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DRAIG RESOURCES LIMITED ACN 110 439 686

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the offices of Patersons Securities Limited, 48/264 George St, Sydney, New South Wales on Friday, 20 October 2017 at 1 pm (AEDT).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 6143 6740.

Shareholders are urged to attend or vote by lodging the proxy enclosed with the Notice

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A C N 1 1 0 4 3 9 6 8 6

DRAIG RESOURCES LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Draig Resources Limited ( Company ) will be held at the offices of Patersons Securities Limited, 48/264 George St, Sydney, New South Wales on Friday, 20 October 2017 at 1 pm (AEDT) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 18 October 2017 at 1 pm (AEDT).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Re-election of Director – Mr Stephen Parsons

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

"That, Mr Stephen Parsons, a Director who was appointed on 31 March 2017, having retired and being eligible for re-election in accordance with clause 13.4 of the Constitution, is re-elected as a Director."

2. Resolution 2 – Ratification of prior issue of Shares under April 2017 placement – Listing Rule 7.1A

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,666,666 Shares under Listing Rule 7.1A on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any persons who participated in the issue and any of their associates.

However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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(b) it 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.

3. Resolution 3 – Ratification of prior issue of Shares under Placement - Listing Rule 7.1

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,275,075 Shares under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any persons who participated in the issue and any of their associates.

However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

4. Resolution 4 – Ratification of prior issue of Shares under Placement - Listing Rule 7.1A

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,516,717 Shares under Listing Rule 7.1A on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any persons who participated in the issue and any of their associates.

However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

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5. Resolution 5 – Approval to Issue Shares to Professional and Sophisticated Investors under Placement

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

“That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval is given for the Directors to allot and issue 46,208,208 Shares at an issue price of $0.05 per share to professional and sophisticated investors on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution any person who may participate in the proposed issue and by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons.

However, the Company need not disregard such a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

6. Resolution 6 – Ratification of prior Issue of Director Options to Mr Stephen Parsons

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 30,000,000 Director Options to Stephen Parsons (through his nominee, Symorgh Investments Pty Ltd as trustee for the Symorgh Trust) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Stephen Parsons, and any of his respective associates or nominees.

However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

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7. Resolution 7 – Approval of Employee Incentive Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2 exception 9(b) and for all other purposes, Shareholders approve the establishment of an employee incentive scheme of the Company to be known as the "Draig Resources Limited Employee Incentive Plan" and the issue of Equity Securities under that scheme, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director (except one who is ineligible to participate in any employee incentive scheme of the Company) and any of their respective associates or nominees.

However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

8. Resolution 8 – Issue of Incentive Options to Mr Ray Shorrocks

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 7,500,000 Incentive Options to Mr Ray Shorrocks (or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion and Prohibition

The Company will disregard any votes cast on this Resolution by Mr Ray Shorrocks (or his nominee), and any of his respective associates or nominees.

However, the Company need not disregard such a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

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9. Resolution 9 – Issue of Advisor Options to Longreach Capital Pty Ltd

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Advisor Options to Longreach Capital Pty Ltd (or its nominee) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion and Prohibition

The Company will disregard any votes cast on this Resolution by Longreach Capital Pty Ltd (or its nominee), by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons.

However, the Company need not disregard such a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

10. Resolution 10 – Issue of Advisor Options to Konkera Pty Ltd

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Advisor Options to Konkera Pty Ltd (or its nominee) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion and Prohibition

The Company will disregard any votes cast on this Resolution by Konkera Pty Ltd (or its nominee), by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons.

However, the Company need not disregard such a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

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11. Resolution 11 – Issue of Advisor Options to Kumova Consulting Pty Ltd

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 20,000,000 Advisor Options to Kumova Consulting Pty Ltd (or its nominee) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion and Prohibition

The Company will disregard any votes cast on this Resolution by Kumova Consulting Pty Ltd (or its nominee), by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons.

However, the Company need not disregard such a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it 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.

BY ORDER OF THE BOARD

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Oonagh Malone Company Secretary Dated: 13 September 2017

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A C N 1 1 0 4 3 9 6 8 6

DRAIG RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of Patersons Securities Limited, 48/264 George St, Sydney, New South Wales on Friday, 20 October 2017 at 1 pm (AEDT).

The Explanatory Memorandum forms part of the Notice, which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Shareholders	in deciding how to vote on the Resolutions:
Section 2	Action to be taken by Shareholders
Section 3	Resolution 1 Re-election of Director – Mr Stephen Parsons
Section 4	Resolution 2 – Ratification of Prior Issue of Shares under April 2017 Placement
Section 5	Resolutions 3 and 4 – Ratification of Prior Issue of Shares under Placement
Section 6	Resolution 5 – Approval to Issue Shares to Professional and Sophisticated Investors under Placement
Section 7	Resolution 6 – Ratification of Prior Issue of Director Options to Mr Stephen Parsons_(through his nominee, Symorgh Investments Pty Ltd_ as trustee for the Symorgh Trust)
Section 8	Resolution 7 – Approval of Employee Incentive Plan
Section 9	Resolutions 8 – Issue of Incentive Options to Mr Ray Shorrocks
Section 10	Resolutions 9, 10 and 11 – Issue of Advisor Options to Longreach Capital Pty Ltd, Konkera Pty Ltd and Kumova Consulting Pty Ltd
Schedule 1	Definitions
Schedule 2	Summary of Terms and Conditions of Director Options
Schedule 3	Employee Incentive Plan
Schedule 4	Summary of Terms and Conditions of Incentive Options
Schedule 5	Summary of Terms and Conditions of Advisor Options

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A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

2.1 Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.2 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

3. Resolution 1 Re-election of Director – Mr Stephen Parsons

3.1 General

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director 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 (being a maximum of 9 as specified by clause 13.1 of the Constitution).

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Stephen Parsons was appointed as a Director on 31 March 2017 and accordingly retires and seeks re-election at this Meeting.

Information on the qualifications, skills and experience of Mr Parsons is set out below.

3.2 Mr Stephen Parsons

Mr Parsons was previously the Managing Director of Gryphon Minerals Ltd, which he founded and listed on the Australian Securities Exchange, growing the company to be included on the ASX200 group of companies. During that time, Mr Parsons oversaw the discovery and delineation of the 3.6 million oz Banfora Gold Project in West Africa and

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the subsequent takeover of the company for $100 million by a significant North American gold company in late 2016. Mr Parsons has 20 years’ experience in the mining industry with a proven track record of mineral discoveries, corporate growth, international investor relations and creating shareholder wealth. Mr Parsons holds an honours degree in Geology.

3.3 Board recommendation

The Board (excluding Mr Parsons, to whom the Resolution relates), recommends that Shareholders vote in favour of Resolution 1.

Resolution 1 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 1.

4. Resolution 2 – Ratification of Prior Issue of Shares under April 2017 placement

4.1 General

On 5 April 2017, the Company issued 16,666,666 Shares at an issue price of $0.03 each to new domestic institutional and sophisticated Shareholders to raise $500,000 (before costs).

Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 and for all other purposes for the issue of the Shares the subject of this Resolution 2.

4.2 Listing Rule 7.1

Subject to certain exceptions, Listing Rule 7.1 prevents a company from issuing or agreeing to issue new securities, or other securities with rights of conversion to equity (such as an option), in any 12 month period which amount to more than 15% of the Company’s ordinary securities on issue without shareholder approval.

4.3 Listing Rule 7.1A

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 comprising up to 10% of its issued capital. The Company obtained this approval at its Annual General Meeting held on 31 October 2016.

4.4 Listing Rule 7.4

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

The effect of Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities under the additional 10% annual placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

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4.5 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Shares the subject of this Resolution 2:

(a) a total of 16,666,666 Shares were issued on 5 April 2017 within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval;
(b) the Shares were issued at an issue price of $0.03 each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the Shares were issued to new domestic institutional and sophisticated Shareholders, including the Company’s incoming Executive Director, Mr Stephen Parsons, and other non-related parties;
(e) the funds raised from the issue of the Shares are intended to be used to progress the Company's Bellevue Gold Project and for general working capital; and
(f) a voting exclusion statement is included in the Notice.

4.6 Other information

The Company confirms that the issue of the Shares the subject of this Resolution 2 did not breach Listing Rule 7.1 and 7.1A.

Listing Rule 10.12 Exception 6 provides an exception for a company to issue securities to a related party without Shareholder approval if the person is a related party by reason only of the transaction which is the reason for the issue of the securities.

The Shares were issued to Mr Stephen Parsons in connection with him becoming a Director of the Company. Shareholder approval under Listing Rule 10.11 was not required for the issue of Shares to Mr Parsons, as Listing Rule 10.12 Exception 6 applied.

4.7 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 2.

5. Resolutions 3 and 4 – Ratification of prior issue of Shares under Placement

5.1 General

As detailed in the Company’s ASX announcement of 22 August 2017, the Company is undertaking a placement of 66,000,000 Shares at an issue price of $0.05 per Share to qualified, institutional, professional and sophisticated investors ( Placement ).

