CZR RESOURCES LTD — AGM Information 2017

Oct 19, 2017

==> picture [217 x 75] intentionally omitted <==

Coziron Resources Limited ACN 112 866 869

Notice of Annual General Meeting

Annual General Meeting of Shareholders to be held at the offices of Trident Capital of Level 24, 44 St Georges Terrace, Perth, Western Australia at 3.00pm (WST) on Wednesday, 22 November 2017.

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 Coziron Resources Limited ACN 085 166 721 ( Company ) will be held at the offices of Trident Capital of Level 24, 44 St Georges Terrace, Perth, Western Australia at 3.00pm (WST) on Wednesday, 22 November 2017.

Business

1. Annual Report for the financial year ended 30 June 2017

To receive and consider the Annual Report of the Company, containing the Directors’ Report, the Remuneration Report and the Auditor’s Report, for the financial year ended 30 June 2017.

2. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2017 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.

3. Resolution 2 – Re-election of Adam Sierakowski

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

“That Adam Sierakowski, who retires by rotation in accordance with clause 11.3 of the Constitution and who is eligible and offers himself for re-election, be re-elected as a Director.”

4. Resolution 3 – Approval of 10% Placement Capacity

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and otherwise as set out in the Explanatory Statement.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of an ordinary security holder, from the passing of this Resolution and any associates of those persons. However the Company need not disregard a vote if. (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 4 - Approval of issue of Loan Repayment Shares to Creasy Group

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

“That for the purposes ASX Listing Rule 10.11, and for all other purposes, approval is given for the issue of up to 33,333,333 Shares at an issue price of $0.015 per Share to Yandal Investments Pty Ltd as repayment of a loan as set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Yandal Investments Pty Ltd, Mark Creasy and any of his Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

6. 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

==> picture [192 x 71] intentionally omitted <==

Stephen Hewitt-Dutton Company Secretary Coziron Resources Limited

• 5 October 2017

3

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 Resolutions set out in this 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 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 General Meeting or handed in at the 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, Shareholders 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 is deemed to expressly authorise the Chairman to vote as he sees fit on Resolution 1 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 Proxy Form enclosed and send by:

• (a) post to the Company at PO Box Z5183, Perth, Western Australia 6831; or

• (b) facsimile to the Company on (+61 8) 9218 8875,

so that it is received by no later than 3.00pm (WST) on Monday, 20 November 2017. Proxy Forms received later than this time will be invalid.

4

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 General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on Monday, 20 November 2017. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

3. Annual Report for the financial year ended 30 June 2017

The Corporations Act requires the Annual Report of the Company for the financial year ended 30 June 2017, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report, to be laid before the Annual General Meeting. The financial statements and reports are contained in the Annual Report. Shareholders who have elected to receive the Annual Report have been provided with a copy. The Annual Report is also available on ASX’s website.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions about, and make comments on, the Financial Report, the Directors Report and the Auditor’s Report.

In accordance with section 250T of the Corporations Act, a representative of the Company’s Auditor is anticipated to be in attendance to respond to any questions raised of the Auditor or on the Auditor’s Report. Written questions to the Auditor must be submitted by Shareholders to the Company at least 5 business days prior to the Annual General Meeting.

4. Resolution 1 – Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2017 is set out in the 2017 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for its Directors and senior management.

Section 250R(2) of the Corporations Act requires the Annual General Meeting to include a vote on the adoption of the Remuneration Report. Under section 250R(3) of the Corporations Act, the vote on the this Resolution is advisory only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion on the Remuneration Report at the Annual General Meeting.

If at least 25% of the votes on this Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2018 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general 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 extraordinary general meeting ( Spill Meeting ) within 90 days of the Company’s 2018 annual general meeting. All of the Directors who are in office when the Company’s 2018 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 is approved will be the directors of the Company.

5. Resolution 2 – Re-election of Adam Sierakowski

In accordance with clause 11.3 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 re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last reappointment 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.

Adam Sierakowski retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-election.

5

Mr Sierakowski is a lawyer and partner of the legal firm Price Sierakowski. He has over 20 years of experience in legal practice, much of which he has spent as a corporate lawyer consulting and advising on a range of transactions to a variety of large private and listed public entities.

The Directors (excluding Mr Sierakowski) recommend that Shareholders vote in favour of Resolution 2.

6. Resolutions 3 – Approval of 10% Placement Facility

6.1

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section 6.2(c) below).

The Directors believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to obtaining shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice, the Company has only one quoted class of Equity Securities, being 1,752,217,935 Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

6

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

(D) less the number of fully paid shares cancelled in the 12 months.

