GALAN LITHIUM LIMITED - AGM Information 2017

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DEMPSEY MINERALS LIMITED ACN 149 349 646

NOTICE OF ANNUAL GENERAL MEETING

TIME : 9.00am (WST) DATE : 24 November 2017 PLACE : Level 2 38 Richardson Street WEST PERTH WA 6005

This Notice of Annual General Meeting and Explanatory Memorandum 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 Annual General Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9322 6418.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed Resolutions)	2
Explanatory Memorandum (explaining the proposed Resolutions)	10
Glossary	29
Proxy Form

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders convened by this Notice of Meeting will be held at 9.00am (WST) on 24 November 2017 at:

Level 2 38 Richardson Street WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your Shareholding and your vote is important.

ATTENDANCE AND VOTING ELIGIBILITY

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth) the Directors have determined that the Shares quoted on the ASX at 5.00pm WST on 22 November 2017 will be taken, for the purposes of this Annual General Meeting, to be held by the persons who held them at that time. Accordingly those persons are entitled to attend and vote (if not excluded) at the Meeting.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the Proxy Form enclosed (and the power of attorney or other authority (if any) under which it is signed (or a certified copy)) and either:

(a) deliver the Proxy Form to the Company’s registered office at Level 2, 38 Richardson Street, West Perth, Western Australia 6005;
(b) send the Proxy Form by post to Dempsey Minerals Limited, PO Box 396, West Perth, Western Australia 6872; or
(c) send the Proxy Form by facsimile to the Company on facsimile number (08) 9322 6398; or
(d) email the Proxy Form to [email protected]

so that it is received not later than 9.00am (WST) on 22 November 2017.

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Dempsey Minerals Limited will be held at Level 2, 38 Richardson Street, West Perth, Western Australia at 9.00am WST on Friday 24 November 2017.

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

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum (including any Annexures) are defined in the Glossary unless defined elsewhere in the Explanatory Memorandum.

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the 2017 Financial Report together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report thereon.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report.”

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above (the “voter”) 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and (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 for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 2 – ELECTION OF DIRECTOR – MR PATRICK CORR

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

“That for all purposes, Mr Patrick Corr, a Non-Executive Director of the Company appointed under the casual vacancy provisions of the Constitution, retires in accordance with the Constitution, and being willing and eligible for election, is elected as a Director.”

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR NATHAN MCMAHON

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

“That Mr Nathan McMahon, a Non-Executive Director, who retires by rotation in accordance with the Constitution, and being willing and eligible for re-election, is re-elected as a Director.”

RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purpose of ASX 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 of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement :

The Company will disregard any votes cast on this resolution by a 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 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 chair 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.

RESOLUTION 5 – RATIFICATION OF ISSUE OF 2,423,000 SHARES AND 2,240,000 QUOTED OPTIONS UNDER LISTING RULE 7.1

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 2,423,000 Shares and 2,240,000 Quoted Options pursuant to a Private Placement announced on 3 October 2017, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by persons who participated in this issue 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 Chair 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.

RESOLUTION 6 – RATIFICATION OF ISSUE OF 2,057,000 SHARES UNDER LISTING RULE 7.1A

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 2,057,000 Shares pursuant to a Private Placement announced on 3 October 2017, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by persons who participated in the issue 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 Chair 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.

RESOLUTION 7 – RATIFICATION OF ISSUE OF 800,000 QUOTED OPTIONS UNDER LISTING RULE 7.1

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 800,000 Quoted Options pursuant to the placement announced on 6 September 2017, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chair 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.

RESOLUTION 8 – RATIFICATION OF ISSUE OF 1,600,000 SHARES UNDER LISTING RULE 7.1A

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 1,600,000 Shares pursuant to the placement announced on 6 September 2017, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

RESOLUTION 9 – APPROVAL OF ISSUE OF SHARES AND QUOTED OPTIONS TO MR CHRIS CHALWELL UNDER A PLACEMENT

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 300,000 Shares and 150,000 Quoted Options under a placement, to Mr Chris Chalwell, a Director of the Company (or his nominee) as set out, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Mr Chalwell and any of his 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 Chair 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.

RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES AND QUOTED OPTIONS TO MR TERRY GARDINER UNDER A PLACEMENT

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 100,000 Shares and 50,000 Quoted Options under a placement, to Mr Terry Gardiner, a Director of the Company (or his nominee) as set out, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Mr Gardiner and any of his 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 Chair 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.

RESOLUTION 11 – APPROVAL OF DEMPSEY MINERALS LIMITED EMPLOYEE INCENTIVE PLAN

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

“That, for the purpose of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given to adopt the Company’s Employee Incentive Plan and to issue and allot securities under that plan, and to issue and allot Shares pursuant to those securities, from time to time upon the terms and conditions summarised in the Explanatory Memorandum as an exception to ASX Listing Rule 7.1.”

Voting Exclusion Statement :

Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the Chair 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 vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above (the “voter”) 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and

(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 for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 12 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER DEMPSEY MINERALS LIMITED EMPLOYEE INCENTIVE PLAN

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

“That, for the purpose of Sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the giving of termination benefits under the Company’s Employee Incentive Plan by the Company to a person or their associates in connection with that person ceasing to hold a managerial or executive office in the Company or a related body corporate of the Company, as detailed in the Explanatory Memorandum.”

Voting Exclusion Statement :

The Company will disregard any votes cast on this Resolution by a Director (except one who is ineligible to participate in any employee incentive plan in relation to the Company) and any associates of such a Director. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the Chair 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 vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above (the “voter”) 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and

(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 Keu Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 13 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR NATHAN MCMAHON

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

“That for the purposes of Part 2E.1 of the Corporations Act and ASX Listing Rule 10.11, and for all other purposes, the Company is authorised to issue up to 750,000 Director Options to Mr Nathan McMahon, who is a Non-Executive Director, and/or his nominee(s), on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on the Resolution by Mr Nathan McMahon and/or his nominee(s) and any of his 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 vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

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

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

(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 for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 14 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR CHRIS CHALWELL

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

“That for the purposes of Part 2E.1 of the Corporations Act and ASX Listing Rule 10.11, and for all other purposes, the Company is authorised to issue up to 750,000 Director Options to Mr Chris Chalwell, who is a Non-Executive Director, and/or his nominee(s), on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on the Resolution by Mr Chris Chalwell and/or his nominee(s) and any of his 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 vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above (the “voter”) 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and

(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 for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 15 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR TERRY GARDINER

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

“That for the purposes of Part 2E.1 of the Corporations Act and ASX Listing Rule 10.11, and for all other purposes, the Company is authorised to issue up to 750,000 Director Options to Mr Terry Gardiner, who is a Non-Executive Director, and/or his nominee(s), on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on the Resolution by Mr Terry Gardiner and/or his nominee(s) and any of his 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 vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above (the “voter”) 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and

(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 for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 16 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR PATRICK CORR

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

“That for the purposes of Part 2E.1 of the Corporations Act and ASX Listing Rule 10.11, and for all other purposes, the Company is authorised to issue up to 750,000 Director Options to Mr Patrick Corr, who is a Non-Executive Director, and/or his nominee(s), on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on the Resolution by Mr Patrick Corr and/or his nominee(s) and any of his 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 vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above (the “voter”) 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and

(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

OTHER BUSINESS

To deal with any business that may be lawfully brought forward.

PROXIES

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

a) appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act; and
b) provides the Company with satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

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

A Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes. Fractions of votes will be disregarded.

In order to vote on behalf of a company that is a Shareholder, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be posted or lodged at the registered office of the Company, at Level 2, 38 Richardson Street, West Perth WA 6005, or PO Box 396 West Perth WA 6872, or by facsimile to (61 8) 9322 6398, or by email to [email protected] not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

An instrument appointing a proxy:

a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;
b) may specify the manner in which the proxy is to vote in respect of a particular Resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the Resolution except as specified in the instrument;
c) shall be deemed to confer authority to demand or join in demanding a poll;
d) shall be in such form as the Directors determine and which complies with section 250A of the Corporations Act; and
e) which appoints the Chair as proxy but does not specify the way in which the proxy is to vote on a particular Resolution will be recorded as voting in favour of the Resolutions (subject to the other provisions of these notes on proxies and any required voting exclusions including those in the Notice) as this is the Chair’s voting intention.

