CORE ENERGY MINERALS LTD — Proxy Solicitation & Information Statement 2019

Jan 31, 2019

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

OAKDALE RESOURCES LIMITED ACN 009 118 861

NOTICE OF GENERAL MEETING and EXPLANATORY STATEMENT

Notice is given that a General Meeting of Oakdale Resources Limited will be held at the offices of BDO Level 18, Tower 4, 727 Collins Street, Melbourne, VIC 3000 on, 6 March 2019 commencing at 10.00am.

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 set out in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 7) 3624 8188

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OAKDALE RESOURCES LIMITED ACN 009 118 861

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Shareholders of Oakdale Resources Limited (ACN 009 118 861) (“Company”) will be held at Level 18, Tower 4, 727 Collins Street, Melbourne, VIC 3000 on 6 March 2019 at 10.00am AEST for the purpose of transacting the following business referred to in this Notice of General Meeting.

AGENDA

The Explanatory Statement that forms part of this Notice of Meeting is provided to provide Shareholders with information to enable them to make an informed decision regarding the Resolutions set out in this Notice.

The Explanatory Statement is to be read in conjunction with this Notice.

BUSINESS

1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF ORDINARY SHARES

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the ratification of the issue of up to 8,000,000 fully paid ordinary shares at an issue price of $0.02 per share to sophisticated investors pursuant to a placement on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting” issued on 14 December 2018”

Shareholder approval is now being sought for the purpose of Listing Rule 7.4 so that the Company will have flexibility to issue further Ordinary Shares under Listing Rules 7.1 and 7.1A.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution:

• a. by any person who participated in the issue of the Ordinary Shares under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of a Shareholder, if the resolution is passed; and

• b. by any associates of those persons.

However, the Company will not disregard a vote cast on this Resolution if it is cast:

• c. by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• d. by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. RESOLUTION 2 - ISSUE OF SHARES TO MR. ANDREW HARRINGTON IN LIEU OF DIRECTOR'S FEES

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

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“That subject to and conditional upon the passing of all of the Resolutions for the purposes of Listing Rule 10.11, and for all other purposes, approval is given for the issue by the Company of up to 1,000,000 fully paid ordinary Shares in the Company, at $0.02 (2 cents) per Share, to Andrew Harrington on the terms and conditions set out in the Explanatory Statement”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution:

• a. by any person who participated in the issue of the Ordinary Shares under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of a Shareholder, if the resolution is passed; and

• b. by any associates of those persons.

However, the Company will not disregard a vote cast on this Resolution if it is cast:

• c. by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• d. by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. RESOLUTION 3 - ISSUE OF SHARES TO GRAHAM WHITE IN LIEU OF DIRECTOR'S FEES

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

“That subject to and conditional upon the passing of all of the Resolutions for the purposes of Listing Rule 10.11, and for all other purposes, approval is given for the issue by the Company of up to 1,000,000 fully paid ordinary Shares in the Company, at $0.02 (2 cents) per Share, to Graham White on the terms and conditions set out in the Explanatory Statement”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution:

• a. by any person who participated in the issue of the Ordinary Shares under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of a Shareholder, if the resolution is passed; and

• b. by any associates of those persons.

However, the Company will not disregard a vote cast on this Resolution if it is cast:

• c. by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• d. by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 4 – APPROVAL FOR ISSUE OF SHARES

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

“That subject to and conditional upon the passing of all of the Resolutions, for the purposes of Listing Rule 7.1, and for all other purposes, approval is given for the issue by the Company of up to 2,571,250 fully paid ordinary Shares in the Company, at $0.02 (2 cents) per Share, to Mr Hemant Amin for the services provided for a value of $51,425 to the Company and the Company be entitled to issue such shares at any time within 3 months of the date of the General Meeting of the Company, on the terms and conditions set out in the Explanatory Statement”

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Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution:

• a. by any person who participated in the issue of the Ordinary Shares under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of a Shareholder, if the resolution is passed; and

• b. by any associates of those persons.

However, the Company will not disregard a vote cast on this Resolution if it is cast:

• c. by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• d. by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. RESOLUTION 5 - APPROVAL TO ISSUE OF SHARES TO THE OZINCA SHAREHOLDERS AS CONSIDERATION FOR THE ACQUISITION OF OZINCA AUSTRALIA PTY LTD

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

“That, subject to the passing of all of the Resolutions, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue 100,000,000 fully paid ordinary Shares in the Company, at $0.02 (2 cents) per Share, Consideration Shares to be issued to the Ozinca Shareholders for the purposes and on the terms set out in the Explanatory Statement.”

