GOLDEN DEEPS LIMITED. — Proxy Solicitation & Information Statement 2018

Feb 11, 2018

Golden Deeps Limited ACN 054 570 777

Notice of General Meeting

Explanatory Statement

and

Proxy Form

11.00 am (WST) on Wednesday 14 March 2018 Golden Deeps Ltd, Level 1, 8 Parliament Place, West Perth, Western Australia

GOLDEN DEEPS LIMITED ACN 054 570 777

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Members of Golden Deeps Limited ( GED or the Company ) will be held on Wednesday, 14 March 2018 commencing at 11.00 am (WST) at the Golden Deeps Ltd office, Level 1, 8 Parliament Place, West Perth, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matters to be considered. Terms used in this Notice of General Meeting have the meaning given to them in the "Definitions" section contained in the Explanatory Statement.

AGENDA

BUSINESS OF THE MEETING

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SECURITIES (OPTIONS) TO BROKER

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 prior issue of 18,500,000 Options at an exercise price of $0.08 per Option at any time up to their expiry on 30 November 2018, issued to a broker as part of a capital raising fee on the Terms and Conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any 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.

2. RESOLUTION 2 – ISSUE OF OPTIONS TO BROKER

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 7.1 and for all other purposes, approval is given for the Company to issue 1,500,000 Options exercisable at $0.08 per Option at any time up to their expiry on 30 November 2018 to a broker as part of a capital raising fee on the Terms and Conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any 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 entity), 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.

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3. RESOLUTION 3 - APPROVAL FOR A PROPOSED SHARE ISSUE TO ACQUIRE COBALT PROJECTS

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

“That, pursuant to Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 10,000,000 ordinary fully paid Shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting."

Voting exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any 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 entity), 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 directions on the proxy form or if 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.

4. RESOLUTION 4 - APPROVAL FOR A PROPOSED SHARE ISSUE

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

“That, pursuant to Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 40,000,000 ordinary fully paid Shares at a minimum issue price per Share which is at least 80% of the volume weighted average market price of ordinary Shares trading on ASX over the last 5 days on which sales in the securities were recorded before the day on which the issue was made (or if there is a prospectus or offer information statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus or offer information statement is signed), on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting."

Voting exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any 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 entity), 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 directions on the proxy form or if 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 Entitlements

For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 5.00pm (WST) on 12 March 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

BY ORDER OF THE BOARD

Graham Baldisseri

Company Secretary

12 February 2018

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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. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SECURITIES (OPTIONS)

1.1 General

On 7 December 2017 the Company announced a placement of 20,000,000 shares to clients of broker Asenna Wealth Solutions Pty Ltd at $0.0412 to raise $824,000. As part of the agreement to raise the monies the broker was to be granted:

• (a) A 6% fee payable in 1,200,000 shares at a deemed issue price of $0.0412; and

• (b) 20,000,000 unquoted options exercisable at $0.08 on or before 30 November 2018.

The above 1,200,000 shares were issued on 11 December 2017 pursuant to shareholder approval obtained at the AGM held on 16 November 2017.

Of the 20,000,000 unquoted options the Company issued 8,500,000 unquoted options on 27 December 2017 and 10,000,000 unquoted options on 5 February 2018 to the broker using its existing capacity to issue securities without shareholder approval. The Company seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 18,500,000 unquoted Options to the broker.

Approval for the remaining 1,500,000 unquoted options due to the broker is sought under resolution 2.

1.2 ASX Listing Rules 7.1 and 7.1A

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 7.1A 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 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.

The Company’s capacity under ASX Listing Rule 7.1A was approved by Shareholders at the annual general meeting held on 30 November 2016.

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1.3 ASX Listing Rule 7.4

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that, where a company in 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, under this Resolution, the issue of 18,500,000 Options issued as part of the Capital Raising, the base figure (ie 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.

1.4 Technical information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5, the following information is provided to shareholders in relation to the Ratification:

• (a) 18,500,000 unquoted Options were issued with an exercise price of $0.08 and an expiry date of 30/11/2018;

• (b) the Options were issued free of charge as part of the fees paid to the broker for the capital raising;

• (c) the Options issued were in a different class to the Company’s existing unquoted Options. The terms of the new Options are outlined in Annexure “A”.

• (d) the Options were issued to Asenna Wealth Solutions Pty Ltd who is an unrelated party of the Company; and

• (e) no separate capital was raised by the issue of these Options however they formed part of the broker fees for the capital raising announced on 7 December 2017.

• (f) The terms and conditions of the broker options are outlined in Annexure A.

The Board of Directors unanimously recommends Shareholders vote in favour of this resolution.

2. RESOLUTION 2 – ISSUE OF OPTIONS TO THE BROKER TO THE PLACEMENT

2.1 General

In addition to the 18,500,000 unquoted Options where ratification is sought under Resolution 1, the Company now seeks approval to issue 1,500,000 unquoted Options, being the balance of the unquoted Options due to the broker under the placement agreement. The unquoted Options will have an exercise price of $0.08 per Option at any time up to their expiry on 30 November 2018.

