EMERALD RESOURCES NL — Proxy Solicitation & Information Statement 2018

Nov 12, 2018

EMERALD RESOURCES NL

ACN 009 795 046

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9:00am (WST) DATE : Friday 14 December 2018 PLACE : 1304 Hay Street, West Perth WA

The business of the Meeting affects your shareholding and your vote is important.

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

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 those who are registered Shareholders at 4:00pm (WST) on 12 December 2018.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 316,687,880 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 99,978,788 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – ISSUE OF TRANCHE 2 SHARES TO UNRELATED PARTIES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 76,666,666 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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4. RESOLUTION 4 – ISSUE OF TRANCHE 2 SHARES TO RELATED PARTY – MORGAN HART

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

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 133,333,333 Shares to Morgan Hart (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Morgan Hart (and his nominee) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – ISSUE OF TRANCHE 2 SHARES TO RELATED PARTY – SIMON LEE AO

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

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 133,333,333 Shares to Simon Lee (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Simon Lee (and his nominee) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – ISSUE OF TRANCHE 2 SHARES TO RELATED PARTY – ROSS STANLEY

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

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 133,333,333 Shares to Ross Stanley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Ross Stanley (and his nominee) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 – ISSUE OF TRANCHE 2 SHARES TO RELATED PARTY – MICHAEL EVANS

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

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 6,666,667 Shares to Michael Evans (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Michael Evans (and his nominee) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 12 November 2018

By order of the Board

Mark Clements Company Secretary

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9286 6300.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS

1.1 General

As announced on 30 October 2018 and 1 November 2018, the Company is proposing to undertake a capital raising to raise approximately $31,000,000 (before costs) ( Capital Raising ). The Capital Raising will consist of a two-tranche placement to raise up to $27,000,000 ( Placement ) and a share purchase plan to raise approximately $3,000,000 ( Share Purchase Plan )

On 12 November 2018, the Company issued the first tranche of Shares under the Placement, being 416,666,668 Shares to sophisticated and professional investors ( Tranche 1 Shares ) ( Tranche 1 Placement ). 316,687,880 Shares were issued under the Company’s capacity pursuant to ASX Listing Rule 7.1 and 99,978,788 Shares were issued under the Company’s capacity pursuant to ASX Listing Rule 7.1A. The Company is seeking ratification of the issues under Resolutions 1 and 2 .

The second tranche of the Placement will be conducted through the issue of up to 483,333,332 Shares ( Tranche 2 Shares ) ( Tranche 2 Placement ). The Company is seeking Shareholder approval to issue up to 76,666,666 Tranche 2 Shares to unrelated sophisticated and professional investors under Resolution 3.

Four Directors of the Company, Morgan Hart, Simon Lee, Ross Stanley and Michael Evans have subscribed for an aggregate of 406,666,666 Tranche 2 Shares. Accordingly, the Company is seeking Shareholder approval pursuant to ASX Listing Rule 10.11 to allow the Directors to participate in the Tranche 2 Placement on the same terms as unrelated investors under Resolutions 4, 5, 6 and 7 .

1.2 Use of Funds

The Company intends to use the funds raised from the Capital Raising (together with existing cash reserves) as set out in the table below. Further details of the intended use of funds are set out in the Company’s ASX announcement released on 30 October 2018.

	($)1	(%)
Existing cash reserves3	1,300,000	4.15%
Tranche 1 Placement	12,500,000	39.94%
Tranche 2 Placement	14,500,000	46.33%
Share Purchase Plan	3,000,000	9.58%
Total	$31,300,0002	100%
Construction and development of the Okvau Gold Project4	24,300,000	77.64%
Regional exploration and other projects	2,000,000	6.39%
Working capital	500,000	1.60%
Costs of the Capital Raising	800,000	2.56%
Project financing due diligence costs	500,000	1.60%
Corporate Costs	3,200,000	10.22%
Total	$31,300,000	100%

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Notes:

1. Total amounts may be subject to rounding.

2. Assumes Shareholders approve Resolutions 3 to 7 and the Company raises $14,500,000 under the Tranche 2 Placement and $3,000,000 under the Share Purchase Plan.