The Placement is being conducted in two tranches:

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Tranche 1 – unconditional placement of 13,791,792 Shares issued under the Company’s existing placement capacity in accordance with Listing Rules 7.1 and 7.1A to raise approximately $690,000 (before costs) ( Tranche 1 Placement Shares ); and
Tranche 2 – conditional placement of up to 52,208,208 Shares to raise up to approximately $2,610,000 (before costs) ( Tranche 2 Placement Shares ).

Of the 13,791,792 Tranche 1 Placement Shares issued:

(a) 6,275,075 Tranche 1 Placement Shares were issued under the Company’s Listing Rule 7.1 capacity; and
(b) 7,516,717 Tranche 1 Placement Shares were issued under the Company’s Listing Rule 7.1A capacity.

Issue of the Tranche 1 Placement Shares was completed on 25 August 2017 and it is envisaged that, subject to Shareholder approval (refer to Resolution 5), issue of the Tranche 2 Placement Shares will be completed on or around 4 October 2017.

5.2 Listing Rule 7.1

The requirements and effects of Listing Rules 7.1, 7.1A and 7.4 are set out in Sections 4.2 to 4.4 above.

The effect of Resolutions 3 and 4 will be to allow the Company to retain the flexibility to issue Equity Securities under the 15% annual placement capacity set out in Listing Rule 7.1 and the additional 10% annual placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

5.3 Resolution 3 – Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Shares the subject of Resolution 3:

(a) a total of 6,275,075 Shares were issued on 25 August 2017 within the 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval;
(b) the Shares were issued at an issue price of $0.05 each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the Shares were issued to a mix of new and existing sophisticated and professional investors;
(e) the funds raised from the issue of the Shares are intended to be used for exploration at the Company’s Bellevue Gold Project and for general working capital; and
(f) a voting exclusion statement is included in the Notice.

5.4 Resolution 3 – Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 is an ordinary resolution.

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The Chair intends to exercise all available proxies in favour of Resolution 3.

5.5 Resolution 4 – Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Shares the subject of Resolution 4:

(a) a total of 7,516,717 Shares were issued on 25 August 2017 within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval;
(b) the Shares were issued at an issue price of $0.05 each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the Shares were issued to a mix of new and existing sophisticated and professional investors;
(e) the funds raised from the issue of the Shares are intended to be used for exploration at the Company’s Bellevue Gold Project and for general working capital; and
(f) a voting exclusion statement is included in the Notice.

5.6 Resolution 4 – Board Recommendation

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

Resolution 4 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 4.

6. Resolution 5 - Approval to Issue Shares to Professional and Sophisticated Investors under Placement

6.1 General

Details of the Placement are set out in Section 5.1.

The Company is seeking Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares to professional and sophisticated investors at an issue price of $0.05 per Share to raise approximately $2,610,000 before costs of the issue.

The issue of the Tranche 2 Placement Shares is conditional upon Shareholder approval.

The requirements of Listing Rule 7.1 are set out in Section 4.2 above. The effect of Resolution 5 will be to allow the Directors to issue 52,208,208 Shares to professional and sophisticated investors during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the 15% capacity under Listing Rule 7.1.

6.2 Listing Rule 7.1

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

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(a) the number of Shares to be issued is 52,208,208;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(c) the Shares are to be issued by the Company at an issue price of $0.05 per Share to raise approximately $2,610,000 before costs of the issue;
(d) the recipients of the Shares will be a mix of new and existing sophisticated and professional investors;
(e) no Shares pursuant to Resolution 5 will be issued to Directors of the Company or their associates;
(f) the Shares will be allotted and/or issued on or around 4 October 2017, but in any event no later than 3 months after the date of the Meeting;
(g) the Shares will rank equally in all respects with the Company's existing Shares on issue;
(h) the funds raised from the issue of Shares will be used for exploration at the Company’s Bellevue Gold Project and for general working capital; and
(i) a voting exclusion statement has been included in the Notice of Meeting for the purposes of Resolution 5.

6.3 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 5.

Resolution 5 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 5.

7. Resolution 6 – Ratification of Prior Issue of Director Options to Mr Stephen Parsons

7.1 General

On 31 March 2017, the Company appointed Mr Stephen Parsons to the Board of Directors and issued 30,000,000 Options to him (through his nominee) as part of his agreed remuneration package ( Director Options ), as follows:

Options exercisable at $0.035 each on or before 31 March 2020	Options exercisable at $0.04 each on or before 31 March 2020	TOTAL
15,000,000	15,000,000	30,000,000

Shareholder approval under Listing Rule 10.11 was not required for the issue of the Director Options as Listing Rule 10.12 Exception 6 applied.

Shareholder approval was also not sought under Chapter 2E of the Corporations Act (see Section 7.4 for a summary of Chapter 2E) as the Board considered that the issue

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of Director Options was reasonable remuneration which had been negotiated on arm's length terms.

Accordingly, Shareholder ratification is being sought only for the purpose of refreshing the Company’s capacity to issue Equity Securities under Listing Rule 7.1, such that upon approval being obtained, the number of Equity Securities the Company will be entitled to issue under Listing Rule 7.1 will be increased by the total number of Director Options that were issued to Mr Parsons (through his nominee).

Resolution 6 seeks Shareholder ratification of the prior issue of the Director Options for the purpose of Listing Rule 7.4.

7.2 Listing Rule 7.1

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

The Director Options were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

7.3 Listing Rule 7.4

A summary of Listing Rule 7.4 is provided in Section 4.4 above.

The Company confirms that the issue of the Director Options did not breach Listing Rule 7.1 and 7.1A.

The effect of Shareholders passing Resolution 6 by ratifying the issue of the Director Options will be to restore the Company's ability to issue further securities, to the extent of 30,000,000 Equity Securities, during the next 12 months. If Resolution 6 is not passed, the effect will be that the Company may lose its flexibility to issue Equity Securities in the future.

7.4 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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.

The issue of Incentive Options constitutes giving a financial benefit as Mr Stephen Parsons is a related party of the Company by virtue of being a Director.

The Board has considered the application of Chapter 2E of the Corporations Act and has resolved that the reasonable remuneration exception provided by section 211 of the Corporations Act is relevant in the circumstances and accordingly, the Company will not seek approval for the issue of the Incentive Options pursuant to section 208 of the Corporations Act.

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7.5 Specific information required under Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Director Options:

(a) 30,000,000 Director Options were issued on 31 March 2017;
(b) the Director Options were issued at an issue price of nil;
(c) the Director Options were issued on the terms and conditions set out in Schedule 2;
(d) the Director Options were issued to Mr Stephen Parsons (through his nominee, Symorgh Investments Pty Ltd as trustee for the Symorgh Trust );
(e) no funds were raised from the issue of the Director Options as the Director Options were issued for nil cash consideration; and
(f) a voting exclusion statement is included in the Notice.

7.6 Board Recommendation

The Directors (excluding Mr Parsons, to whom the Resolution relates) recommend that Shareholders vote in favour of Resolution 6.

Resolution 6 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 6.

8. Resolution 7 – Approval of Employee Incentive Plan

8.1 General

The Company considers that it is desirable to maintain an incentive plan pursuant to which the Company can issue Equity Securities to eligible Directors, employees and consultants in order to attract, motivate and retain such persons and to provide them with an incentive to deliver growth and value to all Shareholders.

Accordingly, Resolution 7 seeks Shareholders' approval for the adoption of the employee incentive plan titled "Draig Resources Limited Employee Incentive Plan" ( Plan ) in accordance with exception 9(b) of Listing Rule 7.2.

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number and type of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the Plan. A copy of the Plan is set out at Schedule 3.

Shareholders are invited to contact the Company if they have any queries or concerns.

A summary of Listing Rule 7.1 is contained in Section 7.2 above.

8.2 Listing Rule 7.2, exception 9(b)

Listing Rule 7.2, exception 9(b) provides an exception to Listing Rule 7.1 by which Equity Securities issued under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

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If Resolution 7 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.

The Plan is a new employee incentive scheme and has not been previously approved by Shareholders. No Equity Securities have been issued under the current Plan since its approval by the Board. The Company notes that it previously had in place an employee incentive scheme ( Previous Scheme ). The Previous Scheme has now lapsed. The terms of the Previous Scheme were as follows:

Date Previous Scheme came into effect: 30 November 2011
Date Previous Scheme lapsed: 30 November 2014
Number of securities issued under Previous Scheme: 200,000 options which lapsed unexercised

Prior Shareholder approval will be required under Listing Rule 10.14 before any Director or related party of the Company can participate in the Plan.

Pursuant to the Listing Rules, Shareholders must re-approve the Plan and all unissued Equity Securities issuable pursuant thereto every 3 years.

8.3 Board recommendation

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

Resolution 7 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 7.

9. Resolution 8 – Issue of Incentive Options to Mr Ray Shorrocks

9.1 General

Mr Ray Shorrocks joined the Board on 31 December 2015 and is the Company’s Chairman. Mr Shorrocks has over 20 years’ experience in corporate finance and has advised a diverse range of mining companies. Mr Shorrocks has been instrumental in managing and structuring equity capital raisings as well as having advised extensively in the area of mergers and acquisitions.

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 7,500,000 Options to Mr Shorrocks (or his nominee) ( Incentive Options ).

