FORTUNA METALS LTD — AGM Information 2015

Oct 22, 2015

FRONTIER RESOURCES LIMITED ACN 095 684 389

NOTICE OF ANNUAL GENERAL MEETING

TIME : 12.00pm (WST) DATE : 25 November 2015 PLACE : Amberley Business Centre 3/1060 Hay St West Perth WA 6005

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9486 4036.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	15
Proxy Form	17

IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 12:00pm (WST) on 25 November 2015 at:

Amberley Business Centre 3/1060 Hay St West Perth WA 6005

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 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 23 November 2015.

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

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEET ING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2015.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER MCNEIL

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

“That, for the purposes of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Peter McNeil, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER SWIRIDIUK

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

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“That, Peter Swiridiuk, being a Director of the Company appointed by the Directors during the year as an additional Director and holding office until this Meeting in accordance with clause 13.4 of the Company’s Constitution and, being eligible, offers himself for election, is hereby elected as a Director of the Company.”

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MRS PAIGE MCNEIL

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

“That, Paige McNeil, being a Director of the Company appointed by the Directors during the year as an additional Director and holding office until this Meeting in accordance with clause 13.4 of the Company’s Constitution and, being eligible, offers herself for election, is hereby elected as a Director of the Company.”

6. RESOLUTION 5 – ISSUE OF SHARES IN LIEU OF DEBT TO A DIRECTOR – MR PETER MCNEIL

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

“That, subject to the passing of Resolution 2, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to that number of Shares equivalent to $105,975 to Mr Peter McNeil (or his nominee), for unpaid accrued consulting fees as at 30 June 2015 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Peter McNeil (or his nominee) and 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 6 – ISSUE OF SHARES IN LIEU OF DEBT TO A DIRECTOR – MRS PAIGE MCNEIL

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

“That, subject to the passing of Resolution 4, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to that number of Shares equivalent to $59,700 to Mrs Paige McNeil (or her nominee) for unpaid accrued consulting fees as at 30 June 2015 on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mrs Paige McNeil (or his nominee) and 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (iii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 7 – CONSOLIDATION OF CAPITAL

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

“That, pursuant to section 254H of the Corporations Act, ASX Listing Rule 2.1 condition 2 and for all other purposes, the issued capital of the Company be consolidated on the basis that every twenty (20) Ordinary Shares be consolidated into one (1) Ordinary Share and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction up to the nearest whole Share.”

Dated: 23 October 2015

By order of the Board

Matthew Foy Company Secretary

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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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.frontierresources.com.au .

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, the Proxy Form expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy.

You do not need to direct your proxy how to vote on this Resolution.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER MCNEIL

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 year, whichever is the longer.

Clause 13.2 of the Constitution provides that:

• (a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;

• (b) The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;

• (c) A Director who retires by rotation under clause 13.2 of the Constitution is eligible for reelection; and

• (d) In determining the number of Directors to retire, no account is to be taken of:

• (i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or

• (ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

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The Company currently has 3 Directors and accordingly 1 must retire.

Mr Peter McNeil, the Director longest in office since his last election, retires by rotation and seeks reelection.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER SWIRIDIUK

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Clause 13.4 provides that any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Peter Swiridiuk was appointed a Director on 1 December 2014 as part of a restructure of the Board. Mr Peter Swiridiuk will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election. Details of Mr Swiridiuk’s qualifications and experience are set out in the Company’s 2015 Annual Report.

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MRS PAIGE MCNEIL

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Clause 13.4 provides that any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mrs Paige McNeil was appointed a Director on 1 December 2014 as part of a restructure of the Board. Mrs Paige McNeil will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election. Details of Mrs Paige’s qualifications and experience are set out in the Company’s 2015 Annual Report.

6. RESOLUTIONS 5 AND 6 – ISSUE OF SHARES TO DIRECTORS – MR PETER MCNEIL AND PAIGE MCNEIL

6.1 Background

Resolutions 5 and 6 seek Shareholder approval for the Company to be able to issue Shares to Mr Peter McNeil, the Company’s Chairman and Mrs Paige McNeil, the Company’s Managing Director ( Related Parties ) in lieu of outstanding consulting fees owed to them ( Director Shares ).

As at 30 June 2015 the Company had unpaid accrued consulting fees of $105,975 owed to Mr Peter McNeil and $59,700 in unpaid accrued consulting fees owed to Mrs Paige McNeil ( Outstanding Fees ). No Director fees have ever been paid to either Mr Peter McNeil or Mrs Paige McNeil. The Related Parties have agreed, subject to shareholder approval, to settle the Outstanding Fees in shares at a price that is equal to the volume weighted average market price of shares in the Company, calculated over the last 5 days on which sales in the shares of the Company were recorded before the date of this Meeting ( 5-day VWAP ).

If Shareholders approve Resolutions 5 and 6, the issue of the Director Shares pursuant to Listing Rule 10.11, Shareholder approval is not required under Listing 7.1. Resolutions 5 and 6 are ordinary resolutions.

