BLUE STAR HELIUM LIMITED — Proxy Solicitation & Information Statement 2019

Jun 27, 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

Monday, 29 July 2019

10.00 AM 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

Contents
Venue and Voting Information	3
Notice of Extraordinary General Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	13
Proxy Form	Attached

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Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (AWST) on Monday, 29 July 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:

1. Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by 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.

2. Complete and sign the enclosed Proxy Form and return the form:

3. (a) by post to: Automic, GPO Box 5193, Sydney NSW 2001; or

4. (b) by hand to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000; or

5. (c) by fax to: (02) 8583 3040

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 10.00 am (AWST) on Monday, 29 July 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 10:00am (AWST) on 27 July 2019. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Resolutions

Part A: Ratification of Prior Issue of Securities

1. Resolution 1 – Ratification of Prior Issue of Management Options

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 16,875,000 Management Options issued on 29 April 2019 on the terms and conditions set out in the Explanatory Statement accompanying 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) Mr Trent Spry; or

• (b) an Associate of Mr Spry.

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.

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2. Resolution 2 – Ratification of Prior Issue of Tranche 1 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 32,775,000 fully paid ordinary shares issued on 13 June 2019 ( Tranche 1 Shares ) for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice.”

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 and received the Tranche 1 Shares; or

• (b) an Associate of any person described in (a) above.

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 – Ratification of Prior Issue of Tranche 1 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 33,100,000 fully paid ordinary shares issued on 13 June 2019 ( Tranche 1 Shares ) for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice.”

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

• (a) a person who participated in the issue and received the Tranche 1 Shares; or

• (b) an Associate of any person described in (a) above.

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.

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Part B: Tranche 2 of the Placement

4. Resolution 4 – Approval of Tranche 2 Shares to Non-Related Parties

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 69,723,228 fully paid ordinary shares ( Tranche 2 Shares ) at an issue price of 0.5 cents ($0.005) per share 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 4 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 entity); 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.

5. Resolution 5 – Director Participation in Placement (Trent Spry)

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 3,000,000 fully paid ordinary shares at an issue price of 0.5 cents ($0.005) per share to Mr Trent Spry (or his nominee), Director of the Company, 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 5 by or on behalf of:

• (a) Mr Trent Spry (or his nominee);

• (b) a person who might obtain a material benefit, except a benefit solely by reason of being a holder of ordinary securities in the Company if the resolution is passed; or

• (c) an Associate of any person described in (a) or (b).

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.

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 10.00 am (AWST) on Monday, 29 July 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

Part A: Ratification of Prior Issue of Securities

Resolution 1 – Ratification of Prior Issue of Management Options

Background

As announced by the Company on 29 April 2019, the Company issued 16,875,000 unlisted options ( Management Options ) on the terms set out in Annexure A, to Mr Trent Spry, as part of his remuneration and appointment to the Board as an Executive Director of the Company. These Management Options are on the same material terms as the options previously issued by the Company and described in its announcement of 6 June 2018. Each option is exercisable at 1 cent ($0.01) per option and expires on 30 June 2020.

The issue of Management Options was completed by utilising the Company’s existing capacity under Listing Rule 7.1.

ASX Listing Rule 7.4

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 16,875,000 Management Options to Mr Trent Spry, which was issued on 29 April 2019 by utilising the Company’s existing capacity under Listing Rule 7.1.

Listing Rule 7.1 allows the Board of an ASX listed entity to issue up to 15% of the Company’s issued capital in any 12-month period without the approval of the Shareholders of the Company.

Listing Rule 7.4 provides that where a company 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 for the purposes of Listing Rule 7.1.

The effect of approval of this Resolution is to allow the Board of the Company to issue additional securities within the 15% limit under Listing Rule 7.1 after this Resolution is adopted, instead of having to wait 12 months after the issue.

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Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.5.

• (a) The Company issued 16,875,000 Management Options.

• (b) Each of the Management Options were issued at nil cash consideration.

• (c) The full terms of the Management Options can be found at Annexure A.

• (d) The Management Options were issued to Mr Trent Spry, as part of his remuneration and appointment to the Board as an Executive Director of the Company. Accordingly, no funds were raised from the issue of these Management Options.

