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Crucible Gold Limited

ACN 089 145 424

NOTICE OF GENERAL MEETING OF SHAREHOLDERS AND EXPLANATORY MEMORANDUM

20[th] August 2013

10.20 am Perth time (WST)

Nova Legal, Ground Floor, 10 Ord Street West Perth Western Australia

This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9486 8237.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Crucible Gold Limited will be held at Nova Legal Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.20 am WST.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are the holders of Shares in the Company on 19[th] August 2013 at 5.00 pm WST ( Shareholders ).

Further terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Resolution 1: Selective Capital Reduction – Westaf Performance Shares

To consider and, if thought fit, to pass the following resolution pursuant to section 256C(2)(a) of the Corporations Act as a special resolution:

“That subject to the approval of:

(a) Resolution 2 of this Notice of Meeting below;
(b) the special resolution set out as Resolution 1 in the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013; and
(c) the special resolution set out as Resolution 1 in the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013,

pursuant to section 256C(2) of the Corporations Act, and for all other purposes, approval is given by the Shareholders for the Company to make a selective reduction of capital and cancel a total of 1,250,000 Westaf Performance Shares on the terms and conditions set out in the Explanatory Memorandum”

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Resolution 2: Selective Capital Reduction – JEM Performance Shares

To consider and, if thought fit, to pass the following resolution pursuant to section 256C(2)(a) of the Corporations Act as a special resolution:

“That subject to the approval of:
(a) Resolution 1 of this Notice of Meeting above;
(b) the special resolution set out as Resolution 1 in the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013; and
(c) the special resolution set out as Resolution 1 in the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013,

pursuant to section 256C(2) of the Corporations Act, and for all other purposes, approval is given by the Shareholders for the Company to make a selective reduction of capital and cancel a total of 24,000,000 JEM Performance Shares on the terms and conditions set out in the Explanatory Memorandum”

Dated 16 July 2013

BY ORDER OF THE BOARD

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Ian Hobson

Company Secretary

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting of Shareholders to be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.20am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolution in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company 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.

3. Resolutions 1 and 2 – Selective Capital Reduction

3.1 Background

The Westaf Performance Shares and JEM Performance Shares were issued on 4 October 2011 pursuant to the terms of the Westaf Share Sale Agreement and the JEM Share Sale Agreement. Shareholder approval for the issue of the Westaf Performance Shares and JEM Performance Shares was obtained on 30 August 2011.

Subsequent to the Westaf Share Sale Agreement and JEM Share Sale Agreement, the Company and a majority of the Westaf Performance Shareholders and JEM Performance Shareholders

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entered into letter agreements on 21[st] May 2013 whereby it was agreed that the Westaf Performance Shares and JEM Performance Shares would be cancelled ( Letter Agreements ), with the remaining Westaf Performance Shareholders and JEM Performance Shareholders verbally stating they intend to sign the Letter Agreements. The material terms of the Letter Agreements are as follows:

(a) the Westaf Performance Shares and JEM Performance Shares will be cancelled by the Company in accordance with section 256C of the Corporations Act via:
(i) a special resolution passed by the Company’s shareholders;
(ii) a special resolution passed by the Westaf Performance Shareholders; and
(iii) a special resolution passed by the JEM Performance Shareholders;
(b) no consideration will be provided to the Westaf Performance Shareholders or the JEM Performance Shareholders in respect of the cancellation of the Westaf Performance Shares or the JEM Performance Shares;
(c) subject to the Westaf Performance Shares and JEM Performance Shares being cancelled, on and from the date of the cancellation of the Westaf Performance Shares and JEM Performance Shares, the Westaf Performance Shareholders and JEM Performance Shareholders unconditionally and irrevocably release and discharge the Company (and if applicable, its officers and employees) from all obligations, undertaking and liabilities of any nature, and all actions, suits, claims, demands, causes of action, costs and expenses, whether legal, equitable, under statute or otherwise, which the Westaf Performance Shareholders and JEM Performance Shareholders:
(i) currently have;
(ii) at any time had;
(iii) may have; or
(iv) but for the Letter Agreements, could or might have had,

against the Company in any way relating to the cancellation of the Westaf Performance Shares and JEM Performance Shares, or circumstances arising out of or in any way connected or related to the Westaf Performance Shares and JEM Performance Shares; and

(d) the Letter Agreements also contains further provisions, including warranties, representations and indemnities which are considered standard in an agreement of this type.

Accordingly, Resolutions 1 and 2 seek Shareholder approval for the reduction of capital by way of a cancellation of all of the Westaf Performance Shares and JEM Performance Shares held by the Westaf Performance Shareholders and JEM Performance Shareholders, being a total of 25,250,000 Performance Shares, comprised of:

(a) 250,000 Westaf Performance Shares and 9,600,000 JEM Performance Shares held by Timothy James Fry;
(b) 250,000 Westaf Performance Shares and 1,800,000 JEM Performance Shares held by Vault (WA) Pty Ltd as trustee for the Vault Trust;
(c) 250,000 Westaf Performance Shares and 1,000,800 JEM Performance Shares held by Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund;

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(d) 125,000 Westaf Performance Shares and 499,200 JEM Performance Shares held by AMG Real Estate Pty Ltd as trustee for the AMG Trust;
(e) 375,000 Westaf Performance Shares and 1,500,000 JEM Performance Shares held by Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust; and
(f) 9,600,000 JEM Performance Shares held by ModiaSolar SA.

3.2 Corporations Act

Pursuant to section 256C of the Corporations Act, a company may make a selective capital reduction if it is approved by a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction, or whose liability to pay amounts unpaid on shares is to be reduced. If the reduction of capital involves the cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

(a) addressing the risk of the transaction leading to the Company’s solvency;
(b) seeking to ensure fairness between the shareholders of the Company; and
(c) requiring the Company to disclose all material information.

Further, section 256B of the Corporations Act requires that a Company may only reduce its capital if:

(a) it is fair and reasonable to the shareholders as a whole;
(b) it does not materially prejudice the Company’s ability to pay its creditors; and
(c) it is approved by shareholders in accordance with section 256C of the Corporations Act.

Section 256C(4) of the Corporations Act requires that the Company must include with the Notice a statement setting out all information known to the Company that is material to the decision on how to vote on the resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to Shareholders.

The Directors believe that the capital reduction as proposed is fair and reasonable to Shareholders for the reasons set out in this Explanatory Memorandum and that the capital reduction will not prejudice the Company’s ability to pay its creditors. Further, the Directors believe that it is appropriate that the Westaf Performance Shares and JEM Performance Shares be cancelled in the circumstances.

In accordance with section 256C(2) of the Corporations Act, a selective reduction of capital must be approved by either:

(a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the

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reduction, or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or

(b) a resolution agreed to, at a general meeting by all ordinary shareholders (i.e. unanimous approval).

The term “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operation in the context of the ASX Listing Rules.

In addition, the capital reduction must be approved by a special resolution passed at two further separate meetings attended by the Westaf Performance Shareholders and JEM Performance Shareholders (respectively) whose shares are to be cancelled. The capital reduction will proceed only if all resolutions table at all three meetings are passed, being:

(a) Resolutions 1 and 2 of the above Notice of Meeting of Shareholders;
(b) Resolution 1 of the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013; and
(c) Resolution 1 of the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013.

