GOLDEN DEEPS LIMITED. — AGM Information 2019

Oct 27, 2019

GOLDEN DEEPS LTD

ACN 054 570 777

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11.00am (AWST) DATE : 29 November 2019 PLACE : Level 1, 8 Parliament Place, West Perth WA 6005

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (AWST) on 27 November 2019.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – REMUNERATION REPORT

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

“That, for the purposes of the Corporations Act 2001 and for all other purposes, Shareholders approve and adopt the remuneration report as contained in the Company’s annual financial report for the year ended 30 June 2019.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement regarding the consequences of voting on this Resolution.

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

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

(b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

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

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

• (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ROBERT COLLINS

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

“That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Robert Collins, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – ELECTION OF DIRECTOR – MR MIGUEL (MICHAEL) RODRIGUEZ

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

“That Mr Miguel (Michael) Angel Rodriguez, who was appointed on 30 November 2018, retires in accordance with the Company’s Constitution, and being eligible, be elected as a Director.”

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – OCTOBER 2019 PLACEMENT SHARES (LR 7.1)

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

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“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 17,708,377 Shares on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – OCTOBER 2019 PLACEMENT SHARES (LR 7.1A)

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 23,637,778 Shares on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY - MICHAEL MINOSORA – PARTICIPATION IN PLACEMENT

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,884,615 Shares, at an issue price of $0.026 per Share, to Mr Michael Minosora (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 8 – APPROVAL OF PERFORMANCE RIGHTS PLAN

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

“That, for the purposes of ASX Listing Rule 7.2 (exception 9(b)) and for all other purposes, approval Is given for the Company to adopt an employee incentive scheme entitled “Performance Rights Plan” and for the issue of securities under the Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Director except one who is ineligible to participate in any employee incentive scheme in relation to the Company, or any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

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

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

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

Dated: 24 October 2019

By order of the Board

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Martin Stein Company Secretary

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Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

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

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

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9481 7833 .

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EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

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

2. RESOLUTION 1 – REMUNERATION REPORT

2.1 General

The Corporations Act 2001 requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

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

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

2.2

Voting consequences

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

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

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

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

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2.3 Previous voting results

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

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ROBERT COLLINS

3.1 General

ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to reelection.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Robert Collins, who has served as a director since 26 February 2014 and was last re-elected on 30 November 2016, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Robert Collins has served on a number of ASX listed industrial and mining company boards and owned a large accounting practice serving the corporate sector. He was a director of Covata Ltd (formerly Prime Minerals Ltd) until 29 October 2014, Blaze International Ltd until 8 April 2016 and K2Fly Ltd (formerly Power Resources Ltd) until 17 November 2016. Mr Collins is currently non-executive director of Sabre Resources Ltd and Metals Australia Ltd.

3.3 Independence

If elected, the board considers Mr Robert Collins will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Mr Robert Collins and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR MIGUEL (MICHAEL) RODRIGUEZ

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next Annual General Meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Rodriguez, having been appointed by other Directors on 30 November 2018 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

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4.2 Qualifications and other material directorships

Mr Rodriguez has over 30 years’ experience in the design, construction, commissioning, operation and management of hydrometallurgical and pyrometallurgical plants across Australia, Turkey, Europe and the Americas. He is a qualified metallurgist with a strong background in project construction mechanical completion and site handover to operations.

Mr Rodriguez brings to the Company a wealth of metallurgical process and construction experience. The appointment brings closer, and supports Golden Deeps’ goal, of bringing the Abenab vanadium project into production as a low capital cost, low operating cost, vanadium producer.

4.3 Independence

Mr Rodriguez has no interests, positions, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity and its security holders generally.

If elected, the board considers Mr Robert Collins will be an independent director.

4.4 Board recommendation

The Board supports the re-election of Mr Rodriguez and recommends that Shareholders vote in favour of Resolution 2.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – OCTOBER 2019 PLACEMENT SHARES (LR 7.1)

5.1 General

On 2 October 2019, the Company issued 17,708,377 Shares at an issue price of $0.026 per Share to raise $460,418.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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

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

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

5.2 Technical information required by ASX Listing Rule 7.4

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

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• (a) 17,708,377 Shares were issued;

• (b) the issue price was $0.026 per Share;

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

• (d) the Shares were issued to clients of Henslow Pty Ltd who are all sophisticated and professional investors. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue will be used for the advancement of the Company’s Abenab vanadium project including advancing a feasibility study, ongoing exploration and pre-production costs, and general working capital.

