CONNECTED MINERALS LIMITED — AGM Information 2015

Oct 29, 2015

Leopard Resources NL ACN 009 076 233

Notice of Annual General Meeting

Annual General Meeting of Shareholders to be held at Kailis Board Room of Level 1 / 101 Oxford Street Leederville WA 6007 at 10:00am (WST) on Monday, 30 November 2015.

Important

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

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Leopard Resources NL ACN 009 076 233 ( Company ) will be held at Kailis Board Room of Level 1 / 101 Oxford Street Leederville WA 6007 commencing at 10.00 am (WST) on Monday, 30 November 2015.

Business

Item 1 – Annual Report

To receive and consider the Annual Report of the Company for the year ended 30 June 2015 which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2015 be adopted.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion

The Company will disregard any votes cast on this Resolution:

• (a) by or on behalf of a member of Key Management Personnel as disclosed in the Remuneration Report;

• (b) by or on behalf of a Closely Related Party of a member of Key Management Personnel; and

• (c) as a proxy by a member of Key Management Personnel or a Closely Related Party,

unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the Proxy Form or by the Chairman pursuant to an express authorisation to exercise the proxy.

Resolution 2 – Re-election of Mr Craig Willis as a Director

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

“That Mr Craig Willis, who retires by rotation in accordance with clause 13.2 of the Constitution and who is eligible and offers himself for re-election, be re-elected as a Director.”

Resolution 3 – Appointment of Mr Jason Ferris as a Director

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

“That, for the purposes of clause 13.4 of the Company’s Constitution and for all other purposes, Mr Jason Ferris, a Director appointed on 28 April 2015, retires and being eligible, is re-elected as a Director.”

Resolution 4 – Appointment of Mr Blaise Thomas as a Director

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

“That, for the purposes of clause 13.4 of the Company’s Constitution and for all other purposes, Mr Blaise Thomas, a Director appointed on 29 April 2015, retires and being eligible, is re-elected as a Director.”

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Resolution 5 – Appointment of Mr Graham Chapman as a Director

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

“That, for the purposes of clause 13.4 of the Company’s Constitution and for all other purposes, Mr Graham Chapman, a Director appointed on 29 April 2015, retires and being eligible, is re-elected as a Director.”

Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Annual General Meeting.

By Order of the Board

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Craig Willis Executive Director Leopard Resources NL 29 October 2015

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms used in this Notice and Explanatory Statement are defined in the Glossary.

1. Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Members of Key Management Personnel and their Closely Related Parties will not be able to vote as proxy on Resolution 1 unless the Shareholder directs them how to vote or, in the case of the Chairman, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of Key Management Personnel or their Closely Related Parties (other than the Chairman) as its proxy, the Shareholder should ensure that it directs the proxy how to vote on Resolution 1.

If a Shareholder intends to appoint the Chairman as its proxy on Resolution 1, the Shareholder can direct the Chairman how to vote by marking one of the boxes for Resolution 1 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, the Shareholder can expressly authorise the Chairman to vote as the Chairman thinks fit on Resolution 1 by marking the appropriate box on the Proxy Form even though Resolution 1 is connected to the remuneration of members of Key Management Personnel and even if the Chairman has an interest in the outcome of that Resolution.

To vote by proxy, please complete and sign the enclosed Proxy Form and send by:

• (a) post to Leopard Resources NL, PO Box 8 West Perth, Western Australia 6872; or

• (b) facsimile to the Company on +61 8 9381 5853,

so that it is received by no later than 10:00am (WST) on Saturday, 28 November 2015. Proxy Forms received later than this time will be invalid.

2. Voting entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on Saturday, 28 November 2015. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlements to attend and vote at the Annual General Meeting.

3. Item 1 – Annual Report

The Annual Report, comprising the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report for the year ended 30 June 2015, will be laid before the Annual General Meeting.

There is no requirement for Shareholders to approve these Reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about these Reports and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions about the:

• conduct of the audits;

• preparation and content of the Auditor’s Report;

• accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• independence of the auditor in relation to the conduct of the audits.

In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about the content of the Auditor’s Report or the conduct of the audit, may be submitted no later than 5 business days before the date of the Annual General Meeting to the Company Secretary at PO Box 8, West Perth, Western Australia 6872, or by facsimile to (08) 9381 5853.

4. Resolution 1 – Adoption of Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2015 is included in the Directors’ Report in the Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

Section 249L(2) of the Corporations Act requires a company to inform Shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report to be adopted must be put to the vote. Resolution 1 seeks this approval.

In accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is “advisory only” resolutions which does not bind the Directors. Under section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting

If at least 25% of the votes on Resolution 1 are voted against the adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2016 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting ( Spill Meeting ) to consider the appointment of the Directors ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the Company’s 2016 annual general meeting. All of the Directors who are in office when the Company’s 2016 Directors’ Report is approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the directors of the Company.

5. Resolution 2 – Re-election of Mr Craig Willis as a Director

In accordance with clause 13.2 of the Constitution, at every annual general meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for reelection. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

Mr Craig Willis retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-election.