Accordingly:

(a) Resolution 1 of the Notice above must be passed by at least 75% of the votes cast by Shareholders present and entitled to vote on the resolution;
(b) Resolution 2 of the Notice above must be passed by at least 75% of the votes cast by Shareholders present and entitled to vote on the resolution;
(c) Resolution 1 of the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013 must be passed by at least 75% of the Westaf Performance Shareholders present and entitled to vote on the resolution; and
(d) Resolution 1 of the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013 must be passed by at least 75% of the JEM Performance Shareholders present and entitled to vote on the resolution.

If any of:

(a) Resolutions 1 or 2 of the above Notice of Meeting;
(b) Resolution 1 of the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013; or
(c) Resolution 1 of the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013,

are not passed, the Westaf Performance and JEM Shares will not be cancelled and the Westaf Performance Shareholders and JEM Performance Shareholders will remain as holders of Westaf Performance Shares and JEM Performance Shares in the Company.

3.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the selective capital reduction and cancellation of the Westaf Performance Shares and JEM Performance Shares is as follows:

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		Ordinary Shares: Westaf Performance Shares: JEM Performance Shares: Options: Westaf Performance Options2: 26,114,640 1,250,000 24,000,000 8,700,000 1,250,000
Capital Structurebefore selective reduction of capital and cancellation of Westaf Performance Shares and JEM Performance Shares

		Ordinary Shares: Options: Westaf Performance Options2: 26,114,640 8,700,000 1,250,000
Capital Structureafter selective reduction of capital and cancellation of Westaf Performance Shares and JEM Performance Shares1

1 Less Westaf Performance Shares and JEM Performance Shares the subject of selective capital reduction and cancellation.

2 1,250,000 Westaf Performance Options will also be cancelled for nil consideration upon the Company receiving signed Letter Agreements from the respective Westaf Performance Shareholders.

The Westaf Performance Shares and JEM Performance Shares the subject of the selective capital reduction and cancellation do not carry voting rights at general meeting of shareholders until they are converted into ordinary Shares in accordance with the terms and conditions of the Westaf Share Sale Agreement and the JEM Share Sale Agreement. Accordingly, if the selective reduction of capital and cancellation of the Westaf Performance Shares and JEM Performance Shares proceeds, it will not dilute the percentage shareholder of holders of ordinary fully paid shares in the Company, nor affect the voting power of ordinary shareholders.

3.4 Directors’ Recommendation

The Directors believe that the proposed capital reduction and cancellation of Westaf Performance Shares and JEM Performance Shares is in the best interest of the Company as the issue of the Westaf Performance Shares and JEM Performance Shares are likely to have a detrimental effect on the share price of the Company and make it more difficult to secure funding and future projects. For this reason, the Directors recommend that Shareholders vote in favour of the capital reduction and cancellation.

3.5 Timetable

The Meeting of Westaf Performance Shareholders will be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.00am (WST).

The Meeting of JEM Performance Shareholders will be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.10am (WST), or as soon as the Meeting of Westaf Performance Shareholders has concluded, whichever is the earlier.

The Meeting of ordinary Shareholders will be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.20am (WST), or as soon as the Meeting of JEM Performance Shareholders has concluded, whichever is the earlier.

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Once all of the Resolutions have been passed at all of the meetings referred to above, the Company will not make the reductions of capital or cancel the Westaf Performance Shares or JEM Performance Shares until at least 14 days after lodgement of the Resolutions with ASIC.

3.6 Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve Resolutions 1 and 2 being information that is known to any other Directors and which has not been previously disclosed to Shareholders, other than as disclosed in this Explanatory Memorandum.

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Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair or Chairman means the person appointed to chair the Meeting conveyed by this Notice.

Company means Crucible Gold Limited.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

JEM Performance Shares means the performance shares issued on 4 October 2011 pursuant to the terms of the JEM Share Sale Agreement, the terms and conditions of which are set out in Annexure 1.

JEM Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 9,600,000 JEM Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 1,800,000 JEM Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 1,000,800 JEM Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 499,200 JEM Performance Shares;
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 1,500,000 JEM Performance Shares; and
(f) ModiaSolar SA, being the holder of 9,600,000 JEM Performance Shares.

JEM Share Sale Agreement means the share sale agreement between ModiaSolar SA, Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, AMG Real Estate Pty Ltd as trustee for the AMG Trust, Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, Vault (WA) Pty Ltd as trustee for the Vault Trust, Timothy James Fry, Westaf Pty Ltd and the Company dated on or about 14[th] April 2011.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of general meeting.

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Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of ordinary fully paid shares in the Company.

Westaf Performance Shares means the performance shares issued on 4 October 2011 pursuant to the terms of the Westaf Share Sale Agreement, the terms and conditions of which are set out in Annexure 2.

Westaf Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 250,000 Westaf Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 250,000 Westaf Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 250,000 Westaf Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 125,000 Westaf Performance Shares; and
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 375,000 Westaf Performance Shares.

Westaf Share Sale Agreement means the share sale agreement between Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, AMG Real Estate Pty Ltd as trustee for the AMG Trust, Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, Vault (WA) Pty Ltd as trustee for the Vault Trust, Timothy James Fry, and the Company dated on or about 14[th] April 2011.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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Annexure 1 – Terms and Conditions of JEM Performance Shares

1. Definitions

In this Annexure 1:

Alternative Performance Milestone means the date on which the Company publicly announces the existence of a JORC Code compliant inferred mineral resources of which the Company’s share is at least 250,000 ounces of gold for any project which JEM has, in the reasonable opinion of the Company’s Board, been instrumental in facilitating the acquisition of by the Company.

Completion means completion of the JEM Share Sale Agreement.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset including any retention of title; or
(b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, but is not limited to, any agreement to grant or create any of the above.

Expiry Date means 26 September 2014.

First Performance Shares means 12,000,000 shares on the terms and conditions set out in this Annexure 1.

First Performance Milestone means the first to occur of:

(a) the date on three of the five applications (reference Nos 0024-0028 of 17 January 2011) have been granted on conditions satisfactory to the Company (acting reasonably); and
(b) the Alternative Performance Milestone.

Second Performance Milestone means the first to occur of:

(a) the first date on which, at the same time or as subsequent to the satisfaction of the First Performance Milestone, the remaining two applications have been granted on conditions satisfactory to the Company (acting reasonably); and
(b) the Alternative Performance Milestone.

Second Performance Shares means 12,000,000 shares on the terms and conditions set out in this Annexure 1.

Sellers means ModiaSolar SA, Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, AMG Real Estate Pty Ltd as trustee for the AMG Trust, Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, Vault (WA) Pty Ltd as trustee for the Vault Trust, and Timothy James Fry.

2. Conversion of Performance Shares

The Performance Shares will convert into Shares in accordance with the terms and conditions below.

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3. Conversion of First Performance Shares

(a) Subject to clause 9 , each First Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the First Performance Milestone.
(b) No consideration is payable on conversion of the First Performance Shares.
(c) If the First Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will, immediately after the Expiry Date, redeem all the First Performance Shares held by each holder of First Performance Shares at $0.00001 per First Performance Share.

4. Conversion of Second Performance Shares

(a) Subject to clause 9, each Second Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the Second Performance Milestone.
(b) No consideration is payable on conversion of the Second Performance Shares.
(c) If the Second Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will, immediately after the Expiry Date, redeem all the Second Performance Shares held by each holder of Second Performance Shares at $0.00001 per Second Performance Share.

