or nominees in lieu of Director fees	Deemed issue price of $0.02 representing a 33.33% discount to the Market Price at the date of issue	Shares were issued in lieu of cash payment for services provided to the Company, therefore no funds were raised as a result of the issue. Current Value: $93,750
8/11/17	7,500,000	Shares3	Ironside Capital (or nominees)	Nil consideration	Shares were as part consideration for capital raising

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					services therefore no funds were raised as a result of the issue. Current Value: $187,500
8/11/17	55,000,000	Options4	Directors and Brokers	Nil consideration	The Options were issued as part consideration for services provided , and therefore no funds were raised as a result of the issue. Current Value: $478,362
12/6/18	1,625,000	Shares3	Vendor of prospecting licences	Deemed issue price of $0.04 representing a 33.33% premium to the Market Price at the date of issue	Shares issued as part for purchase of prospecting licences in Boswana, and therefore no funds were raised as a result of the issue. Current Value: $40,625
24/7/18	106,800,000	Shares3	Professional and sophisticated investors pursuant to Share placement arranged by Ironside Capital Pty Ltd and Nascent Capital Partners Pty Ltd	Issue price of $0.025 per Share representing a 16.67% discount to the Market Price at the date of issue	The Shares were issued under a Share Placement raising a total of $2,670,000. Funds raised have and will be applied towards the Company’s 2018 exploration program, working capital and costs associated with the raising. Nil funds have been expended as at the date of this Notice of Meeting. Current Value: $2,670,000

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" Market Price" means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
In respect of quoted Equity Securities the "Current Value" is based on the closing price of the Shares ($0.025) on ASX on 27 September 2018. The value of unquoted Options is measured using the Black & Scholes pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the security, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the security. No account is taken of any performance conditions included in the terms of the security other than market based performance conditions (i.e. conditions linked to the price of Shares).
Fully paid ordinary shares in the capital of the Company (ASX Code: KMT). Rights and liabilities are set out in the Constitution.
Unlisted Options exercisable at $0.06 each on or before 8 November 2020.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 13.

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GLOSSARY OF TERMS

Associate	has the meaning given to that term in the ASX Listing Rules.
ASX	means ASX Limited ACN 008 624 691.
ASX Listing Rules	means the listing rules of ASX, as amended from time to time.
Board	means the Board of Directors of the Company.
Chair	means the individual acting as chairperson of the Meeting.
Company	means Kopore Metals Limited ABN 73 149 230 811.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Explanatory Statement	means the explanatory statement accompanying this Notice.
Equity Securities	has the same meaning as in the ASX Listing Rules.
Meeting	means the Annual General Meeting of the Company convened by
	this Notice.
Notice	means this notice of the annual general meeting of the Company
	including this Explanatory Statement and the Proxy Form.
Option	means an option to acquire a Share.
Proxy Form	means the proxy form attached to this Notice.
Shareholder	means a holder of one or more Shares.
Share	means a fully paid ordinary share in the capital of the Company.
VWAP	means volume weighted average price of Shares.

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SCHEDULE 1 - BROKER OPTION TERMS AND CONDITIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

The Broker Options are exercisable at a 25% premium to the 10-day VWAP prior to the Placement, calculated as $0.029, resulting in an exercise price for the Options of $0.0363 (3.63 cents). The Company may elect, on 21 days’ notice, for the Options to be exercised if the Company’s twenty (20) day VWAP is at least a 100% premium to the Placement price, calculated as $0.05 (5 cents).

(c) Expiry Date

Each Option will expire at 5:00 pm on 19 November 2019 (Expiry Date) being 12 months from the proposed date of issue of the Options. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

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(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Quoted

The Company will apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 - CONSULTANT OPTION TERMS AND CONDITIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.045 (4.5 cents) (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm on 19 November 2023 (Expiry Date) being 60 months from the proposed date of issue of the Options. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

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(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Quoted

The Company will apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 3 - KEY TERMS OF EMPLOYEE SECURITIES INCENTIVE PLAN

The Company has established an employee incentive Plan ( Plan ).

The full terms of the Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Plan is set out below.

