BULLETIN RESOURCES LIMITED — Proxy Solicitation & Information Statement 2016

Jun 6, 2016

BULLETIN RESOURCES LTD

ACN 144 590 858

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 10.00 am (WST) DATE : Thursday, 7 July 2016 PLACE : Suite 11, 139 Newcastle Street, Perth WA 6000

This Notice of General Meeting and Explanatory Statement should be read in its entirety. This Notice of General Meeting and Explanatory Statement do not take into account any person’s investment objectives, financial situation or particular needs. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of General Meeting please do not hesitate to contact the Company Secretary on +61 8 9230 3585.

CONTENTS

Notice of General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	5
Definitions	19
Schedule 1	21
Proxy Form	enclosed
TIME AND PLACE OF MEETING AND HOW TO VOTE

TIME AND PLACE OF MEETING

The General Meeting of the Shareholders of Bulletin Resources Limited ( Bulletin ) will be held at 10.00 am (WST) on Thursday, 7 July 2016 at Suite 11, 139 Newcastle Street, Perth Western Australia.

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

All Shareholders who are entitled to attend and vote at the meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a Shareholder. Shareholders holding two or more shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise.

To vote by proxy, please complete and sign the enclosed Proxy Form and do one of the following:

• deliver it to Bulletin Resources Ltd, Suite 11, 139 Newcastle Street Perth WA 6000; or

• post it to Bulletin Resources Ltd, PO Box 376, Northbridge WA 6865; or

• fax it to the Company on facsimile number +61 8 9227 0370; or

• email it to the Company at admin@bulletinresources.com.

To be effective, a Proxy Form and, if the Proxy Form is signed by the shareholder's attorney, the authority under which the appointment is signed (or a certified copy of that authority), must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.

Chairman of the Board will be the Chairman of the General Meeting. In his absence, another Company Director will chair the General Meeting.

CORPORATE REPRESENTATIVES

A body corporate that is a Shareholder, or which has been appointed as proxy, may appoint an individual to act as its representative at the General Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

EXPLANATORY STATEMENT - 2 -

DATE FOR DETERMINING HOLDERS OF SHARES

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date to determine the identity of those entitled to attend and vote at the General Meeting. For the purposes of determining voting entitlements at the General Meeting, Bulletin Shares will be taken to be held by the persons who are registered as members at 5.00pm (WST) on 5 July 2016. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

ENQUIRIES

The Company welcomes enquiries in respect of matters covered in this Notice of Meeting and Explanatory Statement and the attendance of Shareholders at the General Meeting. Should you require further information please contact:

Andrew Chapman Company Secretary Phone: (+61 8) 9230 3585 Fax: (+61 8) 9227 0370 Email: achapman@bulletinresources.com

EXPLANATORY STATEMENT

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BULLETIN RESOURCES LTD ACN 144 590 858 NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Bulletin Resources Ltd ( Bulletin or the Company ) will be held at Suite 11, 139 Newcastle Street, Perth WA 6000 on Thursday, 7 July 2016 at 10.00am.

Words and phrases used in the Resolutions, this Notice of Meeting and the Explanatory Statement are defined in Section 4 of the accompanying Explanatory Statement and these words and phrases have the same meaning in this Notice of General Meeting as defined in the Explanatory Statement.

AGENDA

Resolution 1: Disposal of Main Undertaking

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

"That, for the purposes of Listing Rule 11.2 of the Listing Rules and for all other purposes, approval is given for the Company to sell its interest in the Project on the terms and conditions described in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by 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 Associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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 a direction on the Proxy Form to vote as the proxy decides.

Resolution 2: Capital Reduction and In-Specie Distribution

Subject to Resolution 1 being passed, to consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That for the purposes of sections 256B and 256C(1) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to reduce the share capital of the Company (as an equal capital reduction) by way of a pro rata “in specie” distribution to the ordinary holders of shares of the Company of approximately 89 million fully paid ordinary shares in the capital of Pantoro Limited held by the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

By order of the Board

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Andrew Chapman Company Secretary

Dated this 27 May 2016

EXPLANATORY STATEMENT

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BULLETIN RESOURCES LTD ACN 144 590 858

EXPLANATORY STATEMENT TO SHAREHOLDERS

1 ACTION TO BE TAKEN BY SHAREHOLDERS

This Explanatory Statement sets out information about the Resolutions to be considered by the Shareholders at the General Meeting. Defined terms used in this Explanatory Statement are set out in Section 4. Accompanying this Explanatory Statement is the Notice of General Meeting convening the General Meeting and a Proxy Form.

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

Shareholders are encouraged to attend and vote on the Resolutions to be put to the General Meeting. If a Shareholder is not able to attend and vote at the General Meeting, the Shareholder may complete the Proxy Form and return it not later than 48 hours before the time specified for the commencement of the General Meeting.

2 RESOLUTION 1: DISPOSAL OF MAIN UNDERTAKING

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Background

On 2 May 2016, the Company and Pantoro Limited ( Pantoro ) announced that they had entered into a Heads of Agreement ( HOA ) on 1 May 2016 pursuant to which Pantoro’s wholly owned subsidiary Halls Creek Mining Pty Ltd ( HCM ) is to purchase the Company’s 20% interest in the Nicolsons Gold Project ( Project ) located near Halls Creek in Western Australia ( Transaction ). The HOA was superseded by a formal agreement entered into between the Company, Pantoro and HCM on 15 May 2016 ( Joint Venture Sale Agreement ).

The key terms of the Joint Venture Sale Agreement are summarised in Section 2.2.

The Company’s interest in the Project is the Company's main undertaking.

Listing Rule 11.2 requires an entity to obtain shareholder approval for a significant change involving the entity disposing of its main undertaking. Accordingly, Resolution 1 seeks Shareholder approval for the Transaction under Listing Rule 11.2.

Resolution 1 is an ordinary resolution as contemplated by Listing Rule 11.2.