The exercise price and expiry date of the Incentive Options are as follows:

Number of Options	Exercise Price	Expiry Date
7,500,000	130% of the volume weighted average price of Shares for the 5 Trading Day period prior to issue	3 years after the date of issue

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Further terms and conditions of the Incentive Options are set out in Schedule 4.

The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue of Incentive Options seeks to align the efforts of Mr Shorrocks and the Company in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising by way of Options is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer such Options to continue to attract and maintain highly experienced and qualified Board members in a competitive market.

9.2 Listing Rule 10.11

Listing Rule 10.11 provides that an entity must not issue or agree to issue Equity Securities to a related party without the prior approval of Shareholders.

Mr Shorrocks is a related party of the Company by virtue of his position as a Director.

The effect of passing Resolution 8 will be to allow the Company to issue the Incentive Options to Mr Shorrocks (or his nominee) in accordance with Listing Rule 10.11.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

9.3 Chapter 2E of the Corporations Act

(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.

The issue of Incentive Options constitutes giving a financial benefit as Mr Shorrocks is a related party of the Company by virtue of being a Director.

9.4 Specific information required under Listing Rule 10.13

Pursuant to and in accordance with the requirements of Listing Rule 10.13, the following information is provided in relation to the proposed issue of Incentive Options:

(a) the Incentive Options will be issued to Mr Shorrocks (or his nominee);
(b) the maximum number of Incentive Options to be issued is 7,500,000;

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(c) the Incentive Options 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 Listing Rules);
(d) the Incentive Options will be issued for nil cash consideration as they will be issued as part of the remuneration package for Mr Shorrocks and otherwise on the terms and conditions in Schedule 4;
(e) no funds will be raised by the issue of the Incentive Options; and
(f) a voting exclusion statement is included in the Notice.

9.5 Board Recommendation

The Board (excluding Mr Shorrocks, to whom the Resolution relates) recommends that Shareholders vote in favour of Resolution 8.

Resolution 8 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 8.

10. Resolutions 9, 10 and 11 - Issue of Advisor Options to Longreach Capital Pty Ltd, Konkera Corporate and Kumova Consulting Pty Ltd

10.1 General

Resolutions 9, 10 and 11 seek Shareholder approval for the issue of:

(a) up to 10,000,000 Options to Longreach Capital Pty Ltd (or its nominee) for assistance with assessing new and existing project opportunities and future funding strategies;
(b) up to 10,000,000 Options to Konkera Corporate Pty Ltd (or its nominee) for assistance with strategic corporate advice and assistance with future capital raising; and
(c) up to 20,000,000 Options to Kumova Consulting Pty Ltd (or its nominee) for assistance with assessing strategic growth opportunities and the Company’s national and international marketing strategies,

(collectively, Advisor Options ).

The Advisor Options will expire 3 years after the date of issue and the price payable upon exercise of each Advisor Option will be $0.10. The terms and conditions of the Advisor Options are set out in Schedule 5.

10.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is provided in Section 7.2 above.

The effect of Resolutions 9, 10 and 11 will be to allow the Company to issue the Advisor Options 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.

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10.3 Specific Information required under Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3 in relation to the proposed issue of Advisor Options:

(a) the maximum number of Advisor Options to be issued is 40,000,000 (10,000,000 to each of Longreach Capital Pty Ltd (or its nominee) and Konkera Pty Ltd (or its nominee), and 20,000,000 to Kumova Consulting Pty Ltd (or its nominee));
(b) the Advisor 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 Listing Rules);
(c) the Advisor Options will be granted at an issue price of $0.0001 per Option to raise a total of $4,000. The funds raised from the grant of the Advisor Options will be used to provide general working capital;
(d) the Advisor Options will be granted to Longreach Capital Pty Ltd (or its nominee), Konkera Pty Ltd (or its nominee) and Kumova Consulting Pty Ltd (or its nominee), who are not related parties of the Company;
(e) the Advisor Options will be issued on the terms and conditions set out in Schedule 5, will have an exercise price of $0.10 each and will expire 3 years after issue;
(f) no funds will be raised from the issue of the Advisor Options. If all of the Advisor Options become exercisable and are exercised at $0.10 each, $4,000,000 of additional funding will be raised for the Company which will be used for working capital purposes; and
(g) the Shares will be allotted and/or issued on or around 20 October 2017, but in any event no later than 3 months after the date of the Meeting;
(h) a voting exclusion statement is included in the Notice.

10.4 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolutions 9, 10 and 11.

Resolutions 9, 10 and 11 are ordinary resolutions.

The Chair intends to exercise all available proxies in favour of Resolutions 9, 10 and 11.

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Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

Advisor Options means the Options the subject of Resolutions 9, 10 and 11.

AEDT means Australian Eastern Daylight Time being the time in Sydney, New South Wales.

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

Board means the board of Directors.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Company means Draig Resources Limited ACN 110 439 686.

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Options means the Options the subject of Resolution 6.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Incentive Options means the Options the subject of Resolution 8.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of extraordinary general meeting.

Option means an option to acquire a Share.

Placement means the placement described in Section 5.1.

Plan means the Company's Employee Incentive Plan, which is set out in Schedule 3.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Tranche 1 Placement Shares means the Shares described in Section 5.1.

Tranche 2 Placement Shares means the Shares described in Section 5.1.

WST means Western Standard Time being the time in Perth, Western Australia.

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Schedule 2 - Terms and Conditions of Director Options

Each Option entitles the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

Entitlement: Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
Expiry Date: The Options will expire at 5:00 pm (WST) on the date which is 3 years after the date of issue, being 31 March 2020 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
Exercise Price: Subject to paragraph 12, the amount payable upon exercise of each Option will be:
(a) $0.035 each for 15,000,000 tranche one Options; and
(b) $0.04 each for 15,000,000 tranche two Options,

( Exercise Price ).

Exercise Period: The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion, at any time prior to the Expiry Date ( Exercise Period ).
Notice of Exercise: An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(a) a written notice of exercise of Options specifying the number of Options being exercised; and
(b) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

Exercise Date: An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds ( Exercise Date ).

7. Timing of issue of Shares on exercise:

Within 10 Business Days after the Exercise Date, the Company will:

a. allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company;
b. 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 of sale of the Shares does not require disclosure to investors; and

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c. 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 7a. 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 section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

Shares issued on exercise: All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
Unquoted: The Company will not apply for quotation of the Options on ASX.
Transferability: Subject to the Corporations Act, the Constitution and Listing Rules, the Options are freely transferable.
Quotation of Shares issued on exercise: The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
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 Listing Rules at the time of the reconstruction.
Participation in new issues: There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
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.

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Schedule 3 Employee Incentive Plan

Draig Resources Limited Employee Incentive Plan

Clause

Page No

1.	Definitions and interpretation ....................................................... 1
1.1	Definitions ......................................................................................... 1
1.2	Interpretation ..................................................................................... 5
1.3	Inconsistencies .................................................................................... 6
1.4	Income Tax Assessment Act ..................................................................... 6
1.5	Construed against a party ....................................................................... 6
1.6	Applicable Law ................................................................................... 6
1.7	Rounding ........................................................................................... 6
1.8	Constitution ....................................................................................... 7
2.	Introduction ............................................................................. 7
2.1	Purpose ............................................................................................ 7
2.2	Commencement .................................................................................. 7
2.3	Rules are binding ................................................................................. 7
3.	Eligibility, Invitation and Application ............................................... 7
3.1	Eligibility .......................................................................................... 7
3.2	Invitation .......................................................................................... 7
3.3	Form of Application .............................................................................. 8
3.4	Eligible Participant agrees to be bound ....................................................... 8
3.5	Who may apply ................................................................................... 8
3.6	Acceptance of Application ...................................................................... 8
3.7	When an Application will not be accepted ................................................... 9
3.8	Right to nominate ................................................................................ 9
3.9	Multiple Invitations ............................................................................. 10
4.	Grant of Securities .................................................................... 10
4.1	Company to grant Securities ................................................................... 10
4.2	Certificate of Security .......................................................................... 10
5.	Terms of Convertible Securities .................................................... 10
5.1	Participant's rights .............................................................................. 10
5.2	Restriction of dealing ........................................................................... 11
5.3	Prohibition on hedging ......................................................................... 11
5.4	Register of Convertible Securities ............................................................ 11
5.5	Listing ............................................................................................. 11
6.	Vesting of Convertible Securities ................................................... 11
6.1	Vesting ............................................................................................ 11
6.2	Waiver of Vesting Condition ................................................................... 11
7.	Exercise of Convertible Securities ................................................. 11
7.1	Exercise of Convertible Securities ............................................................ 11
7.2	Cashless exercise of Convertible Securities ................................................. 12
8.	Delivery of Shares on exercise of Convertible Securities ..................... 12
9.	Forfeiture of Convertible Securities ............................................... 13
9.1	Leaver ............................................................................................. 13
9.2	Fraudulent or dishonest actions ............................................................... 13
9.3	Failure to satisfy Vesting Conditions ......................................................... 13
9.4	Insolvency ........................................................................................ 13

