GRATIFII LIMITED — Proxy Solicitation & Information Statement 2013

Apr 23, 2013

WARATAH RESOURCES LIMITED ACN 125 688 940 NOTICE OF GENERAL MEETING

TIME : 11:00am (AEST) DATE : 24 May 2013 PLACE : Grant Thornton Level 17, 383 Kent Street, SYDNEY NSW 2000

This Notice of General Meeting and Explanatory Statement require your immediate attention. It should be read in its entirety. This Notice of General Meeting and Explanatory Statement require your immediate attention. It should be read in its entirety.

C O N T E N T S P A G E

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Schedule 1 – Notice of Intention to Appoint Grant Thornton	11

I M P O R T A N T I N F O R M A T I O N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00 am (AEST) on 24 May 2013 at:

Grant Thornton Level 17 383 Kent Street, SYDNEY NSW 2000

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to 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 7:00 pm (AEST) on 22 May 2013.

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, members are advised that:

• each member has a right to appoint a proxy;

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• the proxy need not be a member of the` Company; and

• a member 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.

New sections 250BB and 250BC of the Corporations Act came into effect on 1[st ] August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

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

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

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

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

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

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

Transfer of non-chair proxy to chair in certain circumstances

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

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

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

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

•  either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

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

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B U S I N E S S O F T H E M E E T I N G

AGENDA

1. RESOLUTION 1: REMOVAL OF AUDITOR

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

“That, for the purposes of section 329 of the Corporations Act, and for all other purposes, PKF Mack & Co, the current auditor of the Company, be removed as the auditor of the Company effective from the date of the Meeting.”

2. RESOLUTION 2: APPOINTMENT OF AUDITOR

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

“That, for the purposes of section 327D of the Corporations Act, and for all other purposes, subject to the passing of Resolution 1, Grant Thornton Audit Pty Ltd being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from the date of the Meeting and the Directors be authorised to agree the remuneration.”

3. RESOLUTION 3: ELECTION OF DIRECTOR – SIR MICHAEL BROMLEY

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 13.4 of the Constitution and for all other purposes, Sir Michael Bromley, a Director who was appointed on 25th October 2012, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 4: ISSUE OF SHARES TO SIR MICHAEL BROMLEY

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to 2,857,153 fully paid ordinary shares to Sir Michael Bromley, at an issue price of $0.035 per share, and otherwise on the terms and conditions set out in the Explanatory Statement, be approved.”

Voting Exclusion : In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by Sir Michael Bromley and any of his associates.

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5. RESOLUTION 5: ISSUE OF SHARES TO MR BEN KIRKPATRICK

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to 2,857,153 fully paid ordinary shares to Mr Ben Kirkpatrick at an issue price of $0.035 per share, and otherwise on the terms and conditions set out in the Explanatory Statement, be approved.”

Voting Exclusion : In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by Mr Ben Kirkpatrick and any of his associates.

6. RESOLUTION 6: PLACEMENT – SHARES

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 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 150,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue 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 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.

DATED: 24 April 2013

BY ORDER OF THE BOARD

ANNE ADALEY COMPANY SECRETARY

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTIONS 1 AND 2: REMOVAL AND APPOINTMENT OF AUDITORS

Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months notice of intention to move the resolution has been given. The notice of intention to remove PKF Mack & Co is provided to Shareholders with this Notice of General Meeting.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

The Company wishes to remove its auditor, principally because the auditors are based in Perth and the Company’s registered office has relocated to Sydney. Under Section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under Section 329 of the Corporations Act.

If PKF Mack & Co is removed under Resolution 1, the Directors propose that Grant Thornton Audit Pty Ltd be appointed as the Company’s auditor effective from the Meeting. The notice of intention to remove PKF Mack & Co as auditor of the Company and nomination of Grant Thornton Audit Pty Ltd as auditor of the Company is provided to Shareholders in Schedule 1 to this Notice of General Meeting.

Grant Thornton Audit Pty Ltd has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

If Resolutions 1 and 2 are passed, the appointment of Grant Thornton Audit Pty Ltd as the Company’s auditor will take effect at the close of this General Meeting.

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2. RESOLUTION 3: ELECTION OF DIRECTOR – SIR MICHAEL BROMLEY

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

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for election.

Sir Michael Bromley will retire in accordance with clause 13.4 of the Constitution and being eligible seeks election.

Details of this candidate are as follows:

Sir Michael has a wealth of international business experience built over 40 years of operating companies around the world. After finishing school, Sir Michael joined Collins and Leahy, a public company trading in the Highlands of Papua New Guinea and subsequently started his own company, Bromley and Manton, in 1973. Sir Michael sold Bromley and Manton to Collins and Leahy in 1983 and took the position of Managing Director until 2000. He has extensive corporate experience derived from residing on the board of numerous companies, including Heli Niugini Limited, Air Niugini, Orogen Minerals Limited, Steamship Trading Company Limited, Sek No: 35 Limited, Maps Tuna Limited, Chemica Ltd and Hoia Investments Ltd. Sir Michael was knighted for his services to commerce in Papua New Guinea.

The Directors unanimously support the election of Sir Michael Bromley as a Director of the Company (with Sir Michael Bromley abstaining).