5. Performance Milestones achieved before Completion

If the First Performance Milestone or both Performance Milestones are satisfied before Completion has occurred, then, at Completion, the Company will issue the Sellers one Share for each Performance Share to which the Sellers are entitled under the JEM Share Sale Agreement and will comply with clause 10 in relation to those Shares.

6. Rights of Performance Shareholders

(a) The Performance Shares will not be quoted.
(b) The Performance Shares are not transferrable.
(c) Performance Shareholders do not have the right to vote at general meetings of the Company or any other voting rights except as required by law.
(d) Performance Shareholders are not entitled to any dividends declared by the Company.
(e) Performance Shareholders have no participation rights or entitlements, including the right to receive notices, reports and audited accounts, and attend general meetings.

7. New issues and reconstructions

(a) Prior to conversion of the Performance Shares, Performance Shareholders will have no right to participate in new issues of capital by the Company, including, without limitation, entitlement issues and bonus issues.
(b) However, if there is a bonus issue undertaken prior to the achievement of a Performance Milestone, Performance Shareholders may upon achievement of the Performance

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Milestone have issued to it additional Shares equal to the number of Shares that it would have received had the conversion of those Performance Shares occurred before the record date of the bonus issue.

(c) In the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number Shares, the Performance Shares will be reconstructed, consolidated or divided in the same proportion as the Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Company’s Shareholders.
(d) The Company must, within a reasonable period, give to a Performance Shareholder notice of any change to the number of Shares which the Performance Shareholder is entitled to receive on conversion of its Performance Shares.

8. Winding up

If the Company is wound up prior to conversion of any Performance Shares, then the Performance Shareholders will have:

(a) no right to be paid cash for non-converted Performance Shares; and
(b) no right to participate in surplus assets or profits of the Company on winding up.

9. Section 606 of the Corporations Act

If the conversion of some or all of the Performance Shares under these terms and conditions would result in any person being in contravention of section 606 of the Corporations Act, then the conversion of each Performance Share that would cause the contravention will be deferred until the conversion would not result in a contravention of section 606.

10. Company’s obligations post conversion

(a) The Company will apply to ASX for official quotation of the Shares issued on conversion of the Performance Shares within 2 Business Days after the date of conversion.
(b) On conversion of the Performance Shares into Shares, the Shares will be:
(i) be fully paid;
(ii) be free of Encumbrances; and
(iii) rank equally in all respects with the other ordinary shares on issue in the capital of the Company as at the date of issue.

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Annexure 2 – Terms and Conditions of Westaf Performance Shares

1. Definitions

In this Annexure 2:

Completion means completion of the Westaf Share Sale Agreement.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset including any retention of title; or
(b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

Expiry Date means 26 September 2014

Sellers means Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, AMG Real Estate Pty Ltd as trustee for the AMG Trust, Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, Vault (WA) Pty Ltd as trustee for the Vault Trust, and Timothy James Fry.

Performance Milestone means the date on which the Company publicly announces the existence of a JORC Code compliant inferred mineral resources of which the Company’s share is at least 250,000 ounces of gold for any project.

Performance Shares means 1,250,000 shares on the terms and conditions set out in this Annexure 2.

2. Conversion of Performance Shares

The Performance Shares will convert into Shares in accordance with these terms and conditions.

3. Conversion of Performance Shares

(a) Subject to clause 8, each Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the Performance Milestone.
(b) No consideration is payable on conversion of the Performance Shares.
(c) If the Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will redeem all the Performance Shares held by each holder of Performance Shares at $0.00001 per Performance Share.

4. Performance Milestones achieved before Completion

If the Performance Milestone is satisfied before Completion has occurred, then, at Completion, the Company will issue the Sellers one Share for each Performance Share to which the Sellers are entitled under the Westaf Share Sale Agreement and will comply with clause 9 in relation to those

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Shares.

5. Rights of Performance Shareholders

(a) The Performance Shares will not be quoted.
(b) The Performance Shares are not transferrable.
(c) Performance Shareholders do not have the right to vote at general meetings of the Company or any other voting rights except as required by law.
(d) Performance Shareholders are not entitled to any dividends declared by the Company.
(e) Performance Shareholders have no participation rights or entitlements, including the right to receive notices, reports and audited accounts, and attend general meetings.

6. New issues and reconstructions

(a) Prior to conversion of the Performance Shares, Performance Shareholders will have no right to participate in new issues of capital by the Company, including, without limitation, entitlement issues and bonus issues.
(b) However, if there is a bonus issue undertaken prior to the achievement of a Performance Milestone, Performance Shareholders may upon achievement of the Performance Milestone have issued to it additional Shares equal to the number of Shares that it would have received had the conversion of those Performance Shares occurred before the record date of the bonus issue.
(c) Subject to the Listing Rules, in the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number Shares, the Performance Shares will be reconstructed, consolidated or divided in the same proportion as the Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Company’s Shareholders.
(d) The Company must, within a reasonable period, give to a Performance Shareholder notice of any change to the number of Shares which the Performance Shareholder is entitled to receive on conversion of its Performance Shares.

7. Winding up

If the Company is wound up prior to conversion of any Performance Shares, then the Performance Shareholders will have:

(a) no right to be paid cash for non-converted Performance Shares; and
(b) no right to participate in surplus assets or profits of the Company on winding up.

8. Section 606 of the Corporations Act

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9. Company’s obligations post conversion

(a) The Company will apply to ASX for official quotation of the Performance Shares following their conversion into Shares within 2 Business Days after the date of conversion.
(b) On conversion of the Performance Shares into Shares, the Shares will be:
(i) be fully paid;
(ii) be free of Encumbrances; and
(iii) rank equally in all respects with the other ordinary shares on issue in the capital of the Company as at the date of conversion.

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PROXY FORM – ORDINARY SHAREHOLDERS

The Secretary Crucible Gold Limited By Post: PO Box 1925, West Perth, 6872 By facsimile:+61 8 9226 37 64 Name of Shareholder: Address of Shareholder: Number of Shares entitled to vote:

Please mark  to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

The Chairman of the OR if you are NOT appointing the Chairman of Meeting (mark box) the meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the person so named or, if no person is named, the Chairman of the 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 General Meeting to be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.20 am (WST) and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of the Resolution.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolution 1 and 2 please place a mark in this box. By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by the Chair of the General Meeting for Resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

Important – If the Chairman of the Meeting is your proxy or is appointed your proxy by default

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1. If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box in relation to Resolutions 1 and 2, you will be authorising the Chairman to vote in accordance with the Chairman’s voting intentions on Resolutions 1 and 2.

Step 2 – Instruction as to Voting on Resolution

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

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

FOR AGAINST ABSTAIN
Resolution 1: Selective Reduction of Capital – Westaf Performance Shares   
Resolution 2: Selective Reduction of Capital – JEM Performance Shares   
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Notice of Meeting of Ordinary Shareholders final 16.07.2013.docx

Authorised signature/s

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

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary Contact Name Contac t Daytime Telephone Date 1Insert name and address of Shareholder 2Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder’s votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate or Appointment of Representative prior admission. A form of the certificate may be obtained from the Company’s share registry.

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

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy, of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicated the office held by signing in the appropriate space.

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

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received at the Perth office of the Company at Level 1, 6 Thelma Street, West Perth, WA 6005 or by facsimile +61 8 9226 37 64 not less than 48 hours prior to the time of commencement of the Meeting (WST).

