FORTUNA METALS LTD — AGM Information 2016

Oct 20, 2016

FRONTIER RESOURCES LIMITED

ACN 095 684 389

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00am (WST) DATE : 23 November 2016 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

CONTENTS
Business of the Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	14
Terms and Conditions of Incentive Options Plan	Schedule A
Terms and Conditions of Incentive Options	Schedule B
Proxy Form	Enclosed

IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 10:00am (WST) on 23 November 2016 at the 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 21 November 2016.

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.

Further details on these changes are set out below.

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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.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 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 2016.”

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 – MS PAIGE 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, Ms Paige McNeil, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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4.

RESOLUTION 3 –APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

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

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

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will 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 4 – ADOPTION OF INCENTIVE OPTIONS PLAN

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 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an Incentive Options Plan and for the issue of securities under that Incentive Options Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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

• (b) 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.

6. RESOLUTION 5 – GRANT OF INCENTIVE OPTIONS TO DIRECTOR UNDER INCENTIVE OPTIONS PLAN – 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 section 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr Peter McNeil (or his nominee) a total of 1,000,000 Incentive Options under the Incentive Options Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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.

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However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) 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 – GRANT OF INCENTIVE OPTIONS TO DIRECTOR UNDER INCENTIVE OPTIONS PLAN – MR PETER SWIRIDUIK

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) and 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr Peter Swiriduik (or his nominee) a total of 500,000 Incentive Options under the Incentive Options Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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

• (b) 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 – GRANT OF INCENTIVE OPTIONS TO DIRECTOR UNDER INCENTIVE OPTIONS PLAN – MR PAIGE 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 section 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr Paige McNeil (or his nominee) a total of 500,000 Incentive Options under the Incentive Options Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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:

• (c) the proxy is the Chair; and

• (d) 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.

9. RESOLUTION 8 – 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 :

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“That 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 $65,000 to Mr Peter McNeil (or his nominee), for unpaid accrued consulting fees as at 30 June 2016 on the terms and conditions set out in the Explanatory Statement”

Voting exclusion: 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:

(e) the proxy is either:

(iii) a member of the Key Management Personnel; or

• (iv) a Closely Related Party of such a member; and

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

However, the above prohibition does not apply if:

• (g) the proxy is the Chair; and

• (h) 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.

Dated: 21 October 2016

By order of the Board

Matthew Foy Company Secretary

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 2016 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

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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.

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 – MS PAIGE 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 years, 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 re-election; 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.

The Company currently has 3 Directors and accordingly 1 must retire. Ms Paige McNeil and Mr Peter Swiridiuk are both Directors longest in office since their last election and, following the drawing of lots, Ms Paige McNeil retires by rotation and seeks re-election.

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4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY 4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 4.2 below).

The effect of Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

4.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $1.9 million.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 1 class of quoted Equity Securities on issue, being the Shares (ASX Code: FNT).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

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

• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

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

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

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

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

4.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution:

(a) Minimum Price The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section11.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

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(ii)

• the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue		Dilution	Dilution	Dilution
	Issue Price (per Share)	$0.021 50% decrease in Issue Price	$0.042 Current Issue Price	$0.063 50% increase in Issue Price
45,287,994 (Current)	10% voting dilution	4,528,799	4,528,799	4,528,799
		Shares	Shares	Shares
	Funds raised	$95,105	$190,210	$285,314
67,931,991 (50% increase)	10% voting dilution	6,793,199	6,793,199	6,793,199
		Shares	Shares	Shares
	Funds raised	$142,657	$285,314	$427,972
90,575,988 (100% increase)	10% voting dilution	9,057,598	9,057,598	9,057,598
		Shares	Shares	Shares
	Funds raised	$190,210	$380,419	$570,629

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 45,287,994 Shares on issue at the date of this Notice of Meeting.

