FMR RESOURCES LIMITED — AGM Information 2015

Apr 28, 2015

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Notice of General Meeting

Notice is given that a general meeting of Orrex Resources Ltd will be held at 20 Howard Street Perth WA 6000 on 26 May 2015 at 10:00 am (WST).

Agenda Items

Resolution 1 ‐ Grant of Options to a director – Mr Guy Lyons

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

That for the purposes of Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, approval is given for the Company to grant Mr Guy Lyons (or his nominee) 500,000 Options on the terms and conditions set out in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Lyons and any of his associates.

Under Listing Rule 14.11, the Company will not disregard a vote on this Resolution 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

• 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

Under Section 224(2) of the Corporations Act, the Company will not disregard a vote on this Resolution if:

• It is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution.

• It is not cast on behalf of Mr Guy Lyons or an associate of Mr Guy Lyons.

Please also refer to the voting exclusion for Key Management Personnel set out on page 2.

Resolution 2 ‐ Grant of Options to a director – Mr Jeremy Bond

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

That for the purposes of Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, approval is given for the Company to grant Mr Jeremy Bond (or his nominee) 500,000 Options on the terms and conditions set out in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Bond and any of his associates.

Under Listing Rule 14.11, the Company will not disregard a vote on this Resolution 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

• 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

Under Section 224(2) of the Corporations Act, the Company will not disregard a vote on this Resolution if:

• It is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution.

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 It is not cast on behalf of Mr Jeremy Bond or an associate of Mr Jeremy Bond.

Please also refer to the voting exclusion for Key Management Personnel set out on page 2.

Resolution 3 ‐ Issue of rights issue shortfall shares to a director – Mr Guy Lyons

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

That for the purposes of Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, approval is given for the Company to issue 3,333,333 Shares pursuant to the rights issue shortfall to Mr Guy Lyons (or his nominee).

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Lyons and any of his associates.

Under Listing Rule 14.11, the Company will not disregard a vote on this Resolution 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

• 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

Under Section 224(2) of the Corporations Act, the Company will not disregard a vote on this Resolution if:

• It is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution.

• It is not cast on behalf of Mr Guy Lyons or an associate of Mr Guy Lyons.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting. Capitalised terms used in the Notice and the Explanatory Memorandum are defined in the Glossary on page 11.

Voting exclusions in relation to proxy voting by Key Management Personnel or Closely Related Parties where they hold an undirected proxy

Under Section 250BD(1) of the Corporations Act, a person appointed as proxy must not vote, on the basis of that appointment, on a resolution connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, being Resolutions 1 and 2 if:

• (a) the person is either a member of the Key Management Personnel for the Company, or a Closely Related Party of the member of the Key Management Personnel for the Company; and

• (b) the appointment does not specify the way the proxy is to vote on the resolution.

Under Section 250BD(2) of the Corporations Act the Company need not disregard a vote because of Section 250BD(1) of the Corporations Act if:

• (a) the person is the chair of the meeting acting as proxy; and

• (b) the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

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Snapshot Date

It has been determined that under the Regulation 7.11.37 of the Corporations Regulations 2001 , for the purposes of the general meeting, Shares will be taken to be held by the persons who are the registered holders of Shares at 10:00am (WST) on 24 May 2015. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

How to vote

You may vote by attending the meeting in person, by proxy or by authorised representative. A corporate shareholder may also appoint a corporate representative. To appoint a corporate representative please contact the Company to obtain an Appointment of Corporate Representative Form.

Proxies

A Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act ; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

A Shareholder that 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 no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

A Proxy Form accompanies this Notice of Meeting and to be effective, completed Proxy Forms must be received by the Company at the Company’s registered office at the address set out below by no later than 10.00am 48 hours prior to the Meeting:

The Company Secretary Orrex Resources Ltd 20 Howard Street Perth, WA 6000

Completed Proxy Forms may also be scanned and emailed to the Company at jasquith@iinet.net.au so that they are received by the above deadline.

Where the Proxy Form is executed under power of attorney, the power of attorney must be lodged with the Company along with the Proxy Form.

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Chairman and Chairman’s voting intentions for undirected proxies

It is proposed that the Chairman of the Meeting be the Chairman of the Board of Directors, Mr Mark Stowell. It is the Chairman’s intention to vote undirected proxies which he holds as proxy in favour of all Resolutions where possible.

By Order of the Board

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Mr Jeremy Bond Director

14 April 2015

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Explanatory Memorandum to Shareholders

This Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the meeting.