Expert’s Report: Shareholders should carefully consider the Independent Expert’s Report prepared by the Independent Expert for the purposes of Shareholder approval required under Section 611 (item 7) of the Corporations Act for this Resolution. The Independent Expert’s Report assesses the fairness and reasonableness of the transaction to the non-associated Shareholders in the Company. The Independent Expert has determined that the transaction is not fair, but reasonable to the non-associated Shareholders of the Company.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution:

• a. by any person who participated in the issue of the Ordinary Shares under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of a Shareholder, if the resolution is passed; and

• b. by any associates of those persons.

However, the Company will not disregard a vote cast on this Resolution if it is cast:

• c. by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• d. by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

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RESOLUTION 6 - APPOINTMENT OF CHRISTOPHER GALE AS A DIRECTOR

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

“That, subject to and conditional upon the passing of all of the Resolutions, for the purposes of clause 12.3 of the Company’s constitution and for all other purposes, Christopher Gale, being eligible, be appointed as a Director of the Company.”

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There are no voting exclusions on Resolution 6.

7. RESOLUTION 7 - APPOINTMENT OF DAVID VILENSKY AS A DIRECTOR

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

“That, subject to and conditional upon the passing of all of the Resolutions, for the purposes of clause 12.3 of the Company’s constitution and for all other purposes, David Vilensky, being eligible, be appointed as a Director of the Company.”

There are no voting exclusions on Resolution 7.

8. RESOLUTION 8 - ISSUE OF SHARES

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

" That, for the purposes of ASX Listing Rule 7.1 and or all other purposes. approval is given for the Company to issue up to 100,000,000 Capital Raising Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution:

• a. by any person who participated in the issue of the Ordinary Shares under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of a Shareholder, if the resolution is passed; and

• b. by any associates of those persons.

However, the Company will not disregard a vote cast on this Resolution if it is cast:

• c. by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• d. by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

OTHER BUSINESS

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

By order of the Board:

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John Lynch

Executive Chairman Oakdale Resources Limited

Date: 31 January 2019

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VOTING INFORMATION AND VOTING EXCLUSION STATEMENT

1. HOW TO VOTE

Shareholders entitled to vote at the General Meeting may vote by attending the General Meeting in person, by attorney or proxy or, in the case of corporate shareholders, by a corporate representative.

2. VOTING IN PERSON OR BY ATTORNEY

Shareholders or their attorneys wishing to vote in person should attend the General Meeting. Persons are asked to arrive at least 30 minutes prior to the time the General Meeting is scheduled to commence, so that their shareholding may be checked against the register and their attendance recorded. Shareholders intending to attend the General Meeting by attorney must ensure that they have, not later than 48 hours prior to the time the General Meeting is scheduled to commence, provided the original or a certified copy of the power of attorney to the Company, in the same manner prescribed below for the giving of proxy forms to the Company.

3. VOTING BY PROXY

• a) Votes at the General Meeting may be given personally or by proxy, attorney or representative.

• b) Shareholder who is entitled to vote at the meeting may appoint one proxy if the Shareholder is only entitled to one vote. If the Shareholder is entitled to more than one vote he is entitled to appoint more than one or two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.

• c) A proxy need not be a shareholder of the Company.

• d) A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. In the case of joint holders, all should sign the proxy form. In the case of corporations, proxies must be executed in accordance with the Corporations Act.

• e) To be valid, a proxy form, signed under a power of attorney, must be accompanied by the signed power of attorney, or a certified copy of the power of attorney.

• f) If the appointment of a proxy specifies the way the proxy is to vote on a particular resolution, then the proxy must vote that way. Any directed proxies which, are not voted will automatically default to the Chairman of the meeting, who must vote the proxies as directed. If a proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands.

• g) Where the Shareholder appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not do so, each proxy may exercise one-half of the votes, and any fraction of votes will be disregarded.

• h) If a proxy is directed to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as they think fit.

• i) The proxy form accompanying this Notice of Meeting contains detailed instructions regarding how to complete the proxy form if a Shareholder wishes to appoint the Chairman as his or her proxy. You should read those instructions carefully.

• j) The Chairman of the meeting intends to exercise all available proxies by voting in favour of all resolutions.