2. The issue price set out above is the closing price of the Shares on the ASX on 19 October 2016.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1 or 7.1A.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

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

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

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

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• (d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for continued exploration expenditure on the Company’s highly prospective Bulago Exploration Licence; or

• (ii) as non-cash consideration for consideration for services rendered by non-related third parties to the Company, where it is considered appropriate by the board to do so. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

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

(e) Allocation policy under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

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

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

• (f) Previous approval under ASX Listing Rule 7.1A

The Company did not seek approval from its Shareholders pursuant to Listing Rule 7.1A at its 2015 Annual General Meeting for the additional 10% Placement Capacity. Therefore, the Company has not issued any Equity Securities pursuant to that Listing Rule 7.1A approval.

During the 12 month period preceding 23 November 2016, being the date of the Meeting, the Company otherwise issued a total of 206,649,636 Shares which represents 55.05% of the total number of Equity Securities on issue at 28 November 2014.

Information relating to issues of Equity Securities by the Company in the 12 months prior to 25 November 2015 is as follows:

Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities & summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 on the trading day prior to the issue	If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration– a description of the consideration and the current value of the consideration
24-Dec15	3,470,000	Note 1	Shares issued in lieu of Directors' debt following shareholder approval 25/11/2015	Market Price: 1.7¢; Issue Price: Based on 5-day VWAP	Non-Cash consideration. No Funds raised from the conversion of debt to equity. Current Value: $145,740
21-Jul-16	6,830,015	Note 1	Share Purchase Plan	Market Price: 3.5¢. Issue Price: 3¢ per share.	Cash consideration: $204,900. Funds utilised for the purpose of exploration drilling at the Bulago Project.
4-Aug-16	2,521,667	Note 1	Shares issued to consultants in lieu of fees.	Market Price: 4.5¢. Issue Price: 3¢ per share.	Non-cash consideration. No funds raised from the issue of shares in lieu of consultants' fees. Current Value: $105,910
4-Aug-16	3,366,666	Note 1	Share Purchase Plan Shortfall	Market Price: 4.5¢. Issue Price: 3¢ per share.	$101,000. Funds raised for the purposes of exploration of the Bulago Exploration Licence, application of additional licences in PNG and workingcapital.

Notes: Fully paid ordinary shares in the capital of the Company, ASX Code: FNT (terms are set out in the Constitution).

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

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• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

4.4 Voting Exclusion

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

5. RESOLUTION 4 – ADOPTION OF INCENTIVE OPTIONS PLAN

Resolution 4 seeks Shareholder approval for the introduction of a new Options Plan titled the Incentive Options Plan ( Incentive Options Plan or the Plan ) the terms and conditions of which are set out in Schedule A.

The purpose of the Plan is to align the interests of participants in the options plan with the interests of the Company’s shareholders by rewarding participants for creating shareholder value.

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 7.2 (exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to issue Incentive Options (convertible into Shares) under the Plan to eligible participants over a period of 3 years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12-month period.

Shareholders should note that no Incentive Options have previously been issued under the Plan as at the date of this Notice.

The objective of the Incentive Options Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Incentive Plan and the future issue of Incentive Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of Incentive Options under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX's opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolutions 5 to 7 for the issue of Incentive Options to Directors Peter McNeil, Peter Swiriduik and Paige McNeil.

A summary of the key terms and conditions of the Plan is set out in Schedule A. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

6. RESOLUTIONS 5 TO 7 – ISSUE OF INCENTIVE OPTIONS TO DIRECTORS UNDER INCENTIVE OPTIONS PLAN – PETER MCNEIL, PETR SWIRIDUIK AND PAIGE MCNEIL

6.1 Background

• Resolutions 5 to 7 seek Shareholder approval for the Company to be able to issue Incentive Options as a remuneration in accordance with the Incentive Options Plan to Mr Peter McNeil, Mr Peter Swiridiuk and Mrs Paige McNeil ( Related Parties ).

The purpose of the grant of Incentive Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors. In addition, by providing the Related Parties with a portion of their remuneration as Options under the Plan, the Company retains that additional cash for use in other aspects of its operations. Terms and conditions of the Incentive Options Plan are set out in Schedule A.