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.

A summary of ASX Listing Rules 7.1 and 7.1A is set out in Section 1.2 above.

The effect of this Resolution will be to allow the Company to issue the Options pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

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2.2 Technical information required by ASX Listing Rule 7.1

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

• (a) the maximum number of broker Options to be issued is 1,500,000;

• (b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the Options will be issued at no cost and no capital will be raised by the issue of these Options; (d) the Options will be issued to the broker Asenna Wealth Solutions Pty Ltd who is not a related party of the Company;

• (e) The terms and conditions of the Options are set out in Annexure A.

The Board of Directors unanimously recommends Shareholders vote in favour of this resolution.

3. RESOLUTION 3 – ISSUE OF SHARES TO ACQUIRE AN INTEREST IN TWO COBALT PROJECTS

3.1 General

On the 7 December 2017 in conjunction with a placement of shares, the Company announced it had entered into an agreement to acquire two Cobalt projects in Ontario Canada. Details of the agreement are contained in the announcement.

The Company has paid an exclusivity fee of Canadian dollars (CAD) $15,000 and is now conducting due diligence during the period of exclusivity of 45 days. In anticipation of and subject to a satisfactory conclusion of the due diligence, the Company is seeking shareholder approval under Listing Rule 7.1 to be able to issue shares as part of the consideration to acquire an initial 70% interest in the two Cobalt Projects.

Acquisition of an initial 70% interest in the two Cobalt Projects requires:

• (a) Payment of CAD $150,000; and

• (b) The issue of 10,000,000 ordinary fully paid shares in the Company.

Assuming shareholder approval is granted the shares issued would be subject to a voluntary escrow period of 12 months from the date of their issue.

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.

A summary of ASX Listing Rule 7.1 and 7.1A is set out in Section 1.2 above.

3.2 Technical information required by ASX Listing Rule 7.1

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

• (a) the maximum number of Shares to be issued is 10,000,000;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

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• (c) the Shares will be issued for nil cash consideration but as part of the consideration to acquire the two Cobalt Projects;

• (d) the Shares will be issued to the vendor New Found Gold Corp. who is not a related party of the Company;

• (e) The shares are ordinary fully paid shares but will be held in voluntary escrow for a period of 12 months from the date of issue.

• (f) No funds will be raised from the proposed issue of Shares.

The Board of Directors unanimously recommends Shareholders vote in favour of this resolution.

4. RESOLUTION 4 - APPROVAL FOR A PROPOSED SHARE ISSUE

4.1 General

Subject to Shareholder approval, pursuant to Listing Rule 7.1, the Company proposes to issue up to 40,000,000 Shares.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities where the securities proposed to be issued represent more than 15% of the Company’s shares then on issue.

For the purposes of Listing Rule 7.3, the following information is provided to Shareholders:

• (a) The maximum number of Shares which may be issued pursuant to this resolution is 40,000,000.

• (b) The Shares will be issued and allotted no later than 3 months after the date of this meeting or such later date as approved by ASX by waiver to the Listing Rules.

• (c) It has not yet been decided whether the Shares will be issued progressively, or on a fixed date. (d) The Shares will be issued at a minimum issue price which is at least 80% of the volume weighted average market price of Shares trading on ASX over the last 5 days on which sales in the securities were recorded before the day on which the issue was made (or if there is a prospectus or offer information statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus or offer information statement is signed).

• (e) The proposed allottees are unknown at the date of the Notice of Meeting but will not be related parties of the Company and will be selected at the Directors’ discretion.

• (f) The terms of the Shares will be the same as the existing ordinary fully paid Shares in the Company.

• (g) The purpose of the issue is to provide further funds for:

• (i) ongoing mineral exploration on the Company’s projects;

• (ii) exploration on the newly acquired projects the subject of Resolution 3;

• (iii) funding the cash components of the consideration payable for the acquisition of the newly acquired project the subject of resolution 3 - Canadian $70,000 for the first 70%; Canadian $30,000 for the next 20% and Canadian $30,000 for the remaining 10%;

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• (iv) to pay for legal costs and due diligence costs for the newly acquired project the subject of Resolution 3;

• (v) additional capacity to acquire new projects;

• (vi) to enable reduction of debt and other liabilities; and

• (vii) additional working capital.

• (h) Assuming no Options are exercised or other Shares issued and the maximum number of Shares as set out above are issued, the number of Shares on issue would increase from 134,714,122 (being the number of Shares on issue as at the date of this Notice plus the number of Shares to be issued under Resolution 3) to 174,714,122 and the shareholding of existing Shareholders would be diluted by 22.9%.

Shareholders previously approved a similar resolution at the AGM held on 16 November 2017. That approval will expire 3 months after the AGM on 16 February 2018. The Company is therefore seeking fresh shareholder approval to have the capacity to issue shares 3 months from the date of this meeting.

The Directors unanimously recommend Shareholders vote in favour of this resolution.