Notice of Meeting of Ordinary Shareholders final 16.07.2013.docx

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Crucible Gold Limited

ACN 089 145 424

NOTICE OF GENERAL MEETING OF WESTAF PERFORMANCE SHAREHOLDERS AND EXPLANATORY MEMORANDUM

20[th] August 2013

10.00 am Perth time (WST)

Nova Legal, Ground Floor, 10 Ord Street West Perth Western Australia

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9486 8237.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Westaf Performance Shareholders of Crucible Gold Limited will be held at Nova Legal Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.00 am WST.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are the holders of Westaf Performance Shares in the Company listed in Schedule 1, whose Westaf Performance Shares are to be cancelled and who are registered holders of Westaf Performance Shares on 19[th] August 2013 at 5.00 pm WST (Westaf Performance Shareholders ).

Further terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Resolution 1 – Selective Capital Reduction

To consider and, if thought fit, to pass the following resolution pursuant to section 256C(2)(a) of the Corporations Act as a special resolution:

“That subject to the approval of:

(a) the special resolutions set out as Resolutions 1 and 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013; and
(b) the special resolution set out as Resolution 1 in the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013,

pursuant to section 256C(2) of the Corporations Act, and for all other purposes, approval is given by the Westaf Performance Shareholders for the Company to make a selective reduction of capital and cancel a total of 1,250,000 Westaf Performance Shares on the terms and conditions set out in the Explanatory Memorandum”

Dated 16 July 2013 BY ORDER OF THE BOARD

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Ian Hobson

Company Secretary

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Westaf Performance Shareholders of the Company in connection with the business to be conducted at the Meeting of Westaf Performance Shareholders to be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.00am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Westaf Performance Shareholders in deciding whether or not to pass the Resolution in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Westaf Performance Shareholders

Westaf Performance Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Westaf Performance Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Westaf Performance Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Westaf Performance Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company 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.

3. Resolution 1 – Selective Capital Reduction

3.1 Background

Subsequent to the Westaf Share Sale Agreement and JEM Share Sale Agreement, the Company and a majority of the Westaf Performance Shares and JEM Performance Shareholders entered

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

into letter agreements on 21[st] May 2013 whereby it was agreed that the Westaf Performance Shares and JEM Performance Shares would be cancelled ( Letter Agreements ), with the remaining Westaf Performance Shareholders and JEM Performance Shareholders verbally stating that they intend to sign the Letter Agreements. The material terms of the Letter Agreements are as follows:

(a) the Westaf Performance Shares and JEM Performance Shares will be cancelled by the Company in accordance with section 256C of the Corporations Act via a special resolution passed by the Company’s shareholders and a special resolution passed by the Westaf Performance Shareholders and JEM Performance Shareholders;
(b) no consideration will be provided to the Westaf Performance Shareholders and JEM Performance Shareholders in respect of the cancellation of the Westaf Performance Shares and JEM Performance Shares;
(c) subject to the Westaf Performance Shares and JEM Performance Shares being cancelled, on and from the date of the cancellation of the Westaf Performance Shares and JEM Performance Shares, the Westaf Performance Shareholders and JEM Performance Shareholders unconditionally and irrevocably release and discharge the Company (and if applicable, its officers and employees) from all obligations, undertaking and liabilities of any nature, and all actions, suits, claims, demands, causes of action, costs and expenses, whether legal, equitable, under statute or otherwise, which the Westaf Performance Shareholders and JEM Performance Shareholders:
(i) currently have;
(ii) at any time had;
(iii) may have; or
(iv) but for the Letter Agreements, could or might have had,

(d) the Letter Agreements also contains further provisions, including warranties, representations and indemnities which are considered standard in an agreement of this type.

Accordingly, Resolution 1 seeks Westaf Performance Shareholder approval for the reduction of capital by way of a cancellation of all of the Westaf Performance Shares held by the Westaf Performance Shareholders, being a total of 1,250,000 Westaf Performance Shares, comprised of:

(a) 250,000 Westaf Performance Shares held by Timothy James Fry;
(b) 250,000 Westaf Performance Shares held by Vault (WA) Pty Ltd as trustee for the Vault Trust;
(c) 250,000 Westaf Performance Shares held by Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund;
(d) 125,000 Westaf Performance Shares held by AMG Real Estate Pty Ltd as trustee for the AMG Trust; and

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

(e) 375,000 Westaf Performance Shares held by Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust.

3.2 Corporations Act

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

(a) addressing the risk of the transaction leading to the Company’s solvency;
(b) seeking to ensure fairness between the shareholders of the Company; and
(c) requiring the Company to disclose all material information.

Further, section 256B of the Corporations Act requires that a Company may only reduce its capital if:

(a) it is fair and reasonable to the shareholders as a whole;
(b) it does not materially prejudice the Company’s ability to pay its creditors; and
(c) it is approved by shareholders in accordance with section 256C of the Corporations Act.

In accordance with section 256C(2) of the Corporations Act, a selective reduction of capital must be approved by either:

(a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction, or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or
(b) a resolution agreed to, at a general meeting by all ordinary shareholders (i.e. unanimous approval).

The term “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operation in the context of the ASX Listing Rules.

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(a) Resolutions 1 and 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013;
(b) Resolution 1 of the above Notice of Meeting of Westaf Performance Shareholders; and
(c) Resolution 1 of the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013.

Accordingly:

(a) Resolution 1 of the Notice above must be passed by at least 75% of the votes cast by Westaf Performance Shareholders present and entitled to vote on the resolution;
(b) Resolution 1 of the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013 must be passed by at least 75% of the JEM Performance Shareholders present and entitled to vote on the resolution;
(c) Resolution 1 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013 must be passed by at least 75% of the ordinary Shareholders present and entitled to vote on the resolution; and
(d) Resolution 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013 must be passed by at least 75% of the ordinary Shareholders present and entitled to vote on the resolution.

If any of:

(a) Resolutions 1 or 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013;
(b) Resolution 1 of the Notice of Meeting of above; or
(c) Resolution 1 of the Notice of Meeting of JEM Performance Shareholders dated 16 July 2013,

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

3.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the selective capital reduction and cancellation of the Westaf Performance Shares and JEM Performance Shares is as follows:

		Ordinary Shares: Westaf Performance Shares: JEM Performance Shares: Options: Westaf Performance Options2: 26,114,640 1,250,000 24,000,000 8,700,000 1,250,000
Capital Structurebefore selective reduction of capital and cancellation of Westaf Performance Shares and JEM Performance Shares

		Ordinary Shares: Options: Westaf Performance Options2: 26,114,640 8,700,000 1,250,000
Capital Structureafter selective reduction of capital and cancellation of Westaf Performance Shares and JEM Performance Shares1

1 Less Westaf Performance Shares and JEM Performance Shares the subject of selective capital reduction and cancellation.

2 1,250,000 Westaf Performance Options will also be cancelled for nil consideration upon the Company receiving signed Letter Agreements from the respective Westaf Performance Shareholders.

3.4 Directors’ Recommendation

The Directors believe that the proposed capital reduction and cancellation of Westaf Performance Shares and JEM Performance Shares is in the best interest of the Company as the issue of the Westaf Performance Shares and JEM Performance Shares are likely to have a detrimental effect on the share price of the Company and make it more difficult to secure funding and future projects. For this reason, the Directors recommend that Westaf Performance Shareholders and JEM Performance Shareholders vote in favour of the capital reduction and cancellation.

3.5 Timetable

The Meeting of Westaf Performance Shareholders will be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.00am (WST).