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• k) To be effective Proxy form must be received must complete, sign and deliver the enclosed personalised proxy form or forms, in accordance with the instructions on the form, prior to 10.00am AEDST time on 4 March 2019 by, either

• Hand delivery to: the Company at its registered address at 8 Maud Street, Newstead, Qld 4006; or

• Posted to PO Box 3199 Newstead Qld 4006; or

• Fax to: the Company on (07) 3624 8133.

4. VOTING BY CORPORATE REPRESENTATIVE

Corporate Shareholders wishing to vote by corporate representative should:

• a) obtain an appointment of corporate representative form from the Company;

• b) complete and sign the form in accordance with the instructions on it; and

• c) bring the completed and signed form with them to the General Meeting.

5. QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

A reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the Meeting.

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OAKDALE RESOURCES LIMITED ACN 009 118 861

EXPLANATORY STATEMENT

1. IMPORTANT NOTICE

The purpose of this Explanatory Statement is to provide Shareholders with an explanation of the business of the meeting and the resolutions proposed to be considered at the General Meeting to be held on 6 March 2019 at 10:00am and to assist Members in determining how they wish to vote on the resolutions.

2. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF ORDINARY SHARES

On 14 December 2018, the Company announced a placement of 8,000,000 fully paid Ordinary Shares to raise $160,000 to provide the Company with funds to provide a loan to Ozinca Australia Pty Ltd.

The Ordinary Shares were issued under the Company's 15% placement capacity pursuant to Listing Rule 7.1.

Listing Rule 7.1 imposes a limit on the number of Ordinary Shares that the Company can issue without Shareholder approval. Generally, a company may not, without shareholder approval, issue, during any 12 month period, more than 15% of the number of Ordinary Shares on issue 12 months before the issue date. Subject to obtaining shareholder approval at the previous annual general meeting, Listing Rule 7.1A permits eligible entities to issue a further 10% of the number of Ordinary Shares on issue 12 months before the issue date.

By ratifying the issue of 8,000,000 Ordinary Shares, the Company will retain the flexibility to issue equity securities in the future up to 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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

The number of securities issued:	8,000,000 Ordinary Shares
Date of issue:	14 December 2018
The issue price of Ordinary Share:	$0.02 per Ordinary Share
The names of the allottees:	Various sophisticated investors
The terms of the securities:	Fully paid ordinary shares
The intended use of the funds raised:	The funds raised under the Placement are to be used to provide loan to Ozinca Australia Pty. Ltd.

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

3. RESOLUTION 2 - ISSUE OF SHARES TO MR. ANDREW HARRINGTON IN LIEU OF DIRECTOR'S FEES

Listing Rule 10.11 prohibits the issue of securities to a Director, or a Director related entity without Shareholder approval with certain exceptions, which don’t apply in this case.

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Mr. Andrew Harrington, a Non-Executive Director of the Company, was one of the parties who provided services to the Company and has not been paid directors’ fees since 1 July 2016. The board has approved to pay $20,000 to Mr Andrew Harrington towards director’s fees and payment for the directors’ fee through the issue of fully paid ordinary Shares in the Company.

Approval is therefore required under Listing Rule 10.11 for Mr. Andrew Harrington to participate in the issue of Shares in the Company. Resolution 2 seeks Shareholder approval to allow the Company to pay for directors’ fee through the issue of up to 1,000,000 fully paid ordinary Shares.

ASX Listing Rule 10.11 contains certain requirements as to the contents of a notice sent to Shareholders and the following information is included in this Explanatory Statement for that purpose:

The date by which the Company will issue the securities

The Shares will be issued within 3 months of the date of the Meeting

The issue price of securities

The 1,000,000 Shares will be issued at a deemed issue price of $0.02 per Share

The name of the person or entity to whom the securities are to be issued

Mr Andrew Harrington or his nominees

The terms of the securities

The Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary shares

The intended use of funds raised

No funds will be raised from the issue as the Shares will be issued as consideration for unpaid director’s fees due to Mr Andrew Harrington.

Directors’ Recommendation

The Directors of the Company (excluding Andrew Harrington) recommend that Shareholders vote in favour of the proposed Resolutions.

4. RESOLUTION 3 - ISSUE OF SHARES TO GRAHAM WHITE IN LIEU OF DIRECTOR'S FEES

Listing Rule 10.11 prohibits the issue of securities to a Director, or a Director related entity without Shareholder approval with certain exceptions, which don’t apply in this case.

