CATALINA RESOURCES LTD — AGM Information 2016

Oct 20, 2016

SHREE MINERALS LIMITED

ACN 130 618 683

NOTICE OF ANNUAL GENERAL MEETING

Date of Meeting: Tuesday, 29[th] November 2016 Time of Meeting: 11.30 am (WST) Place of Meeting: Unit 2 The Pines Business Centre 88 Forrest Street Cottesloe WA 6011

This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

SHREE MINERALS LIMITED

ACN 130 618 683

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Shree Minerals Limited ACN 130 618 683 (" Shree " or " Company ") will be held at Unit 2 , The Pines Business Centre, 88 Forrest Street , Cottesloe , Western Australia 6011 on Tuesday , 29[th] November 2016, commencing at 11.30 am (WST).

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be considered.

Terms used in this Notice of Annual General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary of Terms as contained in the Explanatory Memorandum.

AGENDA

FINANCIAL REPORTS

To receive and consider the Financial Report and the Reports of the Directors and Auditor of the Company and its controlled entities for the year ended 30 June 2016.

RESOLUTIONS

1. ADOPTION OF THE AUDITED REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following non-binding resolution:

"That the Audited Remuneration Report, which forms part of the Directors’ Report for the year ended 30[th] June 2016, be adopted.”

As required by the Corporations Act, no member of the Company’s key management personnel, details of whose remuneration are included in the Remuneration Report, or a related party of any such member, may vote in any capacity (e.g. as a shareholder, proxy or corporate representative) on the proposed resolution in Item 1 unless:

• the person votes as a proxy appointed by writing that specifies how the person is to vote on the proposed resolution in Item 1; and

• the vote is not cast on behalf of any such member or closely related party of any such member.

The prohibition in the Corporations Act on members of the Company’s key management personnel voting does not apply to the Chairman of the Meeting as proxy for a member entitled to vote where the proxy appointment expressly authorises the Chairman of the Meeting to vote in that capacity on Item 1 (see pages 3 and 4 for further information).

2. RE ELECTION OF DIRECTOR

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

“Mr. Rajesh Bothra, who retires in accordance with the clause 13.2 of the Company’s Constitution, be re-elected as a director of the Company.”

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3. RE ELECTION OF DIRECTOR

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

“Mr. Sanjay Loyalka, who retires in accordance with the clause 13.2 of the Company’s Constitution, be re-elected as a director of the Company.”

4. APPOINTMENT OF AUDITOR

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

“Stantons International Audit and Consulting Pty Ltd are re-appointed as auditors of the Company.”

BY ORDER OF THE BOARD

Sanjay Loyalka Company Secretary

Dated: 21 October 2016

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NOTES AND VOTING INSTRUCTIONS

How to Vote

Members can vote in one of two ways:

1. By attending the AGM and voting in person or by attorney or, in the case of corporate members, by corporate representative; or

2. By appointing a proxy to attend the AGM and vote on their behalf by using the proxy form enclosed with this Notice of AGM.

Voting in Person or by Attorney

Members are asked to arrive at the venue from 11.15am (WST) to allow for registration for the AGM.

To help facilitate registration, please bring the proxy form enclosed with this Notice of AGM.

An individual attending the AGM as corporate representative must present satisfactory evidence of his or her appointment to attend on the Company’s behalf, unless previously lodged with the Company or the Company’s Share Registry (the Share Registry). Attorneys should bring with them original or certified copies of the power of attorney under which they have been authorised to attend and vote at the AGM, unless previously lodged with the Company or the Share Registry.

Voting by Proxy

• A member entitled to attend and vote is entitled to appoint a proxy or, if the member is entitled to cast two or more votes at the meeting, appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Each proxy will have the right to vote and to speak at the AGM.

• Where a member appoints two proxies or attorneys to vote at the AGM and the authority of one is not conditional on the other failing to attend or vote, the following rules apply:

– the appointment is of no effect and a proxy or attorney may not vote unless each proxy or attorney, as the case may be, is appointed to represent a specified proportion of the member’s voting rights;

– On a show of hands, neither proxy or attorney may vote; and

– On a poll, each proxy or attorney may only exercise the voting rights the proxy or attorney represents.

• A proxy, attorney or representative may be a member of the Company but does not have to be a member.

• A proxy form appointing a proxy or a document appointing an attorney may direct the manner in which the proxy or attorney is to vote in respect of a particular resolution and, where the form or document so provides, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the form or document.

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• Members who complete and return their proxy form but do not nominate the identity of the proxy will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the AGM, the Chairman of the Meeting will act in place of the nominated proxy. In each case, the Chairman of the Meeting will vote in accordance with any voting directions specified by the member in the proxy form or, where the member does not specify any voting instruction in the proxy form for an item of business, in accordance with the voting intentions of the Chairman of the Meeting in respect of undirected proxies set out below.