Corporations

A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative’s appointment, which must be lodged with, or presented to, the Company before the commencement of the Meeting.

Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or signed by a duly authorised attorney. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Undirected and Directed Proxies

The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on each resolution.

The Company will not disregard any votes cast on a resolution by a person if the person is the Chair voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy.

If you intend to appoint the Chair as your proxy, you can direct him how to vote by marking the boxes for each resolution (for example, if you wish to vote “for”, “against” or “abstain” from voting), or you cannot mark any of the boxes and give the Chair your express authority to vote your undirected proxy (in which case the Chair will vote in favour of all Resolutions).

If you intend to appoint another member of the Key Management Personnel (such as one of the Directors) or one of their Closely Related Parties as your proxy, please ensure that you direct them how to vote on Resolutions 1, 11, 12, 13, 14, 15 and 16. If you leave your proxy form undirected on Resolutions 1, 11, 12, 13, 14 15 and 16, the relevant Key Management Personnel (other than the Chair) and their Closely Related Parties will not be able to vote your shares on those resolutions. If the Chair is your proxy and you do not direct the Chair how to vote in respect of Resolutions 1, 11, 12, 13, 14, 15 and 16 on the proxy form, you will be deemed to have directed and expressly authorised the Chair to vote your proxy in favour of Resolutions 1, 11, 12, 13, 14, 15 and 16. This express authorisation acknowledges that the Chair may vote your proxy even though Resolutions 1, 11, 12, 13, 14, 15 and 16 are connected directly or indirectly with the remuneration of a Key Management Personnel and even though the Chair may have an interest in the outcome of those resolutions and is prohibited from voting on those resolutions (other than as authorised proxy holder) because of that interest.

In accordance with the Corporations Act, any directed proxies that are not voted on a poll at the meeting will automatically default to the Chair, who is required to vote proxies as directed.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote.

DATED: 19 OCTOBER 2017

BY ORDER OF THE BOARD

MIKE ROBBINS COMPANY SECRETARY

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Dempsey Minerals Limited in connection with the business specified to be conducted in the Notice of Annual General Meeting at the annual general meeting of Shareholders to be held at Level 2, 38 Richardson Street, West Perth, Western Australia 6005 at 9.00am WST on 24 November 2017 .

The purpose of this Explanatory Memorandum is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

The Notice of Meeting, Explanatory Memorandum and Proxy Form are all important documents. The Directors recommend that Shareholders read them carefully in their entirety before making a decision on how to vote at the Annual General Meeting.

A Glossary of terms frequently used in this Notice of Meeting and Explanatory Memorandum can be found at the end of this Explanatory Memorandum.

1 - FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the 2017 Financial Report together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report thereon.

The Company will not provide a hard copy of the 2017 Financial Report to Shareholders unless specifically requested to do so. The 2017 Financial Report is available on its website at www.demspeyminerals.com.au.

2 - ADOPTION OF REMUNERATION REPORT (RESOLUTION 1)

2.1 Background

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 Board or the Company.

A reasonable opportunity will be provided for discussion of 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, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report at the two consecutive annual general meetings, the company will be required to put to shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the company's AGM where the second consecutive strike is received. All of the directors, other than the Managing Director, who were in office when the Board approved the last Directors’ Report, 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 is approved will be the directors of the company.

The Audited Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Audited Remuneration Report is part of the Directors’ Report contained in the 2017 Financial Report.

At the Company’s previous annual general meeting, held on 24 November 2016, less than 25% of votes were cast against the remuneration report at that meeting. Accordingly the Spill Resolution is not relevant for this Annual General Meeting.

3 – ELECTION OF DIRECTOR – MR PATRICK CORR (RESOLUTION 2)

3.1 Background

Clause 11.4 of the Constitution requires that any Director appointed to fill a casual vacancy or as an addition to the Board, holds office until the next annual general meeting and is then eligible for election.

Mr Patrick Corr was appointed to the Board as a Non-Executive Director on 9 October 2017. Mr Corr retires by virtue of clause 11.4 of the Constitution and, being willing and eligible for election, seeks election.

Mr Corr is a Barrister and Solicitor of the Supreme Court of Western Australia and specialises in the laws regulating the companies and securities industries in Australia, with a particular focus on minerals and natural resources. He has extensive knowledge of the legal, regulatory and commercial requirements, as well as the practical considerations, involved in mineral and resource project transactions in international jurisdictions, particularly in Europe and Africa.

Mr Corr has also served as a director and chairman of a number of publicly listed companies in both the resources and industrial sectors.

Directors’ Recommendation

The Directors (other than Mr Patrick Corr) recommend that Shareholders vote in favour of Resolution 2.

4 - RE-ELECTION OF DIRECTOR – MR NATHAN MCMAHON (RESOLUTION 3)

4.1 Background

Clause 11.1 of the Constitution requires that 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 three (3), then the number nearest one-third, shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of three (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.

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.

A Director who retires by rotation under clause 11.1 of the Constitution is eligible for re-election.

The Company currently has three (3) Directors and accordingly one (1) must retire by rotation.

Mr Nathan McMahon retires by rotation in accordance with the Constitution and, being willing and eligible for re-election, seeks re-election. The profile of Mr McMahon is set out in the 2017 Financial Report.

Directors’ Recommendation

The Directors (other than Mr Nathan McMahon) recommend that Shareholders vote in favour of Resolution 3.

5. APPROVAL OF 10% PLACEMENT CAPACITY (RESOLUTION 4)

5.1 Purpose of resolution

The purpose of this special resolution is to authorise the Directors to seek Shareholder approval to allow it to issue a further 10% of the Company’s issued share capital under Listing Rule 7.1A during the 10% Placement Period in addition to and without using the Company’s 15% placement capacity under Listing Rule 7.1.

The additional 10% placement capacity under Listing Rule 7.1A is in addition to the existing 15% annual placement capacity available under Listing Rule 7.1.

5.2 General information

Listing Rule 7.1A came into effect on 1 August 2012 and enables “eligible entities” to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting if the Equity Securities are in an existing quoted class of the Company’s securities (“ 10% Placement Facility” ). The 10% Placement Facility is in addition to the Company’s 15% placement annual capacity under Listing Rule 7.1.

An “eligible entity” for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company is an eligible entity and has a current market capitalisation of $2.6 million.

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility during the period up to 12 months after the Meeting. As Resolution 4 is a special resolution 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

If Shareholders approve Resolution 4 the exact number of Equity Securities that may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to 5.3 (c) below).

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon the issue of any Equity Securities under the 10% Placement Facility.

5.3 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting, which is in addition to its 15% annual placement capacity.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has two classes of Equity Securities, namely Shares and Quoted Options.

(c) Formula for calculating Additional 10% Placement Facility

Listing rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(a x d) – e

a is the number of shares on issue 12 months before the date of issue or agreement:

(i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the 12 months;
(iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% annual placement capacity without shareholder approval;
(iv) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% annual placement capacity.

d is 10%

e is the number of Equity Securities issued or agreed to be issued under 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 shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 42,650,001 Shares on issue and therefore has a capacity to issue:

(i) 15% or 6,397,500 Equity Securities under Listing Rule 7.1; and
(ii) 10% or 4,265,000 Equity Securities subject to Shareholder approval being sought under this Resolution 9 under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities, or the agreement date, in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to 5.3(c) above).

(e) Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the below information is provided in relation to the approval of the 10% Placement Facility:

Minimum Price

The minimum price at which Equity Securities may be issued under the 10% Share Issue Capacity is 75% of the VWAP of securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

the date on which the price of the Equity Securities are to be issued is agreed; or
if they are not issued within 5 Trading Days of the date above, the date on which the Equity Securities are issued.

Date of Issue

The Equity Securities may be issued under the 10% Placement Facility commencing on the date of the Meeting and expires on the earlier to occur of:

the date that is 12 months after the date of this Meeting; or
the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Risk of economic and voting dilution

If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the table below.