6.2 Chapter 2E and ASX Listing Rule 10.14

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 Incentive Options pursuant to the Incentive Options Plan constitutes giving a financial benefit and the Related Parties are related parties of the Company by virtue of being Directors.

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In addition, ASX Listing Rule 10.14 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme 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.

It is the view of the Directors that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Furthermore, the proposed issue of Incentive Options to the Related Parties requires the Company to obtain Shareholder approval pursuant to ASX Listing Rule 10.14 because it will result in the Company issuing securities to a related party of the Company under an employee incentive scheme. Accordingly, Shareholder approval is sought under both Chapter 2E of the Corporations Act and under ASX Listing Rule 10.14 (in accordance with the provisions of Listing Rule 10.15).

6.3 Technical information required by Chapter 2E and ASX Listing Rule 10.15

Pursuant to and in accordance with the requirements of sections 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Incentive Options to the Related Parties:

• (a) the Related Parties are Mr Peter McNeil, Mr Peter Swiriduik and Mrs Paige McNeil and they are related parties by virtue of being Directors;

• (b) the maximum number of Incentive Options to be issued to each of the Related Parties (or their nominees) is 1,000,000 Incentive Options for Mr Peter McNeil and 500,000 for each of Mr Peter Swiriduik and Mrs Paige McNeil (being a total 2,000,000 Incentive Options);

• (c) no Incentive Options have been issued under the Incentive Options Plan which is subject to approval pursuant to Resolution 4;

• (d) details of the Incentive Options Plan is set out in the Schedule A;

• (e) the Incentive Options will be issued for nil cash consideration and as such no funds will be raised from the issue, however funds may be raised by the Company in the future in the event that any of the Incentive Options are exercised by the holders;

• (f) the terms and conditions of the Incentive Options are set out in Schedule B. The exercise prices for the Incentive Options will be set at a 130% premium to the 5-day VWAP prior to the date the options are issued.

(f)	the terms and conditions of the Incentive Options are set out in Schedule B. The exercise prices for the Incentive Options will be set at a 130% premium to the 5-day VWAP prior to the date the options are issued.	the terms and conditions of the Incentive Options are set out in Schedule B. The exercise prices for the Incentive Options will be set at a 130% premium to the 5-day VWAP prior to the date the options are issued.	the terms and conditions of the Incentive Options are set out in Schedule B. The exercise prices for the Incentive Options will be set at a 130% premium to the 5-day VWAP prior to the date the options are issued.	the terms and conditions of the Incentive Options are set out in Schedule B. The exercise prices for the Incentive Options will be set at a 130% premium to the 5-day VWAP prior to the date the options are issued.
(g)	the value of the Incentive Options usinga Black Scholes methodologyis set out as follows:
		Details	Input
		Share Price	$0.050
		Exercise Price*	$0.065
		Risk Free Rate(RBA 180-dayRate)	1.95%
		Volatility (Annualised)	100%
		Start Date	24 November 2016
		ExpiryDate	24 November 2019
		Valueper Option	$0.0287
		*Assuming a 5-day VWAP prior to the issue of Options of $0.05.

• (h) details of any Incentive Options issued under the Plan will be published in each annual report of the Company relating to the period in which the Incentive Options are issued and the Company will ensure that Shareholder approval has first been obtained under Listing Rule 10.14 (including obtaining separate approval for those additional persons who may become entitled to participate under the Plan after the resolution was approved and who were not named in the notice of meeting);

• (i) all of the Company’s Directors and employees are entitled to participate under the Plan;

• (j) no loans will be issued in relation to the acquisition of Incentive Options;

• (k) the Company will not issue the Incentive Options to the Related Parties later than that date which is twelve (12) months following the Meeting;

• (l) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares	Options
Mr Peter McNeil	7,007,108	1,000,0001

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Mr Peter Swiriduik	Nil	Nil
Mrs Paige McNeil	7,007,108	1,000,0001

1. Comprising: 500,000 options exercisable at $1.22 on or before 11 November 2017, and 500,000 option exercisable at $0.22 on or before 2 December 2017.