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

Once Resolution 1 has been passed at both of the meetings referred to above, the Company will not make the reductions of capital or cancel the Performance Shares until at least 14 days after lodgement of the Resolution with ASIC.

3.6 Other Material Information

There is no information material to the making of a decision by a Westaf Performance Shareholder whether or not to approve Resolution 1 being information that is known to any other Directors and which has not been previously disclosed to Westaf Performance Shareholders, other than as disclosed in this Explanatory Memorandum.

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair or Chairman means the person appointed to chair the Meeting conveyed by this Notice.

Company means Crucible Gold Limited.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

JEM Performance Shares means the performance shares issued on 4 October 2011 pursuant to the terms of the JEM Share Sale Agreement, the terms and conditions of which are set out in Annexure 1.

JEM Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 9,600,000 JEM Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 1,800,000 JEM Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 1,000,800 JEM Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 499,200 JEM Performance Shares;
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 1,500,000 JEM Performance Shares; and
(f) ModiaSolar SA, being the holder of 9,600,000 JEM Performance Shares.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of general meeting.

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 250,000 Westaf Performance Shares and 9,600,000 JEM Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 250,000 Westaf Performance Shares and 1,800,000 JEM Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 250,000 Westaf Performance Shares and 1,000,800 JEM Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 125,000 Westaf Performance Shares and 499,200 JEM Performance Shares;
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 375,000 Westaf Performance Shares and 1,500,000 JEM Performance Shares; and
(f) ModiaSolar SA, being the holder of 9,600,000 JEM Performance Shares.

Performance Shares means the JEM Performance Shares and the Westaf Performance Shares the terms and conditions of which are set out in Annexure 1 and Annexure 2, respectively.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of ordinary fully paid shares in the Company.

Westaf Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 250,000 Westaf Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 250,000 Westaf Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 250,000 Westaf Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 125,000 Westaf Performance Shares; and
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 375,000 Westaf Performance Shares.

Westaf Share Sale Agreement means the share sale agreement between Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, AMG

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

Real Estate Pty Ltd as trustee for the AMG Trust, Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, Vault (WA) Pty Ltd as trustee for the Vault Trust, Timothy James Fry, and the Company dated on or about 14[th] April 2011.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

Annexure 1 – Terms and Conditions of JEM Performance Shares

1. Definitions

In this Annexure 1:

Completion means completion of the JEM Share Sale Agreement.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset including any retention of title; or
(b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

Expiry Date means 26 September 2014.

First Performance Shares means 12,000,000 shares on the terms and conditions set out in this Annexure 1.

First Performance Milestone means the first to occur of:

(a) the date on three of the five applications (reference Nos 0024-0028 of 17 January 2011) have been granted on conditions satisfactory to the Company (acting reasonably); and
(b) the Alternative Performance Milestone.

Second Performance Milestone means the first to occur of:

(a) the first date on which, at the same time or as subsequent to the satisfaction of the First Performance Milestone, the remaining two applications have been granted on conditions satisfactory to the Company (acting reasonably); and
(b) the Alternative Performance Milestone.

Second Performance Shares means 12,000,000 shares on the terms and conditions set out in this Annexure 1.

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

2. Conversion of Performance Shares

The Performance Shares will convert into Shares in accordance with the terms and conditions below.

3. Conversion of First Performance Shares

(a) Subject to clause 9 , each First Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the First Performance Milestone.
(b) No consideration is payable on conversion of the First Performance Shares.
(c) If the First Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will, immediately after the Expiry Date, redeem all the First Performance Shares held by each holder of First Performance Shares at $0.00001 per First Performance Share.

4. Conversion of Second Performance Shares

(a) Subject to clause 9, each Second Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the Second Performance Milestone.
(b) No consideration is payable on conversion of the Second Performance Shares.
(c) If the Second Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will, immediately after the Expiry Date, redeem all the Second Performance Shares held by each holder of Second Performance Shares at $0.00001 per Second Performance Share.

5. Performance Milestones achieved before Completion

6. Rights of Performance Shareholders

(a) The Performance Shares will not be quoted.
(b) The Performance Shares are not transferrable.
(c) Performance Shareholders do not have the right to vote at general meetings of the Company or any other voting rights except as required by law.
(d) Performance Shareholders are not entitled to any dividends declared by the Company.
(e) Performance Shareholders have no participation rights or entitlements, including the right to receive notices, reports and audited accounts, and attend general meetings.

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7. New issues and reconstructions

(a) Prior to conversion of the Performance Shares, Performance Shareholders will have no right to participate in new issues of capital by the Company, including, without limitation, entitlement issues and bonus issues.
(b) However, if there is a bonus issue undertaken prior to the achievement of a Performance Milestone, Performance Shareholders may upon achievement of the Performance Milestone have issued to it additional Shares equal to the number of Shares that it would have received had the conversion of those Performance Shares occurred before the record date of the bonus issue.
(c) In the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number Shares, the Performance Shares will be reconstructed, consolidated or divided in the same proportion as the Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Company’s Shareholders.
(d) The Company must, within a reasonable period, give to a Performance Shareholder notice of any change to the number of Shares which the Performance Shareholder is entitled to receive on conversion of its Performance Shares.

8. Winding up

If the Company is wound up prior to conversion of any Performance Shares, then the Performance Shareholders will have:

(a) no right to be paid cash for non-converted Performance Shares; and
(b) no right to participate in surplus assets or profits of the Company on winding up.

9. Section 606 of the Corporations Act

10. Company’s obligations post conversion

(a) The Company will apply to ASX for official quotation of the Shares issued on conversion of the Performance Shares within 2 Business Days after the date of conversion.
(b) On conversion of the Performance Shares into Shares, the Shares will be:
(i) be fully paid;
(ii) be free of Encumbrances; and
(iii) rank equally in all respects with the other ordinary shares on issue in the capital of the Company as at the date of issue.

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Annexure 2 – Terms and Conditions of Westaf Performance Shares

1. Definitions

In this Annexure 2:

Completion means completion of the Westaf Share Sale Agreement.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset including any retention of title; or
(b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

Expiry Date means 26 September 2014.

Performance Shares means 1,250,000 shares on the terms and conditions set out in this Annexure 2.

2. Conversion of Performance Shares

The Performance Shares will convert into Shares in accordance with these terms and conditions.

3. Conversion of Performance Shares

(a) Subject to clause 8, each Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the Performance Milestone.
(b) No consideration is payable on conversion of the Performance Shares.
(c) If the Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will redeem all the Performance Shares held by each holder of Performance Shares at $0.00001 per Performance Share.

4. Performance Milestones achieved before Completion

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5. Rights of Performance Shareholders

(a) The Performance Shares will not be quoted.
(b) The Performance Shares are not transferrable.
(c) Performance Shareholders do not have the right to vote at general meetings of the Company or any other voting rights except as required by law.
(d) Performance Shareholders are not entitled to any dividends declared by the Company.
(e) Performance Shareholders have no participation rights or entitlements, including the right to receive notices, reports and audited accounts, and attend general meetings.

6. New issues and reconstructions

(a) Prior to conversion of the Performance Shares, Performance Shareholders will have no right to participate in new issues of capital by the Company, including, without limitation, entitlement issues and bonus issues.
(b) However, if there is a bonus issue undertaken prior to the achievement of a Performance Milestone, Performance Shareholders may upon achievement of the Performance Milestone have issued to it additional Shares equal to the number of Shares that it would have received had the conversion of those Performance Shares occurred before the record date of the bonus issue.
(c) Subject to the Listing Rules, in the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number Shares, the Performance Shares will be reconstructed, consolidated or divided in the same proportion as the Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Company’s Shareholders.
(d) The Company must, within a reasonable period, give to a Performance Shareholder notice of any change to the number of Shares which the Performance Shareholder is entitled to receive on conversion of its Performance Shares.