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6.2 Chapter 2E and ASX Listing Rule 10.11

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,

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

The issue of Shares constitutes giving a financial benefit and Mr Peter McNeil and Mrs Paige McNeil are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Peter McNeil and Mrs Paige McNeil who have a material personal interest in the Resolutions) consider that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares in lieu of the Outstanding Fees to the Related Parties.

6.3 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 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 issue of the Shares involves the issue of securities 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.

6.4 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.13)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and Listing Rule 10.13, the following information is provided in relation to the issue of the Director Shares is provided as follows:

• (a) The related parties are Mr Peter McNeil and Mrs Paige McNeil by virtue of being Directors of the Company.

• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued to each of the Related Parties (or their nominees) is the equivalent of $105,975 for Mr McNeil and $59,700 for Mrs McNeil of deferred consulting fees each and will be based on the 5 day volume weighted average price of the Company’s shares traded on the ASX prior the date of their issue. However, the maximum number of Shares to be issued to each of the Related Parties (or their nominees) must not in any case exceed 53,000,000 Shares for Mr McNeil and 30,000,000 Shares (on a pre-consolidation basis) for Mrs McNeil, subject to the Related Parties not exceeding a relevant interest in the Company’s voting securities of 19.99%.

• (c) The Company will issue the Director Shares no later than one month after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules).

• (d) the relevant interests of the Related Parties in securities of the Company is set out below:

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Related Party	Shares	Options
Mr Peter McNeil	60,742,128	20,000,000
Mrs Paige McNeil*	60,742,128	20,000,0001

• Shares and Options held in an entity jointly controlled by Peter McNeil and his spouse Paige McNeil. As such, shares and options attributed to Paige and Peter include the relevant interest they jointly control.

• Comprises 10,000,000 options exercisable at 6.1¢ on or before 1/11/2017 and 10,000,000 options exercisable at 1.1¢ on or before 2/12/2017.

(e) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year is set out below:

financialyear is set out	below:
Related Party	2015 Financial Year	2014 Financial Year
Mr Peter McNeil	$411,477*	$225,113
Mrs Paige McNeil	$59,700	-
* Includes $333,477 in total Consulting Fees plus $78,000 assessed as the value of the 1.1c Director Options (No Director Fees Paid)

• (f) if the Director Shares are issued at the current 5-day VWAP of 0.2¢, a total of 57,592,974 Shares would be allotted and issued, representing a total conversion of debt of $115,185 and resulting in the relevant interests of the Related Parties being increased from 10.26% to 19.99%. This will increase the number of Shares on issue from 591,971,496 to 649,564,470 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 9.73%;

• (g) the primary purpose of the issue of Director Shares to the Related Parties is to preserve Company funds by converting outstanding Director and Consulting Fees to shares.

• (h) The Director Shares will be issued for nil cash consideration in lieu of outstanding Consulting Fees and accordingly no funds will be raised from the issue of the Director Shares.

• (i) The Director Shares will comprise fully paid ordinary shares ranking equally with all other fully paid ordinary shares of the Company.

• (j) A voting exclusion statement is included in the Notice.

6.5 Directors’ Recommendation

Mr Peter McNeil and Mrs Paige McNeil decline to make a recommendation to Shareholders in relation to Resolutions 5 and 6 due to their material personal interest in the outcome of the Resolutions. However, in respect of Resolutions 5 and 6, Mr Peter Swiridiuk recommends that Shareholders vote in favour of Resolutions 5 and 6 for the following reasons:

• (a) the purpose set out in Section 6.4(g) above; and

• (b) the issue of the Director Shares to Mr Peter McNeil and Mrs Paige McNeil to extinguish debt owed for Consulting Fees is reasonable in the circumstances.

In forming his recommendation, Peter Swiridiuk has considered the circumstances of each of the Related Parties when determining the number of the method of conversion of debt to equity.

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7. RESOLUTION 7 – CONSOLIDATION OF CAPITAL

7.1 General

Resolution 8 seeks approval from Shareholders to consolidate the number of Shares on issue on a 1 for 20 basis (1 Share for every 20 Shares held).

If Resolution 8 is passed and the Consolidation is implemented, the number of Shares on issue will be reduced from 581,971,496 to 29,598,575, subject to rounding.

7.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

7.3 Treatment of fractions

The Consolidation may result in a Shareholder receiving a fraction of a Share. Where the Consolidation results in a Shareholder being entitled to a fraction of a Share, the fraction will be rounded up to the nearest whole number of Shares.

If the Company reasonably believes a Shareholder has attempted to obtain an advantage from this treatment of fractions, the Company will take appropriate action, having regard to the Constitution. In particular, the Company reserves the right to disregard the rounding up of any fraction of Shares to the nearest whole number of Shares.

7.4 Tax implications for Shareholders

Subject only to rounding, there will be no change to the proportionate interests held by each Shareholder as a result of the Consolidation, which will convert twenty (20) Shares into one (1) Share in the Company. No capital gains tax event will occur as a result of the Consolidation and thus it is not likely that any taxation implications will arise for Shareholders.