Shareholders should note that there is a risk that:

the market price for the Equity Securities to be issued may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

a) Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Shares under the issue. If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Facility, the economic and voting dilution of existing Shares would be as shown in the table below.
b) The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice, assuming the full 10% dilution.
c) 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 Facility.

Variable “A” in Listing Rule 7.1A.2			Dilution
		$0.0275 50% decrease in Issue Price	$0.055 Issue Price	$0.0825 50% increase in Issue Price
Current Variable A	Shares issued	4,265,000 Shares	4,265,000 Shares	4,265,000 Shares
42,650,001 Shares	Funds raised	$117,288	$234,575	$351,863
*50% increase in current Variable A**	Shares issued	6,397,500 Shares	6,397,500 Shares	6,397,500 Shares
63,975,001 Shares	Funds raised	$175,931	$351,863	$527,794
*100% increase in current Variable A**	Shares issued	8,530,000 Shares	8,530,000 Shares	8,530,000 Shares
85,300,002 Shares	Funds raised	$235,575	$469,150	$703,725

*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 under Listing Rule 7.1.

The table has been prepared on the following assumptions:

The current Shares on issue are the Shares on issue at 17 October 2017.
The issue price set out above is the closing price of the Shares on the ASX on 17 October 2017.
The Company issues the maximum number of Equity Securities available under the 10% Placement Facility hence the voting dilution is shown in each example as 10%.
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, and if necessary seek advice from their professional advisers.
No unlisted options of the Company are exercised into Shares before the date of issue of the Equity Securities.
The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, and not dilution under the 15% placement capacity under ASX Listing Rule 7.1, under ASX Listing Rule 7.2, or Shareholder approvals under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

Purpose of issue under 10% Placement Facility

The Company may seek to issue the Equity Securities for the following purposes:

as cash consideration, in which case the Company intends to use the funds raised towards continued exploration and development of the Company’s projects, the evaluation and acquisition of new opportunities and general working capital; or

as non-cash consideration for the exploration and development of the Company’s projects, the evaluation and acquisition of new assets and other investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

Allocation under the 10% Placement Facility

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the purpose of the issue;
the alternative methods of raising funds that are available to the Company, including but not limited to, an entitlement issue or other issue in which existing security holders can participate;
the effect of the issue of the Equity Securities on the control of the Company;
the circumstances of the Company, including but not limited to the financial situation and solvency of the Company;
prevailing market conditions; and
advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing Shareholders and/or new Shareholders, who are not related parties of the Company or their associates.

Previous Approval under ASX Listing Rule 7.1A

The Company last obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting held on 24 November 2016.

Voting Exclusive

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not invited any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

5.4 Listing Rule 7.3A.6 Details of Equity Securities issued during last 12 months

Date of Issue	6 Sep 2017	6 Sep 2017	9 Oct 2017	9 Oct 2017
Number issued	1,600,000	800,000	4,480,000	2,240,000
Class/Type	Ordinary Shares	Quoted Options	Ordinary Shares	Quoted Options
Summary of Terms	NA	Exercisable on or before 31 December 2018 @ $0.14	NA	Exercisable on or before 31 December 2018 @ $0.14
Name of Persons Issued Securities	Sophisticated Investors	Sophisticated Investors	Sophisticated Investors	Sophisticated Investors
Deemed/IssuePrice	$0.05	Nil	$0.05	Nil
Discount tomarket	NA	NA	NA	NA
CASH ISSUES
Cash Received	$80,000	NA	$224,000	NA
CashSpent	$80,000	NA	Nil	NA
Use of Cash	Due diligence costs on investment opportunities and working capital	NA	Due diligence costs on investment opportunities and working capital	NA
CashUnspent	$Nil	NA	$224,000	NA
NON-CASH ISSUES
Non-cash consideration	NA	Quoted Options	NA	Quoted Options
Current value of non- cash consideration	NA	$03,220 as per Black Scholes valuation at issue date	NA	$13,546 as per Black Scholes valuation at issue date

Pursuant to and in accordance with Listing Rule 7.3A.6 (a), the total number of Equity securities issued since the date of the last AGM held on 24 November 2016 are as follows:

Class/Type	On Issue 24 November 2016	Number Issued Since 24 November 2016	% Issued Since 26 November 2016
Ordinary Shares	36,570,001	6,080,000	16.6%
Quoted Options	12,190,000	3,040,000	24.9%
Total	48,760,001	9,120,000	18.7%

Directors' Recommendation

The Directors consider that the approval of the issue of the 10% placement facility described above is beneficial for the Company as it provides the company with the flexibility to issue up to the maximum number of securities permitted under ASX Listing Rule 7.1A in the next 12 months (without further shareholder approval), should it be required and which will be in addition to, and without using, the company’s 15% annual placement capacity. At the date of the notice, the Company has no plans to use the 10% placement facility should it be approved. Accordingly the Directors recommend that shareholders vote in favour of resolution 4.

6 - RATIFICATION OF ISSUE OF 2,423,000 SHARES AND 2,240,000 QUOTED OPTIONS UNDER LISTING RULE 7.1 (RESOLUTION 5) AND RATIFICATION OF ISSUE OF 2,057,000 PRIVATE PLACEMENT SHARES UNDER LISTING RULE 7.1A (RESOLUTION 6)

6.1 Background

The Company completed a private placement of a total of 4,480,000 Shares and 2,240,000 Quoted Options (collectively the ‘Private Placement’), at an issue price of $0.05 per Share, to sophisticated and professional investors. The free attaching Quoted Options (exercisable at $0.14 on or before 31 December 2018) were issued on a 1 for 2 basis. The Private Placement Shares and Quoted Options were issued on 9 October 2017. The ratification of the prior issue of the Private Placement Shares and Quoted Options is sought under Resolutions 5 and 6 in accordance with the requirements of ASX Listing Rule 7.4.

The terms and conditions of the Quoted Options are detailed in the Dempsey prospectus lodged with the ASIC on 3 February 2016 and in Annexure C.

6.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 prohibits a listed company from issuing, or agreeing to issue, equity securities (which includes shares) that exceed 15% of the total number of fully paid ordinary securities on issue in any 12 month period, unless approval is obtained from the holders of the company’s ordinary securities.

ASX Listing Rule 7.1A provides that certain eligible companies may seek shareholder approval at its AGM to issue up to a further 10% of its fully paid ordinary securities on issue at the start of the 12 month period commencing on the date of the AGM ("10% share issue capacity"). The Company is an eligible company and sought and received shareholder approval to the 10% share issue capacity at its AGM on 24 November 2016. The shareholder approval is valid for 12 months from the date of the AGM (that is, until 23 November 2017).

ASX Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rules 7.1 and 7.1A will be treated as having been made with shareholder approval for the purposes of those Listing Rules if shareholders subsequently approve it and the issue did not breach Listing Rules 7.1 or 7.1A.

Accordingly, the Company is seeking shareholder ratification for the issue of the Private Placement Shares and Quoted Options as follows:

 2,423,000 Shares and 2,240,000 Quoted Options issued under the Company’s 15% share issue capacity under Listing Rule 7.1; and

2,057,000 Shares issued under the Company’s 10% share issue capacity under Listing Rule 7.1A.

If Shareholders approve Resolution 5, the issue of 2,423,000 Shares and 2,240,000 Quoted Options issued under the Private Placement will be excluded from the calculations of the 15% limit under ASX Listing Rule 7.1. If Shareholders approve Resolution 6, the issue of 2,057,000 Shares under the Private Placement will be excluded from the calculations of the 10% limit under ASX Listing Rule 7.1A.

6.3 ASX Listing Rule Disclosure Requirements

The following information is provided for the purpose of ASX Listing Rule 7.5:

(a) Number of securities issued

Shares - 4,480,000 Quoted Options (exerciable on or before 31 December 2018 at $0.14) – 2,240,000

(b) Price at which the securities were issued

Shares - $0.05 Quoted Options - Nil

(c) Terms of the securities

The Shares issued under the Private Placement are fully paid and rank pari passu in all respects with the Company’s other Shares on issue and are listed on the ASX.