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – OCTOBER 2019 PLACEMENT SHARES (LR 7.1A)

6.1 General

On 2 October 2019, the Company issued 23,637,778 Shares at an issue price of $0.026 per Share to raise $614,582.

23,637,778 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 30 November 2018.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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

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

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

• (b) are counted in variable “E”,

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

By ratifying the issue the subject of Resolution 5, the base figure (i.e. variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

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6.2 Technical information required by ASX Listing Rule 7.4

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

• (a) 23,637,778 Shares were issued;

• (b) the issue price was $0.026 per Share;

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

• (d) the Shares were issued to clients of clients of Henslow Pty Ltd who are all sophisticated and professional investors. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue will be used for the advancement of the Company’s Abenab vanadium project including advancing a feasibility study, ongoing exploration and pre-production costs, and general working capital.

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

7.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital (10% Placement Capacity) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

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

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

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

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $7,498,546 (based on the number of Shares on issue and the closing price of Shares on the ASX on 23 October 2019).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

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

As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: GED).

If Shareholders approve Resolution 6, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

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Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

7.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 6:

(a) Minimum Price

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

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

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 5.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

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

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

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

(10% Placement Capacity Period).

(c) Risk of voting dilution

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

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 23 October 2019.

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

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Number of Shares on Issue		Dilution
(Variable ‘A’ in ASX Listing Rule
7.1A2)
	Issue Price	$0.0135	$0.027	$0.0405
	(per Share)
		50% decrease	Issue Price	50% increase
		in Issue Price		in Issue Price
277,723,944	Shares issued - 10% voting dilution	27,772,394 Shares	27,772,394 Shares	27,772,394 Shares
(Current Variable A)
	Funds raised	$374,927	$749,854	$1,124,781
416,585,916	Shares issued - 10% voting dilution	41,658,591 Shares	41,658,591 Shares	41,658,591 Shares
(50% increase in Variable A)
	Funds raised	$562,390	$1,124,781	$1,687,172
555,447,888	Shares issued - 10% voting dilution	55,544,788 Shares	55,544,788 Shares	55,544,788 Shares
(100% increase in Variable A)
	Funds raised	$749,854	$1,499,709	$2,249,563

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

The table above uses the following assumptions:

1. There are currently 277,723,944 Shares on issue.

2. The issue price set out above is the closing price of the Shares on the ASX on 23 October 2019.

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

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

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

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

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

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

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

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Shareholders should note that there is a risk that:

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

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

(d) Purpose of Issue under 10% Placement Capacity

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

(i) as cash consideration in which case the Company intends to use funds raised for the acquisition of additional natural resource exploration projects (including expenses associated with such an acquisition) and advancement of the Company’s Abenab vanadium project located in Namibia, including advancing a feasibility study, ongoing exploration and pre-production costs, or for exploration expenditure on any future assets acquired by the Company and general working capital; or

(ii) as non-cash consideration for the acquisition of additional natural resources exploration projects excluding previously announced acquisitions, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

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

(e) Allocation policy under the 10% Placement Capacity

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

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

(i) the purpose of the issue;

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

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

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

(v) prevailing market conditions; and

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

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

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(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 30 November 2018 ( Previous Approval ).

The Company has issued 23,637,778 Shares pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 29 November 2018, the Company also issued a further 82,705,377 Shares and 17,000,000 Options which represents approximately 30.21% of the total diluted number of Equity Securities on issue in the Company on 29 November 2018, which was 330,047,456.

Further details of the issues of Equity Securities by the Company during the 12month period preceding the date of the Meeting are set out in Schedule 1.

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

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

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

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

7.3 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

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8. RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY - MICHAEL MINOSORA – PARTICIPATION IN PLACEMENT

8.1 General

As announced on 26 September 2019, the Company conducted a placement of Shares at $0.026 per Share to professional and sophisticated investors to raise up to $1.055 million (before costs) ( Capital Raising ). It was noted in that announcement that Director, Mr Michael Minosora, would participate in the Capital Raising subject to the prior receipt of Shareholder approval.

Resolution 7 seeks Shareholder approval, pursuant to ASX Listing Rule 10.11, for Mr Michael Minosora (or his nominee), to be issued with up to 2,884,615 Shares at an issue price of $0.026 per Share. Subject to Shareholder approval, a maximum of 2,884,615 Shares will, on payment of the application monies to the Company by the Director, be issued to this Director within 5 business days after receiving Shareholder approval.

