BOWEN COKING COAL LIMITED - Proxy Solicitation & Information Statement 2015

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ASX Announcement

Cabral Resources Limited ACN 064 874 620 (“Cabral”)

(Subject to Deed of Company Arrangement)

Notice of Meeting (“NOM”) and Explanatory Statement (“EO”)

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We refer to recent announcements in relation to the Sale Agreement and Deed of Company Arrangement (“DOCA”) entered into with CPS Capital Group Pty Limited (“CPS”).

The Deed Administrators have been advised by Cabral’s Directors that a NOM and accompanying EO have today been issued to shareholders of Cabral in respect of a proposal to recapitalise Cabral (“Recapitalisation Proposal”), copies of which are attached.

As part of the DOCA, Cabral’s assets were to be transferred to the Creditors’ Trust to be established (for the benefit of creditors and existing shareholders) upon its effectuation. As a result of the Sale Agreement entered into with CPS, certain Cabral assets (including interests in certain mining tenements) are now to be retained within the Cabral listed entity, in which existing shareholders will retain a diluted interest under the Recapitalisation Proposal.

The Sale Agreement, Recapitalisation Proposal and the DOCA are interdependent. Accordingly, the approval of the Recapitalisation Proposal by shareholders will also have the impact of allowing the Sale Agreement (i.e. retention of interests in certain mining tenements for existing shareholders on a diluted basis) to come into effect.

Further details regarding the DOCA and Recapitalisation Proposal are provided in the attached NOM and accompanying EO.

If you have any other queries in relation to this announcement, please contact Anthony Cocco of McGrathNicol on (02) 9338 2667.

Dated 28 August 2015

Cabral Resources Limited (Subject to Deed of Company Arrangement)

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Barry Kogan

Joint and Several Deed Administrator of Cabral

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Cabral Resources Limited (Subject to Deed of Company Arrangement) ACN 064 874 620

Notice of General Meeting and Explanatory Statement

Date of Meeting: Thursday, 1 October 2015 Time of Meeting: 12.00 noon (WST) Place of Meeting: Mining Corporate Level 11, London House 216 St Georges Terrace Perth, Western Australia

The Deed Administrators have given their consent to convene the General Meeting and to despatch this Notice of Meeting and the accompanying Explanatory Statement, but express no opinion about any of their contents including, but in no way limited to, any statements regarding the Recapitalisation Proposal. The Deed Administrators make no recommendation about how Shareholders should vote on the Resolutions contained in the Notice of Meeting and do not warrant the accuracy, completeness or reliability of the information provided. The Directors of the Company have prepared and take responsibility for these documents and have caused the despatch of this Notice of Meeting and the accompanying Explanatory Statement.

This Notice of Meeting and the Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor.

General Information

This Notice of Meeting and Explanatory Statement provides information and seeks approval for a recapitalisation of the Company in accordance with the Recapitalisation Proposal.

The Recapitalisation Proposal provides for:

(a) a restructure of the Company's capital base;
(b) the termination of the DOCA and retirement of the Deed Administrators;
(c) the transfer of all liabilities (and certain assets) of the Company to the Creditors’ Trust;
(d) the provision of working capital to fund the Company's on-going operations;
(e) the appointment of three new Directors to the Company; and
(f) an application for reinstatement of the Company’s securities to the ASX.

Further details of the Recapitalisation Proposal are provided in Section 2 of the Explanatory Statement. Details of the Resolutions to be considered at the General Meeting are set out in Sections 4 to 8 (inclusive) of the Explanatory Statement. Definitions of capitalised terms used are set out in Section 9 of the Explanatory Statement.

Shareholders should note that the implementation of the Recapitalisation Proposal is only dependent on Shareholders voting in favour of Resolutions 1 and 2. Resolutions 3 to 6 do not specifically form part of the Recapitalisation Proposal and the success of the Recapitalisation Proposal is not conditional on Shareholders voting in favour or approving these additional resolutions.

In considering the Resolutions, Shareholders must bear in mind the current financial circumstances of the Company. If Resolutions 1 and 2 are passed and the Recapitalisation Proposal is completed, the Company will be in a position to seek re-instatement of its securities on ASX. This re-instatement will be subject to compliance with ASX and Corporations Act regulatory requirements.

If Shareholders reject the Recapitalisation Proposal, it is possible that the Company may proceed into liquidation. In those circumstances, and in the absence of an alternative recapitalisation proposal (which will involve significant cost and delay to implement), it is unlikely there will be any return to Shareholders. The Resolutions are therefore important, and affect the future of the Company. Shareholders are urged to give careful consideration to the Notice of Meeting and the contents of the Explanatory Statement.

Notice of Extraordinary General Meeting

Page 2 of 32

Notice of General Meeting

Notice is given that an Extraordinary General Meeting of Shareholders of Cabral Resources Limited (Subject to Deed of Company Arrangement) ACN 064 874 620 ( Company ) will be held at the offices of Mining Corporate, Level 11, London House, 216 St Georges Terrace, Perth, Western Australia on Thursday, 1 October 2015 at 12.00 noon (WST).

Terms used in this Notice of Meeting are defined in Section 9 of the accompanying Explanatory Statement.

The Explanatory Memorandum and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting.

A copy of this Notice and the Explanatory Statement which accompanies this Notice has been lodged with ASX in accordance with Listing Rule 15.1 and with the Australian Securities & Investments Commission ( ASIC ) in accordance with section 218 of the Corporations Act.

Agenda

The agenda for the Meeting is as follows:

Opening of meeting.
Resolution 1: Approval of Consolidation of Shares.
Resolution 2: Issue of Shares and Options to sophisticated and professional investors.
Resolution 3: Issue of Shares and Options to CPS.
Resolution 4: Issue of Shares and Options to Mr Eddie King.
Resolution 5: Issue of Shares and Options to Mr Gregory D'Arcy.
Resolution 6: Section 195 Approval.
Other business.
Close of meeting.

Notice of Extraordinary General Meeting

Page 3 of 32

Special Business

1. Resolution 1 - Approval of Consolidation of Shares

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

“That, subject to and conditional on the passing of Resolution 2, and in accordance with section 254H of the Corporations Act 2001 (Cth), Listing Rule 7.20, the Company’s Constitution and for all other purposes, approval is given for the consolidation of the existing Shares in the Company on a 1 for 100 basis, with any fractional entitlements being rounded down to the nearest whole number and on the terms and conditions as detailed in the accompanying Explanatory Statement."

2. Resolution 2 - Issue of Shares and Options to sophisticated and professional investors

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

“That, subject to and conditional on the passing of Resolution 1, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue (on a post consolidation basis):

(a) up to 20,000,000 Shares at $0.00001 each;
(b) up to 125,000,000 Shares at $0.02 each;
(c) up to 30,000,000 Unlisted Options at $0.00001 each; and
(d) up to 50,000,000 Listed Options at $0.00001 each,

to sophisticated and professional investors on the terms and conditions detailed in the accompanying Explanatory Statement.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

a person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

 any associate of those persons. However, the Company need not disregard a vote if:

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
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides

Notice of Extraordinary General Meeting

Page 4 of 32

3. Resolution 3 - Issue of Shares and Options to CPS

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

“That, subject to and conditional on the passing of Resolution 6, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for CPS to participate in the share and option issue the subject of Resolution 2 and for the Company to issue to CPS (on a post consolidation basis):

(a) up to 800,000 Shares at $0.00001 each;
(b) up to 10,000,000 Shares at $0.02 each;
(c) up to 1,400,000 Unlisted Options at $0.00001 each; and
(d) up to 1,600,000 Listed Options at $0.00001 each,

on the terms and conditions detailed in the accompanying Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

CPS; and
any associate of CPS.