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Key Terms of the Transaction

The key terms of the Transaction are as follows:

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• ( Consideration ) The consideration to be provided by Pantoro and HCM to the Company is 130,000,000 Pantoro Shares to be issued by Pantoro ( Consideration Shares ). HCM will also assume the Company’s obligations under the Gold Prepayment Agreement and associated documents;

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• ( Conditions Precedent ) Completion of the Transaction is subject to and conditional on (amongst other conditions) the following being satisfied (or waived, to the extent they can be waived) by the End Date, unless agreed otherwise:

• (i) Ministerial consent to the transfer of the Company’s interest in each of the granted tenements forming part of the Project;

EXPLANATORY STATEMENT - 5 -

• (ii) the Company obtaining all shareholder approvals necessary under the Listing Rules and the Corporations Act in relation to the Transaction, including pursuant to Resolution 1 and Resolution 2;

• (iii) Pantoro obtaining all shareholder approvals necessary under the Listing Rules and the Corporations Act in relation to the Transaction, including to the issue of the Consideration Shares;

• (iv) CBA approval of the Transaction, including consent to the assignment of the Company’s obligations under the Gold Prepayment Agreement and associated documents to HCM and renegotiation of the financing of the Project on terms reasonably acceptable to HCM; and

• (v) other third party consents being obtained.

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• (Completion) Completion will occur after the Conditions Precedent have been satisfied or waived and all required documents have been delivered by the relevant parties, or any other time agreed between the Company and Pantoro. Upon completion the Joint Venture will be terminated.

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• ( Project and Joint Venture ) for the period from 1 May 2016, until the Joint Venture Sale Agreement is terminated or completed, HCM assumed the Company’s funding obligations under the Joint Venture and the Gold Prepayment Agreement. HCM is also entitled to the Company’s share of the minerals from the Project during this period. If the Joint Venture Sale Agreement is terminated, the Company will be required to reimburse HCM for the cash calls paid by HCM under the Joint Venture on behalf of the Company and HCM will account to the Company for the Company’s share of the minerals during that period. There are various circumstances in which the Joint Venture Sale Agreement might be terminated, including nonsatisfaction of a condition precedent, enforcement by CBA of its rights under its financing and security agreements with the Company and certain defaults.

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• ( Anti dilution protection ) if Pantoro issues Pantoro Shares from 1 May 2016 until 12 months after the date of completion of the Transaction (other than certain permitted small issues), the Company has a right to subscribe for additional Pantoro Shares on the same terms to maintain its interest in Pantoro at that time.

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• ( Restrictions on transfer of Consideration Shares ) There are no escrow restrictions on the Consideration Shares. However, the Company proposes to make a capital reduction via a pro rata in-specie distribution to the Shareholders of one (1) Pantoro Share received as consideration for every two (2) shares held in the Company at the Distribution Record Date, which is subject to the Shareholder approval pursuant to Resolution 2. ASX has not advised that it will require any escrow of the Consideration Shares.

Indicative Timetable

Subject to the Listing Rules and the Corporations Act requirements, the Company anticipates that completion of the Transaction, the Capital Reduction and the Distribution will be in accordance with the following timetable approved by the ASX.

the following timetable approved by the ASX.
Event	Date
Announcement of Transaction on ASX	2 May 2016
Notice of Meeting dispatched to Shareholders	7 June 2016
Time and date to determine voting eligibility at the General Meeting	5.00pm (WST) 5 July2016
Last time and date to lodge Proxy Forms	10.00am (WST) 5 July2016
General Meeting to approve the Transaction and the Distribution	10.00am (WST)

EXPLANATORY STATEMENT

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	7July2016
Satisfaction/waiver of all conditions of Joint Venture Sale Agreement	7 July 2016
Completion of Transaction	14 July 2016
Last day for trading of Bulletin Shares on a “cum” Capital Reduction entitlement basis (Bulletin Shares acquired after this date will not be entitled to participate in the Distribution)	15 July 2016
Start of trading of Bulletin Shares on an “ex” Capital Reduction entitlement basis	18 July 2016
Time and date to determine entitlements under the Distribution (Distribution Record Date)	3.00pm (WST) 19 July 2016
In specie distribution to Shareholders of Pantoro Shares	25 July 2016

The above dates are indicative and may change, subject to the Corporations Act and the Listing Rules.

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Financial effect of the Transaction on the Company

The impact of the Transaction on the Company’s balance sheet is set out in the unaudited pro-forma consolidated balance sheet contained in Schedule 1 to this Explanatory Statement.

In summary, at the completion of the Transaction, the Company will have cash of approximately $600,000 and 130 million Pantoro Shares to the value of approximately $13.6 million[1] (before the Capital Reduction and the Distribution), no debt owing to CBA and no further commitments to the Project.

If the Transaction completes and the Capital Reduction and the Distribution are also implemented, the Company’s only substantial asset will be approximately 41 million Pantoro Shares. The Company will also have cash of approximately $600,000, no debt owing to CBA and no further commitments to the Project.

If the Transaction completes, but the Capital Reduction and the Distribution are not implemented, the Company’s only substantial assets will be 130 million Pantoro Shares and approximately $600,000 cash. The Company will have no debt owing to CBA and no further commitments to the Project.

The Company intends to use its assets to the extent necessary and considered appropriate to evaluate and pursue other investment opportunities.

There will be no impact on the capital structure of the Company from the Transaction. However, if the Capital Reduction and the Distribution are implemented, the share capital of the Company will be reduced – see Section 3.2 for more details.

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Reasons for and advantages and disadvantages of the Transaction

The Board recognises that the 20% interest that it holds in the Project is a strategic asset of the Company, but it also recognises that the Company is a minority participant in the Project and that ownership by one party holding 100% of the Project, in this case HCM, should attract more market attention and support in the current strong gold market.

Advantages

The Directors believe that the Transaction has the following advantages that may be relevant to a Shareholder’s decision on how to vote on Resolution 1:

1 Based on 10 Trading Days VWAP of 10.474 cents per Pantoro Share as at 20 May 2016.

EXPLANATORY STATEMENT

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• The Company will have approximately $4.9 million in assets post the Capital Reduction and the Distribution to evaluate and pursue other opportunities considered in the best interests of Shareholders.

• The Company's cash reserves will be able to be used for other activities as the Company will no longer have the operational costs or contingent liabilities associated with the Project following completion of the Transaction.