(a) Eligible Participant

"Eligible Participant" means a person that:

(i) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and
(ii) has been determined by the Board to be eligible to participate in the Plan from time to time.
(b) Purpose

The purpose of the Plan is to:

(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(c) Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

(d) Eligibility, invitation and application
(i) The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.
(ii) On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.
(iii) If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f) Terms of Convertible Securities
(i) Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.
(ii) Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a

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security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) Vesting of Convertible Securities
(i) Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation.
(ii) A vesting condition may, subject to applicable laws, be waived by the Board on such terms and conditions determined by the Board.
(iii) If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. If the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
(h) Exercise of Convertible Securities and cashless exercise
(i) To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.
(ii) An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the "Market Value" of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities. "Market Value" means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 Trading Days immediately preceding that given date, unless otherwise specified in an invitation.
(iii) A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
(i) Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(j) Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

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(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

(k) Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

(l) Rights attaching to Plan Shares

All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(m) Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n) Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(o) Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(p) Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted

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under the Plan and determine that any amendments to the Plan rules be given retrospective, immediate or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(q) Plan duration

The Plan continues until the Board decides to end it. The Board may suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

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SCHEDULE 4 – DIRECTOR OPTION TERMS AND CONDITIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.045 (4.5 cents) per Share ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm on the date that is 60 months after the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Vesting Conditions
(i) Subject to these terms and conditions, the Options will vest on each of the following dates (Vesting Dates), subject to the Participant remaining engaged by the Company at all times between the date of issue of the Options and the relevant Vesting Date:
- A. for Managing Director options
- one third of the Options will vest upon 12 months after the date of issue;
- one third of the Options will vest upon 24 months after the date of issue; and
- one third of the Options will vest upon 36 months after the date of issue;
- B. for Non-Executive Director options
- all Options will vest upon date of issue;
(ii) Notwithstanding paragraph (d)(i) above, all of the Options will immediately vest upon a Change of Control Event (as that term is defined in the Plan).
(e) Exercise Period

The Options are exercisable at any time after the Option has vested, on or prior to the Expiry Date ( Exercise Period ).

(f) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(g) Exercise Date

(h) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

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(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (h)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(j) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(k) Reconstruction of capital

(l) Participation in new issues

(m) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(n) Quoted

The Company does not intend to apply for quotation of the Options on ASX.

(o) Transferability

The Options are not transferable.

(p) Plan

(i) The Options are granted under the Plan for nil cash consideration.
(ii) In the event of any inconsistency between the Plan and these terms and conditions, these terms and conditions will apply to the extent of the inconsistency.

KOPORE METALS LIMITED | ABN 73 149 230 811

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AGM Registration Card If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Holder Number:

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Vote by Proxy: KMT

Your proxy voting instruction must be received by 10.00am (WST) on Saturday, 17 November 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

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Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

Save Money: help minimise unnecessary print and mail costs for the Company.
It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.
Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

SUBMIT YOUR PROXY VOTE BY PAPER Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS SIGNING INSTRUCTIONS Sample only

You must sign this form as follows in the spaces provided

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

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 lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chairman of the Meeting will be appointed as your proxy by default.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares 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 shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting 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.

POWER OF ATTORNEY

APPOINTMENT OF SECOND PROXY

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms.

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both

Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. └

Return your completed form

Contact us – All enquiries to Automic

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WEBCHAT: https://automic.com.au/ BY MAIL: IN PERSON: EMAIL: [email protected] Automic Automic GPO Box 5193 PHONE: Level 29, 201 Elizabeth 1300 288 664 (Within Australia) Sydney NSW 2001 Street, +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Kopore Metals Limited, to be held on 19 November 2018 at the offices of Discovery Capital Partners, Level 1, 50 Ord Street, West Perth, WA 6005 commencing at 10.00am (WST) hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your 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 and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

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Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution(s) 1, 9, 10, 11 and 12 (except where I/we have indicated a different voting intention below) even though Resolution(s) 1, 9, 10, 11 and 12 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2: Your Voting Direction	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain
	1. Adoption of the Remuneration Report		8. Approval to issue 3,000,000 Options to Discovery Capital
	2. Election of Director - Mr Peter Meagher		9. Adoption of Employee Securities Incentive Plan
	3. Re-election of Director - Ms Shannon Coates ~~Sampl~~		10. Approval to issue 8,000,000 Director Options – Mr Grant Ferguson ~~e only~~
	4. Ratification of issue of 1,625,000 Shares to Virgo		11. Approval to issue 4,000,000 Director Options – Mr Peter Meagher
	5. Ratification of issue of 63,384,860 Placement Shares under ASX Listing Rule 7.1		12. Approval to issue 2,000,000 Director Options – Ms Shannon Coates
	6. Ratification of issue of 43,415,140 Placement Shares under ASX Listing Rule 7.1A		13. Approval of Additional 10% Placement Capacity
	7. Approval to issue 30,000,000 Options to Ironside and Nascent
		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.

