BLUE STAR HELIUM LIMITED — Proxy Solicitation & Information Statement 2019

Oct 28, 2019

Big Star Energy Limited Level 5, 126 Phillip Street Sydney NSW 2000 ACN: 009 230 835

www.bigstarenergy.com.au

Big Star Energy Limited

Notice of Extraordinary General Meeting Explanatory Statement | Proxy Form

28 November 2019

9:00am AWST

Address

Unit 6, 245 Churchill Avenue Subiaco WA 6008

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

Contents

ontents
Venue and Voting Information	2
Notice of Extraordinary General Meeting – Agenda and Resolutions	3
Notice of Extraordinary General Meeting – Explanatory Statement	5
Glossary	9
Annexure A – Terms of Options	10
Proxy Form	Attached

Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:00am on 28 November 2019 at Unit 6, 245 Churchill Avenue, Subiaco WA 6008.

Your vote is important

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

Voting in person

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

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsahby following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the Proxy Form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the Proxy Form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

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Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Big Star Energy Limited ACN 009 230 835 will be held at 9:00am (AWST) on 28 November 2019 at Unit 6, 245 Churchill Avenue, Subiaco WA 6008 ( Meeting or Extraordinary General Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 7:00pm (AWST) on 26 November 2019. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Resolutions

1. Resolution 1 – Ratification of Prior Issue of Placement Shares issued under ASX Listing Rule 7.1

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 70,439,736 fully paid ordinary shares issued on 10 October 2019 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• (a) a person who participated in the issue; or

(b) an Associate of those persons. However, the Company will not disregard a vote if:

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

• (ii) 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.

2. Resolution 2 – Ratification of Prior Issue of Placement Shares issued under ASX Listing Rule 7.1A

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 46,959,824 fully paid ordinary shares issued on 10 October 2019 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

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Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

• (a) a person who participated in the issue; or (b) an Associate of those persons. However, the Company will not disregard a vote if:

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

• (ii) 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 – Approval of Issue of Options to Pamplona Capital Pty Ltd

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 10,000,000 unlisted options to Pamplona Capital Pty Ltd (or its nominee), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (b) an Associate of those persons. However, the Company will not disregard a vote if:

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

• (ii) 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 – Amendments to Constitution

To consider and, if thought fit, to pass with or without amendment, the following resolution as a Special Resolution :

“That, for the purposes of section 136 of the Corporations Act and for all other purposes, the constitution of the Company be repealed and replaced with a constitution in the form of the document tabled at this Meeting and signed by the Chair for the purposes of identification, effective immediately.”

BY ORDER OF THE BOARD

Andrew Whitten Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 9:00am (AWST) on 28 November 2019 at Unit 6, 245 Churchill Avenue, Subiaco WA 6008.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Extraordinary General Meeting are set out below.

Resolutions

Ratification of Prior Issue of Securities

Resolutions 1 and 2 – Ratification of Prior Issue of Placement Shares issued under ASX Listing Rule 7.1 and 7.1A

Background

As announced by the Company on 7 October 2019, the Company successfully completed a placement to sophisticated and professional investors ( Placement ) of 117,399,560 new fully paid ordinary shares ( Placement Shares ) at an issue price of 0.5 cents ($0.005) per Share raising $586,997.80 (before costs) for the Company.

The Placement Shares were issued utilising the Company’s existing capacity under Listing Rule 7.1 and Listing Rule 7.1A. Accordingly, Shareholder approval is being sought to ratify the prior issue and allotment of:

• (a) 70,439,736 Placement Shares issued under Listing Rule 7.1 (Resolution 1); and

• (b) 46,959,824 Placement Shares issued under Listing Rule 7.1A (Resolution 2),

issued on 10 October 2019.

ASX Listing Rule 7.1 restricts listed companies as to the number of equity securities that they can issue or agree to issue without shareholder approval. Generally, a listed company cannot, in any 12 month period, issue a number of equity securities which is more than 15% of their fully paid ordinary shares on issue without shareholder approval ( 15% capacity ), unless an exception applies.

ASX Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1A ( 10% capacity ). The Company is an eligible entity and sought and received Shareholder approval for its 10% capacity at its Annual General Meeting held on 31 May 2019.

Listing Rule 7.4 provides that where an entity in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with Shareholder approval under Listing Rule 7.1, thereby “refreshing” the Company’s capacity under Listing Rule 7.1. A note to Listing Rule 7.4 also provides it can also be used to ratify a previous issue of securities made with approval pursuant to

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Listing Rule 7.1A.

By ratifying these previous issues, the Company will retain the flexibility to issue equity securities in the future within the limits of ASX Listing Rules 7.1 and 7.1A up to its 15% capacity and 10% capacity, respectively, without needing to seek further Shareholder approval.

Accordingly, Resolutions 1 and 2 seeks Shareholder approval to allow the Company to refresh its 15% capacity and 10% capacity, respectively.

Information required by ASX Listing Rule 7.5

The following information in relation to the issue of these Placement Shares is provided to Shareholders for the purposes of ASX Listing Rule 7.5:

• (a) The Company issued 117,399,560 Placement Shares on 10 October 2019 of which:

• (i) 70,439,736 Placement Shares were issued pursuant to ASX Listing Rule 7.1 (Resolution 1); and

• (ii) 46,959,824 Placement Shares were issued pursuant to ASX Listing Rule 7.1A (Resolution 2).