Mr. Graham White, a Non-Executive Director of the Company, was one of the parties who provided services to the Company and has not been paid directors’ fees since 1 July 2016. The board has approved to pay $20,000 to Mr. Graham White towards director’s fees and payment for the directors’ fee through the issue of fully paid ordinary Shares in the Company.

Approval is therefore required under Listing Rule 10.11 for Mr. Graham White to participate in the issue of Shares in the Company. Resolution 3 seeks Shareholder approval to allow the Company to pay for directors’ fee through the issue of up to 1,000,000 fully paid ordinary Shares.

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ASX Listing Rule 10.11 contains certain requirements as to the contents of a notice sent to Shareholders and the following information is included in this Explanatory Statement for that purpose:

The date by which the Company will issue the securities

The Shares will be issued within 3 months of the date of the Meeting

The issue price of securities

The 1,000,000 Shares will be issued at a deemed issue price of $0.02 per Share

The name of the person or entity to whom the securities are to be issued

Mr Graham White or his nominees

The terms of the securities

The Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary shares

The intended use of funds raised

No funds will be raised from the issue as the Shares will be issued as consideration for unpaid director’s fees due to Mr. Graham White.

Directors’ Recommendation

The Directors of the Company (excluding Graham White) recommend that Shareholders vote in favour of the proposed Resolutions.

5. RESOLUTION 4 – APROVAL FOR ISSUE OF SHARES

During financial year 2018 and current financial year, the Company had services performed on its behalf for which it has not yet paid to Mr Hemant Amin, to the value of $51,425. Mr Hemant Amin provided Company Secretarial and management consulting services to the Company during financial year 2018 and current financial year, has now agreed to payment for those services through the issue of fully paid ordinary Shares in the Company. Accordingly Shareholders approval is being sought at the meeting for such services provided to the Company through the issue of Shares in the Company, such shares to be issued at $0.02 per share.

The Board is now seeking Shareholder approval to allow the Company to pay Mr Hemant Amin for the services provided through the issue of up to 2,571,250 fully paid ordinary Shares.

This part of the Explanatory Statement provides shareholders with all information known to the Company, which is material to the decision on how to vote on Resolution 4 and as required by Listing Rule 7.1.

ASX Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders and the following information is included in this Explanatory Statement for that purpose:

The date by which the Company will issue the securities

The Shares will be issued within 3 months of the date of the Meeting

The issue price of securities

The 2,571,250 Shares will be issued at a deemed issue price of $0.02 per Share

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The name of the person or entity to whom the securities are to be issued

Mr Hemant Amin or his nominees

The terms of the securities

The Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary shares.

The intended use of funds raised

No funds will be raised from the issue as the Shares will be issued as consideration for services provided to the Company.

Directors’ Recommendation

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

The Board believes that the ability to elect whether to issue shares or to pay the cash settlement amount is beneficial for the Company. The Board recommends that Members vote in favour of Resolution 4, as it allows the Company flexibility in relation to its future capital structuring alternatives and, in particular, allows the Company to retain control over its use of cash reserves and its gearing strategies.

6. RESOLUTION 5 - APPROVAL TO ISSUE SHARES TO THE OZINCA SHAREHOLDERS IN CONSIDERATION FOR THE ACQUISITION OF OZINCA AUSTRALIA PTY LTD

Oakdale Resources Limited (ACN 009 118 861) (“Oakdale” or "Company) refers to its ASX announcements dated 12 November 2018 which announced that Oakdale had entered into a Term Sheet dated 12 November 2018 (“Terms Sheet”) with Ozinca Australia Pty Ltd (ACN 617 141 205) ("Ozinca") to acquire from Ozinca an option for the acquisition of 100% of the issued shares of Ozinca ("Acquisition").

Ozinca is a private Australian company which through its 100% wholly owned Peru subsidiary Ozinca Peru SAC has entered into a written contract to acquire an existing gold processing plant known as the Chimu Gold plant strategically located in southern Peru.

The consideration payable by Oakdale to acquire 100% of the shares in Ozinca is 100 million fully paid shares in Oakdale which will rank equally with all shares in Oakdale, to be issued to the shareholders of Ozinca.

The Company also refers to its ASX Announcement dated 15 January 2019 which announced that the Company had completed its due diligence of Ozinca pursuant to the Terms Sheet and executed the more formal Acquisition Agreement with Ozinca to acquire 100% of the issued shares in Ozinca subject to the approval of the shareholders of the Company. This announcement also stated that the Company would send to its shareholders this Notice of Meeting together with an Independent Expert’s Report (“IER”) in relation to the Acquisition.