However, the Company need not disregard a vote if:

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
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. Resolution 4 - Issue of Shares and Options to Mr Eddie King

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

“That, subject to and conditional on the passing of Resolution 6, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for Mr Eddie King to participate in the share and option issue the subject of Resolution 2 and for the Company to issue to Mr King (on a post consolidation basis):

(a) up to 2,500,000 Shares at $0.00001 each;
(b) up to 1,000,000 Shares at $0.02 each;
(c) up to 5,000,000 Unlisted Options at $0.00001 each; and
(d) up to 10,000,000 Listed Options at $0.00001 each,

on the terms and conditions detailed in the accompanying Explanatory Statement.”

Notice of Extraordinary General Meeting

Page 5 of 32

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

Mr Eddie King; and
any associate of Mr Eddie King.

However, the Company need not disregard a vote if:

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
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

5. Resolution 5 - Issue of Shares and Options to Mr Gregory D’Arcy

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

“That, subject to and conditional on the passing of Resolution 6, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for Mr Gregory D’Arcy to participate in the share and option issue the subject of Resolution 2 and for the Company to issue to Mr D’Arcy (on a post consolidation basis):

(a) up to 200,000 Shares at $0.00001 each;
(b) up to 300,000 Shares at $0.02 each;
(c) up to 1,500,000 Unlisted Options at $0.00001 each; and
(d) up to 3,500,000 Listed Options at $0.00001 each,

on the terms and conditions detailed in the accompanying Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

Mr Gregory D’Arcy; and
any associate of Mr Gregory D’Arcy.

However, the Company need not disregard a vote if:

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
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

6. Resolution 6 - Section 195 Approval

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions contemplated in this Notice."

Notice of Extraordinary General Meeting

Page 6 of 32

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Meeting and should be read in conjunction with it.

Resolutions 1 and 2 are subject to and conditional upon each other. Resolutions 3, 4 and 5 are all conditional upon Resolution 6 being passed. Accordingly, the Resolutions should be considered collectively as well as individually.

The implementation of the Recapitalisation Proposal (and effectuation of the DOCA) is dependent on Shareholders voting in favour of Resolutions 1 and 2. Resolutions 3 to 6 (inclusive) do not specifically form part of the Recapitalisation Proposal (or the DOCA) and the success of the Recapitalisation Proposal (or the DOCA) is not conditional on Shareholders voting in favour or approving these resolutions.

Shareholders are specifically referred to Section 9 of the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Meeting and the Explanatory Statement.

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 General 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.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Company has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on Tuesday, 29 September 2015. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlement to attend and vote at the General Meeting.

Dated: 28 August 2015

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Eddie King Director

Notice of Extraordinary General Meeting

Page 7 of 32

Explanatory Statement

1. Introduction

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Directors which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

There are 6 Resolutions to be put to the Meeting. All Resolutions are ordinary resolutions. Resolutions 1 and 2 are conditional on each other, so that these Resolutions will not have any effect unless both are passed. Resolutions 3, 4 and 5 are conditional on Resolution 6 and will not have any effect unless Resolution 6 is also passed.

The implementation of the Recapitalisation Proposal (and effectuation of the DOCA) is dependent on Shareholders voting in favour of Resolutions 1 and 2 only. Resolutions 3 to 6 do not specifically form part of the Recapitalisation Proposal (or the DOCA) and the success of the Recapitalisation Proposal (or the DOCA) is not conditional on Shareholders voting in favour or approving these additional Resolutions.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the Resolutions.

Capitalised Terms used in this Explanatory Statement are defined in Section 9.

2. The Recapitalisation Proposal

2.1 What is a recapitalisation?

A recapitalisation typically involves the injection of new cash (by way of the issue of new securities) into a public company that is either in financial distress or has been placed into administration.

In the ordinary course, the company will retain some or all of its assets and seek reinstatement of the company’s securities to trading on ASX following completion of the recapitalisation. It is this process that is proposed by the Resolutions set out in the Notice of Meeting.

2.2 Background to the Recapitalisation Proposal

Execution of DOCA and Creditors Trust

On 1 December 2014, the previous directors of the Company appointed Joseph Hayes and Barry Kogan of McGrathNicol as joint and several voluntary administrators of the Company ( Administrators ) under section 436A of the Corporations Act. The Company's securities were suspended from trading on ASX prior to that day.

Shortly after their appointment, the Administrators commenced a sale process for the assets of the Company and its Australian subsidiary, Cabral Brazil Pty Limited ACN 144 001 043 (in Liquidation) ( Cabral Brazil ). This included the Company’s interests in Brazilian iron ore tenements, specifically the Sincora Area and the Brumado Complex.

On 14 January 2015, at the second meeting of creditors, convened by the Administrators in accordance with section 439A of the Corporations Act, it was resolved that the meeting be adjourned for a period of up to 45 business days to provide the Administrators with additional time to progress the sale campaign and to consider any recapitalisation proposals received by them.

Notice of Extraordinary General Meeting

Page 8 of 32

On 5 March 2015, the Administrators executed a term sheet with CPS for a recapitalisation of the Company in accordance with the terms of the Recapitalisation Proposal. Amongst other matters, the Recapitalisation Proposal provided for payment of contributions totalling $450,000 ( DOCA Amount ) to be made to the Deed Administrators and ultimately paid to the Creditors’ Trust for the benefit of Admitted Creditors. On the same day, CPS made a non-refundable payment of $15,000 to the Administrators in respect of the Recapitalisation Proposal.

On 19 March 2015, at the reconvened second meeting of creditors of the Company, creditors resolved that the Company enter into a DOCA with CPS to allow a recapitalisation of the Company in accordance with the terms of the Recapitalisation Proposal.

On 27 March 2015, CPS made a further non-refundable payment of $35,000 to the Administrators in respect of the Recapitalisation Proposal.

On 13 April 2015, a DOCA was executed by the Company, the Administrators and CPS and a Creditors’ Trust Deed was executed by the Company and the Administrators to give effect to the Recapitalisation Proposal. At that time, the Administrators became the Deed Administrators under the DOCA.

Having regard to the additional time required to allow CPS to explore the purchase of certain Company assets, liaise with the ASX and ASIC and issue the Shareholder meeting documentation, the Deed Administrators granted two separate extensions of time under the DOCA and received two further non-refundable payments of $40,000 and $20,000 as a contribution to the overall DOCA Amount.

Having advanced a total of $110,000 in non-refundable payments towards the DOCA Amount (being $50,000 in respect of deposit amounts and $60,000 in respect of DOCA extensions), CPS must now pay a further and final amount of $340,000 to the Deed Administrators on effectuation of the DOCA to be applied to the Creditors’ Trust for the benefit of the Company’s Admitted Creditors. Following payment of these funds by CPS, the DOCA will terminate and the Company will be in a position to seek reinstatement of its Securities to official quotation on the ASX.

If Shareholders reject the Recapitalisation Proposal, it is possible that the Company may proceed into liquidation. In those circumstances, in the absence of an alternative recapitalisation proposal (which will involve significant cost and delay to implement) it is unlikely there will be any return to Shareholders. The Resolutions are therefore important, and affect the future of the Company. Accordingly, Shareholders are urged to give careful consideration to the Notice of Meeting and the contents of the Explanatory Statement.

Retention of Company assets

At the time of execution of the DOCA, CPS did not require the Company's assets to be retained by the listed entity. However, following consultation with the ASX and ASIC, as well as undertaking due diligence throughout the DOCA period, CPS formed a view that the retention of certain Company assets would add further value to the Company and its Shareholders and also facilitate the relisting of the Company on ASX, having maintained similar operations and assets held prior to the appointment of the Administrators.

Having formed this view, CPS submitted a non-binding offer for the acquisition/retention of certain assets by the Company following the effectuation of the DOCA.

On 10 July 2015, the Deed Administrators and CPS executed (and subsequently varied) a sale agreement which provided for the retention of equity interests in the Company’s subsidiaries Northern Yeelirrie Pty Ltd and Cabral Metais Limitada (including an interest in the Brazilian iron ore tenements held by this entity) by Cabral in return for a payment of $20,001 to the Deed Administrators and $20,000 to the Liquidators of Cabral Brazil. The payment to the Administrators will be made in addition to the $340,000 remaining to be paid under the terms of the DOCA and is dependent on the effectuation of the DOCA.