Resolutions 1 and 2 ‐ Grant of Options to Directors

Background

Resolutions 1 and 2 seek Shareholder approval for the grant of a total of 1,000,000 Options to directors at an exercise price of $0.05 (5 cents) per share as follows:

• Mr Guy Lyons – 500,000 Options

• Mr Jeremy Bond – 500,000 Options

The 1,000,000 Options will be unlisted and quotation of the Options will not be sought.

Approvals required

Shareholder approval is sought for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the Company to grant the above Options.

Listing Rule 10.11

Listing Rule 10.11 provides that the Company must not issue Equity Securities to a related party unless one of a number of exceptions applies, or shareholder approval is obtained. Further, Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue, or agree to issue, during any 12 month period any equity securities (or other securities with rights to conversion to equity), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period. Shares issued under this Resolution would fall within an exception. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

One of the effects of Resolutions 1 and 2 will be to allow the Company to grant the 1,000,000 Options proposed to be granted without using the Company’s 15% placement capacity.

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in respect of the 1,000,000 Options under Resolutions 1 and 2:

• (a) the number of Options to be granted is 1,000,000;

• (b) the Options will be granted 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 Listing Rules);

• (c) the issue price for the Options will be nil;

• (d) 500,000 Options will be granted to Mr Guy Lyons (or his nominee) and 500,000 Options will be granted to Mr Jeremy Bond (or his nominee);

• (e) the Options will be granted on the terms set out in Schedule 1; and

• (f) no funds will be raised by the issue of the Options.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision by a public company of a “financial benefit” to a “related party”. Section 208 of the Corporations Act prohibits:

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• (1) a public company giving a financial benefit to a related party; or

• (2) a company which is controlled by the public company giving a financial benefit to a related party, unless one of a number of exceptions applies, or shareholder approval is obtained.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a company issuing shares and granting options.

• A “related party” includes:

• (1) a director; and

• (2) an entity over which a director has control; and

• (3) an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Mr Guy Lyons and Mr Jeremy Bond are each a related party of the Company as they are both directors of the Company. Accordingly, Shareholder approval is required.

Information requirements

The following information is provided to Shareholders in accordance with the requirements of section 219 of the Corporations Act:

The related party

In relation to Resolution 1, the related party is Mr Guy Lyons – a director of the Company.

In relation to Resolution 2, the related party is Mr Jeremy Bond – a director of the Company.

Proposed financial benefit

In relation to Resolution 1, the nature of the financial benefit to be given is to grant 500,000 Options to Mr Guy Lyons.

In relation to Resolution 2, the nature of the financial benefit to be given is to grant 500,000 Options to Mr Jeremy Bond.

The terms of the Options proposed to be granted are set out in Schedule 1 and if granted will be issued for nil consideration at an exercise price of $0.05 (5 cents) per share.

Reasons for the specific number of options and the specific option exercise price

The specific number of Options for each of Mr Lyons and Mr Bond was chosen by the Board (excluding Mr Lyons and Mr Bond respectively) as an appropriate number to attract and also retain directors of their particular skills and experience, to form part of a reasonable remuneration package and to provide a realistic and meaningful incentive to Mr Lyons and Mr Bond.

The option exercise price at a premium to the Company’s share price was chosen by the Board (excluding Mr Lyons and Mr Bond respectively) as a reasonable premium above the Company’s share price to provide a realistic and meaningful incentive to Mr Lyons and Mr Bond.

The issue of Options to Mr Lyons and Mr Bond is a more cost effective incentive for the Company as opposed to the payment of additional cash compensation to those directors. Alternatives such as providing higher directors fees, cash payments or cash bonuses to Mr Lyons and Mr Bond were considered by the Board (excluding Mr Lyons and Mr Bond respectively) however, these were considered inappropriate by the Board (excluding Mr Lyons and Mr Bond respectively) because they would reduce the Company’s cash position at a time when the Company wishes to minimise cash expenditure and preserve its cash reserves.

Recommendation of each Orrex director

Resolution 1

Mr Guy Lyons has a material personal interest in the outcome of Resolution 1 and does not wish to make a recommendation to Shareholders about Resolution 1 because he has an interest in the outcome of that Resolution.

Mark Stowell, director, recommends that Shareholders approve Resolution 1 for the reasons set out in this Explanatory Memorandum.

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Mr Jeremy Bond, director, recommends that Shareholders approve Resolution 1 for the reasons set out in this Explanatory Memorandum.