8.2 Chapter 2E of the Corporations Act

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

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

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

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

The participation by Michael Minosora (or his nominee) in the Capital Raising will result in the issue of Shares which constitutes giving a financial benefit and Mr Minosora is a related party of the Company by virtue of being a Director.

The Directors (other than Michael Minosora who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the participant in the Capital Raising because the Shares will be issued to Mr Minosora on the same terms as Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

8.3

ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As Resolution 7 involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

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4655-01/2287403_2

Resolution 7 is an ordinary resolution.

8.4 Information Required by ASX Listing Rule 10.13

For the purposes of Shareholder approval of the issue of the Shares and the requirements of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 7:

• a) the Shares will be issued to Mr Michael Minosora and/or his nominee;

• b) the maximum number of Shares to be issued is 2,884,615;

• c) the issue price will be $0.026 per Share, being the same as all other Shares issued under the Capital Raising;

• d) the Shares issued will rank equally with the Company’s current issued fully paid ordinary shares (ASX: GED);

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

• f) the funds raised will be used for the same purposes as all other funds raised under the Capital Raising as set out in the Company’s ASX announcement dated 26 September 2019; and

• g) a voting exclusion statement is included in the Notice of General Meeting.

8.5 Director Recommendations

Messrs Michael Scivolo, Michael Norburn, Robert Collins and Michael Rodriguez recommend shareholders vote in favour of this Resolution 7 for the following reasons:

• (a) The Company announced to the ASX on 26 September 2019 that it was undertaking a placement of Shares at $0.026 per Share to professional and sophisticated investors. This announcement included reference to Mr Minosora having made a commitment to the Company to purchase $75,000 worth of Shares at the same price as the placement, and subject to receiving shareholder approval at the Company’s upcoming AGM.

• (b) The Company is seeking Shareholder approval for the issue of Shares to a Director at a price equal to the Capital Raising. By approving the purchase, the Company receives the application monies (rather than a

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retail seller of the Company’s Shares in the event the Director was to make the purchase on the ASX market).

• (c) Mr Minosora is an existing shareholder of the Company and Shareholder approval of the Resolution will further align Mr Minosora’s interests with the interests of other Shareholders.

• d) There are no apparent significant opportunity costs to, or benefits foregone by the Company in Shareholders approving the purchase of the Shares by Mr Minosora.

9. RESOLUTION 8 – APPROVAL OF PERFORMANCE RIGHTS PLAN

9.1 General

Resolution 8 seeks Shareholder approval for the adoption of the employee incentive scheme entitled Performance Rights Plan ( Plan ) in accordance with ASX Listing Rule 7.2 (exception 9(b)).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 8 is passed, the Company will be able to issue Performance Rights under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12-month period.

The Performance Rights issued under the Plan will be used to attract, motivate and retain eligible participants and to provide them with an incentive to deliver growth and value to all Shareholders.

Under the Plan, the Board may offer to eligible participants the opportunity to subscribe for such number of Performance Rights in the Company as the Board may decide, and on the terms set out in the Plan and the associated terms and conditions. A copy of the Plan can be obtained by contacting the Company.

Any future issues of Performance Rights under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

The Chairman intends to exercise all available proxies in favour of Resolution 8.

9.2 Specific Information Required by ASX Listing Rule 7.2 (exception 9)

Pursuant to and in accordance with the requirements of Listing Rule 7.2 (exception 9), the following information is provided in relation to the approval of the Plan;

(a) the material terms of the Plan are summarised in Schedule 2;

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• (b) this is the first approval sought under Listing Rule 7.2 exception 9(b) with respect to the Plan;

• (c) no Performance Rights have been issued under the Plan; and

• (d) a voting exclusion statement has been included in the Notice for the purposes of Resolution 8.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Golden Deeps Ltd (ACN 054 570 777).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Right means a performance rights issued under the Plan.

Performance Rights Plan has the meaning given in Section 9.1.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