Material terms of the Acquisition

The Material Terms of the Acquisition are set out in Section 4 of the IER enclosed with this Notice of Meeting.

Advantages of the Acquisition

The recapitalisation of the Company and introduction of new shareholders will attract new investors into the Company, give it international exposure, expose it to potentially significant cash flow incentives and improve its capacity to raise further capital if and when required going forward.

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The Ozinca Chimu Gold plant is a gold processing plant that is strategically located in the Chala district of Southern Peru. The concept of Ozinca business model is to toll treat high grade gold ore from a significant number of existing small gold miners in the Ayacucho and Chala regions of southern Peru.

The last ten years of continuously increasing gold price has resulted in a boom of small mining activity focused on the extraction of the abundant narrow, high grade veins found in this region of Peru. The same phenomenon has occurred in other parts of Peru from Piura in the north to Puno in the south. As a result of the increase of this particular class of ore production, there has been steady growth in the number and size of lixiviation plants in this region, which has now established itself as a major centre for the production and purchasing of gold and silver bearing ore. Until now, no new processing plants have been established in the more distant production areas, and producers are forced to transport their ore (in some cases over 1000 km) to the point of sale. The economics of this situation guarantees that the more distant production areas provide only high grade ore (typically >15g/t) for sale to cover transport costs.

In addition the Company plans to develop a Gold mining operation relatively close to the plant to provide a constant source of ore which over time should remove the need to purchase ore from artisanal miners.

With its own plant and operating mine, the growth potential of the Company is only limited by resource definition in its own mine, or in other potentially obtainable mines and or Joint Venture operations with its capacity to expand a profitable processing facility to a scale concurrent with any number of potential ore sources under control of the company.

Ozinca Peru SAC has a development plan based on initially commencing operation of the current CIP lixiviation plant processing 30 to 40 tpd. This will enable the company to run the plant into a cashflow positive mode.

The objective once the capital has been raised will commence the proceeding of the transfer of all licenses and the payment to acquire the plant. The process of the upgrading the existing plant to 40 tpd will also commence. The opportunity to start operations of the Gold plant at a production rate of 30/40 tonnes per day will add value to Ozinca and enable cashflow to commence almost immediately.

The main 120 tpd upgrade, once further capital is injected, will commence after the plant is in production at 40 tpd and all beneficiation licenses are secured. The gold will be sourced from the existing market of ore offered for sale to a number of similar processing plants in the Chala region. The main upgrade will take nine months of including general maintenance and camp construction with ore purchasing activities commencing 2 months before final plant commissioning.

During the 2[nd] year of successful plant operation at 120 tpd and proven ore sourcing capability, the Company will undertake refurbishments to the plant to increase production capacity to 200 tonnes per day commencing in year 3 of operation.

In the second year of operation the Company also aims to complete an additional milestone in becoming self-sustaining with respect to ore sourcing through joint ventures or outright purchase of a small mine.

Self-sufficiency in ore production is the most important milestone to guarantee the continuity and increased profitability of Ozinca. The road to self-sufficiency is also complex, but has the advantage of a local region that is host to a significant number of small, high grade vein deposits that undoubtedly present a variety of potential deals following careful technical, legal and social evaluation.

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Between these two development milestones, the latter is given the highest priority given that there is an opportunity to increase profits significantly by acquiring a mine (or participation in a mine), and becoming self-sufficient in ore supply. Mining produces ore at a significantly cheaper cost than purchasing it on the open market and processing such ore in either a rented plant or a Company owned plant would generate greater profits than processing ore purchased on the open market. With its own mine, the Company could more easily finance the construction and permitting of a new plant while it continued to operate and profit from the existing Chimu plant.

Ozinca Peru SAC has the vision to become one of the top producers and exporters of gold in Peru through development and operation of small high grade underground mines to supply ore to an efficient state of the art gold processing plant in the Chala region.

Further to the above, as stated in the IER that accompanies this Notice of Meeting, the Acquisition is considered reasonable on the basis that the Company is effectively a listed shell in need of funding and that the directors of the Company have considered a number of investment opportunities and consider the Acquisition to be the most appropriate opportunity at this time and will bring some short term stability to the Company's share price.

In addition, the IER concludes that a lack of long term funds or an immediately available alternative offer may impact negatively on the price of the Company's shares and/or the ability of the Company to continue operating as a going concern if the Acquisition is not approved.

