CAULDRON ENERGY LIMITED - Proxy Solicitation & Information Statement 2020

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CAULDRON ENERGY LTD ABN 22 102 912 783

NOTICE OF GENERAL MEETING

TIME : 11:00am (WST) DATE : Tuesday, 11 August 2020 PLACE : Unit 47, Level 1, 1008 Wellington Street, West Perth, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on +61 8 6117 3860.

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Notice of General Meeting (setting out the proposed Resolutions)

Explanatory Statement (explaining the proposed Resolutions)

Glossary Corporate Representative Form

Proxy Form

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

The Meeting will be held at Unit 47, Level 1, 1008 Wellington Street, West Perth, Western Australia on Tuesday, 11 August 2020 at 11:00am (WST).

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding in the Company, and your vote is important. Please take action by voting in person or by proxy.

VOTING ELIGIBILITY

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the persons eligible to vote at the Meeting are those who are registered Shareholders at 11:00am (WST) on Friday, 7 August 2020. Shareholders registered after that time will be disregarded in determining eligibility to attend and vote at the Meeting.

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the time and place specified.

Under section 250D of the Corporations Act, a corporate Shareholder may appoint an individual as a representative to attend the Meeting and vote in person. If a corporate representative attends the Meeting, a completed and signed Corporate Representative Form must be produced prior to admission. Blank copies of the form accompany this Notice of Meeting.

VOTING BY PROXY

To vote by proxy, please complete and sign the Proxy Form and return it to the Company’s share registers, Advanced Share Registry Limited, by:

on-line at www.advancedshare.com/investor-login;

post to Advanced Share Registry Limited, 110 Stirling Highway, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909;

email to [email protected]; or

hand to Advanced Share Registry Limited, 110 Stirling Highway, Nedlands WA 6009,

so that it is received by no later than 11:00am (WST) on Friday, 7 August 2020.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders will be held at Unit 47, Level 1, 1008 Wellington Street, West Perth, Western Australia on Tuesday, 11 August 2020 at 11:00am (WST).

The Explanatory Statement, which forms part of this Notice of Meeting, provides additional information on matters to be considered at the Meeting.

Terms and abbreviations used in this Notice of Meeting and the Explanatory Statement are defined in the Glossary.

AGENDA

SPECIAL BUSINESS

1. Resolution 1 – Ratification of December 2019 Placement

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

“That the issue of 13,666,795 Shares and 6,833,395 Options pursuant to the December 2019 Placement is approved under and for the purposes of Listing Rule 7.4.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the December 2019 Placement or their Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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2. Resolution 2 – Ratification of March 2020 Placement

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

“That the issue of 33,333,332 Shares and 16,666,666 Options pursuant to the March 2020 Placement is approved under and for the purposes of Listing Rule 7.4.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the March 2020 Placement or their Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Issue of Securities for Blackwood Gold Project

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

“That the issue of 17,000,000 Shares and 16,000,000 Options to Blackwood (or its nominees) pursuant to the Blackwood JV Agreement is approved under and for the purposes of Listing Rule 7.1.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Blackwood or its Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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4. Resolution 4 – Adoption of Performance Rights Plan

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

“That the adoption of the Performance Rights Plan is approved under and for the purposes of Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b).”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any Director who is eligible to participate in the Performance Rights Plan or their Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 – Issue of Related Party Rights to Mr Simon Youds

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

“That, subject to Resolution 4 being passed, the issue of up to 4,000,000 Related Party Rights to Mr Simon Youds (or his nominee) is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Simon Youds or his Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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6. Resolution 6 – Issue of Related Party Rights to Mr Jess Oram

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

“That, subject to Resolution 4 being passed, the issue of up to 2,000,000 Related Party Rights to Mr Jess Oram (or his nominee) is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Jess Oram or his Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolution 7 – Issue of Related Party Rights to Mr Qiu Derong

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

“That, subject to Resolution 4 being passed, the issue of up to 1,000,000 Related Party Rights to Mr Qiu Derong (or his nominee) is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Qiu Derong or his Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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8. Resolution 8 – Issue of Related Party Rights to Ms Judy Li

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

“That, subject to Resolution 4 being passed, the issue of up to 1,000,000 Related Party Rights to Ms Judy Li (or her nominee) is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Judy Li or her Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

9. Resolution 9 – Issue of Related Party Rights to Mr Chenchong Zhou

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

“That, subject to Resolution 4 being passed, the issue of up to 1,000,000 Related Party Rights to Mr Chenchong Zhou (or his nominee) is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Chenchong Zhou or his Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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10. Resolution 10 – Adoption of Employee Option Plan

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

“That the adoption of the Employee Option Plan is approved under and for the purposes of Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b).”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Employee Option Plan or their Associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way: or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

GENERAL BUSINESS

To transact any other business that may be properly brought before the Meeting.

By order of the Board

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Michael Fry Company Secretary 3 July 2020

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EXPLANATORY STATEMENT

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

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.

The Explanatory Statement should be read in conjunction with the Notice of Meeting.

1. Resolution 1 – Ratification of December 2019 Placement

1.1 General

On 23 December 2019 ( December 2019 Issue Date ), the Company issued a total of 13,666,795 Shares at $0.015 each, together with one (1) free attaching Option for every two (2) Shares issued, to raise $205,002 pursuant to a placement to investors under sections 708(1) and 708(8) of the Corporations Act ( December 2019 Placement ).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The December 2019 Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the December 2019 Issue Date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 1 seeks shareholder approval for the December 2019 Placement under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the December 2019 Placement will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the December 2019 Issue Date.

If Resolution 1 is not passed, the December 2019 Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the December 2019 Issue Date.

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1.2 Technical information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

(a) the Shares and Options issued pursuant to the December 2019 Placement were issued to the persons specified in section 1.3, who are not related parties of the Company;
(b) 13,666,795 Shares and 6,833,395 Options were issued;
(c) the material terms of the Options issued pursuant to the December 2019 Placement are set out in Schedule 1;
(d) the Shares and Options issued pursuant to the December 2019 Placement were issued on 23 December 2019;
(e) the issue price of each Share was $0.015, raising a total of $205,002 (before costs). The issue price of the Options was nil; and
(f) funds raised pursuant to the December 2019 Placement were used to fund costs associated with the acquisition of interests in the Company’s Victorian goldfields projects, holding costs associated with existing projects, and for general working capital.

1.3 Recipients

Recipients
Name	Shares	Options
Emma Hart Enterprises Pty Ltd ATF Lisfait Personal Trust	629,666	314,833
Doone Lee McDougall	3,778,000	1,889,000
Gorrean Investments Pty Ltd	666,666	333,333
David McDougall	333,133	166,566
Mojosin Pty Ltd ATF McDougall-Bianchin Family Trust	629,666	314,833
Good Earth Investments Pty Ltd	629,666	314,833
Stuart McDougall	666,666	333,333
Blackwood Gold Mines Pty Ltd	2,333,533	1,166,766
Alan Fraser	333,133	166,566
Jennifer Wood & Terry Wood	333,333	166,666
WJ Armstrong Superfund Pty Ltd Constructions (Vic) Employee Superannuation Fund A/C>	3,333,333	1,666,666
Totals	13,666,795	6,833,395

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2. Resolution 2 – Ratification of March 2020 Placement

2.1 General

On 24 March 2020 ( March 2020 Issue Date ), the Company issued a total of 33,333,332 Shares at $0.015 each, together with one (1) free attaching Option for every two (2) Shares issued, to raise $500,000 pursuant to a placement to investors under sections 708(1) and 708(8) of the Corporations Act ( March 2020 Placement ).