• If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Item 1 (Remuneration Report) by marking either “For”, “Against” or “Abstain” on the proxy form for each of those items of business.

Undirected Proxies

• If a member entitled to vote appoints the Chairman of the Meeting as their proxy and the member does not direct the Chairman of the Meeting how to vote on Item 1, the member may authorise the Chairman of the Meeting in respect of that item to exercise the proxy notwithstanding that item is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel. Further details are contained on the proxy form distributed with the Notice of AGM.

• Where the Chairman of the Meeting is appointed as proxy for a member entitled to vote, the Chairman of the Meeting will (where authorised) vote all undirected proxies IN FAVOUR of all of the proposed resolutions to be considered at the AGM , subject to any voting exclusions (see paragraph below ). Accordingly, if you appoint the Chairman of the Meeting as your proxy and wish to vote differently to how the Chairman of the Meeting intends to vote on any of the items, you must mark “For”, “Against” or “Abstain” on the proxy form for the relevant item of business.

VOTING EXCLUSIONS

Resolution 1

The Company will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member; or

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of such a member.

However, the Company need not disregard a vote cast on Resolutions 1 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 a direction on the proxy form to vote as the proxy decides.

Lodgement of Proxy Forms

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 or sent by facsimile transmission to the registered office of Shree Minerals Limited at UNIT 2 , The Pines Business Centre, 88 Forrest Street, Cottesloe, WA 6011, facsimile number +61 8 93855194 , not less than 48 hours before the time for holding

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the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote i.e. 27[th] Nov 2016 ,11.30 am (WST).

Proxy forms or proxy voting instructions received after this time will be invalid.

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 may, but need not, be a Shareholder of Shree Minerals Limited.

In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.

A proxy form is attached to this Notice.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 4.00 pm WST on Sunday, 27[th] November 2016. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

In accordance with the Corporations Act 2001 for the resolutions to be effective:

• the resolutions must be passed at a General Meeting of which not less than 28 clear days written notice specifying the intention to propose the resolutions has been given (satisfied by this Notice);

• in the case of ordinary resolutions, must be passed by more than 50% of all the votes cast by shareholders of the Company present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative); and

• in the case of special resolutions, must be passed by more than 75% of all the votes cast by shareholders of the Company present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative)

On a show of hands every shareholder has one vote, and on a poll, every shareholder has one vote for each fully paid share.

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SHREE MINERALS LIMITED ACN 130 618 683

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of Shree Minerals Limited (" Shree " or " Company ") in connection with the business to be conducted at the Annual General Meeting of shareholders to be held at Unit 2, The Pines Business Centre, 88 Forrest Street, Cottesloe, Western Australia 6011 on Tuesday, 29[th] November 2016 commencing at 11:30 am (WST).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

1. FINANCIAL REPORT

• The first item of the Notice of Annual General Meeting deals with the presentation of the Financial Report and the Reports of the Directors and Auditor of the Company for the year ended 30[th] June 2016. Elements of the Financial Report are detailed in the Audit Report of the Annual Report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

• No resolution is required to be moved in respect of this item.

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

• Pursuant to the introduction of CLERP 9 from 1 July 2004 the directors of Shree Minerals Limited have elected to adopt and present, for shareholder consideration, the Remuneration Report which forms part of the Directors’ Report included in the 2016 Annual Report.

• Details of director and executive remuneration are clearly explained in the Remuneration Report contained in the Annual Report. The resolution on the Remuneration Report is advisory only and in no way binds the directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

3. RESOLUTION 2 – RE ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr. Rajesh Bothra retires by rotation, is eligible for re-election and offers himself for re-election as a director.

4. RESOLUTION 3 – RE ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr. Sanjay Loyalka retires by rotation, is eligible for re-election and offers himself for re-election as a director

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5. RESOLUTION 4 – APPOINTMENT OF AUDITOR

As part of corporate cost review, it was concluded that the Company is a junior exploration & mining company with its asset/ activity under care & maintenance due to commodity price cycle & the need to conserve resources therein. Hence it is more appropriate for us to use services of an Audit firm which would align with our size & scale. Consequently , on 8th February 2016 , the Company requested previous auditor Grant Thornton Audit Pty Ltd (“GT”) to apply to ASIC under section 329(5) of the Corporations Act for consent to resign as auditor of the company. Having received consent of ASIC, GT tendered their resignation on 17th March 2016 and Stantons International Audit and Consulting Pty Ltd (“Stantons”) was appointed as auditor to fill the casual vacancy.