The Quoted Options issued under the Private Placement, will only be recognized as fully paid Shares and rank pari passu in all respects with the Company’s other Shares on issue and listed on the ASX, once the Quoted Options have been exercised in line with their terms.

(d) The name of the persons to whom Dempsey issued the securities or the basis on which those persons were determined

The Private Placement Shares and Quoted Options were issued to sophisticated and professional investors. None of the investors were related parties of the Company or their associates.

(e) Use (or intended use) of funds raised

To be used to pursue further due diligence work on potential investment opportunities in the mining sector as well as to provide further working capital.

Directors' Recommendation

The Board recommends Shareholders vote in favour of Resolution 5 as it allows the Company greater flexibility to issue further Securities representing up to 15% (under ASX Listing Rule 7.1) of the total number of Shares on issue in any 12 month period without Shareholder approval.

The Board recommends Shareholders vote in favour of Resolution 6 as it allows the Company greater flexibility to issue further Securities representing up to 10% (under ASX Listing Rule 7.1A) of the total number of Shares on issue in any 12 month period without Shareholder approval.

7. RATIFICATION OF ISSUE OF 800,000 QUOTED OPTIONS UNDER LISTING RULE 7.1 (RESOLUTION 7) AND RATIFICATION OF ISSUE OF 1,600,000 SHARES UNDER LISTING RULE 7.1A (RESOLUTION 8)

7.1 Background

As announced to the ASX on 6 September 2017, the Company completed a private placement of a total of 1,600,000 Shares and 800,000 Quoted Options, at an issue price of $0.05 per Share, to sophisticated and professional investors. The free attaching Quoted Options (exercisable at $0.14 on or before 31 December 2018) were issued on a 1 for 2 basis. The Shares and Quoted Options were issued on 6 September 2017. The ratification of the prior issue of the Shares and Quoted Options is sought under Resolutions 7 and 8 in accordance with the requirements of ASX Listing Rule 7.4.

The terms and conditions of the Quoted Options are detailed in the Dempsey prospectus lodged with the ASIC on 3 February 2016 and in Annexure C.

7.2 ASX Listing Rule 7.4

Accordingly, the Company is seeking shareholder ratification for the issue of the Shares and Quoted Options under the placement as follows:

800,000 Quoted Options issued under the Company’s 15% share issue capacity under Listing Rule 7.1; and
1,600,000 Shares issued under the Company’s 10% share issue capacity under Listing Rule 7.1A.

If Shareholders approve Resolution 7, the issue of 800,000 Quoted Options issued under the placement will be excluded from the calculations of the 15% limit under ASX Listing Rule 7.1. If Shareholders approve Resolution 8, the issue of 1,600,000 Shares under the placement will be excluded from the calculations of the 10% limit under ASX Listing Rule 7.1A.

7.3 ASX Listing Rule Disclosure Requirements

The following information is provided for the purpose of ASX Listing Rule 7.5:

(a) Number of securities issued

Shares - 1,600,000 Quoted Options (exerciable on or before 31 December 2018 at $0.14) – 800,000

(b) Price at which the securities were issued

Shares - $0.05 Quoted Options - Nil

(c) Terms of the securities

The Shares issued under the Private Placement are fully paid and rank pari passu in all respects with the Company’s other Shares on issue and are listed on the ASX.

(d) The name of the persons to whom Dempsey issued the securities or the basis on which those persons were determined

The Shares and Quoted Options were issued to various sophisticated and professional investors. None of the investors were related parties of the Company or their associates.

(e) Use (or intended use) of funds raised

To be used to pursue further due diligence work on potential investment opportunities in the mining sector as well as to provide further working capital.

Directors' Recommendation

The Board recommends Shareholders vote in favour of Resolution 7 as it allows the Company greater flexibility to issue further Securities representing up to 15% (under ASX Listing Rule 7.1) of the total number of Shares on issue in any 12 month period without Shareholder approval.

The Board recommends Shareholders vote in favour of Resolution 8 as it allows the Company greater flexibility to issue further Securities representing up to 10% (under ASX Listing Rule 7.1A) of the total number of Shares on issue in any 12 month period without Shareholder approval.

8. APPROVAL OF ISSUE OF SHARES AND QUOTED OPTIONS TO DIRECTORS MR CHRIS CHALWELL AND MR TERRY GARDINER UNDER A PLACEMENT (RESOLUTIONS 9 AND 10)

8.1 Background

On 6 September 2017, the Company announced the placement of 1,600,000 Shares and 800,000 Quoted Options. The placement was to be completed in two parts, the first tranche of 1,600,000 Shares and 800,000 Quoted Options were issued to unrelated parties and is the subject of shareholder ratification in resolutions 7 and 8.

The remainder of the placement, being 400,000 Shares and 200,000 Quoted Options, are to be issued to Directors of the Company, subject to shareholder approval being sought under resolutions 9 and 10. The 400,000 Shares and 200,000 Quoted Options will be issued on exactly the same terms and conditions to the placement made to the unrelated parties, the subject of Resolutions 7 and 8.

The terms and conditions of the Quoted Options are detailed in the Dempsey prospectus lodged with the ASIC on 3 February 2016 and in Annexure C.

The funds for the 400,000 Shares and 200,000 Quoted Options have been received by the Company.

8.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that, subject to certain exemptions (none of which are relevant here), a company must not issue securities to a related party without shareholder approval.

Resolutions 9 and 10 seek this approval as Mr Chalwell and Mr Gardiner are related parties of the Company as they are Non-Executive Directors.

Information required for the purposes of ASX Listing Rule 10.13 in relation to the Shareholder approval sought under ASX Listing Rule 10.11 pursuant to Resolutions 9 and 10 is set out below.

(a) The name of the person

300,000 Shares and 150,000 Quoted Options (exercisable on or before 31 December 2018 @ $0.14) will be issued to Mr Chris Chalwell (or his nominee) under Resolution 9; and

100,000 Shares and 50,000 Quoted Options (exercisable on or before 31 December 2018 @ $0.14) will be issued to Mr Terry Gardiner (or his nominee) under Resolution 10

(b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

The maximum number of Shares and Quoted Options which can be issued to Mr Chalwell and/or his nominee is 300,000 and 150,000 respectively; and The maximum number of Shares and Quoted Options which can be issued to Mr Gardiner and/or his nominee is 100,000 and 50,000 respectively.

(c) The date by which the entity will issue the securities, which must not be more than 1 month after the date of the meeting

The Shares and Quoted Options will be issued within one month after the date of the Annual General Meeting (or such later date as may be permitted by any ASX waiver or modification of the ASX Listing Rules).

(d) The issue price of the securities and a statement of the terms of issue

Each Share will be issued at a price of $0.05 per share and will rank parri passu with existing issued ordinary shares from the date of issue.

The Quoted Options will be issued for nil consideration. Quoted Options are exercisable on or before 31 December 2018 @ $0.14. If Quoted Options are exercised in line with their terms, they will rank parri passu with existing issued ordinary shares from the date of issue of the Shares.

(e) Use (or intended use) of funds raised.

To be used to pursue further due diligence work on potential investment opportunities in the mining sector as well as to provide further working capital.

8.3 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that prior approval of shareholders is required for an issue of equity securities if the equity securities will, when aggregated with the equity securities issued by a company during the previous 12 months, exceed 15% of the number of ordinary shares on issue at the commencement of that 12 month period.

Approval pursuant to ASX Listing Rule 7.1 is not required (under Exception 14 to ASX Listing Rule 7.1) in order to issue the Shares and Quoted Options to Mr Chalwell and Mr Gardiner and/or their nominee(s) as approval is being obtained under ASX Listing Rule 10.11.

If Shareholders approve Resolutions 9 and 10, then the issue of Shares and Quoted Options, to Mr Chalwell and Mr Gardiner and/or their nominee(s) will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

8.4 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of Shares and Quoted Options, to Mr Chalwell and Mr Gardiner under Resolutions 9 and 10 constitutes the provision of a financial benefit to related parties.

It is the view of the Directors that the issue of Shares and Quoted Options falls within the arm’s length exception under section 210 of the Corporations Act. In forming this view, the Directors consider the issue of Shares and Quoted Options:

were negotiated at arm’s length;
are issued on the same terms and conditions as those for the other placement participants; and
are reasonable in the circumstances at the time if the Company were dealing at arm’s length.