Gold Processing Plant Risk Factors

The processing of Gold ore involves certain operating hazards, such as:

• (a) Gold theft Pre-operation strategies include a detailed security plan for the treatment of carbon stocks, the transport of pregnant carbon, stripping of pregnant carbon and refining into bullion. Insurance policies, as part of operational procedures, will also mitigate potential losses.

• (b) Not achieving Ore Supply for head feed can be a high risk, and least under control of the Company. Community relations, marketing plans and favourable liquidation and payment terms have all been included in Operational Procedures. Long Term supply contracts are currently being examined and worked upon. Backward integration into mine ownership is also a part of the Long Term Business Plan & Growth strategy.

• (c) Failure and/or breakdown of equipment; Current upgrade works include mostly new equipment, thus reducing the likelihood of equipment failures. Maintenance schedules and inventories form an important part of the operational assets.

• (d) Industrial accidents; Occupational Health and Safety issues are paramount in minimising accidents. Ozinca will institute stringent training and plant safety regimes.

• (e) Labour disputes; Mining personnel in Peru are amongst the highest paid of all employees. Contractual arrangements and payroll guidelines, both within the current budget structures, will be generously adhered to. Use of Sub-contract arrangements will serve to mitigate direct employee conflict.

• (f) Pollution; and In line with Company policy, there are strict policies that govern tailings treatment, water reuse and disposal, as well as chemical transport and handling of combustible fuels and materials.

• (g) Other environmental hazards and risks. Generally under Government and Mines Department controls, the Company will seek to mitigate these risks as far as possible, and with the best of operational practices.

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• (h) There are also some broader economic risks that are collectively treated under sovereign risk parameters. These include: tax regimes, inflation, currency fluctuations, interest rates, economic and political uncertainty, trade barriers and trade and tax treaties, war, earthquake and flooding. The Company has relative confidence in the Peruvian climate, and these risks are well covered by the expected margins and profits that the Company has identified in its first Project.

Acquisition Consideration

In consideration for the acquisition of 100% of the issued capital of Ozinca Australia Pty Ltd from the Ozinca Shareholders, the Company has agreed to issue to the Ozinca Shareholders the Consideration Shares of 100,000,000 fully paid ordinary shares in the Company.

For the purposes of ASX Listing Rule 7.1, Resolution 5 seeks Shareholder approval for the issue of 100,000,000 Shares on the terms and conditions set out below.

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

The number of securities to be issued

The maximum number of securities to be issued is 100,000,000 Shares.

The date by which the Company will issue the securities

The Shares will be issued no later than 1 month after the date of this Meeting.

The issue price of the securities

The Shares will be issued as consideration for the acquisition of 100% of the issued shares of Ozinca Australia Pty Ltd pursuant to the Acquisition Agreement entered into between the Company and Ozinca Australia Pty Ltd on 11 January 2019. The Shares will be issued at a deemed issue price of $0.02 per Share.

The names of the allottees of the securities

The Shares will be issued to Ozinca Shareholders in the proportions noted in Annexure A attached to this Notice of Meeting. There are no related parties to Oakdale Resources Limited is included in the list of Ozinca Shareholders.

The terms of the securities

The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary shares.

The intended use of funds raised

No funds will be raised from the issue as the shares will be issued as consideration for the acquisition of 100% of the issued share capital of Ozinca Australia Pty Ltd.

Dates of allotment

Allotment of the shares is subject to completion of the Acquisition of Ozinca Australia Pty Ltd and the issue and allotment of the Shares will occur contemporaneously with the Acquisition.

It is intended that the Shares will be issued no later than 1 month after the date of this Meeting.

14

Directors’ Recommendation

The Directors of the Company unanimously recommend the acquisition of Ozinca Australia Pty Ltd and that Shareholders vote in favour of the proposed Resolutions.

It is the view of the Directors that the Acquisition will give the Company’s Shareholders the opportunity to participate in a potentially significant development project for the reasons outlined above and as affirmed in the IER.

7. RESOLUTION 6 - APPOINTMENT OF CHRISTOPHER GALE AS A NON EXECUTIVE DIRECTOR OF THE COMPANY

Resolution 6 seeks Shareholder approval for the appointment of Christopher Gale as a Director of the Company with such appointment to take effect from the date of completion of the acquisition of Ozinca Australia Pty Ltd.