• If the Project was wholly owned by one party it will allow the Project to progress as and when that single owner sees fit rather than cater for the financial positions of both parties. This should benefit further Project expansions and developments.

• As the owner of a 20% interest in the Project, the Company has little say in the operations of the Project or in the day-to-day running of the Project but is responsible to meet its share of ongoing operational and capital costs. The Transaction will result in the Company no longer having those ongoing commitments.

• Although the Company will no longer directly own an interest in the Project, the Company is still able to participate (indirectly through its shareholding in Pantoro) in the Project upside, for as long as it retains its shareholding in Pantoro.

• If the Company retains its 20% interest in the Project, then it is likely that the Company will need to undertake an equity raising in order to meet its commitments. This could result in a significant dilution for all Shareholders dependent on the amount to be raised and the price at which it could be raised.

• Upon completion of the Transaction, the Company will be debt free and no longer restricted by the terms and conditions of its current financing facilities with CBA.

• The Transaction allows the Company to realise its investment in the Project. The Transaction values the Company’s 20% interest in the Project at approximately $13.7 million (assuming the closing price of 9 cents per Pantoro Share on the day before the announcement of the Transaction).

Disadvantages

The Directors believe that the Transaction has the following disadvantages that may be relevant to a Shareholder’s decision on how to vote on Resolution 1:

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• The Company will not be able to participate in or derive any future production or profits from the Project directly as it will relinquish those rights on completion of the Transaction.

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• The Transaction involves the Company selling its principal operating business activity. The Board is actively investigating other opportunities and will provide Shareholders with further information when an appropriate transaction is identified. However, there is a risk the Company may not be able to locate and acquire other suitable investment opportunities or not within the near future (see Section 2.6 for further information).

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• The Transaction will change the scale of the Company’s activities by a significant extent, which may not be consistent with the investment objectives of all Shareholders.

Future activities and direction of the Company post-Transaction

After completion of the Transaction, the Company will pursue other opportunities which have the potential to create shareholder wealth.

ASX customarily allows listed entities a period of up to 6 months to identify and make an announcement of its intention to acquire a suitable new business. If the Company is unable to announce such an intention within this timeframe ASX will generally exercise its discretion to suspend the quotation of the Company’s securities at the end of that 6 month period. The suspension would continue until the Company makes an announcement about its future activities which is acceptable to

EXPLANATORY STATEMENT

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ASX. It is expected this 6 month period will commence upon the Company disposing of its interest in the Project under the Joint Venture Sale Agreement.

There are no changes proposed to the Company’s Board or senior management as a consequence of the Transaction.

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Impact on the Company if the Transaction is not approved

If Shareholder approval for Resolution 1 is not obtained completion of the Disposal will not be able to occur and the Company will retain its 20% interest in the Project and all costs and benefits associated with its ownership interest and its external financing arrangements.

If the Company retains its 20% interest in the Project it is likely that the Company will need to conduct a capital raising immediately in order to cover any shortfall in net operating costs arising from 1 May 2016 until the Joint Venture Sale Agreement ceases. The quantum and pricing of such a capital raising cannot be determined at this time.

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Director interests and recommendations

The Directors do not have any material interest in the outcome of Resolution 1 other than as a result of their interest arising as Shareholders.

The Directors have a relevant interest in the securities of the Company as set out below.

**Director **	BulletinShares
Paul Poli*	3,625,000
Franciscus Sibbel*	2,250,000
RobertMartin*	39,784,133

• Mr Paul Poli and Mr Franciscus Sibbel are both directors of Matsa Resources Limited which has a relevant interest in 47,637,313 Bulletin Shares. Mr Robert Martin’s interest is held indirectly.

The Board has approved the proposal to put Resolution 1 to the Shareholders.

Based on the information available, all of the Directors consider that the Transaction is in the best interests of the shareholders and recommend that the Shareholders vote in favour of Resolution 1.

Based on the information currently available, each of the Directors intends to vote all of their Bulletin Shares in favour of Resolution 1.

3 RESOLUTION 2: CAPITAL REDUCTION AND IN-SPECIE DISTRIBUTION

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Introduction and Rationale for the Capital Reduction and the Distribution

If the Transaction completes, the Company will be issued 130 million Pantoro Shares.

As part of the Transaction the Company has agreed to seek shareholder approval to conduct an equal capital reduction ( Capital Reduction ) by way of an in-specie distribution of approximately 89,000,000 of the Pantoro Shares amongst the Company’s Shareholders ( Distribution ). The Company will retain the balance of the Consideration Shares, ie. approximately 41 million Pantoro Shares.

The Distribution is proposed to be made on the basis of 1 Pantoro Share for every 2 Bulletin Shares held at the Distribution Record Date.

The purpose of Resolution 2 is to approve the Capital Reduction and the Distribution. Resolution 2 is an ordinary resolution.

The Capital Reduction and the Distribution are conditional on completion of the Transaction.

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The effect of the Capital Reduction and the Distribution on Bulletin

EXPLANATORY STATEMENT

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If the Transaction is completed and the Capital Reduction and the Distribution are implemented, the Company will hold cash of approximately $600,000 and approximately 41 million Pantoro Shares. The Company will have no other projects or commitments and as part of the Transaction the Company will be released from the obligation to repay the loan to CBA. This will allow the Company to pursue new mineral project opportunities.

Pro forma statement of financial position

Attached as Schedule 1 to this Explanatory Statement are:

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• the unaudited consolidated statement of financial position of the Company; and

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• the unaudited consolidated pro forma statement of financial position,

both as at 31 March 2016 ( Statements of Financial Position ). The Statements of Financial Position were prepared on the basis of the following assumptions:

• Completion of the Transaction the subject of Resolution 1 has occurred, with the Company being issued 130 million Pantoro Shares and the assumption by HCM of the Company’s gold prepayment obligations under the Gold Prepayment Agreement.

• The Capital Reduction and the Distribution were effected on 31 March 2016.