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DEFINITIONS

Accounting Standards	has the meaning given to that term in the Corporations Act.
ASX	means ASX Limited and where the context permits, the Australian
	Securities Exchange operated by ASX Limited.
Board	means the Board of Directors.
Closely Related Party	has the meaning given to that term in the Corporations Act.
Company	means Golden Deeps Limited ACN 054 570 777.
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Equity Securities	has the meaning given to that term in the Listing Rules.
Explanatory Statement	means the explanatory statement accompanying the Notice.
Key Management Personnel	has the meaning given to that term in the Accounting Standards.
Listing Rules	means the official listing rules of ASX.
Notice	means the Notice of General Meeting accompanying this Explanatory
	Statement.
Option	means an Option to acquire a Share.
Share	means a fully paid ordinary share in the issued capital of the Company.
Shareholder	means a holder of Shares
Trading Day	means a day determined by ASX to be a trading day in accordance with
	the Listing Rules.
WST	means Australian Western Standard Time.

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ANNEXURE "A"

Terms and Conditions of Broker Options

The terms and conditions of the Options are as follows:

• a) Each Option shall entitle the Option holder, when exercised, to one fully paid ordinary share in the Company (“Share”).

• b) The Options are exercisable wholly or in part at any time prior to 5.00 pm (WST) on 30 November 2018 (“Expiry Date”). The Options not exercised by that date shall lapse.

• c) Each 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 Options are exercised, at any time before the Expiry Date. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

• d) The Option exercise price is 8 cents per Option.

• e) An Option does not confer the right to a change in exercise price or a change in the number of the underlying Shares over which the Option can be exercised.

• f) Shares issued upon exercise of the Options will be issued following receipt of all the relevant documents and payments and will rank equally in all respects with the then issued Shares.

• g) The Options are not to be quoted on ASX and the Company is under no obligation to apply for quotation of the Options on ASX. The Company may apply for quotation on ASX of the Options.

• h) The Company will apply for quotation on ASX of all Shares issued upon exercise of the Options.

• i) Subject to the Corporations Act, the Constitution and the Listing Rules, the Options are freely transferable.

• j) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of securities offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced so as to give Option holders the opportunity to exercise their Options before the date for determining entitlements to participate in any issue.

• k) If at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

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GOLDEN DEEPS LIMITED ACN 054 570 777 FORM OF PROXY

The Secretary Golden Deeps Limited 1st Floor, 8 Parliament Place West Perth, WA, 6005

Facsimile: (08) 9481 7835

I/We……………………………………………………………………………………………...…………………………………….…. of……………………..……………………………………………………………………………………………………………………

being a shareholder of Golden Deeps Limited hereby appoint as my/our proxy

the Chairman OR Of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held on Thursday, 8 March 2018 at 11.00 am (WST) and at any adjournment thereof.

CHAIRMAN’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chairman intends to vote undirected proxies in favour of all Resolutions in which the Chairman is entitled to vote.

OR

Should you desire to direct the proxy how to vote, then please tick the appropriate box below:

RESOLUTIONS

ESOLUTIONS
	FOR	AGAINST	ABSTAIN
1. Ratification of prior issue of securities – broker options	☐	☐	☐
2. Approval of issue of options to broker	☐	☐	☐
3. Approval of issue of shares to acquire Cobalt projects	☐	☐	☐
4. Approval for Share Issue - Rule 7.1	☐	☐	☐

If no directions are given, the proxy may vote as he thinks fit or may abstain

If the member is an individual or joint holder:

…………………….. Usual Signature

……………………… Usual Signature

Dated this ………………… day of ……………………… 2018.

If the member is a Company:

Signed in accordance with the Constitution of the company in the presence of:

……………………………. Director/Sole Director/Secretary

…………………. Director/Secretary

Dated this …………………. day of ……………………. 2018.

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GOLDEN DEEPS LIMITED ACN 054 570 777

NOTES

1. A member entitled to attend and vote is entitled to appoint a proxy. A member that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (1[st] Floor, 8 Parliament Place, West Perth, Western Australia, 6005) or sent by facsimile to that office on Fax: 08 94817835 to be received not less than 48 hours prior to the time of the meeting.

5. The proxy form must be signed personally by the member or his attorney duly authorised in writing. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution and s.127 of the Corporations Act, or its duly authorised attorney. In the case of joint members, the proxy must be signed by at least one of the joint members, personally or by a duly authorised attorney.

6. The Chairman intends to vote all undirected proxies in favour of the resolutions.

7. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

8. a. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

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

10. c. if the proxy is Chairman, the proxy must vote on a poll and must vote that way, and

11. d. if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

Attendance and Voting Eligibility

For the purposes of the meeting, securities will be taken to be held by the persons who are registered holders at 5.00 pm on 6 March 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A member of the Company entitled to attend and vote at the meeting shall be entitled to appoint not more than two other persons (whether members of the company or not) as the member’s proxy or proxies, to attend and vote on the member’s behalf. Where two proxies are appointed the appointments shall be of no effect unless each proxy is appointed to represent a specified proportion of the member’s voting rights. Forms of proxy must be deposited at the registered office of the company in West Perth not less than forty-eight (48) hours before the time appointed for the holding of the meeting.

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