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3. RESOLUTION 4: ISSUE OF SHARES TO SIR MICHAEL BROMLEY

Pursuant to Resolution 4, Shareholder approval is sought for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of up to 2,857,143 Shares, at an issue price of $0.035 per Share to Sir Michael Bromley.

Why is Shareholder approval required?

Listing Rule 10.11 provides that a company must not issue or agree to issue equity securities to a related party of the company without first obtaining Shareholder approval. As a Director, for the purposes of Listing Rule 10.11, Sir Michael Bromley is a related party of the Company.

Other information and Directors’ recommendation

For purposes of Listing Rule 10.13 the following information is provided:

1. number of Shares to be issued to Sir Michael Bromley: 2,857,143 Shares;

2. the date of issue: no later than one month after the date of the Meeting; 3. issue price and use of funds: the Shares will be issued at a price of $0.035 per Share and the funds raised from the subscription will be used for general working capital purposes; and

3. terms of issue: the Shares are fully paid ordinary shares and rank equally with all other existing Shares.

If Shareholder approval is given under Listing Rule 10.11, it is not required under Listing Rule 7.1.

The Directors (other than Sir Michael Bromley) recommend you vote in favour of Resolution 4.

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4. RESOLUTION 5: ISSUE OF SHARES TO MR BEN KIRKPATRICK

Pursuant to Resolution 5, Shareholder approval is sought for the purposes of Listing Rule 10.11 and for all other purposes for the issue of up to 2,857,143 Shares, at an issue price of $0.035 per Share to Mr Ben Kirkpatrick.

Why is Shareholder approval required?

Listing Rule 10.11 provides that a company must not issue or agree to issue equity securities to a related party of the company without first obtaining Shareholder approval. As a Director, for the purposes of Listing Rule 10.11, Mr Ben Kirkpatrick is a related party of the Company.

Other information and Directors’ recommendation

For purposes of Listing Rule 10.13 the following information is provided:

1. number of Shares to be issued to Mr Ben Kirkpatrick: 2,857,143 Shares;

2. the date of issue: no later than one month after the date of the Meeting. 3. issue price and use of funds: the Shares will be issued at a price of $0.035 per Share and the funds raised from the subscription will be used for general working capital purposes; and

3. terms of issue: the Shares are fully paid ordinary shares and rank equally with all other existing Shares.

If Shareholder approval is given under Listing Rule 10.11, it is not required under Listing Rule 7.1.

The Directors (other than Mr Ben Kirkpatrick) recommend you vote in favour of Resolution 5. As Mr Ben Kirkpatrick has a personal interest in Resolution 5 he makes no recommendation in relation to it.

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5. RESOLUTION 6: PLACEMENT – SHARES

5.1 General

Resolution 6 seeks Shareholder approval for the allotment and issue of up to 150,000,000 Shares to facilitate a strategic or cornerstone investor(s).

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.

The effect of Resolution 6 will be to allow the Company to issue the Shares pursuant to the proposed issue 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.

5.2 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 the proposed issue:

• (a) the maximum number of Shares to be issued is 150,000,000;

• (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 waive or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made;

• (d) the Directors will determine to whom the Shares will be issued at the time of issue. None of the recipients of the Shares will be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the proposed issue to further advance exploration at the Company’s projects and working capital.

6. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Anne Adaley, on (+ 61 2) 9232 6383 if they have any queries in respect to the matters set out in this Notice.

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G L O S S A R Y

$ means Australian dollars.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

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 Waratah Resources Limited (ACN 125 688 940).

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.

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

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

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

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S C H E D U L E 1: NOTICE OF INTENTION TO APPOINT GRANT THORNTON

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

PROXY FORM

WARATAH RESOURCES LIMITED

REGISTERED OFFICE: LEVEL 2 66 HUNTER STREET SYDNEY NSW 2000

ACN: 125 688 940

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA

770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: WGO Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson 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 General Meeting of the Company to be held at 11.00am (AEST) on Friday 24 May 2013 at Grant Thornton Level 17, 383 Kent Street, Sydney NSW 2000 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

1. REMOVAL OF AUDITOR

2. APPOINTMENT OF AUDITOR

1. ELECTION OF DIRECTOR - SIR MICHAEL BROMLEY

2. ISSUE OF SHARES TO SIR MICHAEL BROMLEY

3. ISSUE OF SHARES TO MR BEN KIRKPATRICK

6. PLACEMENT - SHARES

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf 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 you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolutions 3 and 4 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolutions 4 and 4 and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolutions 3 and 4.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

SECTION C: Please Sign Below This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.	SECTION C: Please Sign Below This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.	SECTION C: Please Sign Below This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Security Holder Sole Director and Sole Company Secretary Security Holder 2 Director Security Holder 3 Director / Company Secretary
	1 Reference Number: WGO 9827516446

My/Our contact details in case of enquiries are: NAME

TELEPHONE NUMBER

( )

NOTES

1. Name and Address

This is the name and address on the Share Register of WARATAH RESOURCES LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of WARATAH RESOURCES LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. 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 must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 11.00AM (AEST) on Wednesday 22 May 2013, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

6741516448