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company sought and obtained shareholder approval for the additional 10% placement capacity under Listing Rule 7.1A at its annual general meeting held on 27 November 2019. The approval is valid for 12 months from the date on which shareholder approval was obtained or until the date of the next annual general meeting, whichever occurs first.

The March 2020 Placement does not fit within any of the exceptions in Listing Rule 7.1 and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 25% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the March 2020 Issue Date.

To this end, Resolution 2 seeks shareholder approval for the March 2020 Placement under and for the purposes of Listing Rule 7.4.

If Resolution 2 is passed, the March 2020 Placement will be excluded in calculating the Company’s 25% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the March 2020 Issue Date.

If Resolution 2 is not passed, the March 2020 Placement will be included in calculating the Company’s 25% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the March 2020 Issue Date.

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2.2 Technical information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 2:

(a) the Shares and Options issued pursuant to the March 2020 Placement were issued to the persons specified in section 2.3, who are not related parties of the Company;
(b) 33,333,332 Shares and 16,666,666 Options were issued;
(c) the material terms of the Options issued pursuant to the March 2020 Placement are set out in Schedule 2;
(d) the Shares and Options issued pursuant to the March 2020 Placement were issued on 24 March 2020;
(e) the issue price of each Share was $0.015, raising a total of $500,000 (before costs). The issue price of the Options was nil; and
(f) funds raised pursuant to the March 2020 Placement will be used to fund exploration activity at the Company’s Victorian goldfields projects, holding costs associated with existing projects, and for general working capital.

2.3 Recipients

Recipients
Name	Shares	Options
Peter Pinto	1,333,333	666,667
Sams Watchmaker Jeweller Pty Ltd ATF the Sams Watchmaker Jeweller Pty Ltd Superannuation Fund	600,000	300,000
Qui De Kang	30,000,000	15,000,000
Baamo Pty Ltd	600,000	300,000
Frederick Mack	666,666	333,333
Sebastian Frederick Mack	66,666	33,333
Ann Mary Fry ATF the Fry Superannuation Fund	66,667	33,333
Totals	33,333,332	16,666,666

3. Resolution 3 – Issue of Securities for Blackwood Gold Project

3.1 Background

On 13 March 2020, the Company and Blackwood entered into the Blackwood JV Agreement.

Pursuant to the Blackwood JV Agreement, the Company and Blackwood have agreed to establish an incorporated joint venture to explore and develop mineral deposits at Blackwood’s tenements in the Central Victorian Goldfields ( Blackwood Gold Project ).

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The establishment of the joint venture is subject to various conditions precedent being satisfied, including the Company obtaining Shareholder approval for the issue of the following securities to Blackwood (or its nominees) as consideration for the acquisition of its initial 51% interest in the Blackwood Gold Project:

(a) 17,000,000 Shares; and
(b) 16,000,000 Options (comprising 10,000,000 Class A Options and 6,000,000 Class B Options),

(together the Blackwood Securities ).

Under the terms of the Blackwood JV Agreement, the Company can acquire up to an 80% interest in the Blackwood Gold Project in stages by sole funding all exploration expenditure until a decision to mine is made based on a feasibility study, or production from mining operations exceeds 10,000 ounces of gold in any financial year.

The Company will be the manager of the joint venture but may withdraw from it before a decision to mine is made based on a feasibility study, or production from mining operations exceeds 10,000 ounces of gold in any financial year. If the Company withdraws from the joint venture, its interest in the Blackwood Gold Project will fall to 40% and it will no longer be required to sole fund all exploration expenditure.

Once the Company has acquired an 80% interest in the Blackwood Gold Project, the Company and Blackwood must contribute to all mining costs pro rata to their respective interests in the Blackwood Gold Project. Blackwood can also elect to convert its remaining 20% interest into a 0.5% net smelter royalty.

3.2 General

The Company proposes to issue the Blackwood Securities under the Blackwood JV Agreement ( Blackwood Issue ).

The Blackwood Issue does not fit within any of these exceptions. While the Blackwood Issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the Blackwood Issue under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

To this end, Resolution 3 seeks shareholder approval for the Blackwood Issue under and for the purposes of Listing Rule 7.1.

If Resolution 3 is passed, the Blackwood Issue can proceed without using up any of the Company’s 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

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If Resolution 3 is not passed, the Blackwood Issue will not proceed and the Blackwood JV Agreement will terminate in accordance with its terms.

3.3 Technical information required by Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the Blackwood Securities will be issued to Blackwood (or its nominees), who are not related parties of the Company;
(b) 17,000,000 Shares and 16,000,000 Options will be issued;
(c) the material terms of the Options to be issued are set out in Schedule 3;
(d) the Blackwood Securities will be issued no later than 3 months after the date of the Meeting;
(e) the deemed issue price of each Share is $0.015, representing a total value of $255,000. The issue price of the Options is nil;
(f) no funds will be raised from the issue of the Blackwood Securities. The Blackwood Securities will be issued as consideration for the acquisition of the Company’s initial 51% interest in the Blackwood Gold Project; and
(g) a summary of the material terms of the Blackwood JV Agreement is set out in section 3.1.

4. Resolution 4 – Adoption of Performance Rights Plan

4.1 Background

The Company proposes to adopt an employee incentive scheme for eligible Directors titled “Performance Rights Plan” ( Performance Rights Plan ).

The purpose of the Performance Rights Plan is to assist in the reward, retention and motivation of Directors who are eligible to participate in the Performance Rights Plan. Further, the Company considers that the Performance Rights Plan will, among other things:

(a) link the reward of eligible participants to performance and the creation of Shareholder value;
(b) align the interests of eligible participants more closely with the interests of Shareholders by providing an opportunity for eligible participants to receive Shares;
(c) provide eligible participants with the opportunity to share in any future growth in value of the Company; and
(d) provide greater incentive for eligible participants to focus on the Company’s longer-term goals.

No Performance Rights have previously been issued under the Performance Rights Plan, however it is proposed that the Related Party Rights will be issued to related

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parties of the Company pursuant to Resolutions 5, 6, 7, 8 and 9 following Shareholder approval.

A summary of the material terms of the Performance Rights Plan is set out in Schedule 4.

4.2 General

Listing Rule 7.2 provides a number of exceptions where equity securities can be issued without the 15% limit applying. Listing Rule 7.2 (Exception 13(b)) provides that an issue of securities under an employee incentive scheme is an exception to the 15% limit set out in Listing Rule 7.1 if, within 3 years before the issue date, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme.

The Performance Rights Plan is an employee incentive scheme for the purposes of Listing Rule 7.2 Exception 13(b).

To this end, Resolution 4 seeks shareholder approval for the adoption of the Performance Rights Plan under and for the purposes of Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b).

If Resolution 4 is passed, the Company will be permitted to issue Performance Rights over a period of 3 years without using up any of the Company’s 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1, but will still require shareholder approval to issue Performance Rights to Directors under Listing Rule 10.14.

If Resolution 4 is not passed, the Company cannot simply issue Performance Rights to eligible Directors by utilising its Listing Rule 7.1 placement capacity. Rather, such an issue would be subject to shareholder approval under Listing Rule 10.11 (which is an exception to Listing Rule 7.1 under Listing Rule 7.2 Exception 1).