7. Winding up

If the Company is wound up prior to conversion of any Performance Shares, then the Performance Shareholders will have:

(a) no right to be paid cash for non-converted Performance Shares; and
(b) no right to participate in surplus assets or profits of the Company on winding up.

8. Section 606 of the Corporations Act

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9. Company’s obligations post conversion

(a) The Company will apply to ASX for official quotation of the Performance Shares following their conversion into Shares within 2 Business Days after the date of conversion.
(b) On conversion of the Performance Shares into Shares, the Shares will be:
(i) be fully paid;
(ii) be free of Encumbrances; and
(iii) rank equally in all respects with the other ordinary shares on issue in the capital of the Company as at the date of conversion.

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PROXY FORM The Secretary Crucible Gold Limited By Post: PO Box 1925, West Perth, 6872 By facsimile:+61 8 9226 37 64 Name of Shareholder: Address of Shareholder: Number of Shares entitled to vote:

Please mark  to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

If no directions are given, the Chair will vote in favour of the Resolution.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolution please place a mark in this box. By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolution and that votes cast by the Chair of the General Meeting for Resolution other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

Important – If the Chairman of the Meeting is your proxy or is appointed your proxy by default

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1. If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman’s voting intentions on Resolution 1.

Step 2 – Instruction as to Voting on Resolution

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

Resolution 1: Selective Reduction of Capital – Westaf Performance Shares

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FOR AGAINST ABSTAIN
  
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Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

Authorised signature/s

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

Proxy Notes:

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

Notice of Meeting of Westaf Performance Shareholders Crucible Gold final 16.7.2013.docx

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Crucible Gold Limited

ACN 089 145 424

NOTICE OF GENERAL MEETING OF JEM PERFORMANCE SHAREHOLDERS AND EXPLANATORY MEMORANDUM

20[th] August 2013

10.10 am Perth time (WST)

Nova Legal, Ground Floor, 10 Ord Street West Perth Western Australia

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9486 8237.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of JEM Performance Shareholders of Crucible Gold Limited will be held at Nova Legal Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.10 am WST.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are the holders of JEM Performance Shares in the Company listed in Schedule 1, whose JEM Performance Shares are to be cancelled and who are registered holders of JEM Performance Shares on 19[th] August 2013 at 5.00 pm WST (JEM Performance Shareholders ).

Further terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Resolution 1 – Selective Capital Reduction

To consider and, if thought fit, to pass the following resolution pursuant to section 256C(2)(a) of the Corporations Act as a special resolution:

“That subject to the approval of:

(a) the special resolutions set out as Resolutions 1 and 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013; and
(b) the special resolution set out as Resolution 1 in the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013,

pursuant to section 256C(2) of the Corporations Act, and for all other purposes, approval is given by the JEM Performance Shareholders for the Company to make a selective reduction of capital and cancel a total of 24,000,000 JEM Performance Shares on the terms and conditions set out in the Explanatory Memorandum”

Dated 16 July 2013 BY ORDER OF THE BOARD

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Ian Hobson

Company Secretary

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of JEM Performance Shareholders of the Company in connection with the business to be conducted at the Meeting of JEM Performance Shareholders to be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.10am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to JEM Performance Shareholders in deciding whether or not to pass the Resolution in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by JEM Performance Shareholders

JEM Performance Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by JEM Performance Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All JEM Performance Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a JEM Performance Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company 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.

3. Resolution 1 – Selective Capital Reduction

3.1 Background

Subsequent to the Westaf Share Sale Agreement and JEM Share Sale Agreement, the Company and a majority of the Westaf Performance Shares and JEM Performance Shareholders entered

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

(a) the Westaf Performance Shares and JEM Performance Shares will be cancelled by the Company in accordance with section 256C of the Corporations Act via a special resolution passed by the Company’s shareholders and a special resolution passed by the Westaf Performance Shareholders and JEM Performance Shareholders;
(b) no consideration will be provided to the Westaf Performance Shareholders and JEM Performance Shareholders in respect of the cancellation of the Westaf Performance Shares and JEM Performance Shares;
(c) subject to the Westaf Performance Shares and JEM Performance Shares being cancelled, on and from the date of the cancellation of the Westaf Performance Shares and JEM Performance Shares, the Westaf Performance Shareholders and JEM Performance Shareholders unconditionally and irrevocably release and discharge the Company (and if applicable, its officers and employees) from all obligations, undertaking and liabilities of any nature, and all actions, suits, claims, demands, causes of action, costs and expenses, whether legal, equitable, under statute or otherwise, which the Westaf Performance Shareholders and JEM Performance Shareholders:
(i) currently have;
(ii) at any time had;
(iii) may have; or
(iv) but for the Letter Agreements, could or might have had,

(d) the Letter Agreements also contains further provisions, including warranties, representations and indemnities which are considered standard in an agreement of this type.

Accordingly, Resolution 1 seeks JEM Performance Shareholder approval for the reduction of capital by way of a cancellation of all of the JEM Performance Shares held by the JEM Performance Shareholders, being a total of 24,000,000 JEM Performance Shares, comprised of:

(a) 9,600,000 JEM Performance Shares held by Timothy James Fry;
(b) 1,800,000 JEM Performance Shares held by Vault (WA) Pty Ltd as trustee for the Vault Trust;
(c) 1,000,800 JEM Performance Shares held by Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund;
(d) 499,200 JEM Performance Shares held by AMG Real Estate Pty Ltd as trustee for the AMG Trust;

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

(e) 1,500,000 JEM Performance Shares held by Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust; and
(f) 9,600,000 JEM Performance Shares held by ModiaSolar SA.

3.2 Corporations Act

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

(a) addressing the risk of the transaction leading to the Company’s solvency;
(b) seeking to ensure fairness between the shareholders of the Company; and
(c) requiring the Company to disclose all material information.

Further, section 256B of the Corporations Act requires that a Company may only reduce its capital if:

(a) it is fair and reasonable to the shareholders as a whole;
(b) it does not materially prejudice the Company’s ability to pay its creditors; and
(c) it is approved by shareholders in accordance with section 256C of the Corporations Act.

The Directors believe that the capital reduction as proposed is fair and reasonable to Shareholders for the reasons set out in this Explanatory Memorandum and that the capital reduction will not prejudice the Company’s ability to pay its creditors. Further, the Directors believe that it is appropriate that the JEM Performance Shares be cancelled in the circumstances.

In accordance with section 256C(2) of the Corporations Act, a selective reduction of capital must be approved by either:

(a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction, or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or
(b) a resolution agreed to, at a general meeting by all ordinary shareholders (i.e. unanimous approval).

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

The term “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operation in the context of the ASX Listing Rules.

In addition, the capital reduction must be approved by a special resolution passed at two further separate meetings attended by the Westaf Performance Shareholders and JEM Performance Shareholders whose shares are to be cancelled. The capital reduction will proceed only if all resolutions tabled at all three meetings are passed, being:

(a) Resolutions 1 and 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013;
(b) Resolution 1 of the above Notice of Meeting of JEM Performance Shareholders; and
(c) Resolution 1 of the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013.