(a) the amounts paid from the Company to the Related Parties and their associates for the previous three financial years are set out below:

Related Party	30 June 2016	30 June 2015	30 June 2014
Mr Peter McNeil	$150,525	$333,477	$225,113
Mr Peter Swiriduik1	$56,500	$21,860	N/A
Mrs Paige McNeil2	$25,204	$59,700	N/A

1. Appointed Director on 1 December 2014.

2. Appointed Director on 1 December 2014.

(a) if the Incentive Options issued to the Related Parties are exercised, a total of 2,000,000 Shares would be issued. This will increase the number of Shares on issue (at the date of this Notice) from 45,787,994 to 47,787,994 (assuming that no other Incentive Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by 4.37%;

(b) the market price for Shares during the term of the Incentive Options would normally determine whether or not the Incentive Options are exercised. If, at any time the Incentive Options are exercised and the Shares trading on ASX at a price that is higher than the exercise price of the Incentive Options, there may be a perceived cost to the Company;

• (c) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price ($)	Date
Highest	0.087	2 September 2016
Lowest	0.02	26 November 2015
Last	0.042	19 October 2016

• (d) the primary purpose of the grant of the Incentive Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors. In addition, by providing the Related Parties with a portion of their remuneration as Options under the Plan, the Company retains that additional cash for use in other aspects of its operations;

• (e) Mr McNeil declines to make a recommendation to Shareholders in relation to Resolutions 5 and 7 due to his material personal interest in the outcome of the Resolutions on the basis that Mr McNeil is to be granted Incentive Options in the Company should Resolution 5 be passed and in relation to Resolution 7, Mrs McNeil is a closely related party to Mr McNeil on the basis that they are each other’s spouse. However, in respect of Resolution 6, Mr McNeil recommends that Shareholders vote in favour of that Resolutions for the reasons set out in paragraph (d) above;

• (f) Mr Swiriduik declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that Mr Swiriduik is to be granted Incentive Options in the Company should Resolution 6 be passed. However, in respect of Resolutions 5 and 7, Mr Swiriduik recommends that Shareholders vote in favour of that Resolution for the reasons set out in paragraph (d) above;

• (g) Mrs McNeil declines to make a recommendation to Shareholders in relation to Resolutions 5 and 7 due to her material personal interest in the outcome of the Resolutions on the basis that Mrs McNeil is to be granted Incentive Options in the Company should Resolution 7 be passed and in relation to Resolution 5, Mr McNeil is a closely related party to Mrs McNeil on the basis that they are each other’s spouse. However, in respect of Resolution 6, Mrs McNeil recommends that Shareholders vote in favour of that Resolution for the reasons set out in paragraph (d) above;

• (h) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Incentive Options to be granted as well as the exercise price of the Incentive Options; and

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(i) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5 to 7.

As a majority of the Directors have a material personal interest in the issue of the Incentive Options that are the subject of Resolutions 5 to 7, the Company seeks approval under section 195 of the Corporations Act so that the Shareholders may pass a resolution to deal with this matter.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Incentive Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

6.4 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 Resolutions 5 to 7 other than what is set out in these Meeting Materials and has been previously disclosed to Shareholders.

7. RESOLUTION 8 – ISSUE OF SHARES TO DIRECTOR – MR PETER MCNEIL

Resolution 8 seeks Shareholder approval for the Company to be able to issue Shares to Mr Peter McNeil, the Company’s Chairman ( Related Party ) in lieu of outstanding consulting fees owed to him ( Director Shares ).