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	Table of Contents
Clause	Page No
9.5	Other forfeiture events......................................................................... 13
9.6	Discretion to determine that the Convertible Securities are not forfeited ............. 13
9.7	Voluntary forfeiture ............................................................................ 14
9.8	Application of Part 2D.2 Division 2 of the Corporations Act .............................. 14
10.	Effect of Forfeiture of Convertible Securities ................................... 14
11.	Change of Control ..................................................................... 14
12.	Rights attaching to Plan Shares ..................................................... 15
12.1	Plan Shares to rank equally .................................................................... 15
12.2	Listing ............................................................................................. 15
12.3	Dividends ......................................................................................... 15
12.4	Dividend reinvestment plan ................................................................... 15
12.5	Voting rights ..................................................................................... 15
13.	Disposal Restrictions on Plan Shares ............................................... 15
13.1	Disposal restriction.............................................................................. 15
13.2	Participant's undertaking ....................................................................... 15
13.3	Expiry of restriction ............................................................................. 16
13.4	Share entitlements .............................................................................. 16
14.	Irrevocable Power of Attorney ...................................................... 16
15.	Adjustment of Convertible Securities ............................................. 16
15.1	Reorganisation ................................................................................... 16
15.2	Bonus Issue ....................................................................................... 16
15.3	Rights Issue ....................................................................................... 17
15.4	No other participation .......................................................................... 17
15.5	Rounding .......................................................................................... 17
15.6	Application of adjustment ..................................................................... 17
16.	Administration of the Plan ........................................................... 17
16.1	Board administration ........................................................................... 17
16.2	Board powers and discretions ................................................................. 17
16.3	Delegation of Board powers and discretions ................................................ 18
16.4	Documents ....................................................................................... 18
16.5	Decisions final ................................................................................... 18
17.	Trust ..................................................................................... 18
18.	Restrictions on and amendments to the Plan .................................... 19
18.1	Compliance with Applicable Laws ............................................................ 19
18.2	Amendment of Plan ............................................................................. 19
19.	Duration ................................................................................. 20
19.1	Termination ...................................................................................... 20
19.2	Suspension ........................................................................................ 20
19.3	Effect of termination / suspension ........................................................... 20
19.4	Cancellation of Convertible Securities ....................................................... 20
20.	Miscellaneous ........................................................................... 21
20.1	Rights of Participants ........................................................................... 21

Employee Incentive Plan - Draig Resources Limited

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	Table of Contents
Clause	Page No
20.2	Non-exclusivity .................................................................................. 21
20.3	Notice ............................................................................................. 21
20.4	Further assurances .............................................................................. 22
20.5	Costs and charges ............................................................................... 22
20.6	No representation or warranty ................................................................ 22
20.7	Data protection .................................................................................. 22
20.8	Governing law ................................................................................... 23
20.9	Waiver of rights ................................................................................. 23

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Draig Resources Limited - Employee Incentive Plan

1. Definitions and interpretation

1.1 Definitions

In these Rules, unless the context otherwise requires, the following terms and expressions will have the following meanings:

Ancillary Documentation means all documentation which the Board specifies in an Invitation that an Eligible Participant must enter into and/or provide in connection with an Application for Securities.

Applicable Law means any one or more or all, as the context requires of:

(a) the Corporations Act;
(b) the Listing Rules;
(c) the Constitution;
(d) the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth);
(e) any relevant practice note, policy statement, regulatory guide, class order, declaration, guideline, policy, procedure, ruling, judicial interpretation or other guidance note made to clarify, expand or amend (a), (b), or (d) above;
(f) any other legal requirement (including, without limitation, the rules of the general law, including common law and equity, and any judgment, order, decree, declaration or ruling of a court of competent jurisdiction or government agency binding on a person or the assets of that person) that applies to the Plan; and
(g) in respect of acquisition or disposals of any Shares, any formal policy relating to dealings in Shares adopted by the Board from time to time, including the Share Trading Policy.

Application means, in respect of a Security, an application for that Security made by an Eligible Participant in response to an Invitation.

Application Form means an application form attached to, or enclosed with, an Invitation.

ASIC means the Australian Securities and Investments Commission.

ASIC Class Order 14/1000 means ASIC Class Order [CO 14/1000] which provides relief for employee incentive scheme offers from disclosure, licensing, advertising, hawking and on-sale in relation to listed bodies as amended, superseded or replaced from time to time.

Associate has the same meaning as in section 12 of the Corporations Act.

Associated Body Corporate has the meaning given to that term in ASIC Class Order 14/1000.

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ASX means the ASX Limited (ABN 98 008 624 691) trading as the Australian Securities Exchange or the securities exchange operated by that entity, as appropriate.

ASX Holding Lock has the same meaning as "Holding Lock" in Chapter 19 of the Listing Rules.

Board means the board of directors of the Company, a committee appointed by the board of directors of the Company as constituted from time to time, or, in respect of a particular matter, any person who is provided with delegated authority by the board of directors of the Company in respect of that particular matter from time to time.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth, Australia.

Certificate means a certificate evidencing the grant of a Security.

Change of Control Event means:

(a) a change in Control of the Company;
(b) where members of the Company approve any compromise or arrangement for the purpose of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other body corporate or bodies corporate (other than a scheme that does not involve a change in the ultimate beneficial ownership of the Company), which will, upon becoming effective, result in any person (either alone or together with its Associates) owning more than fifty per cent (50%) of Issued Capital;
(c) where a person becomes the legal or the beneficial owner of, or has a Relevant Interest in, more than fifty per cent (50%) of Issued Capital;
(d) where a person becomes entitled to acquire, hold or has an equitable interest in more than fifty per cent (50%) of Issued Capital; and
(e) where a Takeover Bid is made to acquire more than fifty per cent (50%) of Issued Capital (or such lesser number of Shares that when combined with the Shares that the bidder (together with its Associates) already owns will amount to more than 50% of Issued Capital) and the Takeover Bid becomes unconditional and the bidder (together with its Associates) has a Relevant Interest in more than 50% of Issued Capital,

but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Group.

Company means Draig Resources Limited (ACN 110 439 686).

Constitution means the constitution of the Company.

Control has the same meaning as in section 50AA of the Corporations Act.

Convertible Security means a Security exercisable for Plan Share(s) in accordance with these Rules, including an Option or Performance Right.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Participant means a person that:

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(a) 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; and
(b) has been determined by the Board under these Rules to be eligible to participate in the Plan from time to time.

Engagement Arrangement means in respect of:

(a) an employee of a member of the Group, the terms under which the relevant member of the Group has employed that person;
(b) a director of a member of the Group that is not also an employee, the terms under which the relevant member of the Group has appointed that director to their office; or
(c) a contractor or consultant to a member of the Group, the terms under which the relevant member of the Group has engaged that contractor or consultant.

Exercise Date means 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 Price means, in respect of a Convertible Security, the price to be paid by the Participant (if any) when exercising that Security as specified in the relevant Invitation. For the avoidance of doubt, the Exercise Price for a Security may be nil.

Expiry Date means, in relation to a Convertible Security, the 'expiry date' which is specified in the Invitation or Vesting Notice (if any).

Grant Date means, in relation to a Security, the date on which that Security is granted to a Participant, as set out on the relevant Certificate.

Group means the Company and each of its Associated Bodies Corporate from time to time.

A person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act);
(b) it has had a controller appointed or is in liquidation, in provisional liquidation, under administration, wound up or has had a receiver appointed to any part of its property;
(c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Company);
(d) an application or order has been made (and in the case of the application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is likely to result in any of (a), (b) or (c) above);
(e) it is taken (under s.459F(1) of the Corporations Act) to have failed to comply with a statutory demand);

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(f) it is subject to an event described in section 459C(2)(b) or section 585 of the Corporations Act;
(g) it is otherwise unable to pay its debts when they fall due; or
(h) something having a substantially similar effect to (a) to (g) happens in connection with that person under the law of any jurisdiction.

Invitation means an invitation to an Eligible Participant to apply for the grant of one or more Securities made in accordance with clause 3.2 of these Rules.

Issued Capital means issued Shares from time to time.

Leaver means a Participant who ceases to be an Eligible Participant.

Listing Rules means the listing rules, market rules and operating rules of a financial market in respect of which the Company's shares are quoted or are the subject of an application for quotation, including but not limited to, the official listing rules of the ASX.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date, unless otherwise specified in an Invitation.

Nominated Party means, in respect of an Eligible Participant:

(a) that person's spouse;
(b) that person's biological or legally adopted child of at least 18 years of age;
(c) a trustee or trustees of a trust set up wholly for the benefit of that Eligible Participant and/or a person mentioned in sub-clauses (a) or (b) above and/or any other immediate family members of the Eligible Participant (but not including any trust established by the Company under clause 17); or
(d) a company in which all of the issued shares are beneficially held by, and all of the voting rights are beneficially held by:
(i) the Eligible Participant; and/or
(ii) a person or persons mentioned in sub-clauses (a), (b) or (c) above.

Notice of Exercise means a notice given by or on behalf of the Participant (in the form set out in Annexure determined by the Board from time to time) to exercise a Convertible Security in accordance with clause 7.1.