STEP 3:Sign Here + Contact Details		SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date(DD/MM/YY) / /
		Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:		Securityholder 3 Director / Company Secretary

		Email Address:


		Contact Daytime Telephone		Date(DD/MM/YY) / /

	By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: Email Address: Contact Daytime Telephone				Securityholder 2 Director			Securityholder 3 Director / Company Secretary Date(DD/MM/YY) / /

By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

AI assistant

BARYS RESOURCES LIMITED — AGM Information 2018

64567_rns_2018-10-18_5439fa62-9589-4216-82c8-fd3a72f2c5c8.pdf

KOPORE METALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2018

Resolution 1: Non-binding Resolution to adopt Remuneration Report

Resolution 2: Election of Director - Mr Peter Meagher

Resolution 3: Re-election of Director - Ms Shannon Coates

Resolution 4: Ratification of issue of 1,625,000 Shares to Virgo

Resolution 5: Ratification of issue of 63,384,860 Placement Shares under ASX Listing Rule 7.1

Resolution 6: Ratification of issue of 43,415,140 Placement Shares under ASX Listing Rule 7.1A

Resolution 8: Approval to issue 3,000,000 Options to Discovery Capital

Resolution 9: Adoption of Employee Securities Incentive Plan

Voting Prohibition Statements:

Resolution 10: Approval to issue 8,000,000 Director Options – Mr Grant Ferguson

Voting Exclusion:

Voting Prohibition Statements:

Voting Exclusion:

Voting Prohibition Statements:

Resolution 12: Approval to issue 2,000,000 Director Options – Ms Shannon Coates

Voting Exclusion:

Voting Prohibition Statements:

Resolution 13: Approval of Additional 10% Placement Capacity

Voting entitlements

Corporate Representatives

How to Vote

Voting at the Meeting

Proxy Votes

Voting Intention of the Chair for all Resolutions

By Order of the Board

EXPLANATORY STATEMENT

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2018

Resolution 1: Non-Binding Resolution to adopt Remuneration Report

Voting consequences

Voting Restriction

Resolution 2: Election of Director – Mr Peter Meagher

Mr Peter Meagher

Independence

Board Recommendation

Resolution 3: Re-election of Director – Ms Shannon Coates

Shannon Coates

Independence

Board Recommendation

Resolution 4: Ratification of issue of 1,625,000 Shares to Virgo

Technical information required by ASX Listing Rule 7.5

Board Recommendation

Resolutions 5 and 6:

Technical information required by ASX Listing Rule 7.5

Board Recommendation

Resolution 7: Approval to issue 30,000,000 Options to Ironside and Nascent

Technical information required by ASX Listing Rule 7.3

Board Recommendation

Resolution 8: Approval to issue 3,000,000 Options to Discovery Capital

Technical information required by ASX Listing Rule 7.3

Board Recommendation

Resolution 9: Adoption of Employee Securities Incentive Plan

Board Recommendation

Resolutions 10, 11 and 12: Approval to Issue Director Options

RELATED PARTY TRANSACTIONS GENERALLY

INFORMATION REQUIREMENTS – CHAPTER 2E OF THE CORPORATIONS ACT

The related parties to whom the proposed resolutions would permit the financial benefit to be given and the nature of the financial benefit

The details of the financial benefit including reasons for giving the type and quantity of the benefit

Current Holdings

Dilution effect of grant of Director Options on existing members’ interests

Director total remuneration packages

Valuation of Director Options

Company’s historical Share price

Other Information

INFORMATION REQUIREMENTS – LISTING RULES 10.14 and 10.15

Listing Rule 10.14

Listing Rule 10.15

Directors’ recommendation

Resolution 13: Approval of Additional 10% Placement Capacity

ASX Listing Rule 7.1A

Specific information required by ASX Listing Rule 7.3A

Approval of the Additional 10% Placement Capacity will be valid from the date of the Meeting and will expire on the earlier of:

BARYS RESOURCES LIMITED AGM Information 2018

SUBMIT YOUR PROXY VOTE BY PAPER Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS SIGNING INSTRUCTIONS Sample only