Accordingly, the Directors have determined not to seek Shareholder approval under section 208 of the Corporations Act for the issue of Shares and Quoted Options to Mr Chalwell and Mr Gardiner.

Other Information

Mr Chalwell and Mr Gardiner’s relevant interests (direct and indirect) in Securities as at the date of this Notice Of Meeting are set out below .

Name	Shares	Options 1	Annual Salary
Chris Chalwell	1,600,000	311,402	$30,000
Terry Gardiner	3,329,919	1,615,983	$30,000

(1) Options exercisable at $0.14 on or before 31 December 2018

The latest available price of Shares quoted on the ASX prior to the date of this Notice of Meeting on 17 October 2017 was $0.055. The highest price for Shares trading on the ASX over the last 12 months was $0.07 and the lowest price in that period was $0.04.

In addition, the Directors believe that there are benefits to the Company in Directors holding securities in the Company as this helps to incentivise the performance of those Directors and, in doing so, further aligns the interests of those Directors with those of Shareholders.

Directors' recommendation

Mr Chalwell declines to make a recommendation to Shareholders in relation to Resolution 9 due to his personal interest in the outcome of the Resolution. The other Directors, who do not have an interest in the outcome of Resolution 9, recommend that Shareholders vote in favour of Resolution 9. 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 Resolution 9.

Mr Gardiner declines to make a recommendation to Shareholders in relation to Resolution 10 due to his personal interest in the outcome of the Resolution. The other Directors, who do not have an interest in the outcome of Resolution 10, recommend that Shareholders vote in favour of Resolution 10. 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 Resolution 10.

9. APPROVAL OF DEMPSEY MINERALS LIMITED EMPLOYEE INCENTIVE PLAN (RESOLUTION 11)

9.1 Background

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of high calibre executive personnel and key employees, the Company seeks to refresh the approval of the “Dempsey Minerals Limited Employee Incentive Plan” ( Plan ), including the issue of securities under the Plan. The Plan was last approved by Shareholders at the Company’s 2014 Annual General meeting.

ASX Listing Rule 7.1 prohibits the Company from issuing equity securities which in aggregate exceed fifteen (15%) of its fully paid ordinary share capital in any twelve month period, unless an exception applies. ASX Listing Rule 7.2, Exception 9 provides that this rule does not apply to the issue of securities by the Company under an employee incentive scheme if the scheme has been approved by Shareholders within three (3) years from the date of issue of the relevant securities.

Resolution 11 seeks Shareholder approval under exception 9(b) of ASX Listing Rule 7.2 to allow the grant of Options under the Plan ( Incentive Options ), and the issue of Shares on exercise of the Incentive Options, as an exception to ASX Listing Rule 7.1.

If Resolution 11 is passed, the Company will have the ability to issue Incentive Options to eligible participants under the Plan over a period of three years without impacting on the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

If Shareholders do not renew approval for the Plan, the Company will not be able to grant further Options under the Plan, but any already issued outstanding Options will continue unaffected.

Executive Directors and key employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Plan is an appropriate method to:

a) reward executive Directors and key employees for their past performance;
b) provide long term incentives for participation in the Company’s future growth; c) motivate executive Directors and generate loyalty from senior employees; and
d) assist to retain the services of valuable executive Directors and employees.

The Plan will be used as part of the remuneration planning for executive personnel and employees. The Corporate Governance Council Guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company’ circumstances and goals. Non-executive Directors are not eligible to participate in the Plan.

9.2 ASX Listing Rule 7.2 (Exception 9(b)) Disclosure Requirements

In accordance with Listing Rule 7.2 (Exception 9(b)), the following information is disclosed to Shareholders for the purposes of Resolution 11:

a) A summary of the terms and conditions of the Plan is set out in section 9.3 below.
b) No Incentive Options have been granted under the Plan since the Shareholder approval was last obtained at the 2014 Annual General Meeting.
c) A voting exclusion statement is included in the Notice.

9.3 Employee Incentive Option Plan Summary

Eligible persons

Full and part time employees (and their Associates) of any Dempsey group company (wherever they reside) will be eligible to be issued Incentives. Upon receipt of such an Offer, the Eligible Person may nominate an associate acceptable to the Board to be issued with the Incentive Options.

Terms of Incentive Options

There is no issue price for Incentive Options and the exercise price of Incentive Options will be determined by the Board in its absolute discretion.

Shares issued on exercise of Incentive Options will rank equally with other ordinary shares of the Company.

Incentive Options may not be transferred without the approval of the Board. Quotation of Incentive Options on the Australian Stock Exchange (“ASX”) will not be sought.

Restrictions on Issues

The number of Incentive Options granted under the EIP will be decided by the Board from time to time. However, the applicable ASIC Class Order sets out that the Board may not offer Incentive Options under the EIP if the total number of shares which would be issued were each Incentive Option accepted, together with the number of shares in the same class or Incentive Options to acquire such shares issued pursuant to all employee or executive share schemes during the previous five years, exceeds 5% of the total number of issued shares in that class as at the date of the offer.

Incentive Options may only be issued or exercised within the limitations imposed by the Corporations Act and the ASX Listing Rules.

Directors will not be able to participate in the EIP without Shareholder approval being first obtained in a general meeting of Shareholders.

Vesting

The Board has the discretion at the time of the grant of an Incentive Option under the EIP to determine what (if any) vesting conditions need to be satisfied before the Incentives become capable of exercise.

Vesting on change of control

Incentive Options that remain subject to a vesting condition immediately vest and may be exercised by the Eligible Person in the event that a takeover bid is made for the Company, or another corporate transaction is pursued (such as a scheme of arrangement, selective capital return etc) which results in the bidder acquiring voting power of more than 50% of the Company.

The Board also has a general discretion to allow Incentive Options to immediately vest if the then Board determines, acting in good faith and consistent with its fiduciary duties, that a person has obtained voting power which is sufficient to control the composition of the Board.

Incentive Options will lapse on their expiry date.

Vesting in other circumstances

The Board may permit an Eligible Person, the opportunity to exercise or transfer the Incentive Options in other limited situations, such as where a resolution is passed approving the disposal of Dempsey's main undertaking or on a winding up of Dempsey.

Expiry Date

The Board may set out in an invitation to participate in the EIP the date and times when any Incentive Options lapse.

Cessation of Employment

Treatment of Incentives on cessation of employment shall be as follows:

Cause		Unvested Incentive Options		Vested Incentive Options
Termination	for cause (eg.	Immediately lapse		Expires 30 days after cessation of employment or
fraud, dishonesty or material				longer period allowed by the Board
breach)
Termination	for Death	Immediately lapse unless Board		Expire at Expiry Date
		determines otherwise
Termination	for ill health	Immediately lapse unless Board		Expire at Expiry Date
		determines otherwise
Termination	by consent (eg	Immediately lapse unless Board		Expires 30 days after cessation of employment or
resignation)		determines otherwise		longer period allowed by the Board
Redundancy, constructive		Vest automatically. Expire	30	Expires 30 days after cessation of employment or
dismissal,	retirement, other	days after cessation	of	longer period allowed by the Board
termination	by Company not	employment or longer period
dealt with above		allowed by Board

Participation in Future Issues

The holders of Incentive Options will only participate in new issues, including bonus issues, if they have exercised the Incentive Options at that time and provided such exercise is permitted by the terms of the Incentive Options.

If there is a bonus issue to shareholders, the number of shares over which the Incentive Options is exercisable may be increased by the number of Shares which the holder of the Incentive Options would have received if the Incentive Option had been exercised before the record date for the bonus issue.

In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying Shares in the Company, the exercise price of Options may be reduced in accordance with Listing Rule 6.22.

Capital Reconstruction

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Incentive Option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction

Directors’ Recommendation

The Board (other than any Executive Directors) recommend that Shareholders vote in favour of Resolution 11.

10. APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER DEMPSEY MINERALS LIMITED EMPLOYEE INCENTIVE PLAN (RESOLUTION 12)

10.1 Background

The Corporations Act restricts the benefits which can be given to certain persons (those who hold a managerial or executive office, as defined in the Corporations Act) on leaving their employment with the Company. Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the company or its related bodies corporate if it is approved by shareholders or an exemption applies. The provisions of the Corporations Act relating to termination benefits were amended in 2009 to significantly reduce the maximum termination benefits that can be given without prior shareholder approval and to expand the scope of the provisions. The new, lower termination benefits cap applies to all directors (including executive directors) and, since November 2009, to all key management personnel of the company (that is, to all persons whose remuneration is required to be disclosed in the company’s remuneration report), including those who are not directors. Additionally, persons subject to the restrictions remain subject to them for at least three years after they cease to hold a managerial or executive office.

Under the proposed Plan (the subject of Resolution 11), circumstances in which the early vesting of Incentive Options are permitted, include termination of the employee’s employment or office with the Company due to redundancy or in other circumstances where the Board exercises its discretion to do so as well as change of control events, notwithstanding that the Company will comply with its obligations under ASX Listing Rules 10.18 and 10.19. The termination “benefit” under section 200B of the Corporations Act has a wide operation and relevantly includes, in the context of Resolution 11, the early vesting of Incentive Options granted under the Plan.

Resolution 12 therefore seeks approval of any “termination benefit” that may be provided to an employee under the proposed Plan (the subject of Resolution 11), who from, time to time, holds a managerial or executive office (as defined in the Corporations Act) in the Company.

Specifically, Shareholder approval is being sought to give the Board (or the Boards’ delegate) the capacity to exercise certain discretions under the Plan, including the discretion to determine to vest some or all of the unvested Incentive Options of any relevant participant who is affected by the new termination benefits laws when they leave employment with the Company.

Non-Executive Directors are not entitled to participate in the Plan and so the approval will not apply to them. The Company is seeking approval to assist the Company in meeting its existing obligations to executive Directors and employees of the group, and to provide the Company with the flexibility to continue to remunerate employees fairly and responsibly.

If all relevant Shareholder approvals are obtained under Resolution 11 and this Resolution 12, and the Board exercises its discretion to vest some or all of an affected participant’s unvested Incentive Options (or to provide that the participant’s Incentive Options do not lapse but will continue and be vested in the ordinary course), the value of the benefit will be disregarded when calculating the relevant participants cap for the purposes of subsection 200F(2)(b) or subsection 200G(1)(c) of the Corporations Act.

10.2 Section 200E of the Corporations Act

Section 200E requires certain information to be provided to shareholders in approving a termination benefit. Whilst the value of the proposed termination benefits cannot current be ascertained, the manner in which the value of the proposed termination benefits is calculated, and the matters, events and circumstances that will, or are likely to, affect the calculation of the value are as follows:

(A) Details of the termination benefits

The proposed Plan, if approved by Shareholders under Resolution 11, contains provisions setting out the treatment of unvested options in situations such as where an employee leaves the Company (in certain circumstances) or where there is a change in control of the Company. For example, under the rules of the Plan, where a participant resigns from his or her employment with the Company before his or her Incentive Options have vested, the Board may exercise its discretion to determine that some or all of the Incentive Options will vest, and

the basis on which vesting may occur (which may include, without limitation, timing and conditions). Similarly, if a “change of control” occurs, the Board may determine that some or all of a participant’s unvested Incentive Options will vest.

The exercise of these discretions will constitute a “benefit” for the purposes of the Corporations Act’s termination benefits provisions.

(B) Value of the termination benefits

The value of the termination benefits that the Board may give under the proposed Plan cannot be determined in advance. This is because the proposed Plan is subject to approval under Resolution 11 and if approved by Shareholders, various matters will, or are likely to affect that value. Specifically, if the Plan is approved by Shareholders under Resolution 11, the value of a particular benefit will depend on the Company’s share price at the time of vesting and the number of Incentive Options that the Board decided to vest. Some of the factors that may affect the value of the termination benefits are as follows:

(i) the participant’s length of service and the proportion of any relevant performance periods that have expired at the time they leave employment;
(ii) the participant’s total fixed remuneration at the time grants are made under the Plan and at the time they leave employment; and
(iii) the number of unvested Incentive Options that the participant holds at the time they leave employment.

Directors’ Recommendation

The Board (other than any Executive Directors) recommend that Shareholders vote in favour of Resolution 12.

11. RESOLUTIONS 13 TO 16 - APPROVAL OF THE ISSUE OF A TOTAL OF 3,000,000 OPTIONS TO DIRECTORS

11.1 Background

Resolutions 13 to 16 seek the approval of Shareholders for the issue of 3,000,000 Director Options to Directors and/or their nominee(s) as follows:

Resolution	Director	# of Director Options (i)
Resolution 13	Nathan McMahon	750,000
Resolution 14	Chris Chalwell	750,000
Resolution 15	Terry Gardiner	750,000
Resolution 16	Patrick Corr	750,000

(i) Expiry date on or before 5.00pm WST on the date that is two (2) years less one day following the date of issue at an exercise price of $0.15.

Shareholder approval of the grant of the Director Options, the subject of Resolutions 13 to 16, is sought for the purposes of:

1) Part 2E.1 of the Corporations Act, which governs the giving of financial benefits to directors and other “related parties” of a company; and
2) ASX Listing Rule 10.11, which provides that, subject to certain exceptions (none of which are relevant here), a company must not issue or grant securities to a director without shareholder approval.

The object of Resolutions 13 to 16 is to provide the Directors with a mechanism to participate in the future development of the Company and encouragement for their future involvement with and commitment to the Company. The Directors believe that the success of the Company in the future will depend in large part upon the skills of the people engaged to manage the Company's operations. Accordingly it is important that the Company is able to attract and retain people of the highest calibre. The Directors consider that the most appropriate means of achieving this is to provide directors with an opportunity to participate in the Company's future growth and an incentive to contribute to that growth.

If Shareholder approval is obtained for Resolutions 13 to 16, the Director Options will be granted within one month of Shareholder approval.

11.2 Terms of Director Options

Subject to Shareholder approval, the Director Options will be granted on the terms and conditions set out in Annexure “A” to this Explanatory Memorandum.

11.3 Part 2E.1 of the Corporations Act

Part 2E.1 of the Corporations Act prohibits the Company from giving financial benefit to a “related party” of the Company (such as a Director) unless either:

a) the giving of the financial benefit falls within one of the nominated exceptions to the relevant provisions of the Corporations Act; or
b) prior Shareholder approval is obtained to the giving of the benefit.

For the purposes of Part 2E.1, Messrs McMahon, Chalwelll, Corr and Gardiner (and/or their nominee(s))are considered to be related parties of the Company and, therefore, the proposed grant of Director Options to them (and/or their nominee(s)) requires prior Shareholder approval.

The annual remuneration packages including any superannuation and non-cash benefits payable to each Director is as follows:

Director	Position	Annual Remuneration *()**	Estimated value of Director *Options to be issued(Refer to* Annexure “B” to this Explanatory Memorandum)**
Nathan McMahon	Non-executive Chairman	$30,000	$12,115
Chris Chalwell	Non-executive Director	$30,000	$12,115
Terry Gardiner	Non-executive Director	$30,000	$12,115
Patrick Corr	Non-executive Director	$30,000	$12,115

Annual remuneration for Non-executive Directors has been $30,000 per annum for the last four consecutive years.

The following table sets out Messrs McMahon, Chalwell, Corr and Gardiner’s beneficial interest in the securities of Dempsey as at the date of this Notice of Meeting:

Director	Ordinary Shares	Quoted Options	Proposed Ordinary Shares (2)
Nathan McMahon	4,839,381	1,429,786(1)	750,000
Chris Chalwell	1,600,000	311,402(1)	750,000
Terry Gardiner	3,329,919	1,615,983(1)	750,000
Patrick Corr	200,000	100,000(1)	750,000

(1) Options exercisable at $0.14 on or before 31 December 2018.

(2) Assuming Shareholders approve the issue of the Director Options to Directors that are the subject of Resolutions 10 to 12 and all these Director Options are exercised.