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SCHEDULE 1 – ISSUE OF EQUITY SECURITIE S SINCE 29 NOVEMBER 2018

Date	Quantity	Class	Recipients	Issue price and	Form of consideration
				discount to Market
				Price (if
				applicable)1
Issue – 28 December 2018 Appendix 3B – 28 December 2018	4,250,000	Unquoted Options3	Chairman Michael Minosora	The issue price was nil. The options were valued using Black-Scholes at $0.0007 per option.	Issue of securities to director pursuant to shareholder approval obtained at the Company’s Annual General Meeting held on 30 November 2018
	4,250,000	Unquoted Options4	Chairman Michael Minosora	The issue price was nil. The options were valued using Black-Scholes at $0.0015 per option.	Issue of securities to director pursuant to shareholder approval obtained at the Company’s Annual General Meeting held on 30 November 2018
	4,250,000	Unquoted Options5	Chairman Michael Minosora	The issue price was nil. The options were valued using Black-Scholes at $0.0081 per option.	Issue of securities to director pursuant to shareholder approval obtained at the Company’s Annual General Meeting held on 30 November 2018
	4,250,000	Unquoted Options6	Chairman Michael Minosora	The issue price was nil. The options were valued using Black-Scholes at $0.0061 per option.	Issue of securities to director pursuant to shareholder approval obtained at the Company’s Annual General Meeting held on 30 November 2018
Issue – 25 June 2019 Appendix 3B – 25 June 2019	40,700,000	Shares2	Holders of converted options	$0.015 per Share, being a 52% discount to market	Amount raised and spent = $610,500 Use of funds: ongoing exploration in Namibia and working capital requirements
Issue – 19 August 2019 Appendix 3B – 20 August 2019	1,300,000	Shares2	Holders of converted options	$0.015 per Share, being a 44% discount to market	Amount raised and spent = $19,500 Use of funds: ongoing exploration in Namibia and working capital requirements
Issue – 19 August 2019 Appendix 3B – 20 August 2019	1,300,000	Shares2	Holders of converted options	$0.015 per Share, being a 44% discount to market	Amount raised and spent = $19,500 Use of funds: ongoing exploration in Namibia and working capital requirements
Issue – 27 August 2019 Appendix 3B – 28 August 2019	1,610,000	Shares2	Holders of converted options	$0.015 per Share, being a 46% discount to market	Amount raised and spent = $24,150 Use of funds: ongoing exploration in Namibia and working capital requirements

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Date	Quantity	Class	Recipients	Issue price	Form of consideration
				and discount
				to Market Price
				(if applicable)1
Issue – 29 August 2019 Appendix 3B – 30 August 2019	21,387,000	Shares2	Holders of converted options	$0.015 per Share, being a 35% discount to market	Amount raised and spent = $320,805 Use of funds: working capital requirements
Issue – 2 October 2019 Appendix 3B – 7 October 2019	41,346,155	Shares2	Professional and sophisticated investors who participated in a placement undertaken by the Company	$0.026 per Share, being a 13% discount to market	Amount raised = $1,075,000 Amount spent = $108,000 Use of funds: advancement of the Company’s Abenab vanadium project including advancing a feasibility study, ongoing exploration and pre-production costs, and general working capital. Remaining use of funds: advancement of the Company’s Abenab vanadium project including advancing a feasibility study, ongoing exploration and pre-production costs, and general

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

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

3. Unquoted Options exercisable at $0.075 each, on or before 1 February 2019.

4. Unquoted Options exercisable at $0.10 each, on or before 1 May 2019.

5. Unquoted Options exercisable at $0.15 each, on or before 1 September 2020.

6. Unquoted Options exercisable at $0.20 each, on or before 1 September 2020.

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SCHEDULE 2 – SUMMARY OF PERFOMANCE RIGHTS PLAN

1. Eligible Participants

The eligible participants under the Performance Rights Plan are a Director (whether executive or non-executive) of any Group Company; a Company Secretary of any Group Company; a full or part time employee of any Group Company; a Casual employee or Eligible Contractor of a Group Company; or a prospective participant, being a person to whom the Offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under Rules above, who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan.

2. Limits on Entitlement

An offer of Performance Rights may only be made under the Performance Rights Plan if the number of Shares that may be issued on exercise of those Performance Rights, when aggregated with:

• (a) the number of Shares which would be issued if each outstanding Performance Right was exercised into Shares (as the case may be); and

• (b) the number of Shares issued during the previous three years pursuant to the Performance Rights Plan, does not exceed 10% of the total number of issued Shares as at the time of the offer.

3. Individual Limits

The Performance Rights Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.

4. Consideration Payable

Performance Rights will be issued for no consideration and no amount will be payable upon exercise thereof.

1. Offer and Performance Conditions

The Performance Rights issued under the Performance Rights Plan to eligible participants may be subject to performance conditions, determined by the Board from time to time and expressed in a written offer letter (Offer) made by the Company to the eligible participant which is subject to acceptance by the eligible participant within a specified period. In exercising that discretion, the Board may have regard to the following (without limitation):

• (i) the Eligible Participant’s length of service with the Group;

• (ii) the contribution made by the Eligible Participant to the Group;

• (iii) the potential contribution of the Eligible Participant to the Group; or

• (iv) any other matter the Board considers relevant.