Resolution 2

Mr Jeremy Bond has a material personal interest in the outcome of Resolution 2 and does not wish to make a recommendation to Shareholders about Resolution 1 because he has an interest in the outcome of that Resolution.

Mark Stowell, director, recommends that Shareholders approve Resolution 2 for the reasons set out in this Explanatory Memorandum.

Mr Guy Lyons, director, recommends that Shareholders approve Resolution 2 for the reasons set out in this Explanatory Memorandum.

Existing relevant interest

In relation to Resolution 1, the non‐interested directors, Mr Stowell and Mr Bond do not have an interest in the outcome of Resolution 1.

In relation to Resolution 2, the non‐interested directors, Mr Stowell and Mr Lyons do not have an interest in the outcome of Resolution 2.

As at the date of the Notice of Meeting, each director holds the interests in the Company as set out below:

Director	Securities held
Mark Stowell	7,550,000 Shares 500,000 Options – exercisable at 5 cents and which expire on 30 November 2018
Guy Lyons	Nil
Jeremy Bond	5,600,000 Shares

Total remuneration package

The remuneration package for Mr Lyons and Mr Bond for the financial year ending 30 June 2015 is set out below:

	Mr Lyons	Mr Bond
Director fees	$20,000	$20,000
Superannuation	$1,850	$1,850
Total	$21,850	$21,850

Dilution effect if options exercised

If the 1,000,000 Options are granted and any or all of the Options are exercised, dilution of existing shareholders will occur. The dilution effect will be marginal. As at the date of issue of the Notice of Meeting, the total number of shares on issue is 70,036,004.

In relation to Resolution 1, if all of the Options issued to Mr Guy Lyons are exercised the dilution effect will be approximately 0.7% (based on the total number of shares on issue as at the date of the Notice of Meeting).

In relation to Resolution 2, if all of the Options issued to Mr Jeremy Bond are exercised the dilution effect will be approximately 0.7% (based on the total number of shares on issue as at the date of the Notice of Meeting).

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Trading History

The highest and lowest market sale prices of the Company’s Shares on the ASX during the 12 months immediately preceding the date of the Notice of Meeting and the respective dates of those sales were:

Highest: $0.057 on 29 September 2014.

Lowest: $0.014 on 22 April 2014.

The latest available market sale price of the Company’s Shares on the ASX immediately prior to the date of the Notice of Meeting was $0.037 on 13 April 2015.

Valuation of Options

The Options to be issued to Mr Lyons and Mr Bond have been valued by internal management.

An indicative valuation for each Option as at 13 April 2015 has been calculated in accordance with the principles of Australian Accounting Standards Board (AASB) accounting standard AASB 2 Share‐based payments.

The Options to be issued to Mr Lyons and Mr Bond are valued at 0.012 per Option.

The valuation took into account the following matters:

• The valuation of the Options assumes that the exercise of an option does not affect the value of the underlying asset.

• Under AASB 2 Share‐based payments, and option valuation theory, no “discount” is made to the fundamental value because the options are “unquoted" options over quoted shares.

Using the Black‐Scholes‐Merton option model and based on the assumptions set out below, including the dates specified, the Options were ascribed the following value:

Assumptions
Underlying share price	3.7c (as at 13 April 2015)
Option exercise price	5c
Risk free rate	1.25%
Expected options grant date	Meeting date‐ 26 May 2015
Vesting date	Immediate
Expiry date	30 November 2018
Expected life of options	1,288 days
Expected volatility	57%
Dividend yield	nil

Note: The valuation noted above is not necessarily the market price that the related party Options could be traded at and is not automatically the value for taxation purposes.

Based on the above valuation, the total value of the 500,000 Options to be granted to Mr Lyons is $6,000.

Based on the above valuation, the total value of the 500,000 Options to be granted to Mr Bond is $6,000.

Other

There are no taxation consequences for the Company resulting solely from the grant of the Options, including no fringe benefits tax.

The Board (other than Mr Lyons and Mr Bond respectively) does not consider that there are any opportunity costs to the Company, or benefits forgone by the Company, as a result of granting the Options.

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Listing Rules 7.1 and 7.2 and 15% restriction

If shareholder approval is given under Listing Rule 10.11 for Resolutions 1 and 2 then the Listing Rules provide that shareholder approval will not be required for the purposes of the 15% restriction in Listing Rule 7.1 as that Listing Rule applies to the grant of the Options.

