CLARA RESOURCES AUSTRALIA LTD — Proxy Solicitation & Information Statement 2019

Nov 28, 2019

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Notice of Extraordinary General Meeting and Explanatory Memorandum

Aus Tin Mining Limited ACN 122 957 322

Date of Meeting: 2 January 2020 Time of Meeting: 11:00 am (Brisbane time) Place of Meeting: Level 7, Waterfront Place 1 Eagle Street, Brisbane Qld 4000

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

Should you wish to discuss any matter the subject of this Notice of Meeting, please not hesitate to contact the Company Secretary, Karl Schlobohm on (+ 61) 3303 0661, or by email at kschlobohm@dgrglobal.com.au

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Notice is hereby given that a General Meeting of Shareholders (the Meeting ) of Aus Tin Mining Limited ACN 122 957 322 (the Company ) will be held at the offices of HopgoodGanim, Level 7, Waterfront Place 1 Eagle Street, Brisbane Qld 4000 at 11:00am on 2 January 2020 (Brisbane time).

Agenda

ORDINARY BUSINESS

Resolution 1. Consolidation of Capital

To consider, and if thought fit pass, the following Ordinary Resolution with or without modification:

“That, pursuant to section 254H of the Corporations Act, Rule 19.1(b) of the Company’s Constitution and for all other purposes, the issued capital of the Company be consolidated on the basis that every ten (10) Shares be consolidated into one (1) Share, and where this consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction up to the nearest whole Share.”

See the accompanying Explanatory Memorandum for further information.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By Order of the Board

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Karl Schlobohm Company Secretary 29 November 2019

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Explanatory Memorandum

This Explanatory Memorandum is provided to the Shareholders of the Company to explain the Resolution to be put to Shareholders at the General Meeting to be held at HopgoodGanim, Level 7, Waterfront Place 1 Eagle Street, Brisbane Qld 4000 on 2 January 2020 at 11:00am (Brisbane time).

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolution to be put to the Meeting as contained in the Notice of Meeting. The Directors recommend that Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolution.

Terms used in this Explanatory Memorandum are defined either in the Interpretation section of the Explanatory Memorandum, or in the sentence in which they are initially used.

ORDINARY BUSINESS

Resolution 1. Consolidation of Capital

Background

As previously announced[1] , the Company entered into the Convertible Security Funding Agreement on or about 20 April 2018 ( CSFA ) with The Australian Special Opportunity Fund, LP (the Investor ). The Investor is managed by The Lind Partners. The CSFA was subsequently amended on or about the 17 December 2018.

Pursuant to clause 10.19 of the CSFA the Investor may, in its sole discretion, at any time while there is an amount outstanding under the facility and the VWAP has been less than A$0.003 for at least 20 consecutive Trading Days, give written notice to the Company (a Share Consolidation Notice ) requiring it to consider undertaking a Share Consolidation. Following receipt of a Share Consolidation Notice the Company must convene a general meeting as soon as reasonably practical, and in any event within sixty (60) calendar days of the date of the Share Consolidation Notice, seeking Shareholder approval for the Share Consolidation.

By a Share Consolidation Notice dated 1 November 2019, the Investor required the Company to convene a general meeting to seek Shareholder approval for a Share Consolidation. In accordance with the Share Consolidation Notice and clause 10.19 of the CSFA, the Company has convened the Meeting in order for Shareholders to consider, and if they think fit, pass Resolution 1.

Assuming that no further Shares are issued after the date of this Notice (before the date of the Share Consolidation), if Resolution 1 is passed the number of Shares on issue will be reduced from 2,545,051,840 to 254,505,184 (subject to rounding up).

Immediately after the Share Consolidation, each Shareholder will still hold the same proportion of the Company’s issued Share capital as they did before the Share Consolidation. The current rights attaching to the Shares will not be affected.

As at the date of the Notice of Meeting, the Company has 243,454,485 Options on issue. In accordance with Listing Rule 7.22, those Options (and any others that may be issued after the date of this Notice but before the date of the Share Consolidation), will be consolidated in the same ratio as the Shares and their exercise price increased in inverse proportion to that ratio.

Legal Requirements

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

1 Shareholders are directed to: the description of the CSFA in that part of the Explanatory Memorandum accompanying the 2019 Notice of AGM which deals with Resolution 4; the Company's ASX announcement of 19 December 2018; and the Company's ASX announcement of 20 April 2018.

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Fractional entitlements

Not all Shareholders will hold a number of Shares than can be evenly divided by ten (10). Where a Fractional entitlement occurs, the Company will round that fraction up to the nearest whole Share.

Taxation

The Company is not aware of any specific taxation implications for security holders arising from the Consolidation.

However the Company does not purport to be an expert in taxation matters, and is not aware of the specific circumstances of each and every security holder . Accordingly security holders are advised to seek their own tax advice as to the effect of the Consolidation, and the Company does not accept any responsibility for any taxation implications for individual security holders arising from the Consolidation.

