BOWEN COKING COAL LIMITED — Proxy Solicitation & Information Statement 2016

Jan 31, 2016

Cabral Resources Limited ACN 064 874 620 Notice of General Meeting and Explanatory Statement

Date of Meeting: Thursday, 3 March 2016 Time of Meeting: 10.00am (WST) Place of Meeting: Mining Corporate Level 11, London House 216 St Georges Terrace Perth, Western Australia

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.

Notice of General Meeting

Notice is given that an Extraordinary General Meeting of Shareholders of Cabral Resources Limited 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, 3 March 2016 at 10.00am (WST).

Terms used in this Notice of Meeting are defined in Section 4 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.

Agenda

1. Resolution 1 - Issue of Shares and Options to various investors

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue:

• (a) up to 17,200,000 Shares at $0.00001 each;

• (b) up to 99,500,000 Shares at $0.02 each;

• (c) up to 32,400,000 Listed Options at $0.00001 each; and

• (d) up to 17,600,000 Unlisted Options at $0.00001 each,

to various 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

Dated: 27 January 2016

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Eddie King Director

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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 Resolution in the accompanying Notice of Meeting.

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

Capitalised Terms used in this Explanatory Statement are defined in Section 4.

2. Background

2.1 General Meeting held 1 October 2015

On 1 October 2015, the Company held an extraordinary general meeting to obtain various approvals in relation to the Recapitalisation Proposal previously proposed in respect of the Company. The approvals obtained at the meeting included an approval to issue up to 145,000,000 Shares, 50,000,000 Listed Options and 30,000,000 Unlisted Options to raise up to $2,501,000 for the purposes of the Recapitalisation Proposal.

The Company has issued 28,300,000 Shares, 17,600,000 Listed Options and 12,400,000 Unlisted Options to various sophisticated and professional investors to raise $510,328 pursuant to the above approval. However, the Company has been unable to issue the balance of the Securities within the 3 months required by the ASX Listing Rules due to difficulties in completing the Company’s half yearly report for the period ending 31 December 2014 and annual report for the period ended 30 June 2015, both of which need to be completed before the Company can complete the Recapitalisation Proposal and seek to have its securities readmitted to quotation on ASX. These two documents have since been completed and lodged with both ASX and ASIC.

The purpose of this General Meeting is to obtain a new approval from Shareholders to issue the balance of the above Securities, so the Company can complete the Recapitalisation Proposal.

2.2 Purpose of the Recapitalisation Proposal

As set out in the Company’s notice of meeting dated 28 August 2015, 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;

• (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.

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2.3 Principal features of the Recapitalisation Proposal

The principal features of the Recapitalisation Proposal are:

• (a) Consolidation of Capital: Consolidation of the existing issued capital of the Company on a 1 for 100 basis (which has occurred).

• (b) Issue of Shares and Options to various investors: The issue of:

• (1) up to 20,000,000 Shares at $0.00001 each;

• (2) up to 125,000,000 Shares at $0.02 each;

• (3) up to 50,000,000 Listed Options at $0.00001 each; and

• (4) up to 30,000,000 Unlisted Options at $0.00001,

to raise up to $2,501,000 to provide working capital to complete the Recapitalisation Proposal and allow the Company to continue its existing activities (which has occurred in part, as detailed in section 2.1 above).

• (c) Appointment of Directors : The appointment of Eddie King, Gregory D’Arcy and Steven Formica as Directors of the Company (which has occurred).

2.4 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
Print and dispatch Meeting Materials	1 February 2016
Lodge Prospectus with ASIC Offer under Prospectus opens	1 February 2016
General Meeting of Shareholders	3 March 2016
Offer under Prospectus closes	3 March 2016
Allotment and issue of new Shares and Options	4 March 2016
Dispatch of holding statements	8 March 2016
Re-commencement of trading on ASX	15 March 2016

2.5 Expenditure plan and use of funds

The total capital raising of $2,501,000 associated with the Recapitalisation Proposal is being undertaken to:

• (1) meet the administrative costs of the Company and the expenses of implementing the Recapitalisation Proposal;

• (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.

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As noted in Section 2.1, an amount of $510,328 has already been raised by the Company. A further amount of $1,990,672 is proposed to be raised through the issue of the Securities the subject of Resolution 1.

It is proposed that the total funds raised for the purposes of the Recapitalisation Proposal will be applied as follows:

Use of funds	$
Total funds raised	2,501,000
less: Expenses associated with Recapitalisation Proposal	(350,000)
Total contributed equity	2,151,000
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	1,660,999
Evaluation and development of current assets	850,000
Review and evaluation of new assets	450,000
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.

2.6 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	Options	% Interest*
Existing securities		31,237,898	30,000,000	21.1%1
Issue of Shares and Options to new investors	1	116,700,000	50,000,000	78.9%2
Total		147,937,898	80,000,000	100.0%

Notes:

1. 26.9% on a fully diluted basis.

2. 73.1% on a fully diluted basis.

3. The Company has 150,000 Performance Rights on issue. These 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

2.7 Pro forma Statement of Financial Position

Set out below is a statement of financial position of the Company as at 30 June 2015 together with a pro forma statement of financial position assuming completion of the Recapitalisation Proposal.