The significant accounting policies upon which each of the Statements of Financial Position and are based are contained in the Company’s reviewed half yearly financial report for period ended 31 December 2015. A copy of the report is available on www.asx.com.au

Impact on Bulletin Shareholders

Assuming no further Bulletin Shares are issued prior to the Distribution Record Date other than on the exercise of Options, each Eligible Shareholder will receive one Pantoro Share for every two Bulletin Shares held on the Distribution Record Date, with a deemed reduction in value of approximately [$0.05] for each Bulletin Share ( Reduction Amount ) (based on the price of Pantoro Shares on 20 May 2016). The precise Reduction Amount will depend upon the number of Bulletin Shares on issue on the Distribution Record Date and the price of the Pantoro Shares. The Company will announce the amount of the Reduction Amount on ASX as soon as possible after the Distribution Record Date.

Shareholders are not required to pay any consideration for the Distribution Shares received. See Section 3.11 for details on the treatment of foreign Shareholders who may not be eligible to be transferred the Distribution Shares.

No Bulletin Shares will be cancelled as a result of the Capital Reduction and the number of securities on issue in the Company will not change. Accordingly, there will be no change to Shareholders’ holding in Bulletin as a result of the Capital Reduction or the Distribution. As all of the Bulletin Shares are fully paid, there are no unpaid amounts on the Bulletin Shares and this will not be affected by Distribution.

See Section 3.9 for details of the tax implications for Shareholders as a result of the Distribution.

Impact on Bulletin Option holders

Holders of Options will not be entitled to participate in the Distribution.

The effect of the Capital Reduction on Options will be to reduce the exercise price of the Options on issue but not exercised by the Distribution Record Date. The exercise price will be reduced by the Reduction Amount, ie the same amount as the amount of capital reduced in respect of each Bulletin Share. If the Reduction Amount is greater than the Option exercise price, the new exercise price will be zero.

Option holders may exercise their Options (provided any vesting conditions have been satisfied) prior to the Distribution Record Date in order to participate in the Distribution. The maximum number of Options that could be exercised and which are free of any vesting conditions prior to the Distribution Record Date is 750,000.

EXPLANATORY STATEMENT

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Advantages and disadvantages of the Capital Reduction and the Distribution

Advantages

The Company considers that the Distribution has the following advantages for its Shareholders:

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• An in specie distribution by way of an equal capital reduction is an equitable way to distribute the realised value from the Transaction to Bulletin Shareholders.

• Shareholders will be able to continue to retain an indirect interest in the Nicolsons Gold Project through their individual shareholding in Pantoro and also through the shareholding in Pantoro retained by the Company.

• Shareholders will continue to retain their shareholding in the Company in the same proportion in which it is held prior to the Capital Reduction and the Distribution.

• The Distribution provides Shareholders with a liquid investment in a well-established resource company with further exposure to Pantoro’s other projects including those in Papua New Guinea. The Distribution allows each Shareholder to manage its exposure to Pantoro directly by buying and selling Pantoro Shares rather than through the actions of the Company.

• Following the Distribution, Shareholders will be able to participate in any future Pantoro offers to its shareholders.

Disadvantages

The Company considers that the Distribution has the following disadvantages for its Shareholders:

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• There is no guarantee that Pantoro Shares will retain their value or increase in value.

• Shareholders who receive Pantoro Shares are exposed to risks in holding Pantoro Shares. See Section 3.7 for details.

• There are costs associated with the Capital Reduction and the Distribution, including the preparation of this Notice of Meeting, which will be incurred by the Company. There is also a small but identifiable tax risk as set out below in Section 3.9.

The Company cannot, and does not, make any representation or prediction as to what the value or price of Pantoro Shares will be at the time of the Distribution of Pantoro Shares to the Company’s Shareholders or subsequently.

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Overview of Pantoro

Except where otherwise stated or is clear from the context, the information in this Section 3.4 and Sections 3.5, 3.6 and 3.7 has been sourced from public information released by Pantoro on ASX. Shareholders should refer to the ASX website at www.asx.com.au to access Pantoro’s periodic and continuous disclosures for further information.

Pantoro Limited (ASX Code: PNR) is an ASX listed minerals focused exploration, development and production company with activities focused on the Project.

The Project includes the Nicolsons Mine (35 km south west of Halls Creek) and a pipeline of exploration and development prospects located east of Halls Creek in the Kimberley Region of Western Australia. The Project is operated by HCM (a wholly owned subsidiary of Pantoro). Pantoro (though HCM) currently has an 80% Project ownership. If the Transaction completes, Pantoro will have full ownership of the Project.

In September 2015, HCM commenced gold production from the Project and has continued building the Project towards a steady state of production. First production was achieved at the Project in the September 2015 quarter. The focus over the past months has been on ramping up production to its nameplate capacity. A total of 4,583 ounces were produced in the March 2016 quarter, up from 4,180 ounces in the December 2015 quarter. March production was approaching nameplate capacity with record production of 2,032 ounces.

EXPLANATORY STATEMENT

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In addition to the Project, Pantoro holds a number of interests in Papua New Guinea including:

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• the Garaina Project, which hosts the large scale Kusi prospect where extensive exploration activities have indicated the potential for epithermal gold and/or porphyry copper-gold deposits. Pantoro owns 100% of the project and is considering farm out or divestment opportunities for it; and

• a 50% interest in a joint venture with PNG Forest Products Limited ( PNGFP ) over the Widubosh (ML457) mining lease which is a project located in the Bulolo Valley in the Morobe Province of Papua New Guinea and is prospective for alluvial gold. PNGFP is currently the manager of the joint venture of this project, and the parties are considering divestment opportunities for the project.

Pantoro is actively looking for and evaluating new projects and business opportunities in the resources sector, both within Australia and overseas.

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The Effect of the Distribution on Pantoro

As at the date of this Notice of Meeting, Pantoro has 548,614,271 ordinary shares on issue. If 130 million Pantoro Shares are issued to the Company under the Joint Venture Sale Agreement, the Company will have a voting power in Pantoro of approximately 19.16% (assuming no other issues of Pantoro Shares until the completion of the Transaction).

If the Distribution is approved and implemented, the Company’s voting power in Pantoro will reduce to approximately 6.04%.