Resolution 3 – Issue of shares to Director

Background

Resolution 3 seeks Shareholder approval for the issue of 3,333,333 Shares pursuant to the rights issue shortfall (for consideration of $100,000 paid to the Company) to Mr Guy Lyons, a Director (or his nominee). The Company’s rights issue was announced to the market on 9 March 2015.

Approvals required

Shareholder approval is sought for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the Company to issue the shortfall Shares under the rights issue to Mr Guy Lyons.

Listing Rule 10.11

An explanation of the operation of Listing Rule 10.11 is set out in the Explanatory Memorandum for Resolutions 1 and 2 under the heading “Listing Rule 10.11”.

One of the effects of the Resolution will be to allow the Company to issue the Shares proposed to be issued without using the Company’s 15% placement capacity.

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in respect of the Shares:

• (a) the number of Shares to be issued is 3,333,333;

• (b) 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 Listing Rules);

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

• (d) the Shares will be issued to Mr Guy Lyons (or his nominee);

• (e) the Shares will be issued on the same terms as the other Shares on issue; and

• (f) $100,000 will be raised by the issue of the Shares. (These funds have already been received and are held in the Company’s trust account.)

Chapter 2E of the Corporations Act

An explanation of the operation of Chapter 2E of the Corporations Act is set out in the Explanatory Memorandum for Resolutions 1 and 2 under the heading “Chapter 2E of the Corporations Act”.

For the purposes of Chapter 2E of the Corporations Act, Mr Guy Lyons is a related party of the Company as he is a director of the Company. Accordingly, Shareholder approval is required.

Information requirements

The following information is provided to Shareholders in accordance with the requirements of section 219 of the Corporations Act:

The related party

The related party is Mr Guy Lyons – a director of the Company.

Proposed financial benefit

The nature of the financial benefit to be given is to issue 3,333,333 shortfall Shares under the rights issue to Mr Guy Lyons (or his nominee).

The Shares will be issued on the same terms as the existing Shares on issue.

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Reasons for the specific number of shares

To place the remaining shortfall Shares from the Company’s rights issue that was announced to the market on 9 March 2015.

Recommendation of each Orrex director

Mr Guy Lyons has a material personal interest in the outcome of Resolution 3 and does not wish to make a recommendation to Shareholders about Resolution 3 because he has an interest in the outcome of that Resolution.

Mark Stowell, director, recommends that Shareholders approve Resolution 3 for the reasons set out in this Explanatory Memorandum.

Mr Jeremy Bond, director, recommends that Shareholders approve Resolution 3 for the reasons set out in this Explanatory Memorandum.

Existing relevant interest

The non‐interested directors, Mr Stowell and Mr Bond do not have an interest in the outcome of Resolution 3.

As at the date of the Notice of Meeting, each director holds the interests in the Company as set out in the Explanatory Memorandum for Resolutions 1 and 2 under the heading “Existing relevant interest”.

Total remuneration package

The remuneration package for Mr Lyons for the financial year ending 30 June 2015 is set out in the Explanatory Memorandum for Resolutions 1 and 2 under the heading “Total remuneration package”.

Dilution effect

If the Shares are issued, dilution of existing shareholders will occur. As at the date of issue of the Notice of Meeting, the total number of shares on issue is 70,036,004. The issue of 3,333,333 Shares is approximately 4.54%% of the total amount of Shares on issue in the Company (based on the total number of shares on issue as at the date of the Notice of Meeting).

Trading History

The highest and lowest market sale prices of the Company’s Shares on the ASX during the 12 months immediately preceding the date of the Notice of Meeting and the latest available market sale price of the Company’s Shares on the ASX immediately prior to the date of the Notice of Meeting are set out in the Explanatory Memorandum for Resolutions 1 and 2 under the heading “Trading History”.

Valuation of Shares

The value of the Shares to be issued to Mr Lyons is $100,000, based on the rights issue offer price of $0.03 per Share.

Other

There are no taxation consequences for the Company resulting solely from the issue of the Shares, including no fringe benefits tax.

The Board (other than Mr Lyons) does not consider that there are any opportunity costs to the Company, or benefits forgone by the Company, as a result of the issue of the Shares.

Listing Rules 7.1 and 7.2 and 15% restriction

If shareholder approval is given under Listing Rule 10.11 for Resolution 3 then the Listing Rules provide that shareholder approval will not be required for the purposes of the 15% restriction in Listing Rule 7.1 as that Listing Rule applies to the issue of the Shares.