Notice of Extraordinary General Meeting

Page 9 of 32

The retained assets will be held for the benefit of the Company (in respect of which Shareholders are proposed to have an ongoing interest) rather than transferred to the Creditors’ Trust on effectuation of the DOCA. This means that Shareholders in the Company will hold an ongoing interest in the listed entity and its asset base after the recapitalisation (with some attributed but diluted value).

2.3 Information regarding CPS

The proponent of the Recapitalisation Proposal is CPS.

CPS was established in 2001 to provide specific corporate advisory services to Australian based companies. CPS has adopted a unique business model, operating across three overlapping disciplines:

(a) Corporate Finance, including traditional investment banking advisory work with a strong capital raising, initial public offering, mergers and acquisitions and deal structuring orientation;
(b) Private Equity, including commercial due diligence, deal advice and screening for private investors, larger venture capitalists, management buyout funds and major corporations, plus occasional direct minority investments in its own right; and
(c) Management Consulting, including strategy, performance improvement and organisational effectiveness work for large, mid-sized and small corporations, but with a strong bias towards commercialisation of new technology and governance for small to medium enterprises and start-ups.

The firm currently has 5 directors with extensive experience in the financial services industry gained during time with leading industry participants such as DJ Carmichael, Hartley Poynton, Tolhurst, Indian Ocean Capital, Saw James and Eyres Reed Limited.

2.4 Principal features of the Recapitalisation Proposal

The principal features of the Recapitalisation Proposal are as follows:

(a) Consolidation of Capital: Consolidation of the existing issued capital of the Company on a 1 for 100 basis (see Resolution 1 and Section 4).
(b) Issue of Shares and Options to sophisticated and professional investors: The issue of:
(1) up to 20,000,000 Shares at $0.00001 each to raise up to $200;
(2) up to 125,000,000 Shares at $0.02 each to raise up to $2,500,000 (underwritten by CPS to an amount of $1,000,000);
(3) up to 30,000,000 Unlisted Options at $0.00001 each to raise up to $300; and
(4) up to 50,000,000 Listed options at $0.00001 each to raise up to $500,

to various sophisticated and professional investors who are clients of CPS (see Resolution 2 and Section 5).

(c) Appointment of Directors : The appointment of Eddie King, Gregory D’Arcy and Steven Formica, all of whom are nominees of CPS, as Directors of the Company (see Section 2.13).

Notice of Extraordinary General Meeting

Page 10 of 32

2.5 Purpose of the Recapitalisation Proposal

The purpose of the Recapitalisation Proposal is to:

(a) restructure the Company’s issued capital;
(b) provide working capital to finalise and complete the Recapitalisation Proposal and terminate the DOCA;
(c) allow the Company to continue its existing activities and pursue new projects by way of acquisition or investment; and
(d) facilitate the reinstatement of the Company’s securities to trading on the ASX.

The operational and expenditure plans of the Company after completion of the Recapitalisation Proposal are summarised in Section 2.7.

2.6 Indicative Timetable

Set out below, and subject to compliance with all regulatory requirements, is the expected timetable for completion of the Recapitalisation Proposal. These dates are indicative only and may be varied without notice.

Item	Date
Lodge Meeting Materials with ASX and ASIC	20 August 2015
Print and dispatch Meeting Materials	28 August 2015
General Meeting of Shareholders	1 October 2015
Lodge Prospectus with ASIC	2 October 2015
Record Date for capital consolidation Allotment and issue of new Shares and Options Completion and termination of Deed of Company Arrangement	8 October 2015
Dispatch of holding statements	15 October 2015
Re-commencement of trading on ASX	22 October 2015

2.7 Operational and expenditure plans of the Company

Business plan and strategy

As set out in section 2.2, subject to Shareholder approval and effectuation of the DOCA, the Company will retain its interests in a number of the Company’s Brazilian iron ore tenements, specifically those in the Sincora Area (the Tenements ).

The purpose of the Recapitalisation Proposal is to inject further funds into the Company to allow a review and due diligence process to be undertaken in respect of the Tenements.

The review and due diligence process is expected to take up to 3 months. Upon satisfactory review by the Board of Directors, the Company intends to further advance the Tenements. Should the due diligence process not meet expectations, the Company will assess its options regarding the Tenements with the goal of extracting maximum Shareholder value.

In parallel to the due diligence and review process, the Company also intends to assess and seek new business or investment opportunities. The Company is not limiting itself to the exploration and resource sector, and as such, may enter into other industries or sectors that it is not currently in.

Notice of Extraordinary General Meeting

Page 11 of 32

Expenditure plan and use of funds

The total capital raising of $2,501,000 contemplated by Resolutions 2 to 5 in the Notice of Meeting is being undertaken to:

(1) meet the administrative costs of the Company and the expenses of implementing the Recapitalisation Proposal including payments for the benefit of creditors under the DOCA;
(2) fund the Company’s on-going operations; and
(3) provide funds for further acquisition and development of other assets as may be identified by the Company from time to time.

In particular, it is proposed that the funds raised will be applied as follows:

Use of funds	$
Total funds raised	2,501,000
less: Expenses associated with Recapitalisation Proposal	(250,000)
Total contributed equity	2,251,000
less: Amounts already paid under the DOCA	(110,000)
less: Payment to satisfy further obligations under the DOCA	(340,000)
less: Payment in relation to retention of iron ore assets	(40,001)
Remaining cash as at date of reinstatement on ASX	1,760,999
Evaluation and development of current assets	900,000
Review and evaluation of new assets	500,000
General working capital	360,999
Total funds utilised	2,501,000

The Company’s review and development plans are the best estimates available to the Directors at this time. It is important to recognise that although certain parts of the budget allocations are committed expenditures, these may be subject to changes in line with emerging developments, circumstances and opportunities.

Notice of Extraordinary General Meeting

Page 12 of 32

2.8 Pro forma Capital Structure

Set out below is the pro forma capital structure of the Company following completion of the Recapitalisation Proposal:

Description	Res.	Shares	Performance Rights	Options	% Interest*
Existing securities		293,797,8151	15,000,000		100%
After Recapitalisation Proposal
Capital consolidation (1 for 100)	1	2,937,978	150,000		2.0%2
Issue of Shares and Options to new investors	2 - 5	145,000,000		80,000,000	98.0%3
Total		147,937,978	150,000	80,000,000	100.0%

Notes:

As set out in the Register of Company Securities as at 1 December 2014. 2 1.3% on a fully diluted basis.*
98.7% on a fully diluted basis.*
Future Performance Rights have been excluded from dilution calculations on the basis that their exercise price of $0.30 is above markets value, so are non-dilutive.

Notice of Extraordinary General Meeting

Page 13 of 32

2.9 Pro forma Statement of Financial Position

Set out below is a statement of financial position of the Company as at 31 December 2014 together with a pro forma statement of financial position assuming completion of the Recapitalisation Proposal.

Note Current Assets Cash assets 1,2,3 Total Current Assets Non-Current Assets Fixed assets Receivable in respect of Joint Venture Exploration assets Total Non-Current Assets Total Assets Current Liabilities Payables 1 Provisions 1 Borrowings 4 Total Current Liabilities Total Liabilities Net Assets/(Liabilities) Equity Contributed equity 2,3 Retained losses Total Equity	Unaudited as 31 Dec 2014 Unaudited pro forma if Recapitalisation Proposal completed $’000 $’000 139 1,761
	139 1,761
	1 - 206 - 3,166 3,166
	3,373 3,166
	3,512 4,927
	23 - 871 - 3,166 3,166
	4,060 3,166
	4,060 3,166
	(548) 1,761
	39,848 42,099 (40,396) (40,338)
	(548) 1,761

The above pro forma statement of financial position was prepared assuming completion of the following transactions (and the statement should be read in conjunction with these notes):

1 Successful effectuation of the DOCA announced to ASX on 14 April 2015 and the creation of the Creditors’ Trust resulting in certain assets and the claims of Admitted Creditors against the Company being extinguished and transferred to the Creditors’ Trust.
Issue of 145,000,000 Shares and 80,000,000 Options for a total amount of $2,501,000.