Holding Statements

From the date of the Consolidation, all existing holding statements for securities will cease to have any effect, except as evidence of an entitlement to a certain number of securities on a pre-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for securities to be issued to holders of those securities.

It is the responsibility of each security holder to check the number of securities held prior to the disposal of those securities, or the exercise of any rights attaching to those securities, as appropriate.

Effect on capital structure

Assuming that no further Shares are issued after the date of this Notice (before the date of the Share Consolidation), the effect which the Consolidation will have on the Company’s capital structure is set out as follows:

Capital Structure	Shares on issue
Current (pre – Consolidation)	2,545,051,840
Post – Consolidation (assuming that Shareholders pass Resolution 1)	254,505,184

Where there are more than 2,545,051,840 Shares on issue as at the time of Consolidation, that number of Shares will be consolidated in accordance with Resolution 1.

Timetable for Consolidation

Set out below is an indicative timetable for the Consolidation. These indicative dates are subject to change at the Board’s discretion (subject to the ASX Listing Rules):

Event	Proposed Date
ANW announces proposed consolidation and sends out meeting materials	Friday, 29 November 2019
Delivery of proxies	11:00 AM Tuesday, 31 December 2019

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Record Date entitlement to vote at the EGM and delivery proxies	7:00 PM Tuesday, 31 December 2019
ANW holds EGM ANW informs ASX that the Consolidation has been approved by shareholders	11:00 AM Thursday, 2 January 2020 Thursday, 2 January 2020 following EGM
Last day of trading in pre-Consolidation ANW securities	Friday, 3 January 2020
Trading in securities on a post Consolidation basis, on a deferred settlement basis	Monday, 6 January 2020
Last day for ANW to register transfers on a pre- Consolidation basis	Tuesday, 7 January 2020
ANW sends notices to each security holder (stating the number of securities held before and after the Reorganisation) will: • entry into register of securities on post Consolidation basis if uncertified Holdings • issue of new certificates full certified Holdings	Wednesday, 8 January 2020
• Issue Date, • deferred settlement ends, • last day for securities to be entered into holder security Holdings, • last day for issuing and sending certificates, and • last day to send notice to each security holder	Tuesday, 14 January 2020
Lodgement of resolution and form 2205 with ASIC	2 February 2020

Directors Recommendation

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

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Interpretation

ASX means the ASX Limited ACN 008 624 691;

ASX Listing Rules of the ASX;

Board means the board of Directors of the Company;

Consolidation means the consolidation of Shares referred to in Resolution 1;

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time;

Director means a director of the Company;

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting;

Notice of Meeting means the Notice of Meeting convening the Meeting and this Explanatory Memorandum;

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

Options means unlisted options to subscribe for Shares;

Resolution means a resolution proposed at the Meeting;

Share means an ordinary fully paid share in the issued capital of the Company;

Share Consolidation as defined in the CSFA, means the conversion of some or all of the Company’s issued share capital into a larger or smaller number in accordance with section 254H of the Corporations Act and the Listing Rules;

Shareholde r means a holder of Shares in the Company;

Trading Day has the meaning given to that term in the ASX Listing Rules; and

VWAP means, in relation to a Trading Day, the volume weighted average price (in Australian dollars, rounded to four decimal places) of the Shares, traded in the ordinary course of business on the ASX reported on that Trading Day by Bloomberg, LP, excluding crossings executed outside the open session state, special crossings, overseas trades and trades pursuant to exercise of options over Shares, subject to all adjustments set out in the CSFA; provided that:

(a) if on that Trading Day, Shares were quoted on the ASX as cum dividend or cum any other distribution or entitlement, and the issue of Shares for the purpose of which the VWAP is being determined will occur after that date, and those Shares no longer carry that dividend or other distribution or entitlement, then the VWAP on that Trading Day will be reduced by an amount (Cum Value) equal to:

(i) in the case of a dividend or other distribution, the amount of that dividend or other distribution;

(ii) in the case of any other entitlement which is traded on the ASX on that Trading Day, the VWAP of such entitlements sold on the ASX on that Trading Day; or

(iii) in the case of an entitlement not traded on the ASX on that Trading Day, the value of the entitlement as reasonably determined by the Investor; and

(b) if on that Trading Day, Shares were quoted on the ASX as ex-dividend or ex any other distribution or entitlement, and the Shares for the purpose of which the VWAP is being determined would be entitled to receive the relevant dividend or other distribution or entitlement, the VWAP on that Trading Day will be increased by the Cum Value.

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Notes

Entitlement to Vote

The Board has determined in accordance with the Corporations Regulations 2001, that those Shareholders in the Company entitled to attend and vote at the Meeting, shall be those persons recorded in the register of Shareholders as at 7 pm 31 December 2019. Accordingly, transactions to transfer Shares in the Company registered after that time will be disregarded for the purposes of determining entitlements to attend and vote at the Meeting.