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Definitions

In this Explanatory Memorandum and the Notice of Meeting:

Board means the board of directors of the Company.

Company means Orrex Resources Ltd (ACN 107 371 497).

Corporations Act means the Corporations Act 2001 (Cth) .

Equity Securities has the meaning given in the Listing Rules.

Key Management Personnel has the meaning given under the Accounting Standards, namely ‘key management personnel’ are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly and includes any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX .

Notice of Meeting or Notice means this notice of meeting.

Option means an unquoted option to subscribe for one Share.

Resolution means a resolution contained in the Notice.

Share(s) means fully paid ordinary share(s) in the Company.

Shareholder means a registered holder of Shares.

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Schedule 1

TERMS AND CONDITIONS OF OPTIONS

Each Option entitles the holder to subscribe for one Share upon payment of the exercise price of $0.05 per Share (“Exercise Price”).

The Options are exercisable on or before 30 November 2018.

The Options may be exercised in whole or in part, by notice in writing to the Company at any time prior to 30 November 2018.

Option holders will be permitted to participate in new issues of securities on the prior exercise of the Option in which case the option holders will be afforded at least 10 business days’ notice prior to and inclusive of the books close date, (to determine entitlements to the issue) to exercise the Option.

Shares issued on the exercise of the Options will be issued not more than 14 business days after receipt of a properly executed Notice of Exercise of Options.

In the event of any reconstruction (including consolidation, subdivision, reduction or returns) of issued capital of the Company, the number of options or exercise price of the options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on option holders which are not conferred on shareholders, and subject to rounding of shares as sanctioned by the meeting of shareholders approving the reconstruction of capital, in all other respects the terms for the exercise shall remain unchanged.

Any capital return to shareholders shall correspondingly reduce the Exercise Price.

These terms and conditions may be varied by the Company to comply with the Listing Rules of the Australian Securities Exchange.

The Options will be unlisted and quotation of the Options will not be sought.

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ORREX RESOURCES LTD

ACN: 107 371 497

«HOLDER_NAME» «ADDRESS_LINE_1» «ADDRESS_LINE_2» «ADDRESS_LINE_3» «ADDRESS_LINE_4» «ADDRESS_LINE_5»

REGISTERED OFFICE:

LEVEL 1 20 HOWARD STREET PERTH WA 6000

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: Holder Number:	ORX
	«HOLDER_NUM

PROXY FORM

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

SECTION A: Appointment of Proxy

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

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, and to the extent permitted by law as the Proxy sees fit) at the General Meeting of the Company to be held at 10:00am WST on Tuesday 26 May 2015 at 20 Howard Street, Perth WA 6000 and at any adjournment of that meeting.

Chairperson authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairperson of the meeting as my/our Proxy (or if the Chairperson becomes my/our proxy by default), I/we expressly authorise the Chairperson to exercise my/our proxy on Resolution 1 and Resolution 2 as the Chairperson sees fit (except where I/we have indicated a different voting intention below) even though Resolution 1 and Resolution 2 are connected directly or indirectly with the remuneration of a member of the key management personnel of the Company, which includes the Chairperson. If the Chairperson of the meeting is (or becomes) your proxy you can direct the Chairperson to vote for or against or abstain from voting on Resolution 1 and Resolution 2 by marking the appropriate box in section B below.

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.	Grant of Options to a director - Mr Guy Lyons
2.	Grant of Options to a director - Mr Jeremy Bond

1. Issue of rights issue shortfall shares to a director- Mr Guy Lyons

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

SECTION C: Signature of Security Holder(s)

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

Individual or Security Holder Security Holder 2 Security Holder 3	Individual or Security Holder Security Holder 2 Security Holder 3	Individual or Security Holder Security Holder 2 Security Holder 3	Individual or Security Holder Security Holder 2 Security Holder 3	Individual or Security Holder Security Holder 2 Security Holder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Orrex Resources Ltd no later than 10:00am WST on Sunday 24 May 2015.

• ORXPX1260515

ORX

ORXPX1260515

1

1

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 Orrex Resources 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.

Orrex Resources Ltd

In Person Orrex Resources Ltd 20 Howard Street Perth WA 6000 AUSTRALIA By Mail The Company Secretary Orrex Resources Ltd 20 Howard Street Perth WA 6000 AUSTRALIA By Email jasquith@iinet.net.au (Scanned copy)

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars 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 Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.