5. Resolutions 5, 6, 7, 8 and 9 – Issue of Related Party Rights to Participating Directors

5.1 General

The Company is proposing to issue up to:

(a) 4,000,000 Related Party Rights to Mr Simon Youds pursuant to Resolution 5 ( Youds Issue );
(b) 2,000,000 Related Party Rights to Mr Jess Oram pursuant to Resolution 6 ( Oram Issue );
(c) 1,000,000 Related Party Rights to Mr Qiu Derong pursuant to Resolution 7 ( Derong Issue );
(d) 1,000,000 Related Party Rights to Ms Judy Li pursuant to Resolution 8 ( Li Issue ); and

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(e) 1,000,000 Related Party Rights to Mr Chenchong Zhou pursuant to Resolution 9 ( Zhou Issue ),

(collectively the “ Issues ”).

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

(a) a director of the company (Listing Rule 10.14.1);
(b) an Associate of a director of the company (Listing Rule 10.14.2); or
(c) a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders (Listing Rule 10.14.3),

unless it obtains the approval of its shareholders.

Each of the Issues fall within Listing Rule 10.14.1 above and therefore require the approval of Shareholders under Listing Rule 10.14.

Resolutions 5, 6, 7, 8 and 9 seek the required shareholder approval to the Issues under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

If Resolution 5 is passed, the Company will be able to proceed with the Youds Issue which has the potential to increase the number of Shares on issue from 376,289,835 to 380,289,835 (assuming all vesting conditions attached to the relevant Related Party Rights are satisfied and the relevant Related Party Rights vest and are exercised, and no other Shares are issued), with the effect that the shareholdings of existing Shareholders will be diluted by approximately 1.06%. If Resolution 5 is not passed, the Company will not be able to proceed with the Youds Issue and the potential increase in the number of Shares on issue and consequential dilution of existing shareholdings will not occur.

If Resolution 6 is passed, the Company will be able to proceed with the Oram Issue which has the potential to increase the number of Shares on issue from 376,289,835 to 378,289,835 (assuming all vesting conditions attached to the relevant Related Party Rights are satisfied and the relevant Related Party Rights vest and are exercised, and no other Shares are issued), with the effect that the shareholdings of existing Shareholders will be diluted by approximately 0.53%. If Resolution 6 is not passed, the Company will not be able to proceed with the Oram Issue and the potential increase in the number of Shares on issue and consequential dilution of existing shareholdings will not occur.

If Resolution 7 is passed, the Company will be able to proceed with the Derong Issue which has the potential to increase the number of Shares on issue from 376,289,835 to 377,289,835 (assuming all vesting conditions attached to the relevant Related Party Rights are satisfied and the relevant Related Party Rights vest and are exercised, and no other Shares are issued), with the effect that the shareholdings of existing Shareholders will be diluted by approximately 0.27%. If Resolution 7 is not passed, the Company will not be able to proceed with the Derong Issue and the potential increase in the number of Shares on issue and consequential dilution of existing shareholdings will not occur.

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If Resolution 8 is passed, the Company will be able to proceed with the Li Issue which has the potential to increase the number of Shares on issue from 376,289,835 to 377,289,835 (assuming all vesting conditions attached to the relevant Related Party Rights are satisfied and the relevant Related Party Rights vest and are exercised, and no other Shares are issued), with the effect that the shareholdings of existing Shareholders will be diluted by approximately 0.27%. If Resolution 8 is not passed, the Company will not be able to proceed with the Li Issue and the potential increase in the number of Shares on issue and consequential dilution of existing shareholdings will not occur.

If Resolution 9 is passed, the Company will be able to proceed with the Zhou Issue which has the potential to increase the number of Shares on issue from 376,289,835 to 377,289,835 (assuming all vesting conditions attached to the relevant Related Party Rights are satisfied and the relevant Related Party Rights vest and are exercised, and no other Shares are issued), with the effect that the shareholdings of existing Shareholders will be diluted by approximately 0.27%. If Resolution 9 is not passed, the Company will not be able to proceed with the Zhou Issue and the potential increase in the number of Shares on issue and consequential dilution of existing shareholdings will not occur.

The Related Party Rights are to be issued under the Performance Rights Plan subject to Shareholder approval of the Performance Rights Plan pursuant to Resolution 4. A summary of the material terms of the Performance Rights Plan is set out in Schedule 4.

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

For the purposes of Chapter 2E of the Corporations Act, the issue of Related Party Rights constitutes giving a financial benefit, and the Participating Directors are related parties of the Company by virtue of being Directors.

It is the view of the Directors that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Related Party Rights to the Participating Directors.

5.2 Technical information required by Chapter 2E of the Corporations Act and Listing Rule 10.15

In accordance with the requirements of section 219 of the Corporations Act and Listing Rule 10.15, the following information is provided in relation to the proposed issue of Related Party Rights to the Participating Directors:

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(a) the related parties to whom Resolutions 5, 6, 7, 8 and 9 would permit financial benefits to be given are Mr Simon Youds, Mr Jess Oram, Mr Qiu Derong, Ms Judy Li and Mr Chenchong Zhou respectively;
(b) each of the Participating Directors is a related party of the Company by virtue of being a Director and therefore falls within Listing Rule 10.14.1;
(c) participation in the Performance Rights Plan is open to the persons detailed in paragraph (a) of Schedule 4, which includes the Participating Directors;
(d) the maximum number of Related Party Rights to be issued to the Participating Directors is:
(i) 4,000,000 Related Party Rights to Mr Simon Youds;
(ii) 2,000,000 Related Party Rights to Mr Jess Oram;
(iii) 1,000,000 Related Party Rights to Mr Qiu Derong;
(iv) 1,000,000 Related Party Rights to Ms Judy Li; and
(v) 1,000,000 Related Party Rights to Mr Chenchong Zhou;
(e) the Related Party Rights will be issued to the Participating Directors no later than 12 months after the date of the Meeting (or such later date as is permitted by any ASX waiver or modification of the Listing Rules), and it is anticipated that the Related Party Rights will be issued on one date;
(f) the Related Party Rights will be issued for nil cash consideration. No consideration will be payable upon the vesting or exercise of the Related Party Rights. Accordingly, no loans will be made in relation to, and no funds will be raised, from the issue, vesting or exercise of the Related Party Rights;
(g) no Related Party Rights have previously been issued to the Participating Directors;
(h) a summary of the material terms of the Related Party Rights is set out in Schedule 5. The Shares to be issued upon exercise of any vested Related Party Rights will rank pari passu with existing Shares;
(i) the value of the Related Party Rights, being the financial benefits to be given to the Participating Directors, and the pricing methodology is set out in Schedule 6;
(j) the relevant interests of the Participating Directors in the securities of the Company are set out below:

Director	Shares	Options
Mr Simon Youds	4,172,864	-
Mr Jess Oram	-	-
Mr Qiu Derong	47,544,710	-
Ms Judy Li	-	-

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Mr Chenchong Zhou - -

(k) the remuneration and emoluments from the Company to the Participating Directors for both the current financial year and the previous financial year are set out below:

are set out below:
Director	FY 2019	FY 2020
Mr Simon Youds	12,000	48,000
Mr Jess Oram	250,742	237,122
Mr Qiu Derong	36,000	36,000
Ms Judy Li	36,000	36,000
Mr Chenchong Zhou	36,000	36,000

(l) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

Trading	Share Price	Date
Highest	0.028	21 May 2020
Lowest	0.010	23 March 2020
Last	0.027	22 May 2020