Notice of Extraordinary General Meeting

Page 14 of 32

A provision of $250,000 has been made for the costs of the Recapitalisation Proposal, comprising legal, accounting and other professional costs of up to $100,000 and placement fees of up to $150,000 based on the promotion of the Recapitalisation Proposal by CPS as lead manager. The difference in contributed equity is $2,501,000 equity raised less provision for costs of the Recapitalisation Proposal of $250,000.
An amount of BRL 6,940,494 (approximately AUD 3,166,253 at 31 December 2014) is payable by Cabral Metais Ltda (a wholly owned subsidiary of the Company) to Cabral Mineracao Ltda (a wholly owned subsidiary of Cabral Brazil). Due to Cabral Brazil (a wholly owned subsidiary of the Company) being in liquidation and deemed for accounting purposes to have exited the consolidated group, this borrowings amount cannot be eliminated upon consolidation, despite both Cabral Metais Ltda and Cabral Mineracao Ltda having the same ultimate parent.

2.10 Quotation of Shares and Listed Options on ASX

The Company is already admitted to the official list of ASX, however, trading in its Shares was suspended prior to the Company being placed into voluntary administration on 1 December 2014.

After completion of the Recapitalisation Proposal, the Company will apply to ASX for reinstatement of its Securities (including the Shares and Listed Options issued as part of the Recapitalisation Proposal). Re-instatement is at the discretion of ASX and will be subject to compliance with ASX and Corporations Act regulatory requirements. At the date of this Explanatory Statement, ASX has indicated to the Company that on the basis of the information provided to ASX, the Recapitalisation Proposal will not affect the Company securities being reinstated on ASX.

2.11 Prospectus

The Shares and Options to be issued as part of the Recapitalisation Proposal will be issued to exempt investors under section 708 of the Corporations Act. As such, they are not being issued pursuant to a disclosure document. However, a prospectus will be prepared to enable the Company’s Securities to be re-listed on ASX ( Prospectus ). The Company reserves the right to issue Securities to retail investors under the Prospectus if necessary.

2.12 Release of Creditors’ claims

Subject to the terms of the DOCA, amongst other assets, $470,000 in cash (due and/or already paid by CPS to the Deed Administrators) will be transferred to the Creditors’ Trust as part of the Recapitalisation Proposal, and in order to satisfy the claims of Admitted Creditors.

Under the DOCA, the claims of all creditors of the Company (including Admitted Creditors) are released and extinguished on this payment being made to the Creditors’ Trust. The Admitted Creditors then become beneficiaries of the Creditors’ Trust.

2.13 Appointment of new Directors

As part of the Recapitalisation Proposal, CPS has appointed three nominees to the Board of the Company. These appointments were made on 23 April 2015 and 4 August 2015 and profiles of the new Directors are set out below:

(a) Mr Eddie King

Mr King is a qualified Mining Engineer. Mr King holds a Bachelor of Commerce and Bachelor of Engineering from The University of Western Australia. Mr King is currently a Representative for CPS. Mr King’s past experience includes being Manager for an investment banking firm, where he specialised in the technical and financial

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requirements of bulk commodity and other resource projects. Mr King is also a director of Lindian Resources Limited.

(b)

Mr Gregory D’Arcy

Mr D’Arcy holds a Bachelor of Commerce from Murdoch University and a Post Graduate Diploma of Applied Geology from Curtin University. Since 2008 Mr D’Arcy has been the Managing Director of Report Card Pty Ltd which owns and operates the Australian stock market forum known as HotCopper (hotcopper.com.au). As the sole director of this company he has been responsible for expanding the business, budgeting, making critical decisions, setting timelines and managing staff. Prior to this role he worked in commercial real estate in both Perth and Melbourne.

(c)

Mr Steve Formica

Mr Formica is a successful businessman with over 30 years' experience. He has been involved in multiple successful business ventures either as a founding shareholder, operational Managing Director or as a Non-Executive Director. Mr Formica is currently a director of both FPG Projects and Viridian Property Group, both successful property developers and is a Non-Executive Director of ASX listed company Lindian Resources Limited.

2.14 Taxation

The Recapitalisation Proposal may give rise to income tax implications for the Company or individual Shareholders.

Shareholders are advised to seek their own taxation advice on the effect of the Resolutions on their personal position and neither the Company, the Directors, the Administrators, the Creditors’ Trustees nor any advisor to the Company accepts any responsibility for any individual Shareholder's taxation consequences on any aspect of the Recapitalisation Proposal.

3. Issue of Shares and Options to Related Parties

3.1 Related Party participation in the Recapitalisation Proposal

As noted in section 2.4, Resolution 2 seeks approval for the issue up to 145,000,000 Shares and 80,000,000 Options to various professional and sophisticated investors as part of the Recapitalisation Proposal. The Directors and CPS intend to participate in (and seek Shareholder approval for) the issue of the following Shares and Options as to them as part of the Recapitalisation Proposal:

(a) Issue of Shares and Options to CPS: The issue of:

(1) up to 800,000 Shares at $0.00001 each to raise up to $8;
(2) up to 10,000,000 Shares at $0.02 each to raise up to $200,000;
(3) up to 1,400,000 Unlisted Options at $0.00001 each to raise up to $14; and
(4) up to 1,600,000 Listed options at $0.00001 each to raise up to $16,

to CPS (see Resolution 3 and Section 6).

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(b) Issue of Shares and Options to Directors : The issue of:
(1) up to 2,700,000 Shares at $0.00001 each to raise up to $27;
(2) up to 1,300,000 Shares at $0.02 each to raise up to $26,000;
(3) up to 6,500,000 Unlisted Options at $0.00001 each to raise up to $65; and
(4) up to 13,500,000 Listed options at $0.00001 each to raise up to $135,

to Eddie King and Gregory D’Arcy (see Resolutions 4 and 5 and Section 7).

The Securities that are the subject of Resolutions 3, 4 and 5 will form part of the total number of Securities to be issued under Resolution 2. These are shown separately in Section 3.2 to illustrate the maximum number of Securities that may be issued to related parties of the Company. However, Resolutions 3, 4 and 5 do not specifically form part of the Recapitalisation Proposal (or the DOCA) and the Recapitalisation Proposal is not dependent upon Shareholder approval for Resolutions 3, 4 and 5 being obtained.

3.2 Impact of Related Party participation in the Recapitalisation Proposal

If CPS and the Directors subscribe for the full quota of Shares and Options proposed for approval under Resolutions 3, 4 and 5, the amount of Shares and Options available to other sophisticated professional investors will be as follows

Description	Res.	Shares	Options	% Interest
Issue of Shares and Options to new Investors under Recapitalisation Proposal	2 - 5	145,000,000	80,000,000	98.0%
Comprised of:
Issue of Shares and Options to CPS	3	10,800,000	3,000,000	7.3%1
Issue of Shares and Options to Directors	4, 5	4,000,000	20,000,000	2.7%2
Issue of Shares and Options to other professional and sophisticated investors	2	130,200,000	57,000,000	88.0%3
Totals		145,000,000	80,000,000	98.0%

Notes:

6.1% of total capital on a fully diluted basis.[*]
10.5% of total capital on a fully diluted basis.[*]
82.1% of total capital on a fully diluted basis.[*]
Future Performance Rights have been excluded from dilution calculations on the basis that their exercise price of $0.30 is above market value, so are non-dilutive.

4. Resolution 1 - Approval of Consolidation of Shares

Resolution 1 seeks Shareholder approval to consolidate the Shares of the Company on a 1 for 100 basis.