3. Based on unaudited internal accounts as at 30 September 2018.

4. Includes funds allocated towards procurement capital (long lead items), access road, relocation and resettlement, preliminary engineering, pre-construction site works, construction site works and environment bonds.

The above table is a statement of current intentions as of the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES

2.1 General

As detailed in Section 1.1, the Company is seeking Shareholder approval to ratify the issue of 416,666,668 Tranche 1 Shares that were issued on 12 November 2018 pursuant to the Tranche 1 Placement.

316,687,880 Tranche 1 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1 and 99,978,788 Tranche 1 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 26 November 2017.

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Shares.

2.2 Resolution 1 – ASX Listing Rule 7.1

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

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue the subject of Resolution 1, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.3

Resolution 2 – ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

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Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

• (a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

• (b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue the subject of Resolution 2, the base figure (ie variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

2.4 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Tranche 1 Placement:

• (a) 416,666,668 Tranche 1 Shares were issued on the following basis:

• (i) 316,687,880 Tranche 1 Shares issued pursuant to ASX Listing Rule 7.1; and

• (ii) 99,978,788 Tranche 1 Shares issued pursuant to ASX Listing Rule 7.1A;

• (b) the issue price was $0.03 per Tranche 1 Share under both the issue of Shares pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A;

• (c) the Tranche 1 Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Tranche 1 Shares were issued to professional and sophisticated investors who are clients of Euroz Securities Limited or Tectonic Advisory Partners LLC. None of these subscribers are related parties of the Company; and

• (e) the Company intends to use the funds raised from the Tranche 1 Placement for the purposes set out in Section 1.2.

3. RESOLUTION 3 – ISSUE OF TRANCHE 2 SHARES TO UNRELATED PARTIES

3.1 General

Resolution 3 seeks Shareholder approval for the issue of up to 76,666,666 Tranche 2 Shares at an issue price of $0.03 per Share.

A summary of ASX Listing Rule 7.1 is set out in Section 2.2 above.

The effect of Resolution 3 will be to allow the Company to issue the Tranche 2 Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

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3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Shares to be issued is 76,666,666;

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

• (c) the issue price will be $0.03 per Share;

• (d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the Tranche 2 Placement for the purposes set out in Section 1.2.

4. RESOLUTIONS 4 TO 7 – ISSUE OF SHARES TO RELATED PARTIES

4.1 General

As detailed in Section 1.1 above, the Directors have agreed to participate in the Tranche 2 Placement, subscribing for 406,666,666 Shares as follows:

• (a) 133,333,333 Shares subscribed for by Mr Morgan Hart (or his nominee) (approval for which is being sought under Resolution 4);

• (b) 133,333,333 Shares subscribed for by Mr Simon Lee AO (or his nominee) (approval for which is being sought under Resolution 5);

• (c) 133,333,333 Shares subscribed for by Mr Ross Stanley (or his nominee) (approval for which is being sought under Resolution 6); and

• (d) 6,666,667 Shares subscribed for by Mr Michael Evans (or his nominee) (approval for which is being sought under Resolution 7),

(together, the Related Party Participation ).

The Company is seeking Shareholder approval for the Related Party Participation in the Tranche 2 Placement on the same terms as other investors.

4.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

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unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Related Party Participation will result in the issue of Shares which constitutes giving a financial benefit. Messrs Hart, Lee, Stanley and Evans are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Hart who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 4 because the Shares will be issued to Mr Hart at arm’s length on the same terms as Shares issued to non-related party participants in the Tranche 2 Placement.

The Directors (other than Mr Lee who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 5 because the Shares will be issued to Mr Lee at arm’s length on the same terms as Shares issued to non-related party participants in the Tranche 2 Placement.

The Directors (other than Mr Stanley who has a material personal interest in Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 6 because the Shares will be issued to Mr Stanley at arm’s length on the same terms as Shares issued to non-related party participants in the Tranche 2 Placement.