The summary in this section is general in nature. In addition, particular taxation implications will depend upon the circumstances of each Shareholder. Accordingly, Shareholders are encouraged to seek and rely only on their own professional advice in relation to their tax position. Neither the Company nor any of its officers, employees or advisors assumes any liability or responsibility for advising Shareholders about the tax consequences for them from the proposed Consolidation.

7.5 Holding statements

From the date of the Consolidation, all holding statements for Shares will cease to have any effect except as evidence of entitlement to a certain number of Post-Consolidation Shares.

After the Consolidation is effected, the Company will arrange for new holding statements for Shares to be issued to holders of those Shares. It is the responsibility of each Shareholder to check that the number of Shares is correct.

7.6 Effect on capital structure

If the proposed Consolidation is approved by Shareholders, the number of Shares on issue will be reduced from 581,971,496 Shares to approximately 29,598,575 Shares. Shareholders should note that the Consolidation, if implemented, will also have an effect on the price per Share.

The Consolidation will have no material effect on the percentage interest of each individual Shareholder in the Company as the Consolidation applies equally to all of the Company’s Shareholders. This means that individual Shareholdings will be reduced in the same ratio as the total number of the Company’s Shares (subject only to the rounding of fractions). For example, if the

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Share consolidation is approved and implemented, a Shareholder currently holding 5,819,714 Shares, representing approximately 1.0% of the Company’s issued Share capital, will have approximately 290,986 Shares following the consolidation, still representing the same approximately 1.0% of the Company’s issued capital.

Correspondingly, if the Consolidation is approved and implemented, the collective value of each Shareholder’s holding should not materially change (other than minor rounding changes) as a result of the Consolidation, assuming no other market impacts occur. However, the price per Share can be expected to increase to reflect the reduced number of Shares on issue.

The effect that the Consolidation will have on the Company’s capital structure is as follows:

	Pre-Consolidation Shares	Post- Consolidation Shares
Issued capital as at date of Meeting	581,971,496	29,598,575
Issue of Shares in lieu of Director Consulting fees (Resolution 5)	53,000,000	2,650,000
Issue of Shares in lieu of Director Consulting fees (Resolution 6)	30,000,000	1,500,000
Total Shares on issue following Consolidation	N/A	33,748,575
	Pre-Consolidation Options	Post- Consolidation Options
Options exercisable at 6.1¢ expiring 1/11/2017	18,000,000	900,000
Options exercisable at 1.1¢ expiring 2/12/2017	10,000,000	500,000
Total Options on issue following Consolidation	N/A	1,400,000

7.7 Indicative timetable

Below is an indicative timetable for the Consolidation to occur:

Event	Date
Despatch of meeting documents	23 October 2015
Share Meeting Date and Results of Meeting announced	25 November 2015
Last day for trading in pre-organised securities	26 November 2015
Trading in the re-organised securities on a deferred settlement basis starts	27 November 2015

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Last day for entity to register transfers on a pre-reorganisation basis	1 December 2015
First day for entity to send notice to each security holder	2 December 2015
Issue Date - Deferred settlement market ends	8 December 2015

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the ASX Listing Rules and the Corporations Act.

7.8 No other material information

There is no other material information known to the Company’s Directors which may reasonably be expected to affect Shareholders’ decision making as to whether or not to vote in favour of Resolution 8 other than what is set out in these Meeting Materials and has been previously disclosed to Shareholders.

The Directors recommend Shareholders vote in favour of Resolution 7.

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GLOSSARY

$ means Australian dollars.

5-day VWAP means the price that is equal to the volume weighted average market price of shares in the Company, calculated over the last 5 days on which sales in the shares of the Company were recorded before the date of this Meeting.

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

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.

Closely Related Party of a member of the Key Management Personnel means a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Frontier Resources Limited (ACN 095 684 389).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director Shares has the meaning set out in Section 6.1.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Managing Director means the managing director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without being re-elected to the office.

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

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Outstanding Fees has the meaning set out in Section 6.1.

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Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2015.

Related Parties has the meaning set out in Section 6.1.

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

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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PROXY FORM

FRONTIER RESOURCES LIMITED ACN 095 684 389

ANNUAL GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’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 Meeting to be held at 12:00pm (WST), on 25 November 2015 at Amberley Business Centre, 3/1060 Hay St, West Perth WA 6005, and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Peter McNeil
Resolution 3	Re-election of Director – Mr Peter Swiridiuk
Resolution 4	Re-election of Director – Mrs Paige McNeil
Resolution 5	Issue of Shares to Director – Mr Peter McNeil
Resolution 6	Issue of Shares to Director – Mrs Paige McNeil
Resolution 7	Consolidation of Capital

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

If two proxies are being appointed, the proportion of voting rights this proxy represents is: % Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail in E-mail address: relation to this Proxy Form: YES NO

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Instructions for completing Proxy Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

1. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

( 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 should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Frontier Resources Limited, PO Box 7653, Cloisters Square, Perth WA 6850; or

• (b) facsimile to the Company on facsimile number +61 8 9486 4799; or

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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