In accordance with section 327C of the Corporations Act, Stantons holds office until Shree’s next annual general meeting. The Company is therefore seeking shareholder approval for the re-appointment of Stantons as auditor of Shree with effect from the close of the meeting.

In accordance with section 328B of the Corporations Act which requires a member of the company to nominate the auditor, Rashmi Loyalka has nominated Stantons. Rashmi is Shree’s Manager - Finance & Commercial. A copy of the nomination of Stantons is included in this notice of meeting as required by the Corporations Act. Stantons has given its consent to act as the Company’s auditor.

6. QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

• In accordance with the Corporations Act 2001, a reasonable opportunity will be given to shareholders to ask questions about or to make comments on the management of Shree Minerals Limited at the meeting.

• Similarly a reasonable opportunity will be given to shareholders to ask the external auditor, questions relevant to:

• i. the conduct of the audit;

• ii. the preparation and content of the auditor’s report;

• iii. the accounting policies adopted in relation to the preparation of the Company’s Financial Statements, and;

• iv. The independence of the auditor in relation to the conduct of the audit.

• Shareholders may also submit relevant written questions to the auditor. These must be received by mail or facsimile at the Company’s registered office by no later than 5.00 pm WST on Tuesday, 22[nd] November 2016 .

7. GLOSSARY OF TERMS

In this Explanatory Memorandum and Notice of Annual General Meeting the following expressions have the following meanings:

" ANNUAL REPORT " means the Annual Report dated 30 June 2016. The Annual Report is available on request from the company directly or is available for download on www.shreeminerals.com

" ASX " means Australian Securities Exchange Limited.

" Board " means the Board of Directors.

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" Company " or " Shree " means Shree Minerals Limited ACN 130 618 683.

" Constitution " means the constitution of Shree Minerals Limited from time to time.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " means the Directors of Shree Minerals Limited from time to time.

" Explanatory Memorandum " means the explanatory memorandum that accompanies and forms part of this Notice.

" Meeting " or " Annual General Meeting " means the annual general meeting of Shareholders convened by this Notice.

" Notice " or " Notice of Annual General Meeting " means the notice of annual general meeting which accompanies this Explanatory Memorandum.

" Resolution " means a resolution referred to in the Notice of Annual General Meeting.

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

" Shareholder " means a person who is entered in the Company's register as a holder of Shares as at 4.00pm (WST) on 27[th] November 2016.

" WST " means western standard time.

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10 October 2016

The Directors Shree Minerals Ltd Unit 2, The Pines Business Centre 88 Forrest Street Cottesloe, WA 6011

Re: Nomination of Stantons International Audit and Consulting Pty Ltd as auditor of Shree Minerals Limited

I, Rashmi Loyalka, being a member of Shree Minerals Limited, pursuant to section 328B of the Corporations Act 2001, nominate Stantons International Audit and Consulting Pty Ltd as auditor of Shree Minerals Limited, at the next annual general meeting of Shree Minerals Limited.

Yours sincerely

Rashmi Loyalka

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All Correspondence to:

 By Mail Shree Minerals Limited Unit 2 , The Pines business Centre Cottesloe WA 6011 Australia  By Fax: +61 8 9385 5194

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:30am (WST) SUNDAY 27[TH] NOVEMBER 2016.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered security holder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the security holder.

Joint Holding : where the holding is in more than one name, all the security holders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:30 Am (WST) on SUNDAY, 27[th] November 2016. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged by:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that 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 may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

 By Fax + 61 8 9385 5194  By Mail Shree Minerals Limited Unit 2, The Pines Business centre 88 Forest Street Cottesloe WA 6011  In Person Shree Minerals Limited Unit 2, The Pines Business centre 88 Forest Street Cottesloe WA 6011

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Shree Minerals Limited

ACN 130 618 683

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Security holders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Shree Minerals Limited and entitled to attend and vote hereby appoint

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Appoint the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Annual General Meeting of Shree Minerals Limited to be held at the Unit 2 , The Pines Business Centre, 88 Forrest Street , Cottesloe , Western Australia 6011 on Tuesday, 29[th] November 2016, commencing at 11.30 am (WST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chairman authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of this resolution even though resolution 1 is connected with the remuneration of a member of key management personnel for Shree Minerals Limited.

The Chairman of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution1). If you wish to appoint the Chairman of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of the Remuneration Report Resolution 2 Re-election of Mr Rajesh Bothra as a Director of the Company Resolution 3 Re-election of Mr Sanjay Loyalka as a Director of the Company Resolution 4 Appointment of Stantons International Audit and Consulting Pty Ltd , as auditors of the Company

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STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2016