Note: A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section 6.2(c) above).

(e) Minimum issue price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average market price of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 trading days of the date in Section 6.2(e)(i), the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ).

7

6.3 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, the following information is provided to Shareholders in relation to the 10% Placement Facility:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average market price for the Company's Equity Securities over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 trading days of the date in Section 0(a)(i), the date on which the Equity Securities are issued.

• (b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (iii) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future meetings of Shareholders; and

• (iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

8

Table 1 – based on issued Shares at 5 October 2017

Variable A in Listing Rule 7.1A.2			**Dilution **
		$0.011 50% decrease in market price	$0.022 Current market price	$0.044 100% increase in market price
Current variable “A” 1,752,217,935	10% voting dilution	175,221,794 Shares	175,221,794 Shares	175,221,794 Shares
	Funds raised	$1,927,440	$3,854,879	$7,709,759
50% increase in current variable “A” 2,628,326,903	10% voting dilution	262,832,690 Shares	262,832,690 Shares	262,832,690 Shares
	Funds raised	$2,891,160	$5,782,319	$11,564,638
100% increase in current variable “A” 3,504,435,870	10% voting dilution	350,443,587 Shares	350,443,587 Shares	350,443,587 Shares
	Funds raised	$3,854,897	$7,709,759	$15,419,518

Notes and assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

3. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

4. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

5. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

6. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

7. The current market price is $0.022, being the closing price of the Shares on ASX on 5 October 2017.

8. The table does not incorporate the effects of any Shares issued under Resolution 4.

9. (c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

9

• (d) The Company may seek to issue the Equity Securities under the 10% Placement Facility to raise funds for working capital and the exploration and development of its existing projects including the Yarraloola, Yarrie, Shepherds Well and Buddadoo projects.

The Company may also issue Equity Securities for non-cash consideration, such as for the acquisition of new assets or investments. If the Company issues Equity Securities for noncash consideration, the Company will release on valuation of the non-cash consideration that demonstrates that the deemed issue price of the Equity Securities complies with Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon any issue of Equity Securities.

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of persons to be issued Equity Securities will be determined on a case-by-case basis having regard to factors which include the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issues in which existing Shareholders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

The persons to be issued Equity Securities under the 10% Placement Facility have not been determined as at the date of this Notice but are likely to be sophisticated or professional investors for the purposes of section 708 of the Corporations Act .

If the Company is successful in acquiring new resource assets or investments, it is likely that the persons to be issued Equity Securities under the 10% Placement Facility will be the vendors of the new resource assets or investments.

• (f) The Company obtained Shareholder approval under Listing Rule 7.1A at its previous annual general meeting on 17 November 2016. In accordance with Listing Rule 7.3A.6, as at the date of this Notice, the Company has not issued any Equity Securities under Listing Rule 7.1A in the 12 months prior to the Annual General Meeting.

• (g) Details of securities issued during the 12 months preceding the date of the meeting.

During the 12 months preceding the date of the meeting the Company has not issued any securities.

• (h) A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in the issue of an Equity Securities under Listing Rule 7.1A. Therefore, no existing Shareholder's votes will be excluded from voting on Resolution 3.

7. Resolutions 4 – Approval of issue of Loan Repayment Shares to Creasy Group

7.1

Background

Resolution 4 is an ordinary resolution seeking Shareholder approval for the issue of Securities to Yandal Investments Pty Ltd, an entity associated with Creasy Group. The Securities to be issued to Yandal Investments Pty Ltd are in repayment of a loan advanced to the Company.

10

7.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that a company must not issue equity securities to a “related party” without the approval of holders of ordinary securities, or to a person whose relationship with the company or a related party of the company is, in ASX’s opinion, such that approval should be obtained.

Yandal Investments Pty Ltd is a related party of the Company within the definition set out in ASX Listing Rule 19.12. The Directors are therefore seeking Shareholder approval pursuant to ASX Listing Rule 10.11 to allow the Directors to issue Loan Repayment Shares to Yandal Investments Pty Ltd, on the terms set out in this Explanatory Statement.

The issue of the Loan Repayment Shares will not affect the capacity of the Company to issue securities in the next 12 months under ASX Listing Rule 7.1, as those securities (once issued) will be excluded from the calculations under ASX Listing Rule 7.1.