Information regarding Christopher Gale is set out below:

Christopher Gale has extensive experience in senior management roles in both the public and private sectors, especially in commercial and financial roles. He has also held various board and executive roles at a number of technology and mining companies during his career. He is the Managing Director of ASX listed Latin Resources Ltd which has been operating in South America for over 10 years. He is a founding director of Allegra Capital, a boutique corporate advisory firm formed in 2006 based in Perth and is a member of the Australian Institute of Company Directors (AICD).

Mr Gale is also the former Chairman of the Council on Australian Latin American Relations (COALAR) established by the Australian Government Department of Foreign Affairs and Trade (DFAT)

The directors of the Company recommend that Mr Christopher Gale be appointed to the Board of the Company.

8. RESOLUTION 7 - APPOINTMENT OF DAVID VILENSKY AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY

Resolution 7 seeks Shareholder approval for the appointment of David Vilensky as a Director of the Company with such appointment to take effect from the date of completion of the acquisition of Ozinca Australia Pty Ltd.

Information regarding David Vilensky is set out below:

David Vilensky is a practising corporate lawyer and an experienced listed company director. He is the managing director of Perth law firm Bowen Buchbinder Vilensky and has more than 35 years’ experience in the area of corporate and business law and in commercial and corporate management. Mr Vilensky practises in the areas of corporate and commercial law, corporate advisory, mergers and acquisitions, mining and resources and complex dispute resolution. Mr Vilensky acts for a number of listed and public companies and advises on directors’ duties, due diligence, capital raising, compliance with ASX Listing rules, corporate governance and corporate transactions generally.

Mr Vilensky is also the Chairman of ASX listed resources company Latin Resources Ltd (ASX: LRS) and a non-executive director of ASX listed telecommunications and technology company Vonex Ltd (ASX: VN8) .

The directors of the Company recommend that Mr David Vilensky be appointed to the Board of the Company.

15

9. RESOLUTION 8 - ISSUE OF SHARES

General

Resolution 8 seeks shareholder approval under ASX Listing Rule 7.1 for the Company to issue up to 100,000,000 shares ("Capital Raising Shares").

ASX Listing Rule 7.1 provides that a company must not subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of the 12 month period.

The effect of Resolution 8 will be to allow the Company to issue the Capital Raising Shares pursuant to Resolution 8 during the period of 3 months after the Meeting (or a longer period if allowed by the ASX) without using the Company's 15% annual placement capacity.

Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3 the following information is provided in relation to Resolution 8:

• (a) the maximum number of Capital Raising Shares to be issued is 100,000,000;

• (b) the Capital Raising Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification) and it is intended that the issue of the Capital Raising Shares will occur progressively;

• (c) the issue price will be lesser of $0.03 per share or 80% of the volume weighted average market price (VWAP) for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a disclosure document, over the last 5 days on which sales in the shares were recorded before the date of the disclosure document is signed;

• (d) the Directors will determine to whom the Capital Raising Shares will be issued but these persons will be sophisticated and professional investors none of whom will be related parties to the Company or an associate of a related party of the Company;

• (e) the Capital Raising Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares

• (f) the Company intends to use the funds raised from the issue of the Capital Raising Shares to fund the construction of the gold processing plant, the purchase of ore for the plant and for general working capital purposes;

• (g) a voting exclusion statement is set out in the Notice of Meeting.

Effect on Share Capital

Assuming no options are exercised or other Shares issued and the maximum number of Capital Raising Shares as set out above are issued, the number of Shares on issue will increase from 65,337,685 (being the number of shares on issue as at the date of this Notice) to 1,65,337,685 and the shareholding of existing Shareholders would be diluted to 39.52%.

16

GLOSSARY

$ means Australian dollars;

AEST means Australian Eastern Standard Time;

Acquisition means the acquisition by the Company of 100% of the issued share capital of Ozinca Australia Pty Ltd (ACN 617 141 205);

Acquisition Agreement means an agreement between the Company and Ozinca Australia Pty Ltd (“Ozinca”) dated 11 January 2019 in relation to the acquisition by the Company of 100% of the issued share capital of Ozinca;

ASIC means the Australian Securities and Investment Commission;

ASX means ASX Limited;

Company means Oakdale Resources Limited (ACN 009 118 861);

Consideration Shares means 100,000,000 fully paid ordinary shares in the Company to be issued to the Ozinca Shareholders under the terms of the Acquisition Agreement;

Constitution means the Company’s Constitution;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the current directors of the Company;

Explanatory Statement means the explanatory Statement accompanying the Notice of Meeting;

Independent Expert means Moore Stephens Perth Corporate Services Pty Ltd;

General Meeting or Meeting means the meeting convened by this Notice of Meeting;

Listing Rules means the Listing Rules of the ASX;

Ozinca Shareholders means the shareholders of Ozinca Australia Pty Ltd (ACN 617 141 205) who are to sell their shares in Ozinca Australia Pty Ltd (ACN 617 141 205) in accordance with the terms of the Acquisition Agreement;

Notice of Meeting means this Notice of Meeting issued by the Company;

Proxy Form means the proxy form accompanying the Notice;

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires;

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

Shareholder means the holder of a Share.