(m) the primary purpose of the issue of the Related Party Rights to the Participating Directors is to provide a performance linked incentive component in the remuneration package to motivate performance and reward the achievement of vesting conditions within a specified period. The Board considers this to be a cost-effective remuneration practice which is reasonable given that the vesting conditions will align the interests of the Participating Directors with those of Shareholders. The Board does not consider that there are any significant opportunity costs to the Company, or benefits foregone by the Company, in issuing the Related Party Rights on the terms proposed;
(n) the Directors (excluding the relevant Participating Director) recommend that Shareholders vote in favour of Resolutions 5, 6, 7, 8, and 9 for the reasons set out in paragraph (m) above. In forming their recommendations, each Director also considered the experience of the Participating Directors, and the existing and proposed contribution of the Participating Directors to the Company;
(o) Mr Simon Youds declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution as the proposed recipient of 4,000,000 Related Party Rights. Mr Youds did not vote on the Youds Issue at the relevant Board meeting;
(p) Mr Jess Oram declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome

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of the Resolution as the proposed recipient of 2,000,000 Related Party Rights. Mr Oram did not vote on the Oram Issue at the relevant Board meeting;

(q) Mr Qiu Derong declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution as the proposed recipient of 1,000,000 Related Party Rights. Mr Derong did not vote on the Derong Issue at the relevant Board meeting;
(r) Ms Judy Li declines to make a recommendation to Shareholders in relation to Resolution 8 due to her material personal interest in the outcome of the Resolution as the proposed recipient of 1,000,000 Related Party Rights. Ms Li did not vote on the Li Issue at the relevant Board meeting;
(s) Mr Chenchong Zhou declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution as the proposed recipient of 1,000,000 Related Party Rights. Mr Zhou did not vote on the Zhou Issue at the relevant Board meeting;
(t) save as set out in this Explanatory Statement, the Board is not aware of any other information that would reasonably be required by Shareholders in order to decide whether or not it is in the best interests of the Company to pass Resolutions 5, 6, 7, 8, and 9;
(u) details of any Related Party Rights issued under the Performance Rights Plan will be published in the Company’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
(v) any additional persons covered by Listing Rule 10.14 who become entitled to participate in any issue of Related Party Rights after any or all of Resolutions 5, 6, 7, 8, or 9 are approved, and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14.

6. Resolution 10 – Adoption of Employee Option Plan

6.1 Background

The Company proposes to adopt an employee incentive scheme for eligible employees titled “Employee Option Plan” ( Employee Option Plan ).

The purpose of the Employee Option Plan is to assist in the reward, retention and motivation of employees of the Company who are eligible to participate in the Employee Option Plan. Further, the Company considers that the Employee Option Plan will, among other things:

(a) link the reward of eligible participants to performance and the creation of Shareholder value;

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(b) align the interests of eligible participants more closely with the interests of Shareholders by providing an opportunity for eligible participants to receive Shares;
(c) provide eligible participants with the opportunity to share in any future growth in value of the Company; and
(d) provide greater incentive for eligible participants to focus on the Company’s longer-term goals.

No Employee Options have previously been issued under the Employee Option Plan.

A summary of the material terms of the Employee Option Plan is set out in Schedule 7.

6.2 General

The Employee Option Plan is an employee incentive scheme for the purposes of Listing Rule 7.2 Exception 13(b).

To this end, Resolution 10 seeks shareholder approval for the adoption of the Employee Option Plan under and for the purposes of Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b).

If Resolution 10 is passed, the Company will be permitted to issue Employee Options over a period of 3 years without using up any of the Company’s 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

If Resolution 10 is not passed, the Company can still issue Employee Options but such issues will reduce, to that extent, the Company’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for 12 months following the issue.

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GLOSSARY

Associate has the meaning given by section 12 of the Corporations Act as if section 12(1) included a reference to the Explanatory Statement and the Company was the designated body.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

Blackwood means Blackwood Gold Mines Pty Ltd (ABN 17 064 316 650).

Blackwood Gold Project has the meaning given in section 3.1 of the Explanatory Statement.

Blackwood JV Agreement means the joint venture agreement dated 13 March 2020 between the Company and Blackwood.

Blackwood Securities has the meaning given in section 3.1 of the Explanatory Statement.

Board means the board of Directors as constituted from time to time.

Chair means the chair of the Meeting.

Class A Option means an option to subscribe for a Share on the terms and conditions set out in Schedule 3.

Class B Option means an option to subscribe for a Share on the terms and conditions set out in Schedule 3.

Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 edition) prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, and Minerals Council of Australia.

Company means Cauldron Energy Ltd (ABN 22 102 912 783).

Corporate Representative Form means the corporate representative form accompanying this Notice of Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

December 2019 Placement has the meaning given in section 1.1 of the Explanatory Statement.

Directors means the directors of the Company from time to time and Director means any one of them.

Employee Option means an option to subscribe for a Share under the Employee Option Plan.

Employee Option Plan has the meaning given in section 6.1 of the Explanatory Statement.

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

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Gross Proceeds , in relation to a financial year, means the gross proceeds received by the Company from the sale of minerals as reported in the Company’s audited financial statements for that year.

Listing Rules means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

March 2020 Placement has the meaning given in section 2.1 of the Explanatory Statement.

Meeting means the General Meeting of Shareholders to be held at Unit 47, Level 1, 1008 Wellington Street, West Perth, Western Australia on Tuesday, 11 August 2020 at 11:00am (WST).

Notice of Meeting means this notice of general meeting, including the Explanatory Statement.

Official List means the official list of entities that ASX has admitted and not removed.

Option means an option to subscribe for a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Participating Directors means Mr Simon Youds, Mr Jess Oram, Mr Qiu Derong, Ms Judy Li, and Mr Chenchong Zhou.

Performance Right means a right to subscribe for a Share under the Performance Rights Plan.

Performance Rights Plan has the meaning given in section 4.1 of the Explanatory Statement.

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

Related Party Rights means the Performance Rights to be issued to the Participating Directors pursuant to Resolutions 5, 6, 7, 8 and 9.

Resolutions means the resolutions to be proposed at the Meeting.

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

Shareholder means the holder of a Share.

Special Resolution means a resolution passed by more than 75% of the votes cast at a general meeting of shareholders.

WST means Western Standard Time.

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SCHEDULE 1 – OPTION TERMS (RESOLUTION 1)

Each Option carries the right to subscribe for one Share.
The exercise price of each Option is $A0.03.
Options will lapse on 31 December 2021, and any Options not exercised on or before that date will expire and cease to carry any rights or benefits.
Options may be exercised by the relevant holder ( Holder ) delivering to the Company’s registered office a notice stating the number of Options to be exercised ( Notice ) together with the relevant Option certificate(s) and a cheque (in Australian currency) made payable to the Company for an amount equal to the exercise price for each Option being exercised.
Within 10 Business Days of receipt of a properly executed Notice and all application monies in respect of the Options being exercised, the Company must issue the relevant Shares and deliver notification of shareholdings to the Holder.
The Company must, within 7 days of the date of issue, make application to ASX for quotation of the Shares issued pursuant to an exercise of Options.
Shares issued pursuant to an exercise of Options will, from the date of issue, rank equally with all other Shares on issue.
Options must not be transferred or assigned by the Holder except with the prior written consent of the Company.
Options will not be quoted on ASX.
Subject to any right the Holder may have as a holder of Shares, Holders may only participate in new issues of securities to holders of Shares if Options have been exercised and the relevant Shares issued prior to the record date for determining entitlements to the issue. The Company must give notice to the Holder (as required under the Listing Rules) of any new issues of securities prior to the record date for determining entitlements to the issue.
If there is a bonus issue to holders of Shares ( Bonus Issue ), the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Holder would have received if the Option had been exercised prior to the record date for determining entitlements to the Bonus Issue ( Bonus Shares ). The Bonus Shares will be paid up out of the profits or reserves of the Company in the same manner as is applied in the Bonus Issue and will, from the date of issue, rank equally with all other Shares on issue.
If there is a pro rata issue (other than a Bonus Issue) to holders of Shares during the currency of, and prior to the exercise of, any Options, the exercise price of the Options will be adjusted in the manner provided by the Listing Rules.
If, prior to the expiration of any Options, there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction, or return of capital), the rights of the Holder will be changed to the extent necessary to comply with the Listing Rules.