The Directors (other than Mr Evans who has a material personal interest in Resolution 7) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 7 because the Shares will be issued to Mr Evans at arm’s length on the same terms as Shares issued to non-related party participants in the Tranche 2 Placement.

4.3 Section 195(4) of the Corporations Act

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that four of the five Directors comprising the Board (the Directors participating in the Tranche 2 Placement) have a material personal interest in the outcome of Resolutions 4, 5, 6 and 7. If each does have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolution 4, 5, 6 and 7 at Board level.

Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company is also seeking Shareholder approval for Resolutions 4, 5, 6 and 7 for the purposes of section 195(4) of the Corporations Act in respect of the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

4.4 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person

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whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Related Party Participation involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

4.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Related Party Participation:

• (a) the Shares will be issued to Messrs Hart, Lee, Stanley and Evans (or their nominees);

• (b) the maximum number of Shares to be issued is 406,666,666, comprising of;

• (i) 133,333,333 Shares to Mr Hart (or his nominee) (Resolution 4);

• (ii) 133,333,333 Shares to Mr Lee (or his nominee) (Resolution 5);

• (iii) 133,333,333 Shares to Mr Stanley (or his nominee) (Resolution 6); and

• (iv) 6,666,667 Shares to Mr Evans (or his nominee) (Resolution 7);

• (c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the issue price will be $0.03 per Share, being the same as all other Shares issued under the Placement and will raise a total amount of $12,200,000 for the Company as follows:

• (i) $4,000,000 through the participation of Mr Hart (Resolution 4);

• (ii) $4,000,000 through the participation of Mr Lee (Resolution 5);

• (iii) $4,000,000 through the participation of Mr Stanley (Resolution 6);

• (iv) $200,000 through the participation of Mr Evans (Resolution 7);

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the funds raised will be used for the same purposes as all other funds raised under the Tranche 2 Placement as set out in Section 1.2.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Related Party Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Messrs Hart, Lee, Stanley and Evans (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Emerald Resources NL (ACN 009 795 046).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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REGISTERED OFFICE:

EMERALD RESOURCES NL

1110 HAY STREET WEST PERTH WA 6005

ACN: 009 795 046

SHARE REGISTRY:

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

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number» Melbourne VIC 3000 «Holder_name» T: 1300 992 916 F: +61 8 9315 2233 «Address_line_1» E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5» Code: EMR

Holder Number: «HOLDER_NUM

PROXY FORM

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

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au «ONLINE 1. Log into the Investor Centre using your holding details.

ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. SECTION A: Appointment of Proxy

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

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 9:00am WST on Friday 14 December 2018 at 1304 Hay Street, West Perth WA 6005 and at any adjournment of that meeting.

SECTION B: Voting Directions

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

RESOLUTION	RESOLUTION	For	Against	Abstain*
1.	Ratification of Prior Issue - Tranche 1 Shares
2.	Ratification of Prior Issue - Tranche 1 Shares
3.	Issue of Tranche 2 Shares to Unrelated Parties
4.	Issue of Tranche 2 Shares to Related Party - Morgan Hart
5.	Issue of Tranche 2 Shares to Related Party - Simon Lee AO
6.	Issue of Tranche 2 Shares to Related Party - Ross Stanley

1. Issue of Tranche 2 Shares to Related Party - Michael Evans

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

SECTION C: Signature of Security Holder(s)

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

his section must be signed in accordance with the	instructions overleaf to enable your directions to be implemented.
Individual or Security Holder	Security Holder 2	Security Holder 3
Sole Director & Sole Company Secretary	Director	Director/Company Secretary
Proxies must be received by Security Transfer Australia Pty Ltd no later than 9:00am WST on Wednesday 12 December 2018.

• EMRPX2031218

1 2 EMR

EMRPX2031218

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

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

2. APPOINTMENT OF A PROXY

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

3. DIRECTING YOUR PROXY HOW TO VOTE

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

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

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

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

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

6. LODGEMENT OF PROXY

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

To appoint a second Proxy you must:

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

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

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