Option means an option granted under these Rules to acquire one or more Shares by transfer or allotment, as set out in the relevant Invitation.

Participant means an Eligible Participant who has been granted any Security under this Plan.

Performance Right means a right granted under these Rules to acquire one or more shares by transfer or allotment as set out in the relevant Invitation.

Plan means the Draig Resources Limited Employee Incentive Plan.

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Plan Shares means all Shares issued or transferred to a Participant under these Rules, including upon the valid exercise of a Security.

Rules means the rules of the Plan which are set out in this document.

Security means a security in the capital of the Company granted under these Rules and which are permitted to be offered by the Company under ASIC Class Order 14/1000, including a Plan Share, Option, Performance Right or other Convertible Security.

Security Interest means a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature.

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

Shareholder means a holder of a Share.

Share Trading Policy means any share trading policy of the Company, as amended from time to time.

Takeover Bid has the meaning given to that term in the Corporations Act.

Trustee means the trustee, from time to time, of any employee share trust used by the Company to deliver any Plan Shares arising from the exercise of a Convertible Security under these Rules.

Vesting Condition means, in relation to a Convertible Security, any conditions to vesting of that Convertible Security that are set out in the Invitation for that Convertible Security.

Vesting Notice means, in relation to a Convertible Security, the notice given by or on behalf of the Company to a Participant informing him or her that the Convertible Security may be exercised in accordance with the terms of these Rules.

1.2 Interpretation

In these Rules, unless otherwise stated or the contrary intention appears:

(a) the singular includes the plural and vice versa;
(b) a gender includes all genders;
(c) a reference to a document, agreement, plan or rules includes that document, agreement, plan or rules as novated, amended, varied, supplemented or replaced from time to time;
(d) headings are for convenience only and do not affect the interpretation of these Rules;
(e) a reference to any thing (including any amount) includes any part of that thing and a reference to a group of things or persons includes each thing or person in that group;
(f) a reference to any legislation includes any modification or replacement of it and all regulations and statutory instruments issued under it and a reference to any provision of any legislation includes any modification or substitution of it;

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(g) a reference to these Rules includes all recitals, annexures, addendums and schedules to these Rules;
(h) a reference to a person includes a reference to the person's executors, legal personal representatives, administrators and successors or a body corporate including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(i) the expression "person" includes an individual, the estate of an individual, the legal personal representative of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
(j) in these Rules any reference to "include" means to include without limitation;
(k) a reference to "including" (or any similar term) is not to be construed as implying any limitation;
(l) a monetary amount is a reference to Australian dollars;
(m) where any word is given a defined meaning, any other part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning; and
(n) any capitalised terms in these Rules that are not defined in clause 1.1 have the meaning given to them in the Corporations Act.

1.3 Inconsistencies

Notwithstanding anything to the contrary in any Engagement Arrangement with a Participant, but subject at all times to these Rules, if there is any inconsistency between these Rules and an Engagement Arrangement, these Rules prevail.

1.4 Income Tax Assessment Act

This Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

1.5 Construed against a party

No provision or expression in these Rules is to be construed against a party on the basis that the party (or its advisers) was responsible for the drafting of these Rules.

1.6 Applicable Law

These Rules, the offering and granting of any Security and the rights attaching to or interests in any Security will at all times be subject to Applicable Law.

1.7 Rounding

Where any calculation or adjustment to be made pursuant to these Rules produces a fraction of a cent or a fraction of a Security, the fraction will be eliminated by rounding to the nearest whole number.

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1.8 Constitution

The entitlements of Eligible Participants under these Rules are subject to the Constitution. In the event of any inconsistency between these Rules and the Constitution, the terms of the Constitution will prevail.

2. Introduction

2.1 Purpose

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

2.2 Commencement

The Plan will commence on a date determined by the Board.

2.3 Rules are binding

The Company and each Participant are bound by these Rules.

3. Eligibility, Invitation and Application

3.1 Eligibility

Subject to any necessary approvals from the Company’s Shareholders or as required by any Applicable Law, the Board may, from time to time, in its absolute discretion, determine that an Eligible Participant may participate in the Plan.

3.2 Invitation

(a) Following determination that an Eligible Participant may participate in the Plan, the Board may at any time and from time to time make an offer to the Eligible Participant to participate in the Plan by issuing an Invitation to that Eligible Participant.
(b) An Invitation to an Eligible Participant to apply for Securities may be made on such terms and conditions as the Board decides from time to time, including as to:
(i) the number of Securities for which that Eligible Participant may apply;
(ii) the Grant Date;
(iii) the last date for acceptance of the Invitation;
(iv) the amount payable (if any) for the grant of each Security or how such amount is calculated;

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(v) the Exercise Price (if any);
(vi) the Vesting Conditions (if any);
(vii) disposal restrictions attaching to the Plan Shares (if any);
(viii) whether cashless exercise of the Securities is permitted under clause 7.2;
(ix) the method by which Shares will be delivered to the Participant under clause 8 after the valid exercise of the Convertible Security (if relevant); and
(x) any other supplementary terms and conditions.
(c) Any Invitation made will include:
(i) a warning that the Invitation and Ancillary Documentation contain general advice only, and an invitation to the Eligible Participant to seek independent advice; and
(ii) if applicable, the documents comprising any trust relevant to the Invitation (or summary information about the trust’s terms).

3.3 Form of Application

An Invitation to an Eligible Participant must be in written form, accompanied by an Application Form and the Ancillary Documentation (if any).

3.4 Eligible Participant agrees to be bound

Each Eligible Participant is, by submitting a completed Application Form, deemed to have agreed to be bound by:

(a) the terms of the Invitation and the Application Form;
(b) the Ancillary Documentation (if any);
(c) these Rules; and
(d) the Constitution.

3.5 Who may apply

(a) Only an Eligible Participant who has received an Invitation from the Company may apply to receive Securities under the Plan.
(b) On receipt of an Invitation, the Eligible Participant may apply for the Securities the subject of the Invitation by sending the completed Application Form to the Company (or its designated officer as set out in the Application Form) by the time and date specified in the Invitation, unless otherwise determined by the Board.

3.6 Acceptance of Application

(a) The Board may in its absolute discretion, elect to accept an Application from an Eligible Participant in whole or in part.

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(b) The Company will not grant a Security to an Eligible Participant unless it has received a duly signed and completed Application Form together with all applicable Ancillary Documentation from that Eligible Participant. The Application Form and, where applicable, the Ancillary Documentation must be in the form included with the Invitation, and may not be made on the basis that it is subject to any terms and conditions other than those specified in the Invitation.

3.7 When an Application will not be accepted

Unless otherwise determined by the Board, an Application will not be accepted if, at the time the Company receives the duly signed and completed Application Form together with all Ancillary Documentation:

(a) the applicant is not an Eligible Participant; or
(b) notice of termination of the applicant's Engagement Arrangement has been given (whether by the applicant or by one or more members of the Group); or
(c) the Board has determined (in its absolute discretion) that the applicant is no longer eligible to participate in the Plan.

3.8 Right to nominate

(a) Unless otherwise expressly permitted in the Invitation, an Eligible Participant may only submit an Application in the Eligible Participant's name and not on behalf of any other person.
(b) If an Eligible Participant is permitted in the Invitation, the Eligible Participant may, by notice in writing to the Board, nominate a Nominated Party in whose favour the Eligible Participant wishes to renounce the Invitation in order for the Nominated Party to be granted the Securities the subject of the Invitation.
(c) The Board may in its discretion resolve not to allow a renunciation of an Invitation in favour of a Nominated Party without giving any reason for that decision. For the avoidance of doubt, the Board will not facilitate the renunciation of the Invitation as set out in clause 3.8(b) in favour of the Nominated Party where to do so would be inconsistent with:
(i) ASIC Class Order 14/1000; or
(ii) any covenant or other provision set out in an exemption or modification granted from time to time by ASIC in respect of the Plan or which applies to the Plan pursuant to ASIC's power to exempt or modify the Corporations Act.
(d) If the Board resolves to allow a renunciation of an Invitation in favour of a Nominated Party:
(i) the Board may impose any such conditions that it thinks fit in respect of that renunciation, including any conditions the Board deems necessary to ensure the grant of the Securities to the Nominated Party falls within ASIC Class Order 14/1000; and

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(ii) the Eligible Participant must procure that the permitted Nominated Party accepts the Invitation made to the Eligible Participant and that both the Eligible Participant and the Nominated Party agree to be bound by the Rules and execute any documents required by the Company in order to receive the grant and to give effect to these Rules.
(e) If Securities are granted to a Nominated Party nominated by an Eligible Participant, then to the extent necessary to give effect to the intent of these Rules, the Eligible Participant will continue to be treated as the Participant.

3.9 Multiple Invitations

The Board may invite an Eligible Participant to apply for any number and type of Security, notwithstanding that the Eligible Participant has previously been invited to apply for Securities under the Plan, and regardless of whether the Eligible Participant accepted or refused any previous invitation to apply for Securities under the Plan.