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SCHEDULE 2 – OPTION TERMS (RESOLUTION 2)

Each Option carries the right to subscribe for one Share.
The exercise price of each Option is $A0.03.
Options will lapse on 31 March 2022, and any Options not exercised on or before that date will expire and cease to carry any rights or benefits.
Options may be exercised by the relevant holder ( Holder ) delivering to the Company’s registered office a notice stating the number of Options to be exercised ( Notice ) together with the relevant Option certificate(s) and a cheque (in Australian currency) made payable to the Company for an amount equal to the exercise price for each Option being exercised.
Within 10 Business Days of receipt of a properly executed Notice and all application monies in respect of the Options being exercised, the Company must issue the relevant Shares and deliver notification of shareholdings to the Holder.
The Company must, within 7 days of the date of issue, make application to ASX for quotation of the Shares issued pursuant to an exercise of Options.
Shares issued pursuant to an exercise of Options will, from the date of issue, rank equally with all other Shares on issue.
Options must not be transferred or assigned by the Holder except with the prior written consent of the Company.
Options will not be quoted on ASX.
Subject to any right the Holder may have as a holder of Shares, Holders may only participate in new issues of securities to holders of Shares if Options have been exercised and the relevant Shares issued prior to the record date for determining entitlements to the issue. The Company must give notice to the Holder (as required under the Listing Rules) of any new issues of securities prior to the record date for determining entitlements to the issue.
If there is a bonus issue to holders of Shares ( Bonus Issue ), the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Holder would have received if the Option had been exercised prior to the record date for determining entitlements to the Bonus Issue ( Bonus Shares ). The Bonus Shares will be paid up out of the profits or reserves of the Company in the same manner as is applied in the Bonus Issue and will, from the date of issue, rank equally with all other Shares on issue.
If there is a pro rata issue (other than a Bonus Issue) to holders of Shares during the currency of, and prior to the exercise of, any Options, the exercise price of the Options will be adjusted in the manner provided by the Listing Rules.
If, prior to the expiration of any Options, there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction, or return of capital), the rights of the Holder will be changed to the extent necessary to comply with the Listing Rules.

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SCHEDULE 3 – OPTION TERMS (RESOLUTION 3)

Class A Options

Each Class A Option carries the right to subscribe for one Share.
The exercise price of each Class A Option is $A0.03.
Class A Options will lapse 2 years after the date of issue, and any Class A Options not exercised on or before that date will expire and cease to carry any rights or benefits.
Class A Options may be exercised by the relevant holder ( Holder ) delivering to the Company’s registered office a notice stating the number of Class A Options to be exercised ( Notice ) together with the relevant Class A Option certificate(s) and a cheque (in Australian currency) made payable to the Company for an amount equal to the exercise price for each Class A Option being exercised.
Within 10 Business Days of receipt of a properly executed Notice and all application monies in respect of the Class A Options being exercised, the Company must issue the relevant Shares and deliver notification of shareholdings to the Holder.
The Company must, within 7 days of the date of issue, make application to ASX for quotation of the Shares issued pursuant to an exercise of Class A Options.
Shares issued pursuant to an exercise of Class A Options will, from the date of issue, rank equally with all other Shares on issue.
Class A Options must not be transferred or assigned by the Holder except with the prior written consent of the Company.
Class A Options will not be quoted on ASX.
Subject to any right the Holder may have as a holder of Shares, Holders may only participate in new issues of securities to holders of Shares if Class A Options have been exercised and the relevant Shares issued prior to the record date for determining entitlements to the issue. The Company must give notice to the Holder (as required under the Listing Rules) of any new issues of securities prior to the record date for determining entitlements to the issue.
If there is a bonus issue to holders of Shares ( Bonus Issue ), the number of Shares over which a Class A Option is exercisable will be increased by the number of Shares which the Holder would have received if the Class A Option had been exercised prior to the record date for determining entitlements to the Bonus Issue ( Bonus Shares ). The Bonus Shares will be paid up out of the profits or reserves of the Company in the same manner as is applied in the Bonus Issue and will, from the date of issue, rank equally with all other Shares on issue.

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If there is a pro rata issue (other than a Bonus Issue) to holders of Shares during the currency of, and prior to the exercise of, any Class A Options, the exercise price of the Class A Options will be adjusted in the manner provided by the Listing Rules.
If, prior to the expiration of any Class A Options, there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction, or return of capital), the rights of the Holder will be changed to the extent necessary to comply with the Listing Rules.

Class B Options

Each Class B Option carries the right to subscribe for one Share.
The exercise price of each Class A Option is $A0.05.
Class B Options will lapse 3 years after the date of issue, and any Class B Options not exercised on or before that date will expire and cease to carry any rights or benefits.
Class B Options may be exercised by the relevant holder ( Holder ) delivering to the Company’s registered office a notice stating the number of Class B Options to be exercised ( Notice ) together with the relevant Class B Option certificate(s) and a cheque (in Australian currency) made payable to the Company for an amount equal to the exercise price for each Class B Option being exercised.
Within 10 Business Days of receipt of a properly executed Notice and all application monies in respect of the Class B Options being exercised, the Company must issue the relevant Shares and deliver notification of shareholdings to the Holder.
The Company must, within 7 days of the date of issue, make application to ASX for quotation of the Shares issued pursuant to an exercise of Class B Options.
Shares issued pursuant to an exercise of Class B Options will, from the date of issue, rank equally with all other Shares on issue.
Class B Options must not be transferred or assigned by the Holder except with the prior written consent of the Company.
Class B Options will not be quoted on ASX.
Subject to any right the Holder may have as a holder of Shares, Holders may only participate in new issues of securities to holders of Shares if Class B Options have been exercised and the relevant Shares issued prior to the record date for determining entitlements to the issue. The Company must give notice to the Holder (as required under the Listing Rules) of any new issues of securities prior to the record date for determining entitlements to the issue.
If there is a bonus issue to holders of Shares ( Bonus Issue ), the number of Shares over which a Class B Option is exercisable will be increased by the number of Shares which the Holder would have received if the Class B Option had been exercised prior to the record date for determining entitlements to the Bonus Issue

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( Bonus Shares ). The Bonus Shares will be paid up out of the profits or reserves of the Company in the same manner as is applied in the Bonus Issue and will, from the date of issue, rank equally with all other Shares on issue.