Accordingly:

(a) Resolution 1 of the Notice above must be passed by at least 75% of the votes cast by JEM Performance Shareholders present and entitled to vote on the resolution;
(b) Resolution 1 of the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013 must be passed by at least 75% of the Westaf Performance Shareholders present and entitled to vote on the resolution;
(c) Resolution 1 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013 must be passed by at least 75% of the ordinary Shareholders present and entitled to vote on the resolution; and
(d) Resolution 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013 must be passed by at least 75% of the ordinary Shareholders present and entitled to vote on the resolution.

If any of:

(a) Resolutions 1 or 2 of the Notice of Meeting of ordinary Shareholders dated 16 July 2013;
(b) Resolution 1 of the Notice of Meeting of Westaf Performance Shareholders dated 16 July 2013; or
(c) Resolution 1 of the Notice of Meeting above,

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

3.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the selective capital reduction and cancellation of the Westaf Performance Shares and JEM Performance Shares is as follows:

		Ordinary Shares: Westaf Performance Shares: JEM Performance Shares: Options: Westaf Performance Options2: 26,114,640 1,250,000 24,000,000 8,700,000 1,250,000
Capital Structurebefore selective reduction of capital and cancellation of Westaf Performance Shares and JEM Performance Shares

		Ordinary Shares: Options: Westaf Performance Options2: 26,114,640 8,700,000 1,250,000
Capital Structureafter selective reduction of capital and cancellation of Westaf Performance Shares and JEM Performance Shares1

1 Less Westaf Performance Shares and JEM Performance Shares the subject of selective capital reduction and cancellation.

2 1,250,000 Westaf Performance Options will also be cancelled for nil consideration upon the Company receiving signed Letter Agreements from the respective Westaf Performance Shareholders.

3.4 Directors’ Recommendation

The Directors believe that the proposed capital reduction and cancellation of Westaf Performance Shares and JEM Performance Shares is in the best interest of the Company as the issue of the Westaf Performance Shares and JEM Performance Shares are likely to have a detrimental effect on the share price of the Company and make it more difficult to secure funding and future projects. For this reason, the Directors recommend that Westaf Performance Shareholders and JEM Performance Shareholders vote in favour of the capital reduction and cancellation.

3.5 Timetable

The Meeting of Westaf Performance Shareholders will be held at Nova Legal, Ground Floor, 10 Ord Street West Perth on 20[th] August 2013 commencing at 10.00am (WST).

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

3.6 Other Material Information

There is no information material to the making of a decision by a JEM Performance Shareholder whether or not to approve Resolution 1 being information that is known to any other Directors and which has not been previously disclosed to JEM Performance Shareholders, other than as disclosed in this Explanatory Memorandum.

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair or Chairman means the person appointed to chair the Meeting conveyed by this Notice.

Company means Crucible Gold Limited.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

JEM Performance Shares means the performance shares issued on 4 October 2011 pursuant to the terms of the JEM Share Sale Agreement, the terms and conditions of which are set out in Annexure 1.

JEM Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 9,600,000 JEM Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 1,800,000 JEM Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 1,000,800 JEM Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 499,200 JEM Performance Shares;
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 1,500,000 JEM Performance Shares; and
(f) ModiaSolar SA, being the holder of 9,600,000 JEM Performance Shares.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of general meeting.

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 250,000 Westaf Performance Shares and 9,600,000 JEM Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 250,000 Westaf Performance Shares and 1,800,000 JEM Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 250,000 Westaf Performance Shares and 1,000,800 JEM Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 125,000 Westaf Performance Shares and 499,200 JEM Performance Shares;
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 375,000 Westaf Performance Shares and 1,500,000 JEM Performance Shares; and
(f) ModiaSolar SA, being the holder of 9,600,000 JEM Performance Shares.

Performance Shares means the JEM Performance Shares and the Westaf Performance Shares the terms and conditions of which are set out in Annexure 1 and Annexure 2, respectively.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of ordinary fully paid shares in the Company.

Westaf Performance Shareholders means the following:

(a) Timothy James Fry, being the holder of 250,000 Westaf Performance Shares;
(b) Vault (WA) Pty Ltd as trustee for the Vault Trust, being the holder of 250,000 Westaf Performance Shares;
(c) Goldbondsuper Pty Ltd as trustee for the Goldbond No. 2 Superannuation Fund, being the holder of 250,000 Westaf Performance Shares;
(d) AMG Real Estate Pty Ltd as trustee for the AMG Trust, being the holder of 125,000 Westaf Performance Shares; and
(e) Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, being the holders of 375,000 Westaf Performance Shares.

Westaf Share Sale Agreement means the share sale agreement between Michael O’Donnell Brown and Elizabeth Brown as trustees for the Michael and Elizabeth Brown Family Trust, AMG

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

Annexure 1 – Terms and Conditions of JEM Performance Shares

1. Definitions

In this Annexure 1:

Completion means completion of the JEM Share Sale Agreement.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset including any retention of title; or
(b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

Expiry Date means 26 September 2014.

First Performance Shares means 12,000,000 shares on the terms and conditions set out in this Annexure 1.

First Performance Milestone means the first to occur of:

(a) the date on three of the five applications (reference Nos 0024-0028 of 17 January 2011) have been granted on conditions satisfactory to the Company (acting reasonably); and
(b) the Alternative Performance Milestone.

Second Performance Milestone means the first to occur of:

(a) the first date on which, at the same time or as subsequent to the satisfaction of the First Performance Milestone, the remaining two applications have been granted on conditions satisfactory to the Company (acting reasonably); and
(b) the Alternative Performance Milestone.

Second Performance Shares means 12,000,000 shares on the terms and conditions set out in this Annexure 1.

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

2. Conversion of Performance Shares

The Performance Shares will convert into Shares in accordance with the terms and conditions below.

3. Conversion of First Performance Shares

(a) Subject to clause 9 , each First Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the First Performance Milestone.
(b) No consideration is payable on conversion of the First Performance Shares.
(c) If the First Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will, immediately after the Expiry Date, redeem all the First Performance Shares held by each holder of First Performance Shares at $0.00001 per First Performance Share.

4. Conversion of Second Performance Shares

(a) Subject to clause 9, each Second Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the Second Performance Milestone.
(b) No consideration is payable on conversion of the Second Performance Shares.
(c) If the Second Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will, immediately after the Expiry Date, redeem all the Second Performance Shares held by each holder of Second Performance Shares at $0.00001 per Second Performance Share.

5. Performance Milestones achieved before Completion

6. Rights of Performance Shareholders

(a) The Performance Shares will not be quoted.
(b) The Performance Shares are not transferrable.
(c) Performance Shareholders do not have the right to vote at general meetings of the Company or any other voting rights except as required by law.
(d) Performance Shareholders are not entitled to any dividends declared by the Company.
(e) Performance Shareholders have no participation rights or entitlements, including the right to receive notices, reports and audited accounts, and attend general meetings.

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

7. New issues and reconstructions

(a) Prior to conversion of the Performance Shares, Performance Shareholders will have no right to participate in new issues of capital by the Company, including, without limitation, entitlement issues and bonus issues.
(b) However, if there is a bonus issue undertaken prior to the achievement of a Performance Milestone, Performance Shareholders may upon achievement of the Performance Milestone have issued to it additional Shares equal to the number of Shares that it would have received had the conversion of those Performance Shares occurred before the record date of the bonus issue.
(c) In the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number Shares, the Performance Shares will be reconstructed, consolidated or divided in the same proportion as the Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Company’s Shareholders.
(d) The Company must, within a reasonable period, give to a Performance Shareholder notice of any change to the number of Shares which the Performance Shareholder is entitled to receive on conversion of its Performance Shares.