4. Grant of Securities

4.1 Company to grant Securities

Following receipt of a duly completed and signed Application Form together with all applicable Ancillary Documentation, the Company will, to the extent that it has accepted such Application, grant the Participant the relevant number and type of Securities, subject to the terms and conditions set out in the Invitation, these Rules and the Ancillary Documentation and on the basis that such grant falls within ASIC Class Order 14/1000.

4.2 Certificate of Security

Following the grant of a Security, the Company will issue to the Participant a Certificate.

5. Terms of Convertible Securities

5.1 Participant's rights

Prior to a Convertible Security being exercised in accordance with clause 7:

(a) a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security other than those expressly set out in these Rules; and
(b) a Participant is not entitled to:
(i) notice of, or to vote or attend at, a meeting of the shareholders of the Company; and
(ii) receive any dividends declared by the Company,

by virtue of holding the Convertible Security.

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5.2 Restriction of dealing

Unless determined otherwise by the Board in its absolute discretion, or the relevant dealing is effected by force of law on death or legal incapacity to the Participant's legal personal representative, a Participant must not sell, assign, transfer, grant a Security Interest over or otherwise deal with a Convertible Security that has been granted to them. The Convertible Security is forfeited immediately if the Board determines in its absolute discretion there has been a purported sale, assignment, transfer, dealing or grant of a Security Interest other than in accordance with these Rules.

5.3 Prohibition on hedging

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.

5.4 Register of Convertible Securities

Each Convertible Security granted under these Rules will be registered in the appropriate register of the Company.

5.5 Listing

Unless determined otherwise by the Board in its absolute discretion, a Convertible Security granted under the Plan will not be quoted on the ASX or any other recognised exchange.

6. Vesting of Convertible Securities

6.1 Vesting

A Convertible Security will vest when a Vesting Notice in respect of that Convertible Security is given to the Participant.

6.2 Waiver of Vesting Condition

A Vesting Condition for a Convertible Security may, subject to Applicable Laws, be waived by the Board by written notice to the relevant Participant and on such terms and conditions as determined by the Board and set out in that notice.

7. Exercise of Convertible Securities

7.1 Exercise of Convertible Securities

(a) A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with clause 6, or such earlier date on which the Participant is entitled to exercise that Convertible Security in accordance with these Rules.
(b) To exercise a Convertible Security, the Participant must:
(i) deliver a signed Notice of Exercise; and

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(ii) subject to clause 7.2, pay the Exercise Price (if any) to or as directed by the Company,

at any time prior to the earlier of:

(iii) any date specified in the Vesting Notice; and
(iv) the Expiry Date.

For the avoidance of doubt and subject to clause 7.2, the total Exercise Price payable by the Participant on exercise of their Convertible Securities is the Exercise Price multiplied by the number of Convertible Securities being exercised by that Participant, rounded up to the nearest cent.

(c) If the Participant does not deliver a signed Notice of Exercise and (subject to clause 7.2) pay the Exercise Price to or as directed by the Company in relation to a Convertible Security by the requisite date, that Convertible Security will automatically be forfeited.
(d) Where a Convertible Security is granted under the Plan that is not able to be traded on an eligible financial market, the Company acknowledges and agrees that, in accordance with paragraph 18A of ASIC Class Order 14/1000, the Exercise Price must be for no more than nominal monetary consideration.

7.2 Cashless exercise of Convertible Securities

An Invitation may specify that at the time of exercise of the Convertible Securities subject of the Invitation, 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 allot to the Participant that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Convertible Securities (with the number of Shares rounded down to the nearest whole Share).

8. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant in accordance with clause 7, the Company will:

(a) issue, allocate or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under these Rules;
(b) issue a substitute Certificate for any remaining unexercised Convertible Securities held by that Participant; and
(c) 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. If a notice under clause 8(c) for any reason is not effective to ensure that an offer of sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days

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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

9. Forfeiture of Convertible Securities

9.1 Leaver

Where a Participant who holds Convertible Securities becomes a Leaver, 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.

[Note: Examples of the circumstances when the Board may decide to exercise its discretion to permit some or all of the Convertible Securities to vest include where a Participant becomes a Leaver due to death, redundancy, permanent disability, mental incapacity or retirement. These examples are not exhaustive.]

9.2 Fraudulent or dishonest actions

Where the Board determines that a Participant has:

(a) acted fraudulently or dishonestly; or
(b) 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.

9.3 Failure to satisfy Vesting Conditions

Unless otherwise stated in the Invitation or determined by the Board, a Convertible Security which has 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.

9.4 Insolvency

Unless otherwise stated in the Invitation or determined by the Board, a Convertible Security held by a Participant in accordance with these Rules will be forfeited immediately on the date that the Participant becomes Insolvent.

9.5 Other forfeiture events

Unless the Board otherwise determines, or as otherwise set out in these Rules, any Convertible Securities which have not yet vested will be automatically forfeited on the Expiry Date.

9.6 Discretion to determine that the Convertible Securities are not forfeited

Notwithstanding clauses 9.1 to 9.5 (inclusive), the Board may decide (on any conditions which it thinks fit) that some or all of the Participant's Convertible Securities will not be forfeited at that time, but will be forfeited at the time and subject to the conditions it may specify by written notice to the Participant.

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9.7 Voluntary forfeiture

A Participant may by written notice to the Company voluntarily forfeit their Convertible Securities for no consideration.

9.8 Application of Part 2D.2 Division 2 of the Corporations Act

(a) This clause 9.8 applies to all termination payments to which Part 2D.2 Division 2 of the Corporations Act applies.
(b) Notwithstanding any other provision of these Rules, in the absence of shareholder approval, the Company is not required to provide, or procure the provision, of any benefit under these Rules which is not permitted by Part 2D.2 Division 2 of the Corporations Act.
(c) Any benefits required to be provided to a Participant in accordance with these Rules will, by operation of this clause, be reduced to ensure compliance with Part 2D.2 of the Corporations Act and the provision of such reduced benefit shall constitute full satisfaction of the obligations of each member of the Group. In the event of overpayment to a Participant, the Participant must, on receiving written notice from the Board, immediately repay any monies or benefits specified in such notice to ensure compliance with Part 2D.2 of the Corporations Act.
(d) Where clause 9.8(b) applies, the Company may seek or not seek shareholder approval in its discretion.

10. Effect of Forfeiture of Convertible Securities

Where a Convertible Security has been forfeited in accordance with these Rules:

(a) the Convertible Security will automatically lapse;
(b) the Participant or the Participant's agent or attorney must sign any transfer documents required by the Company to effect the forfeiture of that Convertible Security; and
(c) the Company will not be liable for any damages or other amounts to the Participant in respect of that Convertible Security.

11. Change of Control

Notwithstanding any other provisions of the Rules, if a Change of Control Event occurs, 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.

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12. Rights attaching to Plan Shares

12.1 Plan Shares to rank equally

All Plan Shares will rank pari passu in all respects with the Shares of the same class for the time being on issue except for any rights attaching to the Shares by reference to a record date prior to the date of the allotment or transfer of the Plan Shares.

12.2 Listing

If Plan Shares are in the same class as Shares which are listed on the ASX, the Company will apply for quotation of the Plan Shares issued (or any unquoted Plan Shares transferred) within the time required by the Listing Rules after the date of allotment.

12.3 Dividends

A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares which, at the closing date for determining entitlement to such dividends, are standing to the account of the Participant (or a Trustee for and on behalf of the Participant).

12.4 Dividend reinvestment plan

A Participant may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares held by the Participant (or a Trustee for and on behalf of the Participant). Shares issued under any dividend reinvestment plan operated by the Company will be subject to the same terms and conditions as the Plan Shares held by the Participant (or a Trustee for and on behalf of the Participant) unless the Board determines otherwise.

12.5 Voting rights

A Participant may exercise any voting rights attaching to Plan Shares held by the Participant (or a Trustee for and on behalf of the Participant).

13. Disposal Restrictions on Plan Shares

13.1 Disposal restriction

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, including but not limited to imposing an ASX Holding Lock (where applicable) on the Plan Shares or using an employee share trust to hold the Plan Shares during the relevant restriction period, and the Participant agrees to any such restrictions implemented under this clause 13.1.

13.2 Participant's undertaking

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

(a) transfer, encumber or otherwise dispose of, or have a Security Interest granted over that Plan Share; or

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(b) 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.

13.3 Expiry of restriction

Subject at all times to the Share Trading Policy, upon the expiry of any disposal restrictions over a Plan Share, the Company will take all action necessary to ensure that the Participant can deal with that Plan Share.

13.4 Share entitlements

For the avoidance of doubt, the imposition of a disposal restriction on a Plan Share held by a Participant will not affect the Participant's entitlement to receive a notice of, or to vote or attend at, a meeting of the members of the Company, and to receive any dividends declared by the Company during the relevant disposal restriction period on that Plan Share. If an employee share trust arrangement is implemented in respect of this Plan, the Board may implement such procedures it deems appropriate to give effect to the intent of this clause 13.4.

14. Irrevocable Power of Attorney

In order to ensure compliance with these Rules, each Participant must grant an irrevocable power of attorney (in the form set out in the Invitation or such other form determined by the Board) to any person nominated from time to time by the Board.

15. Adjustment of Convertible Securities

15.1 Reorganisation

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.