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Pantoro Shares

The share capital of Pantoro consists of ordinary shares. The Consideration Shares will be fully paid and rank pari passu with the other issued Pantoro Shares. As the Pantoro Shares issued will be fully paid shares, they will not be subject to any calls for money by the Pantoro directors and will therefore not become liable for forfeiture.

A summary of the more significant rights and obligations attaching to Pantoro Shares is set out in section 8 of the Pantoro Prospectus. Full details of the rights attaching to all Pantoro Shares are set out in Pantoro’s constitution, a copy of which is available for inspection at Pantoro’s registered office during normal business hours.

The Consideration Shares are being offered and issued to the Company pursuant to a prospectus issued by Pantoro to Bulletin in accordance with section 713 of the Corporations Act ( Pantoro Prospectus ). Accordingly, the Company may transfer the Consideration Shares to Eligible Shareholders without a disclosure document being required to be issued by the Company pursuant to Chapter 6D of the Corporations Act. Likewise, Eligible Shareholders will be able sell their Distribution Shares without such a disclosure document.

As at the date of this Notice of Meeting, Pantoro Shares are quoted on the ASX. Under the Joint Venture Sale Agreement Pantoro has agreed to apply for, and use reasonable endeavours to ensure, quotation of the Consideration Shares on ASX.

Investors in Pantoro should have regard to the broad range of public information available in relation to Pantoro. The Pantoro Prospectus sets out information about Pantoro and Pantoro Shares. A copy of the Pantoro Prospectus is enclosed with this Notice of Meeting for your information only and has not been authorised by the Bulletin Directors. No Pantoro Shares are being offered to Bulletin Shareholders under the Pantoro Prospectus.

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Risks relating to Pantoro

The Pantoro Shares are considered highly speculative. Set out below are certain risks with respect to Pantoro and holding Pantoro Shares following the Distribution. Even if the Distribution does not proceed, Shareholders will be indirectly exposed to these risks as Bulletin will remain the holder of Pantoro Shares.

There are specific risks which relate directly to Pantoro’s business. In addition, there are other general risks, many of which are largely beyond the control of Pantoro and its directors. The risks identified in

EXPLANATORY STATEMENT

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this Section, or other risk factors, may have a material impact on the financial performance of Pantoro and the market price of Pantoro Shares.

The following is not intended to be an exhaustive list of the risk factors to which Pantoro is exposed. Therefore, the Pantoro Shares carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Pantoro Shares.

Refer to section 9 of the Pantoro Prospectus for a more detailed description of the risks.

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Investment Specific Risks

Stock market fluctuations and economic conditions - Returns from an investment from the Pantoro Shares may depend on general stock market conditions as well as the performance of Pantoro. Changes in economic and business conditions or government policies in Australia or internationally may also affect the fundamentals which underpin the projected growth of Pantoro’s target markets or its cost structure and profitability.

Liquidity of Pantoro Shares - There may be relatively few potential buyers or sellers of Pantoro Shares on the ASX at any one time which may affect the prevailing market price at which Shareholders are able to sell their Pantoro Shares.

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Pantoro specific risks

Additional requirements for capital - Pantoro may need to raise additional equity or debt finance to finance its activities. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

The Project - Pantoro’s ability to sustain or increase the current levels of production at the Project is dependent upon a range of factors including the market price for gold and silver, the ongoing costs of production, the level of capital costs required for ongoing development to access the ore body and in the medium to long term the successful identification and development of additional reserves at the Project.

Operations in Papua New Guinea - A number of Pantoro’s projects are located in Papua New Guinea and Pantoro is subject to the risks associated with operating in that country, including various levels of political, economic, social and other risks and uncertainties.

Resource estimates - Any resource estimates that have been released by Pantoro may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretation, which may prove to be inaccurate.

Gold price volatility - As a gold producer Pantoro’s financial performance is be sensitive to the spot gold price.

Infrastructure and transport - Pantoro’s ability to achieve production targets, receive goods and services and export products may be restricted by access to power networks, roads and other infrastructure.

Reliance on key personnel - The responsibility of overseeing the day-to-day operations and Pantoro’s strategic management depends substantially on its senior management and key personnel and them continuing their employment with Pantoro.

Acquisition risk - Pantoro’s objectives include the pursuit of new projects and business opportunities in the resources sector, by way of acquisition or investment. There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Pantoro shareholders.

Exploration success - Mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of Pantoro’s existing tenements, or any other tenements that may be acquired in the future, will result in discovery of an economic ore deposit.

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Industry Specific Risks

EXPLANATORY STATEMENT

• 13 -

Environmental - Pantoro’s operations activities in Australia and Papua New Guinea are subject to state and federal laws and regulations concerning the environment. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs and potentially significant liabilities being imposed on Pantoro.

Tenure risks and native title - Interest in tenements in Australia is governed by the respective state mining legislation. Pantoro could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. Additionally, Pantoro’s ability to acquire a valid mining lease and conduct activities may be subject to Pantoro being able to reach agreement with relevant Native Title and Aboriginal groups.

Operating risks - The operations of Pantoro may be affected by various factors including failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in extraction and difficulties in commissioning and operating plant and equipment. Some risks may be mitigated through the use of safeguards and appropriate controls, whereas others are outside the control of Pantoro and may not be mitigated.

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Timetable

The Capital Reduction and the Distribution are expected to occur in accordance with the timetable approved by the ASX which is set out in Section 2.3.

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Tax Consequences of Capital Reduction for the Company and its Shareholders

Each Bulletin Shareholder should seek and rely on their own professional taxation advice, specific to their particular circumstances, in relation to the taxation consequences of the Capital Reduction and the Distribution. Neither Bulletin, nor any of its officers or advisers, accepts liability or responsibility with respect to such consequences or the reliance by any Bulletin Shareholder on any part of the following summary or the comments.

There are taxation consequences in respect of the distribution of the Pantoro Shares to Eligible Shareholders. Details of the general taxation effect of the Capital Reduction for Australian resident Eligible Shareholders are detailed below.

The information detailed below only deals with certain tax implications and may not cover all tax outcomes relevant to Eligible Shareholders. Specifically, without limitation, the comments do not deal with the following issues:

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• tax implications to Eligible Shareholders regarding the receipt of future dividends and distributions from Pantoro; and

tax implications of subsequent disposal by Eligible Shareholders of the Pantoro Shares.

