BARYS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2019

May 22, 2019

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K o p o r e M e t a l s L i m i t e d A C N 1 4 9 2 3 0 8 1 1

N O T I C E O F G E N E R A L M E E T I N G

E X P L A N A T O R Y S T A T E M E N T

P R O X Y F O R M

Date of Meeting

26 June 2019

Time of Meeting

10:00am (WST)

Place of Meeting Discovery Capital Partners Level 1, 50 Ord Street WEST PERTH WA 6005

Please read this Notice of General Meeting and Explanatory Statement carefully.

If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

N O T I C E O F G E N E R A L M E E T I N G

The General Meeting of Shareholders of Kopore Metals Limited ACN 149 230 811 ( Company ) is to be held on Wednesday, 26 June 2019 at Discovery Capital Partners, Level 1, 50 Ord Street, West Perth, Western Australia, commencing at 10.00am (WST) for the purpose of transacting the following business referred to in this Notice of General Meeting ( Notice ).

Capitalised 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.

ORDINARY BUSINESS

Resolution 1 - Ratification of Prior Issue under Listing Rule 7.1 – Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 37,942,360 Shares issued under Listing Rule 7.1 at $0.01 per Share to raise $379,423.60 (before costs) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 2 - Ratification of Prior Issue under Listing Rule 7.1A – Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 54,257,640 Shares issued under Listing Rule 7.1A at $0.01 per Share to raise $542,576.40 (before costs) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 3 - Approval for Director Participation in Placement: Mr Peter Meagher

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

“That, for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Placement Shares to Mr Peter Meagher or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Peter Meagher or his nominee(s) and any associates of Mr Peter Meagher or his nominee(s). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Resolution 4 - Approval for Director Participation in Placement: Mr Simon Jackson

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

“That, for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue 5,000,000 Placement Shares to Mr Simon Jackson or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Simon Jackson or his nominee(s) and any associates of Mr Simon Jackson or his nominee(s). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 5 - Approval for Director Participation in Placement: Mr Grant Ferguson

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

“That, for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue 800,000 Placement Shares to Mr Grant Ferguson or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Grant Ferguson or his nominee(s) and any associates of Mr Grant Ferguson or his nominee(s). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 6 - Approval for Director Participation in Placement: Ms Shannon Coates

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

“That, for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Placement Shares to Ms Shannon Coates or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Shannon Coates or his nominee(s) and any associates of Ms Shannon Coates or his nominee(s). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Other Business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

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DATED THIS 23 DAY OF MAY 2019

BY ORDER OF THE BOARD

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Sarah Wilson Company Secretary

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How to vote

Shareholders can vote by either:

• attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronic lodgment or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

• A Shareholder entitled to attend, and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed, and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

• Should any resolution, other than as specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the Meeting, the Chairman of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support the resolution proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to the proposed resolution. These rules are explained in this Notice.

• To be effective, proxies must be lodged by 10:00am (WST) on 24 June 2019. Proxies lodged after this time will be invalid.

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• Proxy Forms can be submitted by the below methods:

By posting: Automic Share Registry GPO Box 5193 Sydney NSW 2000 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).

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10:00am (WST) on 24 June 2019. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5:00pm (WST) on 24 June 2019.

Voting

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on the Resolution.

Chairs Voting Intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

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K O P O R E M E T A L S L I M I T E D ACN 149 230 811

E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the General Meeting of Kopore Metals Limited ( Company ).

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

Certain capitalised 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.

Background

As announced on 9 May 2019, the Company received firm commitments to raise up to $1,000,000 (before costs) via a placement of up to 100,000,000 Shares at an issue price of $0.01 per Share ( Placement Shares ) to institutional and sophisticated investors who are clients of Discovery Capital Partners Pty Ltd and Nascent Capital Partners Pty Ltd ( Lead Managers ) ( Placement ).

On 15 May 2019 the Company announced the issue of 92,200,000 Placement Shares. The Placement comprised:

• a) The issue of 37,942,360 Placement Shares ( LR7.1 Placement Shares ). The LR7.1 Placement Shares were issued pursuant to the Company’s 15% placement capacity under Listing Rule 7.1 and raised $379,423.60 (before costs). Ratification of the issue of the LR7.1 Placement Shares is sought pursuant to Resolution 1 of this Notice of Meeting; and

• b) The issue of 54,257,640 Placement Shares ( LR7.1A Placement Shares ). The LR7.1A Placement Shares were issued pursuant to the Company’s 10% placement capacity under Listing Rule 7.1A and raised $542,576.40 (before costs). Ratification of the issue of the LR7.1A Placement Shares is sought pursuant to Resolution 2 of this Notice of Meeting.

Subject to Shareholder approval, the Company’s Directors collectively agreed to subscribe for a total of 7,800,000 of the Placement Shares. Shareholder approval for the Directors’ participation in the Placement for the purposes of Listing Rule 10.11 and Chapter 2E of the Corporations Act is the subject of Resolutions 4, 5 and 6 in this Notice of Meeting.

Resolutions 1 and 2 – Ratification of Prior Issues - Placement Shares

General

As noted in the above background, the Company issued a total of 92,200,000 Placement Shares at an issue price of $0.01 per Share to raise approximately $922,000 (before costs).

54,257,640 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 19 November 2018 and 37,942,360 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1. A summary of ASX Listing Rules 7.1, 7.1A and 7.4 are set out below.