7.3

Section 208 of the Corporations Act

Section 208 of the Corporations Act states that a public company cannot give a “financial benefit” (including an issue of shares and options) to a “related party” of the Company unless one of the exceptions set out in section 210 to 216 of the Corporations Act apply, or the holders of ordinary securities have approved the giving of the financial benefit to the related party in a general meeting.

Yandal Investments Pty Ltd is a related party of the Company within the meaning specified under section 228 of the Corporations Act. Section 210 of the Corporations Act states that Shareholder approval is not needed to give a financial benefit that is on arm's length terms.

It is the view of the Directors that the exception set out in section 210 of the Corporations Act applies in the current circumstances. The Directors considered the terms of the Loan Agreement at the time of entering into the agreement and were satisfied that the terms being offered were in line with similar arrangements entered into by other companies at the time. Accordingly, the Directors have determined not to seek Shareholder approval under section 208 of the Corporations Act for the issue of securities to Yandal Investments Pty Ltd.

7.4

Technical Information – ASX Listing Rule 10.13

As required by Listing Rule 10.13, the following information is provided in relation to Resolution 4.

• (a) The related party to which Shares are to be allotted and issued under Resolution 4 is Yandal Investments Pty Ltd.

• (b) The maximum number of Shares to be issued under Resolution 4 is 33,333,333.

• (c) The Shares will be issued as soon as practicable after Shareholders approve Resolution 4 and, in any event, no later than 1 month after the Annual General Meeting (or such later date to the extent permitted by any waiver of the ASX Listing Rules).

• (d) Yandal Investments Pty Ltd is a related party of the Company who has a controlling interest in the Company.

• (e) The Shares will be issued at an issue price per Share of $0.015 per Share.

• (f) The Shares to be issued under Resolution 4 are ordinary fully paid shares which on issue will rank equally with the Existing Shares.

• (g) Funds raised by the issue of the Shares under Resolution 4 will be used for ongoing exploration of the Company's projects and working capital.

11

Glossary

In this Notice and Explanatory Statement, the following terms have the following meanings:	In this Notice and Explanatory Statement, the following terms have the following meanings:
Annexure	an annexure to the Explanatory Statement.
ASIC	the Australian Securities and Investments Commission.
Annual General Meeting	the annual general meeting convened by this Notice.
ASX	ASX Limited ACN 008 624 691 or the Australian Securities
	Exchange, as the context requires.
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 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	Coziron Resources Limited ACN 085 166 721.
Constitution	the constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	a director of the Company.
Equity Securities	has the meaning given in the Listing Rules.
Explanatory Statement	the explanatory statement incorporated in the Notice.
Key Management Personnel	the key management personnel of the Company as defined in
	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).
Listing Rules	the ASX Listing Rules published and distributed by ASX.
Notice	the notice of annual general meeting incorporating the
	Explanatory Statement.
Option	an option to acquire a Share.
Proxy Form	the proxy form attached to this Notice.
Resolution	a resolution contained in this Notice.
Section	a section contained in the Explanatory Statement.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of a Share.
VWAP	the volume weighted average price of Shares.
WST	Western Standard Time, being the time in Perth, Western
	Australia.

12

==> picture [165 x 66] intentionally omitted <==

==> picture [285 x 114] intentionally omitted <==

AGM Registration Card

==> picture [152 x 16] intentionally omitted <==

==> picture [170 x 15] intentionally omitted <==

==> picture [142 x 16] intentionally omitted <==

Appointment of Proxy

==> picture [169 x 28] intentionally omitted <==

Holder Number:

==> picture [537 x 510] intentionally omitted <==

==> picture [119 x 15] intentionally omitted <==

==> picture [70 x 15] intentionally omitted <==

==> picture [143 x 16] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [197 x 11] intentionally omitted <==

==> picture [206 x 12] intentionally omitted <==

==> picture [6 x 12] intentionally omitted <==

==> picture [23 x 12] intentionally omitted <==

==> picture [102 x 12] intentionally omitted <==

==> picture [68 x 12] intentionally omitted <==

==> picture [24 x 11] intentionally omitted <==

==> picture [168 x 11] intentionally omitted <==

==> picture [26 x 11] intentionally omitted <==

==> picture [234 x 12] intentionally omitted <==

==> picture [130 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [118 x 12] intentionally omitted <==

==> picture [113 x 12] intentionally omitted <==

==> picture [173 x 12] intentionally omitted <==

==> picture [81 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [46 x 12] intentionally omitted <==

==> picture [185 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [189 x 12] intentionally omitted <==

==> picture [72 x 12] intentionally omitted <==

==> picture [33 x 12] intentionally omitted <==

==> picture [101 x 12] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [30 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [57 x 11] intentionally omitted <==