Details of the qualifications and experience of Mr Willis are set out in the Company’s 2015 Annual Report.

6. Resolutions 3, 4 and 5 – Appointment of Directors

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Clause 13.4 of the Constitution also provides that a Director appointed under clause 13.4 of the Constitution will hold office until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Jason Ferris (appointed 28 April 2015), Mr Blaise Thomas (appointed 29 April 2015) and Mr Graham Chapman (appointed 15 May 2015), retire in accordance with clause 13.4 of the Constitution and, being eligible for re-election, offer themselves for re-election at the Annual General Meeting.

Details of the qualifications and experience of Mr Ferris, Mr Thomas and Mr Chapman are set out in the Company’s 2015 Annual Report.

Glossary

In this Notice and Explanatory Statement, the following terms have the following meanings:

Annual General Meeting	the annual general meeting convened by this Notice.
Annual Report	the Company’s annual report for the year ended 30 June 2015
	comprising the Financial Report, the Directors’ Report, the
	Remuneration Report and the Auditor’s Report.
Board	the board of Directors.
Chairman	the chair of the Annual General Meeting.
Closely Related Party	a closely related party of a member of Key Management Personnel
	as defined in section 9 of the Corporations Act, being:
	(a) a spouse or child of the member;
	(b) a child of that member’s spouse;
	(c) a dependant of that member or of that member’s spouse;
	(d) anyone else who is one of that member’s family and may be
	expected to influence that member, or be influenced by that
	member, in that member’s dealings with the Company;
	(e) a company that is controlled by that member; or
	(f) any other person prescribed by the regulations.
Company	Leopard Resources NL ACN 009 076 233.
Constitution	the constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	a director of the Company.
Explanatory Statement	the explanatory statement incorporating this Notice.
Key Management Personnel	the key management personnel of the Company as defined in
	section 9 of the Corporations Act and Australian Accounting
	Standards Board accounting standard 124, broadly including those
	persons having authority and responsibility for planning, directing
	and controlling the activities of the Company, directly or indirectly,
	including any Director (whether executive or otherwise).
Notice	the notice of annual general meeting accompanying the
	Explanatory Statement.
Proxy Form	the proxy form attached to this Notice.
Remuneration Report	the section of the Directors’ Report in the Annual Report of the
	Company entitled “Remuneration Report”.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of a Share.
WST	Western Standard Time, being the time in Perth, Western Australia.

Leopard Resources NL ACN 009 076 233 Proxy Form

I/We

of

being a member of Leopard Resources NL ACN 009 076 233 entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of Proxy

OR the Chairman of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, or the Chairman’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST) on Monday, 30 November 2015 at Kailis Board Room of Level 1 / 101 Oxford St Leederville WA 6007, and at any adjournment thereof.

If I/we have appointed the Chairman of the meeting as my/our proxy (or the Chairman of the meeting becomes my/our proxy by default) I/we expressly authorise the Chairman of the meeting (to extent permitted by law) to exercise my/our proxy in respect of Resolution 1 even though the Resolution is connected directly or indirectly with the remuneration of a member of key management personnel of Leopard Resources NL, which includes the Chairman of the Meeting. If you appoint the Chairman as your proxy you can direct the Chairman how to vote by either marking the boxes in the section.

The Chairman intends to vote all available proxies in favour of Resolutions 1, 2, 3, 4 and 5

I/We acknowledge that the Chairman intends to vote undirected proxies in favour of each Resolution, to the extent permitted by law.

OR

Voting on Business of the Annual General Meeting	Voting on Business of the Annual General Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report – 2015 Annual Report
Resolution 2	Re-election of Mr Craig Willis as a Director
Resolution 3	Appointment of Mr Jason Ferris as a Director
Resolution 4	Appointment of Mr Blaise Thomas as a Director
Resolution 5	Appointment of Mr Graham Chapman as a Director

Note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority.

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

Signature of Member(s):

Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary	Member 2 Director	Date:_____ Member 3
		Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): ________

Instructions for Proxy Form

1. Your name and address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2. Appointment of a proxy

You are entitled to appoint no more than two proxies to attend and vote on a poll on your behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of your voting rights. If you appoint two proxies and the appointment does not specify this proportion, each proxy may exercise half of your votes.

If you wish to appoint the Chairman of the Annual General Meeting as your proxy, please mark the box. If you leave this section blank or your named proxy does not attend the Annual General Meeting, the Chairman will be your proxy. A proxy need not be a Shareholder.

3. Voting on Resolutions

You may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item your vote will be invalid on that item.

4. 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 of the shareholders should sign.

• ( Power of Attorney ) If you have not already lodged the Power of Attorney with the Company’s share registry, 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, as 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.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

5. Return of a Proxy Form

To vote by proxy, please complete and sign the enclosed Proxy Form (and any Power of Attorney and/or second Proxy Form) and return by:

• post to the Company at PO Box 8, West Perth, Western Australia 6872; or

• facsimile to the Company on +61 8 9381 5853,

so that it is received by no later than 10.00 am (WST) on Saturday, 28 November 2015.

Proxy Forms received later than this time will be invalid.