In accordance with the requirements of Part 2E.1 and, in particular, sections 219 and 221 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided to Shareholders to allow them to assess the proposed grant of Director Options:

Directors, Messrs McMahon, Chalwell, Corr and Gardiner are related parties of the Company to whom the financial benefit would be given by virtue of section 228(2)(a) of the Corporations Act (or in the case of their respective nominee(s), section 228(4) of the Corporations Act);
the nature of the financial benefit to be given is the grant of 750,000 Director Options each to Messrs McMahon, Chalwell, Corr and Gardiner on the terms set out in Annexure “A” to this Explanatory Memorandum;
the Director Options will be issued within one month of the date of the Meeting; 4. Mr McMahon is not entitled and does not wish to make a recommendation to Shareholders regarding Resolution 13 on the basis that he has an interest in the outcome of the Resolution; Mr Chalwell is not entitled and does not wish to make a recommendation to Shareholders regarding Resolution 14 on the basis that he has

an interest in the outcome of the Resolution; Mr Gardiner is not entitled and does not wish to make a recommendation to Shareholders regarding Resolution 15 on the basis that he has an interest in the outcome of the Resolution; Mr Corr is not entitled and does not wish to make a recommendation to Shareholders regarding Resolution 16 on the basis that he has an interest in the outcome of the Resolution;

the Director Options are to be granted for nil consideration and therefore no funds will be raised from their issue;
an estimate of the value of the Director Options is set out in Annexure “B” to this Explanatory Memorandum;
neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision as to whether it is in the best interests of the Company to pass the Resolution other than as follows:
(a) if all the Director Options the subject of Resolutions 13 to 16 are granted and exercised, then the Company’s fully paid share capital (based on the existing number of Shares) will be diluted by 7%;
(b) the Directors consider that the incentive represented by the grant of Director Options is a cost effective and efficient incentive when compared to other forms of incentive such as cash, bonuses or increased remuneration;
(c) the primary purpose of the grant of Director Options is to provide an incentive to Messrs McMahon, Chalwell, Corr and Gardiner. Given this purpose, the Directors do not consider that there is any opportunity cost or benefit foregone to the Company in granting the Director Options that are the subject of Resolutions 13 to 16 (other than as set out below); and
(d) the Board has examined carefully the individual remuneration packages of Directors to determine the fairness and reasonableness of the remuneration package. As part of the examination, the Board has reviewed the remuneration packages of industry executives and non-executives in similar roles; and
the Board acknowledges that the grant of Director Options to Messrs McMahon, Chalwell, Corr and Gardiner is contrary to Recommendation 8.3 of the ASX Corporate Governance Principles and Recommendations. However the Board considers the grants to Messrs McMahon, Chalwell, Corr and Gardiner are appropriate in the circumstances for the reasons set out below.

Based on the examination, the Board has concluded that the totality of Messrs McMahon, Chalwell, Corr and Gardiner’s remuneration packages, including the equity component of 3,000,000 Director Options now to be considered for approval by Shareholders, is fair and reasonable in the circumstances of Dempsey, given its size and stage of development, market practice of other companies in the mineral exploration industry and given the necessity to attract and retain the highest calibre of skilled professionals to the Company whilst maintaining the Company’s cash reserves and in light of Messrs McMahon, Chalwell, Corr and Gardiner’s management experience and knowledge of the mineral exploration industry.

The Directors do not consider that there are any opportunity costs to the Company or benefits forgone by the Company in respect of the proposed issue of Director Options pursuant to Resolutions 13 to 16, other than, if the Director Options are exercised when the market price of the Shares is greater than the exercise price of the Director Options, there will be a detriment insofar as the Company will be required to issue Shares at a price lower than it might otherwise have been able to, with the result that less funds will be raised. Any funds raised from the exercise of Director Options will supplement the Company’s working capital requirements.

10.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that, subject to certain exemptions (none of which are relevant here), a company must not issue options to a related party without shareholder approval. Resolutions 13 to 16 seek this approval.

Information required for the purposes of ASX Listing Rule 10.13 in relation to the Shareholder approval sought under ASX Listing Rule 10.11 pursuant to Resolutions 13 to 16 is provided in the Notice of Meeting and the Explanatory Memorandum.

10.4 ASX Listing Rule 7.1

Approval pursuant to ASX Listing Rule 7.1 is not required (under Exception 14 to ASX Listing Rule 7.1) in order to issue the Director Options to Messrs McMahon, Chalwell, Corr and Gardiner and/or their nominee(s) as approval is being obtained under ASX Listing Rule 10.11.

Shareholders should note that the issue of securities to Messrs McMahon, Chalwell, Corr and Gardiner and/or their nominee(s) will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

Directors’ Recommendation

Mr Nathan McMahon declines to make a recommendation to Shareholders in relation to Resolution 13 due to his material personal interest in the outcome of the Resolution.

The Directors (other than Mr Nathan McMahon) recommend that, for the reasons set out above, Shareholders vote in favour of Resolution 13.

Mr Chris Chalwell declines to make a recommendation to Shareholders in relation to Resolution 14 due to his material personal interest in the outcome of the Resolution.

The Directors (other than Mr Chris Chalwell) recommend that, for the reasons set out above, Shareholders vote in favour of Resolution 14.

Mr Terry Gardiner declines to make a recommendation to Shareholders in relation to Resolution 15 due to his material personal interest in the outcome of the Resolution.

The Directors (other than Mr Terry Gardiner) recommend that, for the reasons set out above, Shareholders vote in favour of Resolution 15.

Mr Patrick Corr declines to make a recommendation to Shareholders in relation to Resolution 16 due to his material personal interest in the outcome of the Resolution.

The Directors (other than Mr Patrick Corr) recommend that, for the reasons set out above, Shareholders vote in favour of Resolution 16.

GLOSSARY

In the Notice of Meeting (including the Annexures thereto) and the Proxy Form, the following terms have the following meanings unless they are otherwise defined or the context otherwise requires:

$ means Australian dollars.

2017 Financial Report means the Company’s financial report for the financial year ended 30 June 2017, which can be downloaded from the Company’s website at www.dempseyminerals.com.au.

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

Annexure means an annexure to this Explanatory Memorandum.

ASIC means the Australian Securities and Investments Commission.

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

ASX Listing Rules or Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Board means the board of Directors.

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 chairperson of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) that may be made for this purpose.

Company or Dempsey means Dempsey Minerals Limited ACN 149 349 646.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) and the regulations promulgated under it, each as amended from time to time.

Director means a director of the Company.

Director Options means an Option as per the terms and conditions set out in Annexure “A”.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying and forming part of the Notice.

Incentive Options means the grant of Options under the Plan.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.

Option means an option to acquire a Share.

Plan means the Dempsey Minerals Limited Employee Incentive Plan.

Private Placement means the issue of Shares and Quoted Options on 9 October 2017.

Proxy Form means the proxy form accompanying and forming part of the Notice.

Quoted Option means an option listed on the ASX with an exercise price of $0.14 and exercisable on or before 31 December 2018 as per prospectus lodged with ASIC on 3 February 2016.

Remuneration Report means the remuneration report set out in the Director’s report section of the 2017 Financial Report.

Resolutions means the resolutions set out in the Notice of Meeting, 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 holder of a Share.

Trading Day means a day determined by ASX to be a trading day and notified to market participants being:

(a) a day other than:
(i) a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and
(ii) any other day which ASX declares and publishes is not a trading day; and
(b) notwithstanding (a), a day which for the purposes of settlement, ASX declares is a trading day notwithstanding that dealings between market participants are suspended on that day.