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6. Expiry Date and Lapse

Performance Rights may have an expiry date as the Board may determine in its absolute discretion and specify in the Offer. The Board is not permitted to extend an expiry date without shareholder approval.

If a performance condition of a Performance Right is not achieved by expiry date, then the Performance Rights will lapse. Unless an Eligible Participant acts fraudulently or dishonestly or is in breach of his or her obligation to the Company, a Performance Right (including an unexercised vested Performance Right) will be retained (and not automatically lapse) if the eligible participant ceases to be an Eligible Participant under the Performance Rights Plan, unless the Board Determines otherwise in its absolute discretion.

7. Forfeiture

If a participant acts fraudulently or dishonestly or is in breach of his or her obligations to the Company, the Board will have the discretion to deem any Performance Rights to have lapsed and deem any Performance Rights that have become Shares to be forfeited. In the event the underlying Shares have been sold by the participant, the participant will be required to pay all or part of the net proceeds of that sale to the Company.

8. Assignment

Except upon death, Performance Rights may not be transferred, assigned or novated except with the prior approval of the Board

9. Takeover Bid or Change of Control

All Performance Rights automatically vest in the event of:

• (a) a Court approval of a merger by way of scheme of arrangement (but shall not include a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, sub-division, reduction or return)) of the issued capital of the Company

• (b) a takeover bid (as defined in the Corporations Act) is announced, has become unconditional and the person making the takeover bid has a relevant interest in 50% or more of the shares in the Company; or

• (c) any person acquires a relevant interest in 20% or more shares in the Company by any other means.

10. Taxation

To the extent permitted under any applicable law or regulation, subdivision 83AC of the Income Tax Assessment Act 1997 (Cth) applies to Performance Rights granted under the Plan.

11. Alteration in Share Capital

Appropriate adjustments will be made to the number of Performance Rights in accordance with the Listing Rules in the event of a reconstruction of the share capital of the Company, such as a share consolidation, share split or other reduction of capital.

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12. Pro Rate Issue of Securities

A holder of Performance Rights will only be able to participate in a pro rata offer of new securities in the Company to existing shareholders, if, prior to the record date, the Performance Rights have been duly exercised. In addition, no adjustment to the number of Shares a Performance Rights holder is entitled to or adjustment to any Performance Condition which is based, in whole or in part, upon the Company’s Share price, shall occur as a result of the Company undertaking a rights issue.

13. Bonus Issue

If, during the term of any Performance Rights, the Company completes a bonus issue, the number of Shares each Performance Rights holder is then entitled, shall be increased by that number of securities which the holder would have been issued if the Performance Rights then held by the holder were exercised immediately prior to the record date for the bonus issue.

14. Participation in other Opportunities

There are no participation rights or entitlements inherent in the Performance Rights though the Company will use its reasonable endeavours to ensure that each holder is given an opportunity to participate on the same basis as if his or her Performance Rights had been exercised.

15. Termination Suspension or Amendment

The Board may terminate, suspend or amend the Performance Rights Plan at any time subject to any resolution of the Company required by the Listing Rules.

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PROXY FORM

GOLDEN DEEPS LTD ACN 054 570 777

ANNUAL GENERAL MEETING

I/We

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

Name:

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

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 11.00am (AWST), on 29 November 2019 at Level 1, 8 Parliament Place, West Perth WA 6005, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 8 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 8 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

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

Voting on business of the Meeting FOR AGAINST ABSTAIN

Resolution	1	Remuneration Report
Resolution	2	Re-election of Director – Mr Robert Collins
Resolution	3	Election of Director – Mr Miguel (Michael) Rodriguez
Resolution	4	Ratification of Prior Issue – October 2019 Placement Shares (LR7.1)
Resolution	5	Ratification of Prior Issue – October 2019 Placement Shares (LR7.1A)
Resolution	6	Approval of 10% Placement Capacity
		Issue of Shares to Related Party - Michael Minosora – Participation in
Resolution	7	Placement
Resolution	8	Approval of Performance Rights Plan

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

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

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Instructions for completing Proxy Form

1.

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

2.

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

3.

( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

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

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

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

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

• (a) post to Golden Deeps Ltd, PO Box 1618, West Perth, Western Australia, 6872; or

• (b) facsimile to the Company on facsimile number +61 8 9481 7835; or

• (c) email to the Company at mstein@kmm.com.au,

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

Proxy Forms received later than this time will be invalid.

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