15.2 Bonus Issue

(a) If Shares are issued by the Company pro rata to shareholders generally 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, in addition to the Shares in respect of which the Convertible Securities are exercised and without the payment of any further consideration, an allotment of as many additional Shares as would have been issued to a shareholder who, on the date for determining entitlements under the bonus issue, held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.
(b) Additional Shares to which the holder of Convertible Securities becomes so entitled will, as from the time Shares are issued pursuant to the bonus issue and until those additional Shares are allotted, be regarded as Shares in respect of which the Convertible Securities are exercised for the purposes of subsequent applications of clause 15.2(a), and any adjustments which,

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after the time just mentioned, are made under clause 15.1 to the number of Shares will also be made to the additional Shares.

15.3 Rights Issue

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.

15.4 No other participation

Subject to clauses 15.1 to 15.3 (inclusive), during the currency of any Convertible Securities and prior to their exercise, the holders of Convertible Securities are not entitled to participate in any new issue of Shares of the Company as a result of their holding of Convertible Securities.

15.5 Rounding

Until a Convertible Security is exercised, all calculations adjusting the number of Shares must be carried out to include all fractions, but when a Convertible Security is exercised and is settled in Shares the number of Shares to be issued or transferred to the Participant is rounded down to the next lowest whole number.

15.6 Application of adjustment

(a) In the application of this clause 15, the Board may (as far as possible) make whatever adjustments it deems necessary or desirable to ensure that the consequences of that application are fair as between the Participants and the holders of other securities in the Company, subject to the Listing Rules and other Applicable Laws.
(b) Unless otherwise provided in these Rules, a Participant has no right to:
(i) change the Exercise Price; or
(ii) change the number of Shares over which the Convertible Security can be exercised.

16. Administration of the Plan

16.1 Board administration

The Plan will be administered by the Board. For the avoidance of doubt, the Board may make further provisions for the operation of the Plan which are consistent with these Rules.

16.2 Board powers and discretions

Any power or discretion which is conferred on the Board by these Rules may be exercised in its sole and absolute discretion. The Board does not, in exercising any power or discretion under these Rules, owe any fiduciary or other obligations to any Eligible Participant or Participant.

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16.3 Delegation of Board powers and discretions

Any power or discretion which is conferred on the Board by these Rules (including, without limitation, the power to invite Eligible Participants to participate in the Plan and to determine the terms and conditions of the Securities) may from time to time be delegated by the Board to:

(a) a committee consisting of such directors, other officers or employees of the Group, or any combination of such persons as the Board thinks fit;
(b) a member of the Group; or
(c) a third party,

for such periods and on such conditions as the Board thinks fit.

16.4 Documents

The Company may from time to time require an Eligible Participant invited to participate in the Plan or a Participant or a person nominated by an Eligible Participant under clause 3.8 to complete and return such other documents as may be required by law to be completed by that person or entity, or such other documents which the Company considers should, for legal, taxation and/or administrative reasons, be completed by that Eligible Participant, Participant or person in order to give effect to the intent of the Plan, and the Eligible Participant or Participant (as the context requires) agrees to promptly complete and return any such documents as required by the Company under this clause 16.4.

16.5 Decisions final

Every exercise of a discretion by the Board (or its delegates) and any decision by the Board (or its delegates) regarding the interpretation, effect or application of these Rules and all calculations and determination made by the Board under these Rules are final, conclusive and binding in the absence of manifest error.

17. Trust

(a) The Board may, in its discretion, use an employee share trust or other mechanism for the purposes of holding Shares and Plan Shares before or after the exercise of a Convertible Security or delivering any Plan Shares arising from exercise of a Convertible Security under these Rules on such terms and conditions as determined by the Board.
(b) For the avoidance of doubt, the Board may do all things necessary for the establishment, administration, operation and funding of an employee share trust.
(c) The Board will ensure that any employee share trust established and operated under these Rules complies with paragraph 20 of ASIC Class Order 14/1000.

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18. Restrictions on and amendments to the Plan

18.1 Compliance with Applicable Laws

(a) Notwithstanding these Rules or any terms of a Security, no Security may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any Applicable Laws.
(b) Without limiting clause 18.1(a), the Company must have reasonable grounds to believe, when making an Invitation, that the total number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered, under an Invitation, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on ASIC Class Order 14/1000 or similar ASIC relief at any time during the previous 3 year period under:
(i) an employee incentive scheme covered by ASIC Class Oder 14/1000; or
(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

(iii) an offer to a person situated at the time of receipt of the offer outside Australia;
(iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or
(v) an offer made under a disclosure document,

would not exceed 5% (or such other maximum permitted under any Applicable Law) of the total number of Shares on issue at the date of the Invitation.

18.2 Amendment of Plan

(a) Subject to clause 18.2(b) and the Listing Rules (including any waiver granted under such Listing Rules), the Board may:
(i) at any time (without the necessity of obtaining the prior or subsequent consent of shareholders) amend (including the power to revoke, add to or vary) all or any of the provisions of these Rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan; and
(ii) determine that any amendments to these Rules be given retrospective effect, immediate effect or future effect.

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(b) No amendment to any provision of these 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:
(i) introduced primarily:
- (A) for the purposes of complying with or conforming to present or future legislation governing or regulating the Plan or like plans;
- (B) to correct any manifest error or mistake;
- (C) to allow the implementation of an employee share trust arrangement pursuant to clause 17;
- (D) to enable the Plan or any member of the Group to comply with its constituent documents, and any other Applicable Laws; and/or
- (E) to take into consideration possible adverse taxation implications in respect of the Plan including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering such legislation; or
(ii) agreed to in writing by all Participant(s).
(c) As soon as reasonably practicable after making any amendment to any provision of these Rules, the Board will give notice of the amendment to each Participant affected by the amendment. Failure by the Board to notify a Participant of any amendment will not invalidate the amendment as it applies to that Participant.

19. Duration

19.1 Termination

The Plan continues in operation until the Board decides to end it or until the Plan is invalid under an Applicable Law.

19.2 Suspension

The Board may from time to time, in its absolute discretion, suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension as and when the Board sees fit.

19.3 Effect of termination / suspension

If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

19.4 Cancellation of Convertible Securities

Notwithstanding any other provisions of these Rules, but subject at all times to any Applicable Laws and regulations, if a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant

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are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

20. Miscellaneous

20.1 Rights of Participants

Nothing in these Rules:

(a) confers on any person any right or expectation to become a Participant, or the right to be invited to apply for, or be offered or to receive any Securities;
(b) confers on any person the right to continue as an employee or officer of any member of the Group (as the case may be);
(c) affects the rights of any member of the Group to terminate the Engagement Arrangement of an Eligible Participant;
(d) forms part of any contract of service between an Eligible Participant and any member of the Group;
(e) may be used to increase rights of compensation or damages in any action brought against a member of the Group in respect of an Engagement Arrangement;
(f) confers any legal or equitable right on an Eligible Participant whatsoever to take action against any member of the Group in respect of their Engagement Arrangement; or
(g) confers on an Eligible Participant any rights to compensation or damages in consequence of the termination of their Engagement Arrangement by any member of the Group for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination.

20.2 Non-exclusivity

(a) This Plan is not the sole means by which all members of the Group intend to or may provide incentives to Eligible Participants. Nothing in this Plan is intended to restrict any member of the Group from remunerating or otherwise rewarding employees or directors of any member of the Group outside the Plan.
(b) Participation in the Plan does not affect, and is not affected by, participation in any other incentive or other scheme operated by any member of the Group unless the terms of that other scheme provide otherwise.

20.3 Notice

(a) Any notice or other communication under or concerning the Plan is validly given:
(i) to a Participant, if delivered personally to the addressee or sent by prepaid post to the Participant's last known residential address, or sent to the Participant by facsimile or email at the Participant's place of work; and

Employee Incentive Plan - Draig Resources Limited

Page 21

(ii) to the Company, if delivered or sent by prepaid post addressed to the company secretary at the Company's registered office (or any other address the Board specifies), or as otherwise notified by the Company from time to time.
(b)
Delivery of notices

Subject to clause 20.3(a), a notice or other communication will be deemed to have been served:

(i) if delivered by hand, at the time of delivery;
(ii) if sent by facsimile or electronic mail, on receipt of a successful transmission notice, return receipt or such other confirmation by which the sender can reasonably verify delivery; or
(iii) if posted, and provided it is properly addressed and stamped, 48 hours after mailing in Australia and 7 days after mailing outside Australia.

20.4 Further assurances

All parties that have agreed to be bound by these Rules must do all things reasonably necessary to give full effect to this Plan and the transactions contemplated by this Plan.

20.5 Costs and charges

(a) The Company will be responsible for any brokerage, commission, stamp duty or other costs payable in relation to the issue or transfer of Plan Shares to or on behalf of a Participant.
(b) Each Participant will be responsible for all costs associated with the disposal of a Plan Share by that Participant.

20.6 No representation or warranty

(a) The Company makes no representation or warranty as to the value of Securities or with respect to any tax matters affecting any Eligible Participant or Participant in connection with the Plan.
(b) Neither the Company, nor any of its directors, officers or employees are liable for anything done or omitted to be done by such person or any other person with respect to price, time, quantity or other conditions and circumstances of the issue or acquisition of Shares hereunder, with respect of any fluctuations in the market price of Shares, or in any other manner related to the Plan.