As taxation consequences vary depending on the individual circumstances of each Eligible Shareholder, the Bulletin Directors recommend that each Eligible Shareholder obtains professional advice in relation to the taxation consequences of the Capital Reduction for the Eligible Shareholder, including the applicability and effect of local and foreign income and other tax laws in their particular circumstances.

The following comments are not tax advice and are intended as only a general guide to the Australian income tax implications discussed in this section, and not other Australian or foreign taxes or issues. They should not be a substitute for advice from an appropriate professional adviser and all Eligible Shareholders are strongly advised to obtain their own professional advice on the tax implications based on their own specific circumstances.

The comments summarise certain limited aspects of the Australian income tax consequences of the Capital Reduction from the perspective of individual and corporate Australian tax resident Eligible Shareholders who hold their Bulletin Shares on capital account.

EXPLANATORY STATEMENT

• 14 -

The comments are based on the law and practice of the tax authorities in Australia as at the date of this document. These are subject to change periodically as is their interpretation by the courts.

Relevantly, the comments are made on the basis that:

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• The Capital Reduction is not treated as a demerger for Australian income tax purposes. If the demerger rules did apply to the Capital Reduction (albeit this is unlikely), the income tax outcomes may be different to those outlined below.

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• The Capital Reduction is not treated as a dividend for Australian income tax purposes. Having regard to the circumstances and applicable Australian tax law, the Capital Reduction should not be treated as a dividend for Australian income tax purposes. However, the Commissioner of Taxation can in some situations treat a return of share capital as an unfranked dividend (and Bulletin may have resulting tax obligations, such as withholding tax). In this case, the income tax outcomes will be different to those outlined below. It is considered unlikely that the Commissioner of Taxation would adopt such a treatment.

These comments do not apply to:

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• Eligible Shareholders who hold their Bulletin Shares as trading stock, under an employee share plan, as a financial arrangement, as revenue assets or otherwise on revenue account;

• Eligible Shareholders who are not individual or corporate Shareholders; and

• Eligible Shareholders who are non-Australian tax resident.

Tax residence of Bulletin

The issue of tax residency is determined by fact. Bulletin is considered to be an Australian resident company for tax purposes. The comments below have been based on this fact.

Capital Gains Tax (CGT) consequences of the Capital Reduction

Australian tax resident Eligible Shareholders must consider the impact of the Australian CGT rules on the Capital Reduction.

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CGT consequences of the Capital Reduction

For Eligible Shareholders who own their Bulletin Shares at the Distribution Record Date and continue to own their Bulletin Shares at the time of the Capital Reduction, CGT event G1 should be triggered in respect of the Capital Reduction via the Distribution at the time of the Capital Reduction.

Under CGT event G1, the cost base and reduced cost base of the Bulletin Shares at the Distribution Record Date should be reduced (but not below nil) by the market value of the Pantoro Shares at the time of the Capital Reduction.

To the extent that the market value of the Pantoro Shares at the time of the Capital Reduction is greater than the cost base of the Bulletin Shares, the Bulletin Shareholders should derive a capital gain. In addition, the cost base and reduced cost base of the Bulletin Shares should be reduced to nil. Eligible Shareholders cannot make a capital loss under CGT event G1.

Capital gains derived by Eligible Shareholders who are Australian resident individuals may qualify as discount capital gains where the Bulletin Shares had been acquired at least 12 months before the date of the Capital Reduction. Corporate Eligible Shareholders are not eligible for the discount capital gain treatment.

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CGT consequences on sale of Bulletin Shares prior to the receipt of Pantoro Shares

If, after the Distribution Record Date but before the time of the Capital Reduction, an Eligible Shareholder ceased to own some, or all, of their Bulletin Shares, the right to receive Pantoro Shares in respect of each of the Bulletin Shares disposed of will be retained by Eligible Shareholders.

This right (being an intangible CGT asset) should be treated as a separate asset for CGT purposes from the shareholding in Bulletin and should trigger CGT event C2 at the time of the Capital Reduction. The right to receive Pantoro Shares should end by the right being discharged or satisfied at the time of the Capital Reduction.

EXPLANATORY STATEMENT

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To the extent that the market value of the Pantoro Shares received under the Capital Reduction is greater than the cost base of the right, Eligible Shareholders should derive a capital gain.

On the basis that no amount would have been paid by the Bulletin Shareholders for the right and as the full cost base (or reduced cost base in the event of a capital loss) of the Bulletin Shares would likely have been previously applied in working out the capital gain or capital loss when the Eligible Shareholders disposed of the Bulletin Shares after the Record Date, the right to receive the Pantoro Shares is likely to have a nil cost base. Consequently, the receipt of Pantoro Shares will likely result in a capital gain for Eligible Shareholders in this position, and the value of the gain will be equal to the market value of the Pantoro Shares at the time of the Capital Reduction.

On the basis that the right to receive the Pantoro Shares should have been inherent in the Bulletin Shares during the period of ownership of the Bulletin Shares, the right should be considered to have been acquired at the time when the Bulletin Shares were acquired. Accordingly, this acquisition date should be taken into consideration by Eligible Shareholders that are individuals in ascertaining whether the Bulletin Shares were acquired at least 12 months before the Capital Reduction. As noted above, this condition must be satisfied in order for the capital gains to be discount capital gains.

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Cost base and time of acquisition of the Pantoro Shares

The CGT cost base and reduced cost base of the Pantoro Shares acquired by Eligible Shareholders should be the market value of the Pantoro Shares at the time of the Capital Reduction. The CGT acquisition date of the Pantoro Shares should be the time when the Capital Reduction occurs. These details may be relevant for future CGT consequences in respect of the Pantoro Shares.

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Directors’ Interests

Set out below is a table which indicates the Company securities in which the Directors have a relevant interest and the number of Pantoro Shares they will have a relevant interest in if Resolution 2 is passed and the Distribution is implemented.

and the Distribution is implemented.
	Paul Poli*	Franciscus Sibbel*	Robert Martin*
Bulletin Shares	3,625,000	2,250,000	39,784,133
Pantoro Shares Director will receive under the Distribution	1,812,500	1,125,000	19,892,066

• Mr Paul Poli and Mr Franciscus Sibbel are both directors of Matsa Resources Limited which has a relevant interest in 47,637,313 Bulletin Shares.