As at 30 June 2016 the Company had unpaid accrued consulting fees of $65,000 owed to Mr Peter McNeil ( Outstanding Fees ). During the financial year to 30 June 2016 the Company had paid Mr Peter McNeil fees totalling 150,525. The Related Party has agreed, subject to shareholder approval, to settle a portion of 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 Resolution 8, the issue of the Director Shares pursuant to Listing Rule 10.11, Shareholder approval is not required under Listing 7.1. Resolution 8 is an ordinary resolution.

7.1 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 is a related party of the Company by virtue of being a Director.

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 Party.

7.2 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.

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• 7.3 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 party is Mr Peter McNeil by virtue of being a Director of the Company.

• (c) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued to the Related Party (or his nominees) is the equivalent of $65,000 for Mr 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 2,045,962 Shares, subject to the Related Party not exceeding a relevant interest in the Company’s voting securities of 19.99%.

• (d) 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).

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

Related Party	Shares*	Options
Mr Peter McNeil	7,007,108	1,000,0001

• 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.

• Comprising: 500,000 options exercisable at $1.22 on or before 11 November 2017, and 500,000 option exercisable at $0.22 on or before 2 December 2017.

• (f) the remuneration and emoluments from the Company to the Related Party for the previous three financial years are set out below:

Related Party	30 June 2016	30 June 2015	30 June 2014
Mr Peter McNeil	$150,525	$333,477	$225,113

• (g) if the Director Shares are issued at a 5-day VWAP of 5.0¢, a total of 1,300,000 Shares would be allotted and issued, representing a total conversion of debt of $65,000 and resulting in the relevant interests of the Related Parties being increased from 15.47% to 17.83%. This will increase the number of Shares on issue from 45,787,994 to 46,587,994 (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 2.87%.

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

• (i) 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.

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

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

• 7.4

Directors’ Recommendation

• Mr Peter McNeil and Mrs Paige McNeil decline to make a recommendation to Shareholders in relation to Resolution 8 due to their material personal interest in the outcome of the Resolutions. However, in respect of Resolution 8, Mr Peter Swiridiuk recommends that Shareholders vote in favour of Resolution 8 for the following reasons:

• (a) the purpose set out in Section 7.3(h) above; and

• (b) the issue of the Director Shares to Mr Peter 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.

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 Ltd (ACN 008 624 691) or the financial market operated by ASX Ltd, as the context requires. ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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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). Directors means the current directors of the Company. Explanatory Statement means the explanatory statement accompanying the Notice. Incentive Options Plan or Plan means the Frontier Incentive Options Plan the subject of Resolution 5.

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. Ordinary Securities has the meaning set out in the ASX Listing Rules. 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 2016.

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.

SCHEDULE A – SUMMARY OF TERMS AND CONDIT IONS OF INCENTIVE OPTIONS PLAN

• (a) The Directors, at their discretion, may issue Incentive Options to Eligible Participants at any time, having regard to relevant considerations such as the Participant’s past and potential contribution to the Company, and their period of employment with the Company.

• (b) Eligible Participants in the Incentive Option Plan are Employees and Directors of the Company, or of a related body corporate. The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

• (c) The Incentive Option Plan is administered by the Directors of the Company, who have the power to:

• (i) determine appropriate procedures for administration of the Incentive Options Plan consistent with its terms;

• (ii) resolve conclusively all questions of fact or interpretation in connection with the Incentive Options Plan;

• (iii) delegate the exercise of any of its powers or discretions arising under the Incentive Options Plan to any one or more persons for such period and on such conditions as the Board may determine; and

• (iv) suspend, amend or terminate the Incentive Options Plan.

• (d) Incentive Options will be issued for no consideration.

• (e) The exercise price of the Incentive Options shall be determined by the Board in its absolute discretion.

• (f) The Company acknowledges that offers made under the Scheme will only be made in accordance with the requirements of ASIC Class Order 14/1000. If the Company makes an offer of Incentive Options where:

• (i) the total number of Shares to be received on exercise of the Incentive Options the subject of that offer, exceeds the limit set out in the ASIC Class Order 14/1000; or

• (ii) the offer does not otherwise comply with the terms and conditions set out in the ASIC Class Order 14/1000,

the Company must comply with Chapter 6D of the Corporations Act at the time of that offer.