8. Winding up

If the Company is wound up prior to conversion of any Performance Shares, then the Performance Shareholders will have:

(a) no right to be paid cash for non-converted Performance Shares; and
(b) no right to participate in surplus assets or profits of the Company on winding up.

9. Section 606 of the Corporations Act

10. Company’s obligations post conversion

(a) The Company will apply to ASX for official quotation of the Shares issued on conversion of the Performance Shares within 2 Business Days after the date of conversion.
(b) On conversion of the Performance Shares into Shares, the Shares will be:
(i) be fully paid;
(ii) be free of Encumbrances; and
(iii) rank equally in all respects with the other ordinary shares on issue in the capital of the Company as at the date of issue.

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

Annexure 2 – Terms and Conditions of Westaf Performance Shares

1. Definitions

In this Annexure 2:

Completion means completion of the Westaf Share Sale Agreement.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset including any retention of title; or
(b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

Expiry Date means 26 September 2014.

Performance Shares means 1,250,000 shares on the terms and conditions set out in this Annexure 2.

2. Conversion of Performance Shares

The Performance Shares will convert into Shares in accordance with these terms and conditions.

3. Conversion of Performance Shares

(a) Subject to clause 8, each Performance Share will automatically convert into one Share on the satisfaction, on or prior to the Expiry Date, of the Performance Milestone.
(b) No consideration is payable on conversion of the Performance Shares.
(c) If the Performance Shares have not converted into Shares on or prior to the Expiry Date, then the Company will redeem all the Performance Shares held by each holder of Performance Shares at $0.00001 per Performance Share.

4. Performance Milestones achieved before Completion

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5. Rights of Performance Shareholders

(a) The Performance Shares will not be quoted.
(b) The Performance Shares are not transferrable.
(c) Performance Shareholders do not have the right to vote at general meetings of the Company or any other voting rights except as required by law.
(d) Performance Shareholders are not entitled to any dividends declared by the Company.
(e) Performance Shareholders have no participation rights or entitlements, including the right to receive notices, reports and audited accounts, and attend general meetings.

6. New issues and reconstructions

(a) Prior to conversion of the Performance Shares, Performance Shareholders will have no right to participate in new issues of capital by the Company, including, without limitation, entitlement issues and bonus issues.
(b) However, if there is a bonus issue undertaken prior to the achievement of a Performance Milestone, Performance Shareholders may upon achievement of the Performance Milestone have issued to it additional Shares equal to the number of Shares that it would have received had the conversion of those Performance Shares occurred before the record date of the bonus issue.
(c) Subject to the Listing Rules, in the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number Shares, the Performance Shares will be reconstructed, consolidated or divided in the same proportion as the Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Company’s Shareholders.
(d) The Company must, within a reasonable period, give to a Performance Shareholder notice of any change to the number of Shares which the Performance Shareholder is entitled to receive on conversion of its Performance Shares.

7. Winding up

If the Company is wound up prior to conversion of any Performance Shares, then the Performance Shareholders will have:

(a) no right to be paid cash for non-converted Performance Shares; and
(b) no right to participate in surplus assets or profits of the Company on winding up.

8. Section 606 of the Corporations Act

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9. Company’s obligations post conversion

(a) The Company will apply to ASX for official quotation of the Performance Shares following their conversion into Shares within 2 Business Days after the date of conversion.
(b) On conversion of the Performance Shares into Shares, the Shares will be:
(i) be fully paid;
(ii) be free of Encumbrances; and
(iii) rank equally in all respects with the other ordinary shares on issue in the capital of the Company as at the date of conversion.

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

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Please mark  to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

If no directions are given, the Chair will vote in favour of the Resolution.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolution please place a mark in this box. By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolution and that votes cast by the Chair of the General Meeting for Resolution other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

Important – If the Chairman of the Meeting is your proxy or is appointed your proxy by default

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1. If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman’s voting intentions on Resolution 1.

Step 2 – Instruction as to Voting on Resolution

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

Resolution 1: Selective Reduction of Capital – JEM Performance Shares

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

FOR AGAINST ABSTAIN
  
----- End of picture text -----

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

Authorised signature/s

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

Proxy Notes:

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

Notice of Meeting of JEM Performance Shareholders Crucible Gold 16 07 2013.docx

AI assistant

DUBBER CORPORATION LIMITED — Proxy Solicitation & Information Statement 2013

64795_rns_2013-07-18_834e9f70-5445-4cf0-ac6a-4cb2dc315aac.pdf

Crucible Gold Limited

ACN 089 145 424

NOTICE OF GENERAL MEETING OF SHAREHOLDERS AND EXPLANATORY MEMORANDUM

10.20 am Perth time (WST)

NOTICE OF GENERAL MEETING

AGENDA

Resolution 1: Selective Capital Reduction – Westaf Performance Shares

Resolution 2: Selective Capital Reduction – JEM Performance Shares

BY ORDER OF THE BOARD

Ian Hobson

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

3. Resolutions 1 and 2 – Selective Capital Reduction

3.1 Background

3.2 Corporations Act

3.3 Summary of and Effect of Proposed Selective Capital Reduction

3.4 Directors’ Recommendation

3.5 Timetable

3.6 Other Material Information

Business Day means:

Corporations Act means the Corporations Act 2001 (Cth).

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

JEM Performance Shareholders means the following:

Westaf Performance Shareholders means the following:

1. Definitions

Second Performance Milestone means the first to occur of:

2. Conversion of Performance Shares

3. Conversion of First Performance Shares

4. Conversion of Second Performance Shares

5. Performance Milestones achieved before Completion

6. Rights of Performance Shareholders

7. New issues and reconstructions

8. Winding up

9. Section 606 of the Corporations Act

10. Company’s obligations post conversion

1. Definitions

2. Conversion of Performance Shares

3. Conversion of Performance Shares

4. Performance Milestones achieved before Completion

5. Rights of Performance Shareholders

6. New issues and reconstructions

7. Winding up

8. Section 606 of the Corporations Act

9. Company’s obligations post conversion

PROXY FORM – ORDINARY SHAREHOLDERS

Step 1 – Appoint a Proxy to Vote on Your Behalf

Important – If the Chairman of the Meeting is your proxy or is appointed your proxy by default

Step 2 – Instruction as to Voting on Resolution

Authorised signature/s

Proxy Notes:

Crucible Gold Limited

ACN 089 145 424

NOTICE OF GENERAL MEETING OF WESTAF PERFORMANCE SHAREHOLDERS AND EXPLANATORY MEMORANDUM

10.00 am Perth time (WST)

NOTICE OF GENERAL MEETING

AGENDA

Resolution 1 – Selective Capital Reduction

Ian Hobson

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Westaf Performance Shareholders

2.1 Proxies

3. Resolution 1 – Selective Capital Reduction

3.1 Background

3.2 Corporations Act

Accordingly:

If any of:

3.3 Summary of and Effect of Proposed Selective Capital Reduction

3.4 Directors’ Recommendation

3.5 Timetable

3.6 Other Material Information

Business Day means:

Corporations Act means the Corporations Act 2001 (Cth).

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

JEM Performance Shareholders means the following:

DUBBER CORPORATION LIMITED Proxy Solicitation & Information Statement 2013