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Note Current Assets Cash assets 1, 2, 3 Receivables 1 Non-current assets held for sale 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	Audited as at 30 June 2015 Unaudited pro forma if Recapitalisation Proposal completed $’000 $’000 202 1,661 33 - 2,896 -
	3,131 1,661
	- - - - - 2,896
	- 2,896
	- 4,557
	481 - 654 - 2,896 2,896
	4,031 2,896
	4,031 2,896
	(900) 1,661
	39,938 41,999 (40,838) (40,338)
	(900) 1,661

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 Effectuation of the DOCA 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 to raise the total amount of $2,501,000.

• A provision of $350,000 for the costs of the Recapitalisation Proposal, comprising legal, accounting and other professional costs of up to $200,000 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 $350,000.

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1. BRL 6,940,494 (approximately AUD 2,895,574 at 30 June 2015) being 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 Pty Ltd (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.

2.8 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’s Securities being reinstated on ASX.

2.9 Prospectus

The Securities to be issued pursuant to Resolution 1 will be issued to both retail and sophisticated and professional investors. A prospectus will be prepared by the Company and lodged with ASIC in relation to the issue of the Shares and Options pursuant to Resolution 1 and also to enable the Company’s securities to be re-listed on ASX following the completion of the Recapitalisation Proposal.

3. Resolution 1 - Issue of Shares and Options to various investors

3.1 Introduction

Resolution 1 seeks Shareholder approval to issue:

• (a) up to 17,200,000 Shares at $0.00001 each;

• (b) up to 99,500,000 Shares at $0.02 each;

• (c) up to 32,400,000 Listed Options at $0.00001 each; and

• (d) up to 17,600,000 Unlisted Options at $0.00001 each,

to various investors to raise up to $1,990,672.

The funds raised from the issue of the Securities pursuant to Resolution 1 will be used by the Company to meet the costs of the Recapitalisation Proposal and the Company's ongoing operations as set out in section 2.5 of this Explanatory Statement.

The investors to whom the Securities will be issued under Resolution 1 will be clients of CPS. No Securities will be issued to CPS or to any other related party of the Company pursuant to this Resolution.

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3.2 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 1 exceeds the 15% threshold referred to above, Shareholder approval is sought for the issue of these securities.

3.3 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 1:

• (a) The maximum number of Securities that will be issued pursuant to Resolution 1 is:

• (1) 116,700,000 Shares;

• (2) 32,400,000 Listed Options; and

• (3) 17,600,000 Unlisted 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).

• (c) The Securities will be issued at the following prices:

• (1) $0.00001 each for 17,200,000 Shares;

• (2) $0.02 each for 99,500,000 Shares;

• (3) $0.00001 each for all the Listed Options; and

• (4) $0.00001 each for all the Unlisted Options.

• (d) The Securities will be issued to various retail and sophisticated or professional investors who are clients of CPS and who, for the avoidance of doubt, are not related parties of the Company.

• (e) The Shares will be fully paid ordinary shares in the capital of the Company and will rank pari passu with the current Shares on issue.

• (f) The terms of the Unlisted Options are set out in Appendix A.

• (g) The terms of the Listed Options are set out in Appendix B.

• (h) The funds raised from the issue of the Securities pursuant to Resolution 1 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 2.5 of the Explanatory Statement.

• (i) The Directors presently intend to issue the Securities as one allotment.

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

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3.4 Relevant Interest

As a result of the issue of the Securities the subject of Resolution 1, no individual will hold a relevant interest of more than 20% in the issued capital of the Company.

3.5 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 in order to facilitate the Recapitalisation Proposal and to enable the Company’s securities to be re-listed on ASX following the completion of the Recapitalisation Proposal.

4. Interpretation

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

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

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.

Explanatory Statement means this explanatory statement.

General Meeting or Extraordinary General Meeting means the meeting of the Company’s Shareholders to which the Notice of Meeting relates.

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.

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.

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

Prospectus means the prospectus referred to in Section 2.9 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 2.3 of the Explanatory Statement.

Resolution means the resolution 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.

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.

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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:

1. The exercise price payable upon exercise of each Unlisted Option is $0.02 per Share.

2. An Unlisted Option will be exercisable for a period of 4 years from its date of issue.

3. 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.

4. 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.

5. All Shares issued upon exercise of the Unlisted Options will rank pari passu in all respects with the Company's then issued Shares.

6. If Shares are quoted on ASX, the Company will apply to ASX for official quotation of all Shares issued upon exercise of Unlisted Options.

7. The Unlisted Options will be unlisted however the Company reserves the right to apply for quotation at a later date.

8. 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.

9. 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.

10. 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.

11. 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.

12. Subject to the Corporations Act, the Constitution and the Listing Rules, the Unlisted Options will be fully transferable .

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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:

1. The exercise price payable upon exercise of each Listed Option is $0.04 per Share.

2. A Listed Option will be exercisable for a period of 4 years from its date of issue.

3. 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.

4. 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.

5. All Shares issued upon exercise of the Listed Options will rank pari passu in all respects with the Company's then issued Shares.

6. If Shares are quoted on ASX, the Company will apply to ASX for official quotation of all Shares issued upon exercise of Listed Options.

7. The Company will apply to ASX for official quotation of all Listed Options on issue.

8. 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.

9. 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.

10. 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.

11. 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.

12. Subject to the Corporations Act, the Constitution and the Listing Rules, the Listed Options will be fully transferable .

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Proxy Form

I / We

of:

being Shareholder(s) of Cabral Resources Limited (“Company”)

hereby appoint:

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, 3 March 2016 at 10.00am (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. Issue of Shares and Options to various investors 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

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 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 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 4.00pm (WST) on Tuesday, 1 March 2016 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.