• (e) A voting exclusion statement applies to this item of business, as set out in the Notice.

Directors’ recommendation

The Board of Directors (excluding Mr Spry) recommend that Shareholders vote for Resolution 1.

Resolutions 2 and 3 – Ratification of Prior Issue of Tranche 1 Shares issued under ASX Listing Rule 7.1 and 7.1A

Background

As announced by the Company on 11 June 2019, the Company successfully completed a placement to sophisticated and professional investors ( Placement ) of 138,598,228 new fully paid ordinary shares at an issue price of 0.5 cents ($0.005) per Share raising $692,991.14 (before costs) for the Company.

The Company announced that the Placement would be undertaken in two tranches, with the first tranche ( Tranche 1 ) to be issued under the Company’s existing capacity under ASX Listing Rules 7.1 and 7.1A, and the second tranche ( Tranche 2 ) subject to Shareholder approval.

32,775,000 Tranche 1 Shares were issued under ASX Listing Rule 7.1 and 33,100,000 Tranche 1 Shares were issued under ASX Listing Rule 7.1A (collectively Tranche 1 Shares ).

On 13 June 2019, the Company completed Tranche 1 of the Placement, which resulted in the issue of 65,875,000 fully paid ordinary shares at an issue price of 0.5 cents ($0.005) per Share, raising approximately $329,375 (before costs) for the Company.

Shareholder approval is being sought under this Resolution to ratify the issue of the Tranche 1 Shares.

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.

The Company may refresh its 15% capacity and 10% capacity under ASX Listing Rule 7.4 pursuant to which holders of ordinary securities ratify and approve previous issues of securities made without prior

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approval under ASX Listing Rule 7.1 but within the company’s 15% capacity or made in accordance with the 10% capacity available under ASX 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, Resolution 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

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (a) The Company issued 65,875,000 Tranche 1 Shares on 5 June 2019, of which 32,775,000 Tranche 1 Shares were issued pursuant to ASX Listing Rule 7.1 and 33,100,000 Tranche 1 Shares were issued pursuant to ASX Listing Rule 7.1A.

• (b) The Tranche 1 Shares were issued at an issue price of 0.5 cents ($0.005) per Share.

• (c) The Tranche 1 Shares issued rank in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• (d) The Tranche 1 Shares were issued to non-related party investors invited by the Company to subscribe for the Tranche 1 Shares. Under ASX Listing Rule 10.11, the Company must not issue new securities to a related party without shareholder approval.

• (e) Funds raised under the Placement will be used to fund the Company’s expenditure at its Percy Creek Project, the acquisition of new leases in the US and for general working capital.

• (f) A voting exclusion statement applies to this item of business, as set out in the Notice.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for Resolutions 2 and 3.

Part B: Tranche 2 of the Placement

Resolution 4 – Approval of Tranche 2 Shares to Non-Related Parties

Background

As announced by the Company on 11 June 2019, completion of Tranche 2 of the Placement is subject to Shareholder approval being obtained. Tranche 2 comprises of the issue of 69,723,228 fully paid ordinary shares at an issue price of 0.5 cents ($0.005) per Share to non-related parties (to raise $348,616.14 (before costs)), and the issue of 3,000,000 at an issue price of 0.5 cents ($0.005) per Share to Mr Trent Spry, existing Director of the Company (to raise $15,000 (before costs)) (collectively referred to as Tranche 2 Shares ).

Accordingly, under this Resolution, Shareholder approval is being sought to issue 69,723,228 Tranche 2 Shares to non-related parties of the Company. Shareholder approval for Mr Spry’s participation is being sought under Resolution 5 of this Notice.

The effect of this Resolution is for Shareholders to approve the issue of 69,723,228 Tranche 2 Shares to fall within an exception to ASX Listing Rule 7.1, which will allow the Directors to issue the Shares without using the Company’s annual 15% placement capacity.

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Information Required by ASX Listing Rule 7.3

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

• (a) The maximum number of Tranche 2 Shares to be issued is 69,723,228.

• (b) The Tranche 2 Shares will be issued no later than 3 months after the date of the meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue of the shares will occur on the same date.

• (c) The Tranche 2 Shares will be issued at an issue price of 0.5 cents ($0.005) per Share.