Section 254H of the Corporations Act provides that a company may, by resolution passed in general meeting, convert all or any of its shares into a larger or smaller number of shares. The

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Listing Rules also require that the number of options on issue be consolidated in the same ratio as the ordinary capital of the company and the exercise price be amended in inverse proportion to that ratio. If Resolution 1 is passed, the number of Shares on issue will be reduced from 293,797,815 to approximately 2,937,978.

Not all Security Holders will hold a number of Shares or Options that can be evenly divided by 100. If a fractional entitlement occurs, the Directors will round that fraction down to the nearest whole number.

The consolidation will take effect from the Record Date, which will be 4 Business Days after the date of the Meeting. As from the effective date of the consolidation, all holding statements for existing securities of the Company will cease to have any effect, except as evidence of the entitlement to a certain number of post consolidation securities.

After the consolidation becomes effective, the Company will arrange for new holding statements to be issued to Security Holders. It is the responsibility of each Security Holder to check the number of Shares and Options held prior to a disposal.

Security Holders are advised to seek their own tax advice on the effect of the consolidation and neither the Directors nor the Company (nor their advisors) will accept responsibility for the individual taxation consequences arising from the consolidation.

The consolidation will not affect the Company’s balance sheet and tax position which will remain unaltered. However, the Company’s issued capital following the consolidation will be as set out in Sections 2.8 and 3.2 above.

If Resolution 1 is passed, the consolidation will take effect in accordance with the following timetable (as set out in the Listing Rules), noting that the securities of the Company are currently suspended from trading:

Event	Anticipated Date2
Company announces consolidation of securities and dispatches Notice of Meeting	28 August 2015
Company notifies ASX that Shareholders have approved the consolidation	1 October 2015
Last day for trading in pre-organised securities	2 October 2015
Trading would normally commence in the reorganised securities on a deferred settlement basis1	6 October 2015
Last day for Company to register transfers on a pre-consolidation basis (Record Date)1	8 October 2015
Securities registered on a post-consolidation basis	9 October 2015
Dispatch of new holding statements for consolidated securities.	15 October 2015

Notes:

1 Trading in the consolidated securities on a deferred settlement basis will not occur as the Company will still be suspended from quotation.
2 These dates are indicative only and are subject to change.

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5. Resolution 2 - Issue of Shares and Options to sophisticated professional investors

5.1 Introduction

Resolution 2 seeks Shareholder approval to issue (on a post consolidation basis):

(a) up to 20,000,000 Shares at $0.00001 each;
(b) up to 125,000,000 Shares at $0.02 each;
(c) up to 30,000,000 Unlisted Options at $0.00001 each; and
(d) up to 50,000,000 Listed Options at $0.00001 each,

to sophisticated and professional investors to raise up to $2,501,000.

The funds raised from the issue of the Securities pursuant to Resolution 2 will be used by the Company to meet the costs of the Recapitalisation Proposal and to meet the costs of the Company's ongoing operations as set out in section 2.7 of the Explanatory Statement.

The sophisticated and professional investors to whom Securities will be issued under Resolution 2 are clients of CPS. For the avoidance of doubt, no Securities will be issued to CPS or to any other related party of the Company pursuant to this Resolution. The issue of these Securities is dealt with under Resolutions 3 to 5 (inclusive).

Subject to the terms of the DOCA, the issue of up to 125,000,000 Shares at $0.02 per share will be underwritten by CPS to an amount of $1,000,000.

5.2 Listing Rule 7.1

Listing Rule 7.1 limits the number of equity securities (including shares) which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, e.g. a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months.

As the number of securities to be issued under this Resolution 2 exceeds the 15% threshold referred to above, Shareholder approval is sought for the issue of these securities.

5.3 Specific information required by Listing Rule 7.3

Listing Rule 7.3 sets out a number of matters which must be included in a notice of meeting seeking an approval under Listing Rule 7.1. For the purposes of Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) The maximum number of Securities that will be issued pursuant to Resolution 2 is:
(1) 145,000,000 Shares;
(2) 30,000,000 Unlisted Options; and
(3) 50,000,000 Listed Options.
(b) The Securities will be allotted and issued no later than 3 months after the date of the Meeting (or such later date as is approved by ASX).

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(c) The Securities will be issued at the following prices:
- (1) 20,000,000 Shares at $0.00001 each;
- (2) 125,000,000 Shares at $0.02 each;
- (3) all the Unlisted Options at $0.00001 each; and
- (4) all the Listed Options at $0.00001 each.
(d) The Securities will be issued to sophisticated and professional investors who are clients of CPS who, for the avoidance of doubt, are not related parties of the Company.
(e) The Shares to be issued will be fully paid ordinary shares in the capital of the Company and will rank pari passu with the Company’s current Shares on a post-consolidation basis.
(f) The terms of the Unlisted Options to be issued are set out in Appendix A.
(g) The terms of the Listed Options to be issued are set out in Appendix B.
(h) The funds raised from the issue will be used by the Company to meet the costs of the Recapitalisation Proposal and to meet the costs of the Company's ongoing operations as set out in section 2.7 of the Explanatory Statement.
(i) The Directors presently intend to issue the Securities as one allotment on completion of the Recapitalisation Proposal.
(j) A voting exclusion statement is included in the Notice of Meeting.
5.4

Relevant Interest

As a result of the issue of the Securities the subject of Resolution 2, no individual will hold a relevant interest of more than 20% in the issued capital of the Company.

6. Resolution 3 - Issue of Shares and Options to CPS

6.1 General

Resolution 3 seeks Shareholder approval for CPS to participate in the share and option issue being made pursuant to Resolution 2 and for the Company to issue to CPS (on a post consolidation basis):

(a) up to 800,000 Shares at $0.00001 each;
(b) up to 10,000,000 Shares at $0.02 each;
(c) up to 1,400,000 Unlisted Options at $0.00001 each; and (d) up to 1,600,000 Listed Options at $0.00001 each,

to raise up to $200,038.

The funds raised from the issue of the Securities pursuant to Resolution 3 will be used by the Company to meet the costs of the Recapitalisation Proposal and to meet the costs of the Company's ongoing operations as set out in section 2.7 of the Explanatory Statement.

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The Securities proposed to be issued to CPS, subject to Shareholder approval, form part of the total number of Securities to be issued to sophisticated professional investors under Resolution 2. If Shareholder approval for Resolution 3 is not obtained, the Securities which are proposed to be issued to CPS will be issued to other sophisticated professional investors under Resolution 2.

6.2 Listing Rule 10.11

Resolution 3 is required to be approved in accordance with Listing Rule 10.11 which requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company.

CPS is the proponent of the Recapitalisation Proposal and has appointed its nominees to the Board of the Company. It is therefore a related party of the Company for the purposes of the Meeting. For this reason, approval for the issue of the Securities under Resolution 3 is sought pursuant to Listing Rule 10.11.

6.3 Specific information required by Listing Rule 10.13

Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under Listing Rule 10.11. For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 3:

(a) The Securities under Resolution 3 will be issued to CPS. As noted above, CPS is the proponent of the Recapitalisation Proposal and has appointed three nominees to the Board of the Company.
(b) The maximum number of Securities that will be issued to CPS is:
(1) 10,800,000 Shares;
(2) 1,400,000 Unlisted Options; and
(3) 1,600,000 Listed Options.
(c) The issue of the Securities will occur no later than 1 month after the date of the Meeting.
(d) The Securities will be issued at the following prices:
(1) 800,000 Shares at $0.00001 each;
(2) 10,000,000 Shares at $0.02 each;
(3) all the Unlisted Options at $0.00001 each; and
(4) all the Listed Options at $0.00001 each.
(e) The Shares to be issued will be fully paid ordinary shares in the capital of the Company and will rank pari passu with the Company’s current Shares on a post-consolidation basis.
(f) The terms of the Unlisted Options to be issued are set out in Appendix A.
(g) The terms of the Listed Options to be issued are set out in Appendix B.
(h) The funds raised from the issue will be used by the Company to meet the costs of the Recapitalisation Proposal and to meet the costs of the Company's ongoing operations as set out in section 2.7 of the Explanatory Statement.