If there is a pro rata issue (other than a Bonus Issue) to holders of Shares during the currency of, and prior to the exercise of, any Class B Options, the exercise price of the Class B Options will be adjusted in the manner provided by the Listing Rules.
If, prior to the expiration of any Class B Options, there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction, or return of capital), the rights of the Holder will be changed to the extent necessary to comply with the Listing Rules.

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SCHEDULE 4 – TERMS OF PERFORMANCE RIGHTS PLAN (RESOLUTION 4)

The following is a summary of the material terms of the Performance Rights Plan.

(a) Eligibility : Participants in the Performance Rights Plan may be any Director (whether executive or non-executive) who is declared by the Board to be eligible to receive grants of Performance Rights under the Performance Rights Plan ( Eligible Participants ).
(b) Invitation : The Board may, from time to time in its absolute discretion, make a written invitation to any Eligible Participant (including an Eligible Participant who has previously received an invitation) to apply for Performance Rights upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the Board determines ( Invitation ).
(c) Plan Limit : The Company must take reasonable steps to ensure that the number of Shares to be issued on exercise of Performance Rights offered under an Invitation, when aggregated with:
(i) the number of Shares that would be issued if each outstanding invitation or other offer with respect to Shares, units of Shares or Options under an employee incentive scheme (including the Performance Rights Plan) were to be accepted or exercised; and
(ii) the number of Shares issued during the previous 5 years under the Performance Rights Plan or any other employee incentive scheme extended only to Eligible Participants,

does not exceed 18,000,000 Shares (but disregarding any offer or issue with respect to Shares, units of Shares or Options that can be disregarded under ASIC Class Order 14/1000).

(d) Issue Price : Performance Rights issued under the Performance Rights Plan will be issued for nil cash consideration.
(e) Vesting Conditions : Performance Rights may be issued subject to vesting conditions as determined by the Board and as specified in the relevant Invitation ( Vesting Conditions ).
(f) Vesting : Performance Rights will not vest and be exercisable unless the Vesting Conditions (if any) attaching to those Performance Rights have been satisfied. Performance Rights will be deemed to be vested if:
(i) special circumstances arise in relation to the relevant participant in the Performance Rights Plan ( Relevant Person ) (for example, death, total or permanent disability, retirement, redundancy, or severe financial hardship); or
(ii) a change of control occurs in respect of the Company (for example, a takeover, scheme of arrangement, or acquisition of relevant interests in Shares which results in a person acquiring more than 50% of the Company’s

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issued Shares or is otherwise sufficient to control the composition of the Board).

(g) Lapse of Performance Rights : A Performance Right will lapse upon the earlier to occur of:
(i) an unauthorised dealing in the Performance Right;
(ii) a Vesting Condition in relation to the Performance Right is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion;
(iii) a vested Performance Right is not exercised within 90 days of the date on which it vested;
(iv) a Relevant Person ceases to be an Eligible Participant, unless the Participating Right is deemed to be vested due to special circumstances arising in relation to the Relevant Person (for example, death, total or permanent disability, retirement, redundancy, or severe financial hardship);
(v) the Board deems that the Performance Right lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(vi) a winding up resolution or order is made in respect of the Company; or
(vii) the expiry date of the Performance Right.
(h) Ranking of Shares : Shares resulting from the exercise of the Performance Rights shall, from the date of issue, rank on equal terms with all other Shares on issue.
(i) No Participation Rights : There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.
(k) No Change in Exercise Price or Underlying Shares : Unless specified in the Invitation and subject to compliance with the Listing Rules, a Performance Right does not confer the right to a change in exercise price or in the number of underlying Shares over which the Performance Right can be exercised.
(l) Reorganisation of Capital : If, at any time, the issued capital of the Company is reorganised (including a consolidation, subdivision, reduction or return), all rights of the holder of any Performance Rights will be changed to the extent necessary to comply with the Corporations Act and the Listing Rules at the time of the reorganisation.
(m) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Relevant Person may exercise, or has exercised, vested Performance Rights and appoint a trustee to act as trustee of the trust. The trustee will, at all times, hold the relevant Shares as trustee for and on behalf of a Relevant Person as beneficial owner upon the terms of the trust.

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SCHEDULE 5 – TERMS OF RELATED PARTY RIGHTS (RESOLUTIONS 5, 6, 7, 8, AND 9)

The following is a summary of the material terms of the Related Party Rights.

General

(a) Related Party Rights : Each Related Party Right carries the right to subscribe for one (1) Share subject to achievement of performance milestones.
(b) Issue Price : Each Related Party Right will be issued for nil cash consideration. No consideration will be payable upon the vesting or exercise of a Related Party Right.
(c) General Meetings : A Related Party Right shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to Shareholders. The Holder has the right to attend general meetings of Shareholders.
(d) No Voting Rights : A Related Party Right does not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders.
(e) No Dividend Rights : A Related Party Right does not entitle the Holder to any dividends.
(f) Rights on Winding Up : The Holder is not entitled to participate in the surplus profits or assets of the Company upon a winding up of the Company.
(g) Not Transferable : A Related Party Right is not transferable.
(h) Reorganisation of Capital : If, at any time, the issued capital of the Company is reorganised (including a consolidation, subdivision, reduction or return), all rights of the Holder will be changed to the extent necessary to comply with the Corporations Act and the Listing Rules at the time of the reorganisation.
(i) Application to ASX : Related Party Rights will not be quoted on ASX. However, upon conversion of a Related Party Right, within 10 days after the conversion the Company must apply for official quotation of the Shares issued upon such conversion on ASX.
(j) Ranking of Shares : Shares resulting from the exercise of Related Party Rights shall, from the date of issue, rank on equal terms with all other Shares on issue.
(k) No Participation Rights : There are no participating rights or entitlements inherent in the Related Party Rights and Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Related Party Rights.
(l) Automatically Lapse : The Related Party Rights will automatically lapse if the Holder is no longer a Director.

Vesting Conditions

(a) Performance Milestones : Subject to paragraphs (b) to (d) below, the Related Party Rights will vest if any one of the following performance milestones is satisfied:

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(i) the volume weighted average price of the Shares as quoted on ASX exceeds $0.05 each day for a period of not less than 20 consecutive trading days on which the Shares have actually traded;
(ii) Gross Proceeds exceed $250,000 in any financial year; or
(iii) the discovery of an “Inferred Mineral Resource” (as that term is defined in the Code) at the Blackwood Gold Project having a contained gold mass of at least 300,000 ounces at a cut-off grade of 2g/t,

(each a “ Performance Milestone ”).

(b) Exercise : Following vesting, Holders will have a period of up to 5 years from the date on which the Related Party Rights were granted to exercise the Related Party Rights and convert them into Shares.
(c) Compliance with Law : The conversion of Related Party Rights is, at all times, subject to the Corporations Act and the Listing Rules.
(d) Expiry Date : If none of the Performance Milestones are achieved within 3 years after the date on which the Related Party Rights were granted ( Expiry Date ), the relevant Related Party Rights will automatically lapse.
(e) Exercise Procedure : The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the exercise of Related Party Rights.

SCHEDULE 6 – VALUATION OF RELATED PARTY RIGHTS (RESOLUTIONS 5, 6, 7, 8, AND 9)

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The independent valuation of Related Party Rights is attached.

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SCHEDULE 7 – TERMS OF EMPLOYEE OPTION PLAN (RESOLUTION 10)

The following is a summary of the material terms of the Employee Option Plan.