==> picture [20 x 10] intentionally omitted <==

==> picture [44 x 10] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [19 x 11] intentionally omitted <==

==> picture [29 x 11] intentionally omitted <==

==> picture [20 x 10] intentionally omitted <==

==> picture [48 x 10] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [54 x 11] intentionally omitted <==

==> picture [89 x 12] intentionally omitted <==

==> picture [191 x 12] intentionally omitted <==

==> picture [39 x 12] intentionally omitted <==

==> picture [210 x 12] intentionally omitted <==

==> picture [51 x 12] intentionally omitted <==

==> picture [198 x 12] intentionally omitted <==

==> picture [89 x 12] intentionally omitted <==

==> picture [48 x 12] intentionally omitted <==

==> picture [182 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [76 x 12] intentionally omitted <==

==> picture [84 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [179 x 12] intentionally omitted <==

==> picture [29 x 12] intentionally omitted <==

==> picture [222 x 12] intentionally omitted <==

==> picture [101 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [130 x 12] intentionally omitted <==

==> picture [106 x 12] intentionally omitted <==

==> picture [83 x 12] intentionally omitted <==

==> picture [96 x 12] intentionally omitted <==

==> picture [74 x 12] intentionally omitted <==

==> picture [144 x 12] intentionally omitted <==

==> picture [107 x 12] intentionally omitted <==

==> picture [167 x 12] intentionally omitted <==

==> picture [85 x 12] intentionally omitted <==

==> picture [82 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [76 x 12] intentionally omitted <==

==> picture [174 x 12] intentionally omitted <==

==> picture [158 x 12] intentionally omitted <==

==> picture [95 x 12] intentionally omitted <==

==> picture [77 x 12] intentionally omitted <==

==> picture [166 x 12] intentionally omitted <==

==> picture [109 x 12] intentionally omitted <==

==> picture [86 x 12] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [87 x 12] intentionally omitted <==

==> picture [166 x 12] intentionally omitted <==

==> picture [56 x 12] intentionally omitted <==

==> picture [197 x 12] intentionally omitted <==

==> picture [226 x 12] intentionally omitted <==

==> picture [170 x 12] intentionally omitted <==

==> picture [66 x 12] intentionally omitted <==

==> picture [54 x 12] intentionally omitted <==

==> picture [84 x 12] intentionally omitted <==

==> picture [228 x 12] intentionally omitted <==

==> picture [212 x 12] intentionally omitted <==

==> picture [235 x 12] intentionally omitted <==

==> picture [71 x 12] intentionally omitted <==

==> picture [172 x 12] intentionally omitted <==

==> picture [245 x 12] intentionally omitted <==

==> picture [238 x 12] intentionally omitted <==

==> picture [210 x 12] intentionally omitted <==

==> picture [54 x 12] intentionally omitted <==

==> picture [119 x 12] intentionally omitted <==

==> picture [79 x 12] intentionally omitted <==

==> picture [18 x 12] intentionally omitted <==

==> picture [104 x 12] intentionally omitted <==

==> picture [86 x 12] intentionally omitted <==

==> picture [201 x 12] intentionally omitted <==

==> picture [53 x 12] intentionally omitted <==

==> picture [155 x 12] intentionally omitted <==

==> picture [21 x 12] intentionally omitted <==

==> picture [34 x 12] intentionally omitted <==

==> picture [20 x 12] intentionally omitted <==

==> picture [26 x 12] intentionally omitted <==

==> picture [59 x 12] intentionally omitted <==

==> picture [116 x 12] intentionally omitted <==

==> picture [7 x 12] intentionally omitted <==

==> picture [240 x 12] intentionally omitted <==

==> picture [194 x 12] intentionally omitted <==

==> picture [60 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [197 x 12] intentionally omitted <==

==> picture [95 x 12] intentionally omitted <==

==> picture [92 x 12] intentionally omitted <==

==> picture [26 x 12] intentionally omitted <==

==> picture [128 x 12] intentionally omitted <==

==> picture [137 x 12] intentionally omitted <==

==> picture [117 x 12] intentionally omitted <==

==> picture [166 x 12] intentionally omitted <==

==> picture [64 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [33 x 12] intentionally omitted <==

==> picture [81 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [46 x 12] intentionally omitted <==

==> picture [83 x 12] intentionally omitted <==

==> picture [194 x 12] intentionally omitted <==

==> picture [59 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [194 x 12] intentionally omitted <==

==> picture [125 x 12] intentionally omitted <==