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

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

Voting by Proxy

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to vote on their behalf (the Proxy ). Where a Shareholder is entitled to cast two or more votes, they may appoint two Proxies and may specify the proportion or number of votes each Proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each Proxy may exercise, each Proxy may exercise half of the votes. A Proxy need not be a Shareholder of the Company. Shareholders who are a body corporate are able to appoint representatives to attend and vote at the Meeting under Section 250D of the Corporations Act.

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

Signing instructions

You must sign the Proxy Form provided with this Notice as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, either security holder may sign.
Power of Attorney:	To sign under Power of Attorney, you must have already lodged this document with the
	registry. If you have not previously lodged this document, please attach a certified
	photocopy of the Power of Attorney to this form when you return it.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, this form
	must be signed by that person. If the company (pursuant to section 204A of the Corporations
	Act does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this
	form must be signed by a Director jointly with either another Director or a Company
	Secretary.

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

To vote by Proxy, the Proxy Form provided with this notice (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not less than forty eight (48) hours before the scheduled time for the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Completed Proxy Forms can be returned to the Company Secretary by either mail to GPO Box 5261, Brisbane, Qld 4001; facsimile to (07) 3303-0681; or scanned and emailed to kschlobohm@austinmining.com.au.

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PROXY FORM

STEP 1: APPOINTMENT OF PROXY

~~Name No. of Shares~~ Name No. of Shares

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I/We being Shareholder(s) of Aus Tin Mining Limited ACN 122 957 322 (the Company ) hereby appoint as my proxy for the General Meeting of the Company to be held at 11:00 am (Brisbane time) on 2 January 2020 (the Meeting ) and any adjournment thereof (the Proxy ): the Chairman of the Meeting OR Note: write here the name of the person you are (mark with an “X”) appointing as Proxy if this person is someone other than the Chairman of the Meeting. Leave this box blank if you have selected the Chairman to be your Proxy. Do not insert your own name.

or failing the individual body corporate named, or if no individual body corporate is named, then the Chairman of the Meeting (the Chairman ), to act generally at the Meeting on my/our behalf, and 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).

IMPORTANT NOTE

Where I/we have appointed the Chairman as our in Proxy (or he becomes our Proxy by default), we acknowledge that the Chairman intends to vote undirected proxies in favour of each Resolution. We also acknowledge and accept that in exceptional circumstances the Chairman of the Meeting may change his / her voting intention for any Resolution, in which case an ASX announcement will be made.

If no directions are given, we acknowledge and accept that the Proxy may vote as the Proxy thinks fit or may abstain from voting at all, subject to compliance with the Corporations Act. By signing this appointment, we acknowledge that the Proxy (whether voting in accordance with our directions or voting in their discretion under an undirected Proxy) may exercise our proxy even if he/s he has an interest in the outcome of the Resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest, subject to compliance with the Corporations Act. If two proxies are appointed, the proportion of voting rights this Proxy is authorised to exercise is ………………%. (An additional proxy form will be supplied by the Company on request). If we wish to appoint the Proxy to exercise voting power over only some of our Shares, the number of Shares in respect of which this Proxy is to operate is ……………….. Shares (Note: the Proxy will be over all Shares if left blank).

STEP 2: VOTING DIRECTIONS

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

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

Resolutions For Against Abstain
1. Consolidation of Capital
Individual or Security holder 1 Security holder 2 Security holder 3
Sole Director and Secretary Director Director/Company Secretary
Contact Name Contact Daytime Telephone Date
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How to Complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares in the Company (your Shares) by using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your Proxy, mark the box in “STEP 1: APPOINTMENT OF PROXY” of the Proxy Form. If the person you wish to appoint as your Proxy is someone other than the Chairman of the Meeting please write the name of that person in “STEP 1: APPOINTMENT OF PROXY” of this Proxy Form. If you leave this section blank, or your named Proxy does not attend the Meeting, the Chairman of the Meeting will be your Proxy. A Proxy need not be a Shareholder of the company. A Proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your Proxy how to vote by placing a mark in one of the boxes opposite each Resolution/item of business in STEP 2: VOTING DIRECTIONS of the Proxy Form. 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/item of business 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 the Resolution/item of business, your Proxy may vote as he or she chooses. If you mark more than one box on a Resolution/item of business, your vote on that Resolution/item of business will be invalid.

4 Exercise of undirected proxies by the Chairman

The Chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions/items of business. If you do not wish to authorise the Chairman to vote your Proxy in this way, you should direct your Proxy in accordance with the instructions in this Proxy Form.

5 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 the Company or you may copy this form.

To appoint a second Proxy you must:

• (a) on each of the first Proxy Form and the second 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.

6 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all security holders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below by 11 am on 31 December 2019, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy forms may be lodged using the reply paid envelope or posting as follows:

Aus Tin Mining Limited GPO Box 5261 Brisbane QLD 4001

or by scanning and emailing it to kschlobohm@austinmining.com.au

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