• (d) The Tranche 2 Shares will be issued to investors invited by the Company to subscribe for the Tranche 2 Shares.

• (e) The Tranche 2 Shares will be fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• (f) Funds raised under the Placement will be used to fund the Company’s expenditure at its Percy Creek Project, the acquisition of new leases in the US and for general working capital.

• (g) A voting exclusion statement applies to this item of business, as set out in the Notice.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for Resolution 4.

Resolution 5 – Director Participation in Placement (Trent Spry)

Background

As announced by the Company on 11 June 2019, Mr Trent Spry, existing Director of the Company, agreed to participate in Tranche 2 of the Placement on the same terms as offered to other non-related parties.

Accordingly, Shareholder approval is being sought under this this Resolution for Mr Spry (or his nominee) to be issued 3,000,000 Tranche 2 Shares at an issue price of 0.5 cents ($0.005) per Share (value of $15,000).

Related Party Approvals

ASX Listing Rule 10.11 provides that the Company, as a listed company, must not issue equity securities to a related party without Shareholder approval.

If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person

whom there is reasonable grounds to believe will become a “related party” of a public company.

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Accordingly, as Mr Spry is a current Director of the Company, he is a “related party” of the Company, and the proposed issue of Shares to him requires Shareholder approval under Listing Rule 10.11.

In relation to the Chapter 2E requirements, the Company notes that the proposed issue of Tranche 2 Shares to Mr Spry are on the same terms and the same issue price of 0.5 cents ($0.005) per Share, as offered and completed to other non-related party investors under the Placement.

Accordingly, each of the non-conflicted Directors of the Company formed the view that the issue of the Shares subject of Resolution 4 to Mr Spry falls within the “arm’s length” exception as set out in section 210 of the Corporations Act. Accordingly, the Company relies on this exception for the purposes of Resolution 4 under this Notice.

Information required by ASX Listing Rule 10.13

The following information in relation to the issue of these Shares is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

• (a) The related party is Mr Trent Spry, a current Director of the Company.

• (b) The maximum number of Tranche 2 Shares to be issued to Mr Spry (or his nominee) is 3,000,000. (c) The Tranche 2 Shares will be issued within 1 month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).

• (d) The Tranche 2 Shares will be issued at an issue price of 0.5 cents ($0.005) per Share, which are on the same terms and issue price as offered and completed to other non-related party investors under the Placement.

• (e) The Tranche 2 Shares will be fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• (f) Funds raised under the Placement will be used to fund the Company’s expenditure at its Percy Creek Project, the acquisition of new leases in the US and for general working capital.

• (g) A voting exclusion statement applies to this item of business, as set out in the Notice.

Directors’ recommendation

The Board of Directors (excluding Trent Spry) recommend that Shareholders vote for Resolution 5.

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.

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.

Management Options means the unlisted options that were issued to Mr Trent Spry as part of his remuneration and appointment to the Board as an Executive Director of the Company.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting dated 28 June 2019 including the Explanatory Statement.

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 two tranche placement to sophisticated and professional investors as announced by the Company on 11 June 2019.

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 Pty Limited.

Tranche 1 means the first tranche of the Placement, which completed on 13 June 2019.

Tranche 2 means the second tranche of the Placement, for which completion is subject to Shareholder approval, which is being sought under this Notice.

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Annexure A – Terms of Management Options

The terms and conditions of these Management Options (referred to as Options only in this Annexure A) are as follows:

• (a) Each Option, subject to the terms and conditions set out in this Annexure A, gives the holder of the Options ( Optionholder ) the right to subscribe for 1 fully paid ordinary share in the Company ( Share ) per Option issued. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with these terms and conditions.

• (b) Subject to clause (xv), the Options will expire at 5:00pm (AEST) on 30 June 2020 ( Expiry Date ) and any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

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

• (d) 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.

• (e) Optionholders may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

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

• (g) 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.

• (h)

• The Options are freely transferrable.

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

• (j) 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.

• (k) 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.

• (l) 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

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opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

• (m) 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.

• (n) 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.

• (o) In the event the Optionholder resigns from the Company’s board of directors, all unexercised Options will immediately lapse on the date of resignation.

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