• (b) The Placement Shares were issued at an issue price of 0.5 cents ($0.005) per Share.

• (c) The Placement Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• (d) The Placement Shares were issued to non-related party investors invited by the Company to subscribe for the Placement Shares.

• (e) Funds raised under the Placement will be used to expand the Company’s existing helium acreage position, further its helium exploration program and for general working capital purposes.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for Resolutions 1 and 2.

Issue of Options to Lead Manager

Resolution 3 – Approval of Issue of Options to Pamplona Capital Pty Ltd

Background

As announced by the Company on 7 October 2019, the Company engaged the services of Pamplona Capital Pty Ltd as Lead Manger for the Placement, successfully raising $586,997.80.

As part of the consideration for the services provided by Pamplona Capital Pty Ltd as Lead Manger for the Placement, subject to Shareholder approval being obtained, the Company has agreed to issue 10,000,000 unlisted Options (each with an exercise price of 1 cent ($0.01) per Option and which expires on 30 June 2020) to Pamplona Capital Pty Ltd (or its nominee). These options are on the same terms and conditions as the Company’s existing options on issue.

The effect of this Resolution is for Shareholders to approve the issue of these Options to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3

The following information in relation to the issue of these Options is provided to Shareholders for the purposes of ASX Listing Rule 7.3:

• (a) The maximum number of Options to be issued is 10,000,000.

• (b) The Options will be issued within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).

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• (c) The Options will be offered for nil cash consideration.

• (d) The Options will be issued to Pamplona Capital Pty Ltd (or its nominee) who acted as Lead Manager for the Placement.

• (e) The full terms of the Options are set out in Annexure A.

• (f) Funds will not be raised from the issue of these Options, as they are proposed to be issued as part of the consideration payable to Pamplona Capital Pty Ltd for its services as Lead Manager for the Placement.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for Resolution 3.

Amendments to Constitution

Resolution 4 – Amendments to Constitution

The Company’s current constitution was adopted on 31 May 2018.

Effective 1 December 2019, the ASX propose to implement changes to their escrow regime. In accordance with those changes there will be an update to ASX Listing Rule 15.12 which requires a listed entity’s constitution to contain certain provisions for so long as an entity has “restricted securities” (as defined by the Listing Rules) on issue. These amendments (if approved) provide the constitutional underpinning for ASX’s modified escrow regime.

Accordingly, the Company has prepared an updated Constitution ( New Constitution ) which incorporates the following key amendments:

• (a) Restricted Securities : The Company shall comply in all respects with the requirements of the Listing Rules with respect to “restricted securities”. Without limiting the generality of the above:

• (i) a holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the ASX;

• (ii) if the securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the entity’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;

• (iii) the entity will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the ASX;

• (iv) a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the ASX; and

• (v) if a holder of restricted securities breaches a restriction deed or a provision of the Company’s constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

Prior to the Meeting, a copy of the New Constitution is available for review by Shareholders at the Company’s registered office during normal business hours. A copy of the New Constitution can also be sent to Shareholders of the Company upon a request being made to the Company Secretary on (02) 8072 1400.

A complete signed copy of the New Constitution will be tabled at the Meeting.

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Pursuant to section 136(2) of the Corporations Act, a modification to the Company’s Constitution can only be effected by way of a Special Resolution passed by its Shareholders. Therefore, this Resolution is a Special Resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from a solicitor or other professional advisor.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Enquiries

Shareholders are asked to contact the Company’s Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (Outside Australia) if they have any queries in respect of the matters set out in these documents.

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Glossary

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Company or BNL means Big Star Energy Limited ACN 009 230 835.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Extraordinary General Meeting or EGM or Meeting means the meeting of the Company’s members convened by this Notice of Meeting.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting dated 29 October 2019 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Placement means the placement to sophisticated and professional investors as announced by the Company on 7 October 2019.

Placement Shares means the Shares that were issued pursuant to the Placement, which have an issue price of $0.005 per Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

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

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

Shareholder means a holder of a Share.

Share Registry means Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000.

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Annexure A – Terms of Options

The terms of the Options which have been issued are as follows:

• (i) Each Option gives the Optionholder the right to subscribe for 1 Share for every Option they own in the Company, and subsequently trade the underlying Shares. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with these terms and conditions.

• (ii) The Options will expire at 5:00pm (AEST) on 30 June 2020 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (iii) The amount payable upon the exercise of each Option will be 1 cent ($0.01) ( Exercise Price ).

• (iv) The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.

• (v) Optionholders 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 ).

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

• (vii) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (viii) The Options are freely transferrable.

• (ix) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (x) The Company is not applying for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.

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

• (xii) There are no participating rights or entitlements inherent in the Options and the Optionholder 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 the Optionholder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

• (xiii) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

• (xiv) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

• (xv) In the event the Options are exercised by the Optionholders before the Expiry Date, the Company intends to use the funds raised for working capital purposes.

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