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

Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

ANNEXURE A

Terms and Conditions of Dempsey Director Options

The terms and conditions of the Director Options are as follows:

(a) Each Director Option gives the Director Option holder the right to subscribe for one Share. To obtain the right given by each Director Option, the Director Option holder must exercise the Director Options in accordance with the terms and conditions of the Director Options. The Director Options will have an expiry date on or before 5.00pm WST on the date that is 2 years less one day following the date of issue ( Director Option Expiry Date ) at an exercise price of $0.15 per option.
(b) Any Director Option not exercised before the relevant Director Option Expiry Date will automatically lapse on that Director Option Expiry Date.
(c) A Director Option holder may exercise their Director Options by lodging with the Company, before the relevant Director Option Expiry Date:
a. written notice of exercise of Director Options specifying the number of Director Options being exercised ( Director Option Exercise Notice ); and
b. cheque or electronic funds transfer for the relevant Director Option Exercise Price for the number of Director Options being exercised.
(d) A Director Option Exercise Notice is only effective when the Company has received the full amount of the relevant Director Option Exercise Price in cleared funds.
(e) Within 14 Business Days of receipt of the Director Option Exercise Notice accompanied by the relevant Director Option Exercise Price for the number of Director Options being exercised, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Director Options specified in the Director Option Exercise Notice.
(f) All Shares allotted upon the exercise of Director Options will upon allotment rank pari passu in all respects with other Shares.
(g) In the event the Company is listed on ASX at the time of exercise of the Director Options the Company will apply for quotation on ASX of all Shares allotted pursuant to the exercise of Director Options within 10 Business Days after the date of allotment of those Shares.
(h) If at any time the issued capital of the Company is reconstructed, all rights of a Director Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules (if applicable) at the time of the reconstruction.
(i) There are no participating rights or entitlements inherent in the Director Options and Director Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Director Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Director Option holders the opportunity to exercise their Director Options prior to the date for determining entitlements to participate in any such issue.
(j) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Director Options, the exercise price of the Director Options will be treated in accordance with the Listing Rules (if applicable).
(k) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Director Options, the number of securities over which a Director Option is exercisable may be increased by the number of securities which the Director Option holder would have received if the Director Option had been exercised before the record date for the bonus issue.

ANNEXURE B

Estimated Value of Dempsey Director Options

Using the Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed the following value:

Assumptions:	Nathan McMahon	Chris Chalwell	Terry Gardiner	Patrick Corr

Numberof DirectorOptions	750,000	750,000	750,000	750,000
Valuation date	17 October 2017	17 October 2017	17 October 2017	17 October 2017
Market price of Shares	$0.055	$0.055	$0.055	$0.055
Exercise price	$0.15	$0.15	$0.15	$0.15
Expiry date (lengthof timefrom issue)	2years	2years	2years	2years
Risk freeinterest rate	2.0%	2.0%	2.0%	2.0%
Volatility (discount)	100%	100%	100%	100%

Indicative value per Option	$0.01615	$0.01615	$0.01615	$0.01615

Total Value of Related Party Options	$12,115	$12,115	$12,115	$12,115

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

ANNEXURE C

Key Terms and Conditions of Quoted Options (as per prospectus lodged with ASIC on 3 February 2016)

Each Quoted Option to be issued pursuant to this Prospectus entitles the holder to subscribe for Shares on the following terms and conditions:

(a) Entitlement

Each Quoted Option entitles the holder to subscribe for one Share upon exercise of the Quoted Option.

(b) Exercise Price

The exercise price of the Quoted Option is $0.14.

(c) Expiry Date

Each Quoted Option has an expiry date of 5:00pm WST on 31 December 2018.

(d) Exercise Period

Each Quoted Option is exercisable at any time on or before 5:00pm WST on 31 December 2018.

(e) Quotation

Application for Quotation of the Quoted Options will be made, subject to the requirements of the Listing Rules and the Corporations Act.

(f) Notice of Exercise

Each Quoted Option may be exercised by notice in writing to the Company together with the payment for the number of Shares in respect of which the Quoted Options are exercised at any time during the Exercise Period. Any notice of exercise of Quoted Options received by the Company will be deemed to be a notice of the exercise of the Quoted Options as at the date of receipt of the notice and accompanying payment ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Quoted Options specified in the notice of exercise and for which cleared funds have been received by the Company; and
(ii) if admitted to the official list of ASX at the time, apply for quotation on ASX of Shares issued pursuant to the exercise of the Quoted Options.

(h) Shares issued on exercise

Shares issued on exercise of the Quoted Options rank equally in all respects with the then issued fully paid ordinary shares of the Company. Application will be made by the Company to ASX for Quotation of the Shares issued upon the exercise of the Quoted Options.

(i) Participation in new issues

There are no participation rights or entitlements inherent in the Quoted Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Quoted Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least four (4) Business Days after the issue is announced. This will give holders of Quoted Options the opportunity to exercise their Quoted Options prior to the date for determining entitlements to participate in any such issue.

(j) Adjustment for bonus issues of Shares

In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Quoted Options, the number of securities over which a Quoted Option is exercisable may be increased by the number of securities which the Quoted Option holder would have received if the Quoted Option had been exercised before the record date for the bonus issue.

(k) Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Quoted Option holders will be varied to comply with the Listing Rules which apply to the reorganisation at the time of the reorganisation.

AI assistant

GALAN LITHIUM LIMITED — AGM Information 2017

64995_rns_2017-10-24_e6b17fd5-7543-42d8-8f04-48b3770c0979.pdf

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

ATTENDANCE AND VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

Voting Prohibition Statement:

RESOLUTION 2 – ELECTION OF DIRECTOR – MR PATRICK CORR

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR NATHAN MCMAHON

RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

Voting Exclusion Statement :

RESOLUTION 5 – RATIFICATION OF ISSUE OF 2,423,000 SHARES AND 2,240,000 QUOTED OPTIONS UNDER LISTING RULE 7.1

Voting Exclusion Statement:

RESOLUTION 6 – RATIFICATION OF ISSUE OF 2,057,000 SHARES UNDER LISTING RULE 7.1A

Voting Exclusion Statement:

RESOLUTION 7 – RATIFICATION OF ISSUE OF 800,000 QUOTED OPTIONS UNDER LISTING RULE 7.1

Voting Exclusion Statement:

RESOLUTION 8 – RATIFICATION OF ISSUE OF 1,600,000 SHARES UNDER LISTING RULE 7.1A

Voting Exclusion Statement:

RESOLUTION 9 – APPROVAL OF ISSUE OF SHARES AND QUOTED OPTIONS TO MR CHRIS CHALWELL UNDER A PLACEMENT

Voting Exclusion Statement:

RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES AND QUOTED OPTIONS TO MR TERRY GARDINER UNDER A PLACEMENT

Voting Exclusion Statement:

RESOLUTION 11 – APPROVAL OF DEMPSEY MINERALS LIMITED EMPLOYEE INCENTIVE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

RESOLUTION 12 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER DEMPSEY MINERALS LIMITED EMPLOYEE INCENTIVE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

RESOLUTION 13 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR NATHAN MCMAHON

Voting Exclusion Statement:

Voting Prohibition Statement:

RESOLUTION 14 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR CHRIS CHALWELL

Voting Exclusion Statement:

Voting Prohibition Statement:

RESOLUTION 15 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR TERRY GARDINER

Voting Exclusion Statement:

Voting Prohibition Statement:

RESOLUTION 16 – APPROVAL OF ISSUE OF 750,000 DIRECTOR OPTIONS TO MR PATRICK CORR

Voting Exclusion Statement:

Voting Prohibition Statement:

OTHER BUSINESS

PROXIES

Corporations

Undirected and Directed Proxies

If you appoint any other person as your proxy

DATED: 19 OCTOBER 2017

BY ORDER OF THE BOARD

MIKE ROBBINS COMPANY SECRETARY

EXPLANATORY MEMORANDUM

1 - FINANCIAL STATEMENTS AND REPORTS

2 - ADOPTION OF REMUNERATION REPORT (RESOLUTION 1)

2.1 Background

2.2 Voting Consequences

3 – ELECTION OF DIRECTOR – MR PATRICK CORR (RESOLUTION 2)

3.1 Background

Directors’ Recommendation

4 - RE-ELECTION OF DIRECTOR – MR NATHAN MCMAHON (RESOLUTION 3)

4.1 Background

Directors’ Recommendation

5. APPROVAL OF 10% PLACEMENT CAPACITY (RESOLUTION 4)

5.1 Purpose of resolution

5.2 General information

5.3 Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating Additional 10% Placement Facility

(a x d) – e

(d) Listing Rule 7.1 and Listing Rule 7.1A

GALAN LITHIUM LIMITED AGM Information 2017