(a) Eligibility : Participants in the Employee Option Plan may be employees or contractors of the Company (excluding Directors) who are declared by the Board to be eligible to receive grants of Employee Options under the Employee Option Plan ( Eligible Participants ).
(b) Offer : The Board may, from time to time in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for Employee Options upon the terms set out in the Employee Option Plan and upon such additional terms and conditions as the Board determines ( Offer ).
(c) Plan Limit : The Company must take reasonable steps to ensure that the number of Shares to be issued on exercise of Employee Options offered under an Offer, when aggregated with:
(i) the number of Shares that would be issued if each outstanding offer or other offer with respect to Shares, units of Shares or Options under an employee incentive scheme (including the Employee Option Plan) were to be accepted or exercised; and
(ii) the number of Shares issued during the previous 5 years under the Employee Option Plan or any other employee incentive scheme extended only to Eligible Participants,

does not exceed 18,000,000 Shares (but disregarding any offer or issue with respect to Shares, units of Shares or Options that can be disregarded under ASIC Class Order 14/1000).

(d) Issue Price : Employee Options issued under the Employee Option Plan will be issued for nil cash consideration.
(e) Vesting Conditions : Employee Options may be issued subject to vesting conditions as determined by the Board and as specified in the relevant Offer ( Vesting Conditions ).
(f) Vesting : Employee Options will not vest and be exercisable unless the Vesting Conditions (if any) attaching to those Employee Options have been satisfied. Employee Options will be deemed to be vested if:
(i) special circumstances arise in relation to the relevant participant in the Employee Option Plan ( Relevant Person ) (for example, death, total or permanent disability, retirement, redundancy, or severe financial hardship); or
(ii) a change of control occurs in respect of the Company (for example, a takeover, scheme of arrangement, or acquisition of relevant interests in Shares which results in a person acquiring more than 50% of the Company’s

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issued Shares or is otherwise sufficient to control the composition of the Board).

(g) Lapse of Employee Options : An Employee Option will lapse upon the earlier to occur of:
(i) an unauthorised dealing in the Employee Option;
(ii) a Vesting Condition in relation to the Employee Option is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion;
(iii) a Relevant Person ceases to be an Eligible Participant and the Employee Option granted in respect of that Relevant Person is not exercised within one month of the date the Relevant Person ceases to be an Eligible Participant (or such later date as the Board determines);
(iv) the Board deems that the Employee Option lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(v) a winding up resolution or order is made in respect of the Company; or
(vi) the expiry date of the Employee Option.
(h) Ranking of Shares : Shares resulting from the exercise of the Employee Options shall, from the date of issue, rank on equal terms with all other Shares on issue.
(i) No Participation Rights : There are no participating rights or entitlements inherent in the Employee Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Employee Options.
(k) No Change in Exercise Price or Underlying Shares : Unless specified in the Offer and subject to compliance with the Listing Rules, an Employee Option does not confer the right to a change in exercise price or in the number of underlying Shares over which the Employee Option can be exercised.
(l) Reorganisation of Capital : If, at any time, the issued capital of the Company is reorganised (including a consolidation, subdivision, reduction or return), all rights of the holder of any Employee Options will be changed to the extent necessary to comply with the Corporations Act and the Listing Rules at the time of the reorganisation.
(m) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Relevant Person may exercise, or has exercised, vested Employee Options and appoint a trustee to act as trustee of the trust. The trustee will, at all times, hold the relevant Shares as trustee for and on behalf of a Relevant Person as beneficial owner upon the terms of the trust.

CORPORATE REPRESENTATIVE FORM

SHAREHOLDER DETAILS

This is to certify that by a resolution of the directors of:

……………………………………………………….…….….………………….…. ( Company ), (Insert name of shareholder company)

the Company has appointed:

……..…………………………………………………………………………………

(Insert name of corporate representative)

in accordance with the provisions of section 250D of the Corporations Act 2001 (Cth), to act as the body corporate representative of the Company at the General Meeting of Shareholders of Cauldron Energy Ltd to be held on Tuesday, 11 August 2020 and at any adjournment/s of that meeting.

DATED ………………………………………………………. 2020

PLEASE SIGN HERE

Executed by the Company in accordance with its constituent documents	) ) )
...........................................................….…… Signature of Director ..............................................................…… Name of Director in full		...........................................................….…… Signature of Director/Secretary ..............................................................…… Name of Director/Secretary in full

Instructions for Completion

(1) Insert name of appointor Company and the name or position of the appointee (eg “John Smith” or “each director of the Company”).
(2) Sign this form following the procedure required by the Company’s Constitution or other constituent documents.
(3) Print the name and position (eg director) of each company officer who signs this form on behalf of the Company.
(4) Insert the date of execution where indicated.

Send or deliver the completed and signed form to the registered office of Cauldron Energy Ltd at Unit 47, Level 1, 1008 Wellington Street, West Perth, Western Australia 6005.

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----- Start of picture text -----

Non-market based vesting conditions Market based vesting conditions Valuation date Current Price of the Underlying Shares Exercise Price of the Rights Dividends Expected on the shares Performance period and life of the Rights Risk-free rate of interest Expected Volatility of the Share Price Vesting conditions
INTRODUCTION TERMS OF THE RIGHTS VALUATION METHODOLOGY 3.1 3.2 VALUATION 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 CONCLUSION SENSITIVITY ANALYSIS
1. 2. 3. 4. 5. 6. Appendix 1 - Sources of Information Appendix 2 – Financial Services Guide
----- End of picture text -----

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Rights	9,000,000	Nil	5-May-20	5-May-20	5-May-23	3.00	Refer note 1	Notes: 1) The number of Rights that vest will be based on achievement of any one of the following performance milestones: a. the volume weighted average price (‘VWAP’) exceeding $0.050 each day over a period of not less than 20 consecutive trading days; b. gross revenue from operational activities of the Company exceeding $250,000 in any financial year; or c. the discovery of an “Inferred Mineral Resource” as that term is defined in the Australasian Code for Reporting of Exploration Results Mineral Resources and Ore Reserves (2012
	Number of Rights	Exercise price	Valuation date	Commencement of performance/vesting period	Performance measurement/vesting date	Performance/vesting period (years)	Vesting Conditions

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For the Rights, the recent volatility of the share price of Cauldron was calculated over one, two, and three-year periods, using data extracted from
Bloomberg. For the purpose of our valuation, we used a future estimated volatility level of 110% for Cauldron in our pricing models.
4.8
Vesting conditions
The vesting conditions associated with the Rights are summarised in the table below:
Performance measures

The number of the Rights that vest will be based on achievement of any one of the following performance milestones:
a)
the VWAP exceeding $0.050 each day over a period of not less than 20 consecutive trading days;
b)
gross revenue from operational activities of the Company exceeding $250,000 in any financial year; or
c)
the discovery of an “Inferred Mineral Resource” (as that term is defined in the Code) at the Blackwood Gold Project having a contained gold mass of at least
300,000 ounces.
We are not aware of any other performance hurdles that must be achieved that would otherwise potentially dilute the value of the Rights to the holder on
the assumption that they may not vest. Under AASB 2 “Share Based Payments”, no adjustment is made to the valuation of the Rights for non-market
vesting conditions, however Management has discretion to assess the likelihood of meeting any non-market based vesting condition by applying a
probability weighting to the number of rights included in the valuation of each tranche. If Management consider the probability of any one of the non-
market based vesting conditions being met to be greater than 50%, we advise adopting the value under Approach 2 for inclusion in the Company’s NoM.