17

Annexure A – LIST OF SHAREHOLDERS OF OZINCA AUSTRALIA PTY LTD

NAME OF OZINCA SHAREHOLDER	NUMBER OF OAKDALE SHARES TO BE ALLOTTED
Allegra Capital PtyLtd	725,676
Christopher Peter Gale & Stephanie Gale	12,881,756
Shape Wealth PtyLtd	12,881,756
Matthew Maxwell Taberner	1,341,849
JOR 13 Promotions PtyLtd	670,925
Laujon Investments PtyLtd	1,341,849
T Sheridan Promotions PtyLtd	1,341,849
Brock McLean Investments PtyLtd	161,022
Chad Fletcher Investments	1,507,165
Simon White	161,022
AG-Richfoods PtyLtd	805,110
Christopher Alan O'Grady	751,436
DestinationSecret.com PtyLtd	1,073,480
Jacob Ryan	644,088
James Rance	273,737
Luke Beveridge & Dana Beveridge	1,341,849
Mecasen PtyLtd	1,341,849
Neaves FamilyHoldings PtyLtd	268,370
OdysseyWealth Management PtyLtd	563,577
Simon White Investments PtyLtd	268,370
Cavernhill Holdings PtyLtd	16,102,196
McGrath Superfund	966,132
Ben & Akiko Carlton Superfund	402,555
Global Capital Solutions	2,683,698
John Baird	2,683,698
Rikkie Smith	1,341,849
Simon Robert Kelly	1,094,949
Rene Augustin	1,140,572
Robert Coccaro & BrionyLee Coccaro	268,370
Patrick Hassett	1,610,220
Stefan Muller	1,140,572
RNB Superfund	5,367,398
Hetal Sanghavi	322,044
B McCormack Superfund	536,739
Blake Superfund	644,088
Quentine Investments P/L atf "Knowles FamilyTrust"	16,102,196
BellrayHoldings	1,610,220
Coilens Corporation PtyLtd	1,610,220
KennyKeogh	4,025,549
TOTAL:	100,000,000

Above list of shareholders does not include any related parties to Oakdale Resources Limited

18

REGISTERED OFFICE:

+ OAKDALE RESOURCES LIMITED

8 MAUD STREET NEWSTEAD QLD 4006

ACN: 009 118 861

SHARE REGISTRY:

Security Transfer Australia Pty Ltd PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

«Company_code» «Sequence_number»

«Holder_name» W: www.securitytransfer.com.au «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» Code: OAR «Address_line_5» Holder Number: «HOLDER_NUM

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy 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, as the Proxy sees fit) at the General Meeting of the Company to be held at 10:00am AEDT on Wednesday 6 March 2019 at Level 18, Tower 4, 727 Collins Street, Melbourne, VIC 3000 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. RESOLUTION For Against Abstain*

1. Ratification of prior issue of ordinary shares

2. Issue of shares to Mr. Andrew Harrington in lieu of director's fees

3. Issue of shares to Mr. Graham White in lieu of director's fees

4. Approval for Issue of Shares 5. Approval to Issue of Shares to Ozinca Shareholders 6. Appointment of Mr. Christopher Gale as a Director 7. Appointment of Mr. David Vilensky as a Director

5. Issue of Capital Raising Shares

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2

Security Holder 3

Sole Director & Sole Company Secretary Director Director/Company Secretary Proxies must be received by Oakdale Resources Limited no later than 10:00am AEDT on Monday 4 March 2019. OARPX2060319 1 2 OAR OARPX2060319

• OARPX2060319

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share 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.

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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Oakdale Resources Limited no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• b) Return both forms in the same envelope.

Oakdale Resources Limited

Postal Address PO BOX 3199 Newstead QLD 4006 Street Address 8 Maud Street Newstead QLD 4006 Facsimile +61 7 3624 8133

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.