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(i) A voting exclusion statement is included in the Notice of Meeting.

Approval pursuant to Listing Rule 7.1 is not required in order to issue the Securities pursuant to Resolution 3, as approval is being obtained under Listing Rule 10.11.

6.4 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing securities.

As noted above, CPS is the proponent of the Recapitalisation Proposal and has appointed its nominees to the Board of the Company. Accordingly, for the purposes of Chapter 2E of the Corporations Act, both CPS and its directors are related parties of the Company.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in sections 217 to 227; and
(b) give the benefit within 15 months after the approval.

Section 210 of the Corporations Act provides that member approval is not required if the terms of the financial benefit would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length.

Notwithstanding that CPS will paying the same price for the Securities under Resolution 3 as sophisticated and professional investors under Resolution 2, in order to avoid doubt the Company is seeking Shareholder approval for the purposes of Chapter 2E of the Corporations Act in respect of the Securities proposed to be issued to CPS pursuant to Resolution 3.

6.5 Specific information required by section 219 the Corporations Act

Section 219 of the Corporations Act sets out a number of matters which must be included in a notice of meeting seeking an approval under section 208. For the purposes of section 219, the following information is provided in relation to Resolution 3:

(a) The related Party is CPS who is the proponent of the Recapitalisation Proposal and has appointed three nominees to the Board of the Company.
(b) The nature of the financial benefit to be given to CPS is the issue of the Securities set out in Section 6.3 above.
(c) The total value of the Securities to be issued to CPS is $200,038.
(d) CPS does not have any present interest in the issued capital of the Company.
(e) The effect that the issue of the Securities to CPS will have on current Shareholders is set out in Section 3.2. The issue of Securities will result in CPS acquiring up to a 7.3% interest in the Company (or a 6.0% interest on a fully diluted basis).
(f) The opportunity costs and benefits foregone by the Company issuing the Securities to CPS is the potentially dilutionary impact on the issued share capital of the Company. To the extent that the dilutionary impact caused by the issue of Securities will be detrimental to the Company, this is considered to be more than offset by the

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advantages accruing from completing the Recapitalisation Proposal including having the Company’s securities reinstated to trading on ASX.

(g) The Directors do not consider there to be will be any adverse taxation consequences for the Company as a result of the issue of the Securities. No stamp duty will be payable in respect of the issue of the Securities or any Shares issued on conversion of the Listed or Unlisted Options. Similarly, no GST will be payable by the Company in respect of the issue of the Securities or any Shares issued on conversion of the Listed or Unlisted Options (or if it is then it will be recoverable as an input credit).
(h) As nominees of CPS, Messrs Eddie King, Gregory D’Arcy and Steven Formica have an interest in outcome of Resolution 3 and therefore believe it is inappropriate for them to make a recommendation.
(i) Other than the information provided above and otherwise contained in this Explanatory Statement, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by Resolution 3.
6.6

Relevant Interest

As a result of the issue of the Securities the subject of Resolution 3 CPS will not hold a relevant interest of more than 20% in the issued capital of the Company.

7. Resolutions 4 and 5 - Issue of Shares and Options to Directors

7.1 General

Resolutions 4 and 5 seek Shareholder approval for Eddie King and Gregory D’Arcy, two of the Directors of the Company, to participate in the share and option issue being made pursuant to Resolution 2 and for the Company to issue to Messrs King and D’Arcy (on a post consolidation basis):

(a) up to 2,700,000 Shares at $0.00001 each;
(b) up to 1,300,000 Shares at $0.02 each;
(c) up to 6,500,000 Unlisted Options at $0.00001 each; and
(d) up to 13,500,000 Listed Options at $0.00001 each,

to raise up to $26,227.

The funds raised from the issue of the Securities pursuant to Resolutions 4 and 5 will be used by the Company to meet the costs of the Recapitalisation Proposal and to meet the costs of the Company's ongoing operations as set out in section 2.7 of the Explanatory Statement.

The Securities proposed to be issued to Eddie King and Gregory D’Arcy, subject to Shareholder approval, form part of the total number of Securities to be issued to sophisticated professional investors under Resolution 2. If Shareholder approval for Resolutions 4 and 5 is not obtained, the Securities which are proposed to be issued to Eddie King and Gregory D’Arcy will be issued to other sophisticated professional investors under Resolution 2.

Listing Rule 10.11

Resolutions 4 and 5 are required to be approved in accordance with Listing Rule 10.11 which requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company.

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The Directors are related parties of the Company for the purposes of the Meeting. For this reason, approval for the issue of the Securities under Resolution 4 and 5 is sought pursuant to Listing Rule 10.11.

7.3 Specific information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolutions 4 and 5:

(a) The Securities under Resolutions 4 and 5 will be issued to Eddie King and Gregory D’Arcy.
(b) The maximum number of Securities to be issued to Messrs King and D’Arcy is as follows:

	Shares at $0.00001 each	Shares at $0.02 each	Unlisted Options at $0.00001 each	Listed Options at $0.00001 each
Eddie King	2,500,000	1,000,000	5,000,000	10,000,000
Gregory D’Arcy	200,000	300,000	1,500,000	3,500,000
Totals	2,700,000	1,300,000	6,500,000	13,500,000

(c) The issue of the Securities will occur no later than 1 month after the date of the Meeting.
(d) Messrs King and D’Arcy are Directors of the Company.
(e) The Securities will be issued at prices set out in Section 7.3(b) above.
(f) The Shares to be issued will be fully paid ordinary shares in the capital of the Company and will rank pari passu with the Company’s current Shares on a post-consolidation basis.
(g) The terms of the Unlisted Options to be issued are set out in Appendix A.
(h) The terms of the Listed Options to be issued are set out in Appendix B.
(i) The funds raised from the issue will be used by the Company to meet the costs of the Recapitalisation Proposal and to meet the costs of the Company's ongoing operations as set out in section 2.7 of the Explanatory Statement.

(j) A voting exclusion statement is included in the Notice of Meeting.

Approval pursuant to Listing Rule 7.1 is not required in order to issue the Securities pursuant to Resolutions 4 and 5 (inclusive), as approval is being obtained under Listing Rule 10.11.

7.4 Chapter 2E of the Corporations Act

As noted above, section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in sections 217 to 227; and

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(b) give the benefit within 15 months after the approval.

Notwithstanding that Messrs King and D’Arcy are paying the same price for the Securities under Resolutions 4 and 5 as sophisticated and professional investors under Resolution 2, in order to avoid any doubt the Company is seeking Shareholder approval for the purposes of Chapter 2E of the Corporations Act in respect of the Securities proposed to be issued pursuant to Resolutions 4 and 5.

7.5 Specific information required by section 219 the Corporations Act

For the purposes of section 219, the following information is provided in relation to Resolutions 4 and 5 (inclusive):

(a) The related parties are Eddie King and Gregory D’Arcy, both of whom are Directors of the Company.
(b) The nature of the financial benefit to be given to Messrs King and D’Arcy is the issue of the Securities set out in Section 7.3(b) above.
(c) The total value of the Securities to be issued to Messrs King and D’Arcy is as follow:
(1) Eddie King - $20,175; and
(2) Gregory D’Arcy - $6,052.
(d) Messrs King and D’Arcy do not have any interest in the issued capital of the Company.
(e) The effect that the issue of the Securities to Messrs King and D’Arcy will have on current Shareholders is set out in Section 3.2. The issue of Securities will result in Messrs King and D’Arcy acquiring up to a 2.7% interest in the Company (or a 10.5% interest on a fully diluted basis).
(f) The opportunity costs and benefits foregone by the Company issuing the Securities to Messrs King and D’Arcy is the potentially dilutionary impact on the issued share capital of the Company. To the extent that the dilutionary impact caused by the issue of Securities will be detrimental to the Company, this is considered to be more than offset by the advantages accruing from completing the Recapitalisation Proposal including having the Company’s securities reinstated to trading on ASX.
(g) Messrs King and D’Arcy do not consider there to be will be any adverse taxation consequences for the Company as a result of the issue of the Securities. No stamp duty will be payable in respect of the issue of the Securities or any Shares issued on conversion of the Listed or Unlisted Options. Similarly, no GST will be payable by the Company in respect of the issue of the Securities or any Shares issued on conversion of the Listed or Unlisted Options (or if it is then it will be recoverable as an input credit).
(h) As a Director, Eddie King has an interest in Resolution 4 and therefore believes it is inappropriate for him to make a recommendation. The remaining Directors do not have an interest in the outcome of Resolution 4 and recommend that eligible Shareholders vote in favour of the Resolution in order to facilitate the Recapitalisation Proposal and to align the interests of the Directors with those of Shareholders.
(i) As a Director, Gregory D’Arcy has an interest in Resolution 5 and therefore believes it is inappropriate for him to make a recommendation. The remaining Directors do not have an interest in the outcome of Resolution 5 and recommend that eligible

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Shareholders vote in favour of the Resolution in order to facilitate the Recapitalisation Proposal and to align the interests of the Directors with those of Shareholders.