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We set out below our conclusions as to the value of the Rights under Approach 1 and Approach 2:	Rights (Approach 2)	$0.027	Nil	5-May-20	Nil	5-May-20	5-May-23	3.00	110%	0.24%	Nil		9,000,000	$0.027	$243,000	As detailed in Section 4.8, if Management consider the probability of any one of the non-market based vesting conditions being met to be greater than 50%, we advise adopting the value under Approach 2 for inclusion in the Company’s NoM. Alternatively, the value under Approach 1 should be adopted.
	Rights (Approach 1)	$0.027	Nil	5-May-20	$0.050	5-May-20	5-May-23	3.00	110%	0.24%	Nil		9,000,000	$0.023	$207,000
		Value of the underlying security	Exercise price	Valuation date	VWAP barrier	Commencement of performance/vesting period	Performance measurement/vesting date	Performance/vesting period (years)	Volatility	Risk-free rate	Dividend yield		Number of Rights	Valuation per Right	Valuation per Tranche

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the date of the actual issue should shareholders approve the issue.	Rights (Approach 2)	9,000,000	$0.032	$288,000		Rights (Approach 2)	9,000,000	$0.022	$198,000		Rights (Approach 2)	9,000,000	$0.030	$270,000		Rights (Approach 2)	9,000,000	$0.024	$216,000
	Rights (Approach 1)	9,000,000	$0.028	$252,000		Rights (Approach 1)	9,000,000	$0.018	$162,000		Rights (Approach 1)	9,000,000	$0.026	$234,000		Rights (Approach 1)	9,000,000	$0.020	$180,000
	20% increase in the share price to $0.032	Number of Rights	Valuation per Right	Valuation per Tranche		20% decrease in the share price to $0.022	Number of Rights	Valuation per Right	Valuation per Tranche		10% increase in the share price to $0.030	Number of Rights	Valuation per Right	Valuation per Tranche		10% decrease in the share price to $0.024	Number of Rights	Valuation per Right	Valuation per Tranche

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LODGE YOUR PROXY APPOINTMENT ONLINE

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

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2020 GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Cauldron Energy Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of the  PLEASE NOTE: If you leave the section blank, OR meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at Unit 47, Level 1, 1008 Wellington Street, West Perth, Western Australia on Tuesday, 11 August 2020 at 11.00am (WST) and at any adjournment or postponement of that Meeting. CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES: The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

	2020 GENERAL MEETING PROXY FORM I/We being shareholder(s) of Cauldron Energy Ltd and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at Unit 47, Level 1, 1008 Wellington Street, West Perth, Western Australia on Tuesday, 11 August 2020 at 11.00am (WST)and at any adjournment or postponement of that Meeting. CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:
	The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
	VOTING DIRECTIONS
	Resolutions For Against Abstain*
	1 Ratification of December 2019 Placement ◼ ◼ ◼
	2 Ratification of March 2020 Placement ◼ ◼ ◼
	3 Issue of Securities for Blackwood Gold Project ◼ ◼ ◼
2	4 Adoption of Performance Rights Plan ◼ ◼ ◼
P	5 Issue of Related Party Rights to Mr Simon Youds ◼ ◼ ◼
TE	6 Issue of Related Party Rights to Mr Jess Oram ◼ ◼ ◼
S	7 Issue of Related Party Rights to Mr Qiu Derong ◼ ◼ ◼
	8 Issue of Related Party Rights to Ms Judy Li ◼ ◼ ◼
	9 Issue of Related Party Rights to Mr Chenchong Zhou ◼ ◼ ◼
	10 Adoption of Employee Option Plan ◼ ◼ ◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands 
	or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)


	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholder should sign. If signed by the shareholder’s attorney,
	the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
	the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution 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 resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PLEASE NOTE: If you appoint the Chair as your proxy (or if he is appointed by default) but do not direct him how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as he sees fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares 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; and
(b) Return both forms together.

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am (WST) on 7 August 2020, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203

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BY EMAIL [email protected]

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IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

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ALL ENQUIRIES TO Telephone: +61 8 9389 8033

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

AI assistant

CAULDRON ENERGY LIMITED — Proxy Solicitation & Information Statement 2020

64738_rns_2020-07-02_6204ffb0-9325-4998-a889-bb0ac8686c65.pdf

CAULDRON ENERGY LTD ABN 22 102 912 783

NOTICE OF GENERAL MEETING

CONTENTS

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

AGENDA

SPECIAL BUSINESS

1. Resolution 1 – Ratification of December 2019 Placement

2. Resolution 2 – Ratification of March 2020 Placement

3. Resolution 3 – Issue of Securities for Blackwood Gold Project

4. Resolution 4 – Adoption of Performance Rights Plan

5. Resolution 5 – Issue of Related Party Rights to Mr Simon Youds

6. Resolution 6 – Issue of Related Party Rights to Mr Jess Oram

7. Resolution 7 – Issue of Related Party Rights to Mr Qiu Derong

8. Resolution 8 – Issue of Related Party Rights to Ms Judy Li

9. Resolution 9 – Issue of Related Party Rights to Mr Chenchong Zhou

10. Resolution 10 – Adoption of Employee Option Plan

GENERAL BUSINESS

EXPLANATORY STATEMENT

1. Resolution 1 – Ratification of December 2019 Placement

1.1 General

1.2 Technical information required by Listing Rule 7.5

1.3 Recipients

2. Resolution 2 – Ratification of March 2020 Placement

2.1 General

2.2 Technical information required by Listing Rule 7.5

2.3 Recipients

3. Resolution 3 – Issue of Securities for Blackwood Gold Project

3.1 Background

(together the Blackwood Securities ).

3.2 General

3.3 Technical information required by Listing Rule 7.3

4. Resolution 4 – Adoption of Performance Rights Plan

4.1 Background

4.2 General

5. Resolutions 5, 6, 7, 8 and 9 – Issue of Related Party Rights to Participating Directors

5.1 General

5.2 Technical information required by Chapter 2E of the Corporations Act and Listing Rule 10.15

6. Resolution 10 – Adoption of Employee Option Plan

6.1 Background

6.2 General

GLOSSARY

SCHEDULE 1 – OPTION TERMS (RESOLUTION 1)

SCHEDULE 2 – OPTION TERMS (RESOLUTION 2)

SCHEDULE 3 – OPTION TERMS (RESOLUTION 3)

Class A Options

Class B Options

SCHEDULE 4 – TERMS OF PERFORMANCE RIGHTS PLAN (RESOLUTION 4)

SCHEDULE 5 – TERMS OF RELATED PARTY RIGHTS (RESOLUTIONS 5, 6, 7, 8, AND 9)

General

Vesting Conditions

(each a “ Performance Milestone ”).

SCHEDULE 7 – TERMS OF EMPLOYEE OPTION PLAN (RESOLUTION 10)

CORPORATE REPRESENTATIVE FORM

SHAREHOLDER DETAILS

PLEASE SIGN HERE

Instructions for Completion

2020 GENERAL MEETING PROXY FORM

APPOINT A PROXY

VOTING DIRECTIONS

CHANGE OF ADDRESS

CORPORATE REPRESENTATIVES

APPOINTMENT OF A PROXY

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

VOTING DIRECTIONS – PROXY APPOINTMENT

APPOINTMENT OF A SECOND PROXY

Power of Attorney:

LODGE YOUR PROXY FORM

CAULDRON ENERGY LIMITED Proxy Solicitation & Information Statement 2020