• (g) The Shares to be issued on exercise of the Incentive Options will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company’s then existing Shares.

• (h) The Board may determine the time periods or exercise condition after which the Incentive Options will vest. The Incentive Options provides for the release of vesting conditions at the Board’s discretion in the event of a change of control of the Company.

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• (i) Incentive Options must be exercised (if at all) not later than its expiry date and may only be exercised at any time after the Incentive Options have vested. The Board may determine (in its absolute discretion) any further conditions of exercise consistent with the terms of the Incentive Options Plan.

• (j) Incentive Options will not be listed for quotation. However, the Company will make application to ASX for official quotation of all Shares issued on exercise of the Incentive Options as soon as practicable after their Issue Date.

• (k) The Incentive Options are not transferable once issued subject to compliance with the Corporations Act.

SCHEDULE B – TERMS AND CONDITIONS OF INCENTIVE OPTIONS

• (a) Each Incentive Option entitles the holder to subscribe for one ordinary share ( Share ) in the Company.

• (b) Each Incentive Option entitles the holder to subscribe for one Share in the Company with an exercise price equal to 130% of the 5-day VWAP prior to the issue and with an expiry date that is equal to 3 years from the date of issue ( Expiry Date ).

• (c) The Incentive Options are exercisable at any time on or before 5:00pm (Australian Western Standard Time) on the Expiry Date by completing a notice of exercise and delivering it to the Company’s share registry together with the payment for the number of shares in respect of which the Incentive Options are exercised.

• (d) All Shares issued upon exercise of Incentive Options will be allocated within ten (10) Business Days (as defined in the Listing Rules of the ASX) of delivery of the option certificate, notice of exercise and the application monies in respect of the exercise.

• (e) Shares issued pursuant to the exercise of Incentive Options will rank pari passu in all respects with the then existing Shares. Subject to the Listing Rules, the Company will apply to ASX for official quotation of all Shares issued upon exercise of the Incentive Options.

• (f) There are no participating rights or entitlements inherent in the Incentive Options and holders will not be entitled to participate in new issues of capital offered or made available to shareholders of the Company in respect of their Incentive Options.

• (g) The Incentive Options are not transferable once issued subject to compliance with the Corporations Act.

• (h) In the event of any reconstruction (including a consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of holders of Incentive Options will be changed to the extent necessary to comply with the Listing Rules of the ASX at the time of the reorganisation.

• (i) Incentive Options not exercised by 5:00pm (Australian Western Standard Time) on the Expiry Date will lapse. There is no obligation to exercise Incentive Options.

• (j) The Shares will either be issued with a disclosure document (within the meaning of the Corporations Act) or, if the Company meets the requirements of section 708A(5) of the Corporations Act, with a notice that complies with section 708A(6) of the Corporations Act.

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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 the Chairman intends to vote in favour of each item of business, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00am (WST), on 23 November 2016 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 – Mrs Paige McNeil
Resolution 3	Approval of 10% Placement Capacity - Shares
Resolution 4	Adoption of Incentive Options Plan
Resolution 5	Grant of Incentive Options to Director – Mr Peter McNeil
Resolution 6	Grant of Incentive Options to Director – Mr Peter Swiriduik
Resolution 7	Grant of Incentive Options to Director – Mrs Paige McNeil
Resolution 8	Issue of Shares to Director – Mr Peter McNeil

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.

Important for Resolutions 5, 7 & 8

If you have not directed your proxy how to vote as your proxy in respect of Resolution 5, 7 and 8 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 5 and 7 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 5, 7 and 8 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 5, 7 and 8 and that votes cast by the Chair for Resolutions 5, 7 and 8, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 5, 7 and 8 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 5, 7 and 8.

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.

2.

2. ( 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.

( 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.

4.

5.

• ( 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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