(j) Other than the information provided above and otherwise contained in this Explanatory Statement, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by Resolutions 4 and 5.

7.6 Relevant Interest

As a result of the issue of the Securities the subject of Resolutions 4 and 5, neither Mr King nor Mr D’Arcy will hold a relevant interest of more than 20% in the issued capital of the Company.

8. Resolution 6 – Section 195 Approval

Resolution 6 seeks that Shareholders approve and authorise the Directors of the Company to complete the transactions contemplated in this Notice for the purposes of section 195(4) of the Corporations Act and for all other purposes. Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

Approval of Resolution 3, 4 and 5 may result in Messrs King and D’Arcy having a "material personal interest" in the Recapitalisation Proposal, completion of the Deed of Company Arrangement and other matters referred to in the Notice of Meeting. In the absence of Resolution 6, the Directors may not be able to form a quorum at any meetings necessary to carry out the transactions contemplated by the Notice which may mean that the Deed of Company Arrangement cannot be completed. For the avoidance of doubt, the Directors have exercised their right under section 195(4) of the Corporations Act to put this issue to Shareholders for their approval.

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9. Interpretation

The following terms used in the Notice of Meeting and the Explanatory Memorandum are defined as follows:

Administrators mean Joseph Hayes and Barry Kogan of McGrathNicol, in their capacity as Voluntary Administrators of the Company.

Admitted Creditor means a creditor of the Company whose proof of debt has been admitted for the purposes of the DOCA.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

AUD means Australian dollars.

Board means the board of Directors of the Company.

BRL means Brazilian real.

Company and Cabral means Cabral Resources Limited (Subject to Deed of Company Arrangement) ACN 064 874 620.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CPS means CPS Capital Group Pty Ltd ACN 088 055 636.

Creditors' Trust Deed means the trust deed entered into by the Company on 13 April 2015, following the approval of the Recapitalisation Proposal by the Company's Admitted Creditors.

Creditors' Trustees means Joseph Hayes and Barry Kogan of McGrathNicol, in their capacity as trustees of the Creditors Trust.

Deed Administrators means Joseph Hayes and Barry Kogan of McGrathNicol, in their capacity as Deed Administrators of the DOCA .

Deed of Company Arrangement and DOCA means the deed of company arrangement entered into by the Company on 13 April 2015, following the approval of the Recapitalisation Proposal by the Company's creditors.

Director means a current director of the Company.

DOCA Amount means the amount payable by CPS to the Deed Administrators under the Deed of Company Arrangement.

Existing Shareholder means the holder of a Share as at the date of the Meeting.

Explanatory Statement means this explanatory statement.

Listed Option means an option to acquire a Share in the Company which is exercisable at $0.04 on or before the date which is 4 years after the date of issue and otherwise on the terms and conditions set out in Annexure B.

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Liquidators means Joseph Hayes and Barry Kogan of McGrathNicol, in their capacity as liquidators of Cabral Brazil Pty Limited (In Liquidation).

Meeting Materials mean the Notice of Meeting, the Explanatory Statement and the Proxy Form.

Notice or Notice of Meeting means the notice of meeting accompanying the Explanatory Statement.

Option means an option to acquire a Share and includes an Unlisted Option and a Listed Option.

Prospectus means the prospectus referred to in Section 2.11 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice of Meeting and Explanatory Statement.

Recapitalisation Proposal means the recapitalisation proposal for the Company which was proposed by CPS and approved by the creditors of the Company on 19 March 2015, the terms of which are summarised at section 2.4 of the Explanatory Statement.

Record Date means 5.00pm (WST) on 8 October 2015 (or such other date notified by the Company to ASX).

Related Party means a Director or CPS or party or entity related to the Directors or CPS.

Resolutions means the resolutions contained in the Notice of Meeting which Shareholders will be asked to vote upon.

Security means a Share or an Option.

Security Holder means a holder of a Share or an Option.

Share means a fully paid ordinary share in the Company from time to time.

Shareholder means a holder of a Share in the Company.

Sophisticated and professional investor means an investor who satisfies the requirements of sections 708(8), 708(10) or 708(11) of the Corporations Act and chosen at the Directors' sole discretion.

Tenements mean an interest in the Company’s Brazilian iron ore tenements, specifically those in the Sincora Area.

Unlisted Options means an option to acquire a Share in the Company which is exercisable at $0.02 on or before the date which is 4 years after the date of issue and otherwise on the terms and conditions set out in Annexure A.

WST means Western Standard Time.

Notice of Extraordinary General Meeting

Page 28 of 32

Appendix A – Terms and Conditions of Unlisted Options

Each Unlisted Option will entitle the holder to subscribe for one Share in the Company on the terms and conditions set out below:

The exercise price payable upon exercise of each Unlisted Option is $0.02 per Share.
An Unlisted Option will be exercisable for a period of 4 years from its date of issue.
Each Unlisted Option will entitle the holder to subscribe for one (1) Share which will be issued by the Company within 5 business days of receiving written notice of exercise, together with the exercise price for the Unlisted Option.
The Unlisted Options will be exercisable by delivering to the registered office of the Company a notice in writing stating the intention of the option holder to exercise a specified number of Unlisted Options, accompanied by an option certificate or holding statement, if applicable, and a cheque made payable to the Company for the subscription monies due, subject to the funds being duly cleared funds. The exercise of only a portion of the Unlisted Options held does not affect the holder's right to exercise the balance of any Unlisted Options remaining.
All Shares issued upon exercise of the Unlisted Options will rank pari passu in all respects with the Company's then issued Shares.
If Shares are quoted on ASX, the Company will apply to ASX for official quotation of all Shares issued upon exercise of Unlisted Options.
The Unlisted Options will be unlisted however the Company reserves the right to apply for quotation at a later date.
There are no participating rights or entitlements inherent in the Unlisted Options and holders will not be entitled to participate in new issues, or issues of rights to subscribe for additional Shares, or any other securities to be issued by the Company, during the currency of the Options. However, the Company will ensure that, for the purpose of determining entitlements to any issue, Unlisted Option holders will be notified of the proposed issue at least five (5) business days before the record date of any proposed issue. This will give Unlisted Option holders the opportunity to exercise the Unlisted Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue to holders of Shares, on the exercise of any Unlisted Options, the number of Shares over which an Unlisted Option may be exercised will not be increased to the number of bonus shares that would have been issued if the Unlisted Options had been exercised prior to the date for the bonus issue.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the Unlisted Options and/or their exercise price will be reconstructed in the manner required by the Listing Rules.
A certificate will be issued for Unlisted Options. If there is more than one (1) Unlisted Option on a certificate and prior to the expiry date those options are exercised in part, the Company will issue another certificate for the balance of the Unlisted Options held and not yet exercised.
Subject to the Corporations Act, the Constitution and the Listing Rules, the Unlisted Options will be fully transferable .