Mr Robert Martin’s interest is held indirectly.

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Foreign Shareholders

Foreign laws may restrict the Company from transferring the Pantoro Shares to Shareholders in countries other than Australia. This Explanatory Statement has been prepared to comply with Australian law and is only being made available to Shareholders. This Explanatory Statement has been prepared having regard to Australian disclosure requirements. These requirements may be different from those in other jurisdictions.

No action has been taken by the Company to register the Pantoro Shares to be transferred pursuant to the Distribution in any jurisdiction outside Australia.

Accordingly, whilst the Capital Reduction will apply to all Shareholders, Pantoro Shares will only be transferred to those Shareholders with a registered address in Australia or New Zealand on the Distribution Record Date, or to a Shareholder to whom, in the Directors’ opinion, the transfer of the Pantoro Shares can be made without imposing undue burden and cost on Bulletin having regard to the laws of the applicable foreign jurisdiction ( Eligible Shareholders ).

The Company will take reasonable steps to sell the Pantoro Shares which would have otherwise been transferred to Ineligible Shareholders as soon as practicable after the effective date for the Distribution.

EXPLANATORY STATEMENT

• 16 -

The Company will sell those Pantoro Shares at such price and on such terms as the Company determines in good faith and at the risk of the Ineligible Shareholders. As the market price of Pantoro Shares will be subject to change from time to time, the sale price of those Pantoro Shares cannot be guaranteed. The proceeds from the sale (in Australian dollars) will be distributed to Ineligible Shareholders (after deducting the costs of the sale and the distribution of the proceeds) as soon as practicable after the sale.

The amount received by Ineligible Shareholders for each Pantoro Share which would have otherwise been transferred to Ineligible Shareholders may be less or more than the actual price that is received by the Company for that particular Pantoro Share.

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Fractional entitlements

In determining the number of Pantoro Shares to be transferred by the Company to the Shareholders under the Distribution, fractional entitlements to Pantoro Shares will be rounded up to the nearest whole number.

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Lodgement with ASIC

Bulletin has lodged with ASIC a copy of this Notice of Meeting and the Explanatory Statement in accordance with section 256C of the Corporations Act.

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Corporations Act

Under section 256C of the Corporations Act, an equal reduction must be approved by an ordinary resolution passed at a general meeting of a company. As provided in section 256B of the Corporations Act, the Company may only reduce its share capital if the reduction:

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is fair and reasonable to shareholders as a whole; and

does not materially prejudice the Company’s ability to pay its creditors; and

is approved by Shareholders under section 256C of the Corporations Act.

In addition, the Company must give Shareholders all information known to the Company that is material to the decision on how to vote on Resolution 2.

The Capital Reduction is an equal reduction because it is applicable to each Shareholder in proportion to the number of Bulletin Shares held and the terms of the reduction are the same for each holder of ordinary shares. Accordingly, the Capital Reduction can be approved by an ordinary resolution under section 256C of the Corporations Act.

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Directors’ Recommendation

After considering all the relevant factors (including the advantages and disadvantages, and risks, as set out above), the Board considers that the Capital Reduction and the Distribution are fair and reasonable to the Shareholders as a whole. The Directors consider that the Capital Reduction and the Distribution do not materially prejudice Bulletin’s ability to pay its creditors and it will not result in Bulletin being insolvent at the time of or after the Capital Reduction or the Distribution.

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The Company’s Constitution

Clause 4.3(b) of the Company’s Constitution permits the Company to conduct a distribution in specie of shares in another company, with the Company’s Shareholders being deemed to have appointed the Company to agree on their behalf to become members in, and be bound by the constitution of, a company in which shares are distributed to the Company’s Shareholders.

This means that if Resolution 2 is approved, all Eligible Shareholders will be deemed to have agreed to be become members in Pantoro and to be bound by Pantoro’s constitution .

Relevant Shareholder information will be provided to Pantoro’s security share registry to enable registration of the holdings of Pantoro Shares, including holder name, address, email address and number of Pantoro Shares. Other information will not be provided.

EXPLANATORY STATEMENT

• 17 -

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Other Material Information

There is no information material to a decision by a Shareholder whether or not to approve the Distribution (being information that is known to any of the Directors and which has not previously been disclosed to Shareholders) other than as disclosed in this Explanatory Statement and the Prospectus which accompanies this Explanatory Statement.

Shareholders should seek professional advice in relation to any questions they may have arising out of this Explanatory Statement or the Capital Reduction and the Distribution generally.

.

EXPLANATORY STATEMENT

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4 DEFINITIONS

In this Explanatory Statement:

$ means Australian dollars.

Associate has the meaning set out in sections 11 to 17 of the Corporations Act.

ASX means the Australian Securities Exchange or ASX Limited (ABN 98 008 624 691), as the context requires.

Board means the Board of Directors of the Company.

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

Capital Reduction means the proposed reduction of capital of the Company as described in Section 3.1.

CBA means the Commonwealth Bank of Australia.

Company or Bulletin means Bulletin Resources Limited (ACN 144 590 858).

Consideration Shares means 130,000,000 Pantoro Shares to be issued by Pantoro pursuant to the Joint Venture Sale Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Distribution means the in-specie distribution of Pantoro Shares pursuant to the Capital Reduction.

Distribution Record Date means the time and date on which entitlements of the Shareholders to participate in the Distribution are determined.

Distribution Shares means the Pantoro Shares to be transferred to the Shareholders pursuant to the Distribution.

Eligible Shareholders has the meaning given to it in Section 3.11.

End Date means 14 July 2016.

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

General Meeting means the meeting of Bulletin Shareholders convened pursuant to the Notice of Meeting.

Gold Prepayment Agreement means the Gold Prepayment Agreement – Nicholson’s Project (Bulletin Resources) between CBA and the Vendor dated on or about 20 February 2015.

HCM means Halls Creek Mining Pty Ltd (ACN 168 093 347).