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Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the LR 7.1 Placement Shares and LR 7.1A Placement Shares.

ASX Listing Rule 7.1

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

By ratifying the issue, the subject of Resolution 1, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of quoted Equity Securities which represents up to 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

• a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue, the subject of Resolution 2, the base figure (i.e. variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A (and provided that the previous issue did not breach ASX Listing Rule 7.1 and ASX Listing Rule 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 and ASX Listing Rule 7.1A.

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 LR7.1 Placement Shares and LR7.1A Placement Shares:

• (a) 37,942,360 LR7.1 Placement Shares and 54,257,640 LR7.1A Placement Shares were issued;

• (b) the issue price was $0.01 per Placement Share;

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• (c) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares were issued to institutional and sophisticated investors who are clients of Discovery Capital Pty Ltd and Nascent Capital Partners Pty Ltd. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue will be used to undertake its planned 2019 exploration program on its Botswanan and Namibian licenses.

Resolutions 3, 4, 5 and 6 – Approval for Directors’ participation in Placement

General

As noted in the above Background, the Company’s Directors have agreed to subscribe for a total of 7,800,000 Placement Shares.

Listing Rule 10.11 requires shareholder approval to be obtained when an entity issues or agrees to issue securities to a related party. Pursuant to Listing Rule 10.11, Resolutions 3, 4, 5 and 6 seek Shareholder approval for the Directors’ participation in the Placement. The Company’s Non-Executive Chairman, Mr Peter Meagher, Managing Director, Mr Simon Jackson and Non-Executive Directors, Mr Grant Ferguson and Ms Shannon Coates or their respective nominees ( Related Parties ), intend to participate in the Placement on the same terms and conditions as other participants.

Subject to Shareholder approval, the Related Parties intend to participate in the Placement as follows:

• a) Mr Meagher intends to subscribe for 1,000,000 Placement Shares;

• b) Mr Jackson intends to subscribe for 5,000,000 Placement Shares;

• c) Mr Ferguson intends to subscribe for 800,000 Placement Shares; and d) Ms Coates intends to subscribe for 1,000,000 Placement Shares,

(together, the Related Party Placement Shares ).

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Related Party Placement Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Placement Shares to the Related Parties (or nominee(s)) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

The grant of the Related Party Placement Shares constitutes giving a financial benefit and Messrs Meagher, Jackson, Ferguson and Coates are related parties of the Company by virtue of being Directors. However the Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Related Party Placement Shares because these will be issued to the Related Parties on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

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Technical information required by ASX Listing Rule 10.13

Pursuant to ASX Listing Rule 10.13, the following information is provided in relation to the Related Party participation:

• a) the Related Party Placement Shares will be issued as follows:

• i. Mr Meagher (or his nominee(s)) – up to 1,000,000 Placement Shares;

• ii. Mr Jackson (or his nominee(s)) – up to 5,000,000 Placement Shares;

• iii. Mr Ferguson (or his nominee(s)) – up to 800,000 Placement Shares; and

• iv. Ms Coates (or her nominee(s)) – up to 1,000,000 Placement Shares.

• b) the Related Party Placement Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• c) the Related Party Placement Shares will be issued at $0.01 per Share, being the same as all other Shares issued under the Placement;

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

• e) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in relation to Resolutions 1 and 2 of this Explanatory Statement; and

• f) a voting exclusion statement is included in the Notice.

Enquiries

Shareholders are requested to contact the Company Secretary, Ms Sarah Wilson, on (+61 8) 9322 1587 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“$” means Australian dollars.

“ASX” means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

• “ASX Listing Rules” means the Listing Rules of ASX.

“Board” means the board of Directors of the Company.

• “Chair” means the chair of the General Meeting.

“Company” means Kopore Metals Limited ACN 149 230 811.

“Constitution” means the constitution of the Company.

“Corporations Act” means the Corporations Act 2001 (Cth).

“Director” means a director of the Company.

“Equity Securities” has the meaning given to that term in the Listing Rules.

• “Explanatory Statement” means the explanatory statement accompanying the Notice of Meeting.

“General Meeting” or “Meeting” means the General Meeting the subject of the Notice.

“Lead Managers” means Discovery Capital Partners Pty Ltd (ACN 615 635 982) and Nascent Capital Partners Pty Ltd (ACN 154 848 469).

“Listing Rules” means the Listing Rules of the ASX.

• “LR7.1 Placement Shares” has the meaning given to that term under the Background section of this Explanatory Memorandum.

• “LR7.1A Placement Shares” has the meaning given to that term under the Background section of this Explanatory Memorandum.

“Notice” or “Notice of Meeting” means this notice of General Meeting.

" Placement " has the meaning given to that term under the Background section of this Explanatory Memorandum.

“Placement Shares” has the meaning given to that term under the Background section of this Explanatory Memorandum.

“Proxy Form” means the Proxy Form accompanying the Notice.

“Related Party” has the meaning given to that term in the Corporations Act.

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• “Related Party Placement Shares” means the 7,800,000 Placement Shares to be issued pursuant to Resolutions 3, 4, 5 and 6.

• “Resolution” means a resolution the subject of the Notice.

• “Share” means an ordinary fully paid share in the issued capital of the Company.

• “Shareholder” means a Shareholder of the Company.

• “WST” means Australian Western Standard Time.

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