Notice of Extraordinary General Meeting

Page 29 of 32

Appendix B – Terms and Conditions of Listed Options

Each Listed Option will entitle the holder to subscribe for one Share in the Company on the terms and conditions set out below:

The exercise price payable upon exercise of each Listed Option is $0.04 per Share.
A Listed Option will be exercisable for a period of 4 years from its date of issue.
Each Listed Option will entitle the holder to subscribe for one (1) Share which will be issued by the Company within 5 business days of receiving written notice of exercise, together with the exercise price for the Listed Option.
The Listed Options will be exercisable by delivering to the registered office of the Company a notice in writing stating the intention of the option holder to exercise a specified number of Listed Options, accompanied by an option certificate or holding statement, if applicable, and a cheque made payable to the Company for the subscription monies due, subject to the funds being duly cleared funds. The exercise of only a portion of the Listed Options held does not affect the holder's right to exercise the balance of any Listed Options remaining.
All Shares issued upon exercise of the Listed Options will rank pari passu in all respects with the Company's then issued Shares.
If Shares are quoted on ASX, the Company will apply to ASX for official quotation of all Shares issued upon exercise of Listed Options.
The Company will apply to ASX for official quotation of all Listed Options on issue.
There are no participating rights or entitlements inherent in the Listed Options and holders will not be entitled to participate in new issues, or issues of rights to subscribe for additional Shares, or any other securities to be issued by the Company, during the currency of the Options. However, the Company will ensure that, for the purpose of determining entitlements to any issue, Listed Option holders will be notified of the proposed issue at least five (5) business days before the record date of any proposed issue. This will give Listed Option holders the opportunity to exercise the Listed Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue to holders of Shares, on the exercise of any Listed Options, the number of Shares over which a Listed Option may be exercised will not be increased to the number of bonus shares that would have been issued if the Listed Options had been exercised prior to the date for the bonus issue.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the Listed Options and/or their exercise price will be reconstructed in the manner required by the Listing Rules.
A certificate will be issued for Listed Options. If there is more than one (1) Listed Option on a certificate and prior to the expiry date those options are exercised in part, the Company will issue another certificate for the balance of the Listed Options held and not yet exercised.
Subject to the Corporations Act, the Constitution and the Listing Rules, the Listed Options will be fully transferable .

Notice of Extraordinary General Meeting

Page 30 of 32

Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a Shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the Shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a Shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth ).

The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below, or the Company’s Share Registry, Cabral Resources Limited (Subject to Deed of Company Arrangement ), c/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Cabral Resources Limited (Subject to Deed of Company Arrangement) Address: GPO Box 2517 PERTH WA 6001 Telephone No: 08 9481 0389 Facsimile No: 08 9463 6103

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 5.00pm (WST) on Tuesday, 29 September 2015 Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the security holders should sign. Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the 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 can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

Please indicate the office held by signing in the appropriate place.

Notice of Extraordinary General Meeting Final 27 AUG V3

Page 31 of 32

Proxy Form

I / We

of:

being Shareholder(s) of Cabral Resources Limited (Subject to Deed of Company Arrangement) (“Company”)

hereby appoint:

of:

of failing him/her:

of:

or failing him/her the Chairman as my/our proxy to vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Mining Corporate, Level 11, London House, 216 St George’s Terrace, Perth Western Australia, on Thursday, 1 October 2015 at 12.00 noon (WST) and at any adjournment thereof in respect of all of my/our shares in the Company unless otherwise specified below.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below.

If the Chairman is appointed as your proxy, or may be appointed by default, and if you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box:

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he/she has an interest in the outcome of the resolution and votes cast by him/her other than as proxy holder will be disregarded because of that interest. The Chairman advises that it is his/her intention to vote in favour of all resolutions in respect of any undirected proxies which may be granted in favour of the Chairman.

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)

If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is [ ] shares (Note: proxy will be over all shares if left blank)

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/she has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

I/we direct my/our proxy to vote as indicated below:

Resolution For 1. Approval of Consolidation of Shares 2. Issue of Shares and Options to sophisticated and professional investors 3. Issue of Share and Options to CPS 4. Issue of Shares and Options to Mr Eddie King 5. Issue of Shares and Options to Mr Gregory D’Arcy 6. Section 195 Approval Individual or Security holder 1 Security holder 2 Sole Director and sole Company Director Secretary (If appointed)	Against Abstain Security holder 3

	Director/Company Secretary

Resolution
For
1. Approval of Consolidation of Shares
2. Issue of Shares and Options to sophisticated and professional
investors
3. Issue of Share and Options to CPS
4. Issue of Shares and Options to Mr Eddie King
5. Issue of Shares and Options to Mr Gregory D’Arcy
6. Section 195 Approval
Individual or Security holder 1
Security holder 2
Sole Director and sole Company
Director
Secretary (If appointed)

Against
Abstain
Security holder 3

Director/Company Secretary

_____ _______ Contact Name Contact daytime telephone

______

Date

Notice of Extraordinary General Meeting Final 27 AUG V3

Page 32 of 32

AI assistant

BOWEN COKING COAL LIMITED — Proxy Solicitation & Information Statement 2015

64503_rns_2015-08-27_f2bab9e3-b7dd-4dea-8991-7ec329f48424.pdf

ASX Announcement

Cabral Resources Limited (Subject to Deed of Company Arrangement) ACN 064 874 620

Notice of General Meeting and Explanatory Statement

General Information

Notice of General Meeting

Agenda

Special Business

1. Resolution 1 - Approval of Consolidation of Shares

2. Resolution 2 - Issue of Shares and Options to sophisticated and professional investors

Voting exclusion statement

3. Resolution 3 - Issue of Shares and Options to CPS

Voting exclusion statement

4. Resolution 4 - Issue of Shares and Options to Mr Eddie King

Voting exclusion statement

5. Resolution 5 - Issue of Shares and Options to Mr Gregory D’Arcy

Voting exclusion statement

6. Resolution 6 - Section 195 Approval

Explanatory Statement

Proxies

Voting Entitlements

Explanatory Statement

1. Introduction

2. The Recapitalisation Proposal

2.1 What is a recapitalisation?

2.2 Background to the Recapitalisation Proposal

Execution of DOCA and Creditors Trust

Retention of Company assets

2.3

Information regarding CPS

2.4

Principal features of the Recapitalisation Proposal

2.5 Purpose of the Recapitalisation Proposal

2.6 Indicative Timetable

2.7 Operational and expenditure plans of the Company

Business plan and strategy

Expenditure plan and use of funds

2.8 Pro forma Capital Structure

Notes:

2.9 Pro forma Statement of Financial Position

2.10 Quotation of Shares and Listed Options on ASX

2.11 Prospectus

2.12

Release of Creditors’ claims

2.13 Appointment of new Directors

(a) Mr Eddie King

(b)

Mr Gregory D’Arcy

(c)

Mr Steve Formica

2.14 Taxation

3. Issue of Shares and Options to Related Parties

3.1 Related Party participation in the Recapitalisation Proposal

(a) Issue of Shares and Options to CPS: The issue of:

3.2 Impact of Related Party participation in the Recapitalisation Proposal

Notes:

4. Resolution 1 - Approval of Consolidation of Shares

Notes:

5. Resolution 2 - Issue of Shares and Options to sophisticated professional investors

5.1 Introduction

5.2

Listing Rule 7.1

5.3

Specific information required by Listing Rule 7.3

Relevant Interest

6. Resolution 3 - Issue of Shares and Options to CPS

6.1 General

6.2 Listing Rule 10.11

6.3 Specific information required by Listing Rule 10.13

6.4

Chapter 2E of the Corporations Act

6.5

Specific information required by section 219 the Corporations Act

Relevant Interest

7. Resolutions 4 and 5 - Issue of Shares and Options to Directors

Listing Rule 10.11

7.3 Specific information required by Listing Rule 10.13

7.4 Chapter 2E of the Corporations Act

BOWEN COKING COAL LIMITED Proxy Solicitation & Information Statement 2015