Ineligible Shareholders means Shareholders other than Eligible Shareholders.

Joint Venture means the joint venture between the Company and HCM in relation to the Project.

Joint Venture Sale Agreement means the agreement dated 15 May 2016 between the Company, Pantoro and HCM for the sale of the Company’s 20% interest in the Project.

Listing Rules means the listing rules of the ASX.

EXPLANATORY STATEMENT

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Notice of General Meeting or Notice of Meeting means the notice convening the General Meeting accompanying this Explanatory Statement.

Options means options to be issued Bulletin Shares.

Pantoro means Pantoro Limited (ACN 003 207 467).

Pantoro Share means fully paid ordinary shares in Pantoro.

Project means the Nicolsons Gold Project, also known as the “Halls Creek Project”.

Proxy Form means the form of proxy accompanying this Notice of General Meeting.

Reduction Amount has the meaning given to it in Section 3.2.

Resolution means a resolution proposed to be passed at the General Meeting and contained in the Notice of General Meeting.

Section means a section of the Explanatory Statement.

Shareholder means a person entered in the Company’s register as a holder of a Bulletin Share.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means the volume weighted average price.

WST means Western Standard Time in Western Australia.

EXPLANATORY STATEMENT

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SCHEDULE 1 – UNAUDITED STATEMENTS OF FINANCIAL POSITION OF THE COMPANY

Note Current Assets Cash and cash equivalents Trade and other receivables Inventories Available-for-sale financial assets 1 Total Current Assets Non-Current Assets Mine property Plant and equipment Exploration expenditure Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Provisions Deferred revenue 2 Total Current Liabilities Non-Current Liabilities Provisions Borrowings Deferred revenue 2 Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity	31 March 2016 Pro-forma as at 31 March 2016 post Transaction and pre Capital Reduction3 Pro-forma as at 31 March 2016 Post Transaction and post Capital Reduction $ $ 609,007 609,007 609,007 210,801 - - 714,610 - - 41,569 13,657,769 4,335,909
	1,575,987 14,266,776 4,944,916
	3,301,505 - - 1,529,454 2,371 2,371 34,566 - -
	4,865,525 2,371 2,371
	6,441,512 14,269,147 4,947,287
	1,209,623 189,253 189,253 47,677 - - 1,255,638 - -
	2,512,938 189,253 189,253
	360,807 - - 600,000 600,000 600,000 768,624 - -
	1,729,431 600,000 600,000
	4,242,369 789,253 789,253
	2,199,143 13,479,894 4,158,034
	14,490,189 14,490,189 6,694,989 47,808 47,808 47,808 (12,338,854) (1,058,103) (2,584,763)
	2,199,143 13,479,894 4,158,034

Notes and assumptions:

1. The value of the Consideration Shares is based on the 10 Trading Days VWAP of 10.474 cents per share as at 20 May 2016.

EXPLANATORY STATEMENT

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• Assumes the Gold Prepayment Agreement with CBA is assigned to Pantoro as per the Joint Venture Sale Agreement.

• The pro-forma balance sheet pre Capital Reduction reflects the financial position of the Company prior to the proposed Distribution considered in Resolution 2.

EXPLANATORY STATEMENT

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BULLETIN RESOURCES LTD ACN 144 590 858 PROXY FORM

«PAFBSP» «Company_code» «Print_No»

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

Appointment of a proxy

I/We being a member(s) of Bulletin Resources Limited hereby appoint:

(Write here the name of the person you are appointing)

or failing the person named, or if no person is named, the Chairman of the Meeting as my/our proxy and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Bulletin Resources Limited to be held at Suite 11, 139 Newcastle Street, Perth Western Australia at 10.00am (WST) on Thursday, 7 July 2016 and at any adjournment of that meeting.

The Chairman of the Meeting intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances the Chairman may change his voting intention on any Resolution. In the event this occurs an ASX announcement will be made disclosing the reasons for the change.

Votes on items of business

(Voting directions to your proxy – please mark X to indicate your directions)

FOR AGAINST ABSTAIN Resolution 1 Disposal of Main Undertaking Resolution 2* Capital Reduction

*If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item.

Appointment of a second proxy

If two proxies are being appointed, the proportion of voting rights this proxy represents is %.

Authorised signature(s) This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. INDIVIDUAL/SECURITY HOLDER 1 SECURITY HOLDER 2 SECURITY HOLDER 3 Individual/Sole Director and Director Director/Company Secretary Sole Company Secretary

Contact Details

Contact Email address Contact Telephone Number ( )

PROXY FORM

Voting By Proxy - How to complete the Proxy Form

Your Name, Address and Shareholder Details

Please complete your name and address as it appears on the share register of Bulletin Resources Limited. If you are returning the Proxy Form by email your SRN or HIN must also be included.

Appointment of a Proxy

Please write the name of that person you wish to appoint as proxy in the space indicated. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman will be your proxy and vote on your behalf. A proxy need not be a shareholder of Bulletin Resources Limited.

Votes on Items of Business

You may direct your proxy how to vote by placing a mark one of the three boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy will vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company or you may copy this form.

To appoint a second proxy you must state the percentage of your voting rights on each of the first Proxy Form and the second Proxy Form and return both forms together.

Authorised Signature/s

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

• Joint Holding in the case of joint holders the Proxy Form must be signed by all holders. • Power of Attorney if signed under a Power of Attorney, you must have already lodged it with the Company, or alternatively, attach the Power of Attorney or a copy to this Proxy Form when you return it.

• Companies a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also the sole Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the meeting and a Proxy Form is not used, then an appropriate “Certificate of Appointment of Representative” should be produced prior to admission.

Lodgement of Proxy Form

This Proxy Form and any Power of Attorney or other authority under which it is signed (or a copy or facsimile which appears on its face to be an authentic copy of the proxy, power or authority) must be received no later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by:

• delivering it to Bulletin Resources Ltd, Suite 11, 139 Newcastle Street, Perth WA 6000; or

• posting it to Bulletin Resources Ltd, PO Box 376, Northbridge WA 6865; or

• faxing it to the Company on facsimile number +61 8 9227 0370; or

• emailing it to the Company at admin@bulletinresources.com.

PROXY FORM