20.7 Data protection

By participating in the Plan, the Participant consents to the holding and processing of personal data provided by the Participant for the purposes of the Plan. These purposes include, but are not limited to:

(a) administering and maintaining records held in respect to a Participant;

Employee Incentive Plan - Draig Resources Limited

Page 22

(b) providing information to members of the Group, registrars, brokers or third party administrators of the Plan (if any) or advisers of the Board; and
(c) providing information to corporate advisers or potential future third party purchasers in connection with a sale of shares in a member of the Group, or the business and assets of a member of the Group.

20.8 Governing law

(a) This Plan is governed by the laws of Western Australia, Australia.
(b) Each Participant submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought in connection with these Rules.

20.9 Waiver of rights

(a) A waiver of any right, power, authority, discretion or remedy arising upon a breach of or default under these Rules must be in writing and signed by the party granting the waiver, and may be subject to such terms and conditions as determined by the party granting the waiver.
(b) A failure or delay in the exercise, or partial exercise, of a right, power, authority, discretion or remedy arising from a breach of or default under these Rules, does not prevent the exercise of or result in a waiver of that right, power, authority, discretion or remedy.
(c) A party is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of these Rules or default under these Rules as constituting a waiver of that right, power, authority, discretion or remedy.
(d) A party may not rely on any conduct of another party as a defence to the exercise of a right, power, authority, discretion or remedy by that other party.
(e) A waiver is only effective in the specific instance and for the specific purpose for which it is given and subject to any specific terms and conditions as specified in the waiver.
(f) This clause may not itself be waived except in writing.

Employee Incentive Plan - Draig Resources Limited

Page 23

Schedule 4 - Terms and Conditions of Incentive Options

Each Option entitles the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

Entitlement: Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
Expiry Date: The Options will expire at 5:00 pm (WST) on the date which is 3 years after the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
Exercise Price: Subject to paragraph 12, the amount payable upon exercise of each Option will be 130% of the volume weighted average price of Shares for the 5 Trading Day period prior to issue of the Options ( Exercise Price ).
Exercise Period: The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion, at any time prior to the Expiry Date ( Exercise Period ).
Notice of Exercise: An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(a) a written notice of exercise of Options specifying the number of Options being exercised; and
(b) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

Exercise Date: An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds ( Exercise Date ).
Timing of issue of Shares on exercise:

Within 10 Business Days after the Exercise Date, the Company will:

a. allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company;
b. 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 of sale of the Shares does not require disclosure to investors; and
c. 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.

Page 51

lodge with ASIC a prospectus prepared in accordance with section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

Shares issued on exercise: All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
Unquoted: The Company will not apply for quotation of the Options on ASX.
Transferability: Subject to the Corporations Act, the Constitution and Listing Rules, the Options are freely transferable.
Quotation of Shares issued on exercise: The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
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 Listing Rules at the time of the reconstruction.
Participation in new issues: There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
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.

Page 52

Schedule 5 - Terms and Conditions of Advisor Options

Each Option entitles the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

Entitlement: Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
Expiry Date: The Options will expire at 5:00 pm (WST) on the date which is 3 years after the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
Exercise Price: Subject to paragraph 12, the amount payable upon exercise of each Option will be $0.10 each ( Exercise Price ).
Exercise Period: The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion, at any time prior to the Expiry Date ( Exercise Period ).
Notice of Exercise: An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(a) a written notice of exercise of Options specifying the number of Options being exercised; and
(b) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

Exercise Date: An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds ( Exercise Date ).
Timing of issue of Shares on exercise:

Within 10 Business Days after the Exercise Date, the Company will:

a. allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company;
b. 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 of sale of the Shares does not require disclosure to investors; and
c. 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.

Page 53

708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

Shares issued on exercise: All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
Unquoted: The Company will not apply for quotation of the Options on ASX.
Transferability: Subject to the Corporations Act, the Constitution and Listing Rules, the Options are freely transferable.
Quotation of Shares issued on exercise: The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
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 Listing Rules at the time of the reconstruction.
Participation in new issues: There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
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.

Page 54

REGISTERED OFFICE:

DRAIG RESOURCES LIMITED

SUITE 23 513 HAY STREET SUBIACO WA 6008

ACN: 110 439 686

SHARE REGISTRY:

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

Code: DRG

Holder Number: «HOLDER_NUM

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

«ONLINE

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

==> picture [337 x 31] intentionally omitted <==

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 1.00pm AEDT on Friday 20 October 2017 at the Offices of Patersons Securities Limited, 48/264 George St, Sydney, New South Wales and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RE	SOLUTION	For	Against Abstain*
1.	Re-election of Director - Stephen Parsons	11.Issue of Adviser Options - Kumova Consulting
2.	Ratification of Prior Issue of Shares - April Placement
3.	Ratification of Prior Issue of Shares - 7.1 Placement
4.	Ratification of Prior Issue of Shares - 7.1A Placement
5.	Approval to Issue Shares under Placement
6.	Ratification of Prior Issue of Options - Stephen Parsons
7.	Approval of Employee Incentive Plan
8.	Issue of Incentive Options - Ray Shorrocks
9.	Issue of Adviser Options - Longreach Capital
10.	Issue of Adviser Options - Konkera
If no directions are given my proxy may vote as the proxy thinks fit or may abstain.* If you mark the Abstain box for a particular item, you are directing your Proxy			not to vote on your
behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Proxies must be received by Security Transfer Australia Pty Ltd no later than 1.00�m AE�T on Wednesday �� O�tob�r 2017.

My/Our contact details in case of enquiries are:

Name:

Number:

(

)

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

AI assistant

BELLEVUE GOLD LIMITED — Proxy Solicitation & Information Statement 2017

64519_rns_2017-09-12_0893756c-a96b-4306-8ced-7d6776089041.pdf

DRAIG RESOURCES LIMITED ACN 110 439 686

NOTICE OF GENERAL MEETING

DRAIG RESOURCES LIMITED

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Re-election of Director – Mr Stephen Parsons

2. Resolution 2 – Ratification of prior issue of Shares under April 2017 placement – Listing Rule 7.1A

Voting Exclusion

3. Resolution 3 – Ratification of prior issue of Shares under Placement - Listing Rule 7.1

Voting Exclusion

4. Resolution 4 – Ratification of prior issue of Shares under Placement - Listing Rule 7.1A

Voting Exclusion

5. Resolution 5 – Approval to Issue Shares to Professional and Sophisticated Investors under Placement

Voting Exclusion

6. Resolution 6 – Ratification of prior Issue of Director Options to Mr Stephen Parsons

Voting Exclusion

7. Resolution 7 – Approval of Employee Incentive Plan

Voting Exclusion

8. Resolution 8 – Issue of Incentive Options to Mr Ray Shorrocks

Voting Exclusion and Prohibition

9. Resolution 9 – Issue of Advisor Options to Longreach Capital Pty Ltd

Voting Exclusion and Prohibition

10. Resolution 10 – Issue of Advisor Options to Konkera Pty Ltd

Voting Exclusion and Prohibition

11. Resolution 11 – Issue of Advisor Options to Kumova Consulting Pty Ltd

Voting Exclusion and Prohibition

BY ORDER OF THE BOARD

DRAIG RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Action to be taken by Shareholders

2.2 Proxies

3. Resolution 1 Re-election of Director – Mr Stephen Parsons

3.1 General

3.2 Mr Stephen Parsons

3.3

Board recommendation

4. Resolution 2 – Ratification of Prior Issue of Shares under April 2017 placement

4.1 General

4.2

Listing Rule 7.1

4.3

Listing Rule 7.1A

4.4 Listing Rule 7.4

4.5 Specific information required by Listing Rule 7.5

4.6 Other information

4.7 Board Recommendation

5. Resolutions 3 and 4 – Ratification of prior issue of Shares under Placement

5.1 General

5.2 Listing Rule 7.1

5.3 Resolution 3 – Specific information required by Listing Rule 7.5

5.4 Resolution 3 – Board Recommendation

5.5 Resolution 4 – Specific information required by Listing Rule 7.5

5.6 Resolution 4 – Board Recommendation

6. Resolution 5 - Approval to Issue Shares to Professional and Sophisticated Investors under Placement

6.1 General

6.2

Listing Rule 7.1

6.3 Board Recommendation

7. Resolution 6 – Ratification of Prior Issue of Director Options to Mr Stephen Parsons

7.1 General

7.2 Listing Rule 7.1

7.3

Listing Rule 7.4

7.4 Chapter 2E of the Corporations Act

7.5 Specific information required under Listing Rule 7.5

7.6 Board Recommendation

8. Resolution 7 – Approval of Employee Incentive Plan

8.1 General

8.2

Listing Rule 7.2, exception 9(b)

8.3

Board recommendation

9. Resolution 8 – Issue of Incentive Options to Mr Ray Shorrocks

9.1 General

9.2

BELLEVUE GOLD LIMITED Proxy Solicitation & Information Statement 2017