GRATIFII LIMITED — Proxy Solicitation & Information Statement 2016

Aug 25, 2016

WARATAH RESOURCES LIMITED ACN 125 688 940

NOTICE OF GENERAL MEETING

TIME : 11:00am (AEST) DATE : 28 September 2016 PLACE : Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 8249 4436.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	15
Proxy Form	attached

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that a General Meeting of Shareholders of Waratah Resources Limited ("Waratah" or the "Company") will be held at Boardroom Pty Limited, Level 12, 225 George Street Sydney NSW on Wednesday, 28 September 2016, at 11.00am AEST.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting sets out the background information on the various matters to be considered. This Notice of General Meeting and Explanatory Statement should be read in their entirety.

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 Tuesday, 26 September 2016.

VOTING IN PERSON

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

VOTING BY PROXY

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

In accordance with section 249L of the Corporations Act 2001 (Cth), 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 Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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Proxy vote if appointment specifies way to vote

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

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

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

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

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

Transfer of non-chair proxy to chair in certain circumstances

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

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's Shareholders; 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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BUSINESS OF THE MEET ING

AGENDA

1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE - 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 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 81,142,857 Shares on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion : The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue 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.

2. RESOLUTION 2: 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, Mr Carl Dumbrell, the current auditor of the Company, be removed as the auditor of the Company effective from the date of the Meeting.”

3. RESOLUTION 3: 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 328D of the Corporations Act, and for all other purposes, subject to the passing of Resolution 2, HLB Mann Judd Assurance (NSW) 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.”

4. RESOLUTION 4: APPROVAL FOR DIRECTOR PARTICPATION IN PLACEMENT – MR NEIL HERBERT

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of up to 7,428,571 fully paid ordinary shares to Mr Neil Herbert, a director of the Company, (or his nominee) on the terms and conditions, and in the circumstances described in the Explanatory Statement, which accompanies this Notice of General Meeting”.

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by Neil Herbert (or his nominee) and any of his associates. However, the Company will not

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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 direction on the Proxy Form, or, it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form as the proxy decides.

5. RESOLUTION 5: APPROVAL FOR DIRECTOR PARTICPATION IN PLACEMENT – SIR WARWICK ANDREW

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

• “That, for the purpose of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of up to 7,428,571 fully paid ordinary shares to Sir Warwick Andrew, a director of the Company, (or his nominee) on the terms and conditions, and in the circumstances described in the Explanatory Statement, which accompanies this Notice of General Meeting”.

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by Sir Warwick Andrew (or his nominee) and any of his associates. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form, or, it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form as the proxy decides.

DATED: 26 AUGUST 2016

BY ORDER OF THE BOARD

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ANNE ADALEY COMPANY SECRETARY

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EXPLANATORY STATEMENT

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. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE - SHARES

1.1 General

On 19 August 2016 the Company announced that it had received firm commitments via private placement to sophisticated investors to raise $568,000 at $0.007 per share ( Placement ).

On 24 August 2016, the Company allotted and issued 81,142,857 Shares at an issue price of $0.007 per Share ( Placement Shares ) to raise $568,000 under the Placement.

The Placement was undertaken under Listing Rule 7.1 and Listing Rule 7.1A as follows: -

• (a) 43,486,700 Placement Shares were allotted and issued under the Company’s annual 15% placement capacity under Listing Rule 7.1; and

• (b) 37,656,157 Placement Shares were allotted and issued under the Company’s additional 10% placement capacity under Listing Rule 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 7.4 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 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

Listing Rule 7.1A enables certain eligible entities to seek shareholder approval to issue equity securities up to an additional 10% of its issued share capital over a 12-month period after the annual general meeting at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution. This additional 10% placement capacity is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. The Company obtained approval from Shareholders to issue equity securities under Listing Rule 7.1A at the Company’s last annual general meeting held on 24 November 2015.

A note to Listing Rule 7.4 provides that the issue of securities made under Listing Rule 7.1A can be ratified by shareholders under Listing Rule 7.4. If Shareholders ratify the issue of securities, the issue will not reduce the Company’s placement capacity under Listing Rule 7.1A.

Accordingly, Resolution 1 seeks Shareholder approval for and ratification of the issue of: -

• (a) 43,486,700 Placement Shares allotted and issued under the Company’s annual 15% placement capacity under Listing Rule 7.1 and

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(b) 37,656,157 Placement Shares allotted and issued under the Company’s additional 10% placement capacity under Listing Rule 7.1A,

under Listing Rule 7.4 to provide flexibility for the Company to issue equity securities under the 15% placement capacity under Listing Rule 7.1 and additional 10% placement capacity under Listing Rule 7.1A.

1.2 Technical information required by ASX Listing Rule 7.5

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

Shares issued under the 15% (ASX Listing Rule 7.1) placement capacity	43,486,700 Shares
Shares issued under the 10% (ASX Listing Rule 7.1A) placement capacity	37,656,157 Shares
Total Shares issued under both ASX Listing Rule LR 7.1 and 7.1A	81,142,857 Shares
The price at which the shares will be issued	The Shares will be issued at a price of $0.007 per Share.
The terms of the shares	a) Shares will rank equally in all respects with the existing fully paid ordinary shares (other than the holding locks set out in (b) below). b) The Shares are subject to holding locks with the share registry until otherwise directed by ASX (as required by ASX).
Basis of determination of persons to whom Shares were issued	The Shares were allotted and issued to various sophisticated investors.
The intended use of the funds raised	The Company intends to use the funds raised from the proposed issue to fund general working capital and to continue to progress the Company’s change in activities plan from mining to technology.

2. RESOLUTION 2 AND 3: 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 Mr Carl Dumbrell 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.

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The Company wishes to remove its auditor, and appoint a new audit firm which we believe is in the general interest of our shareholders. Under Section 328D 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 Mr Carl Dumbrell is removed under Resolution 2, the Directors propose that, HLB Mann Judd Assurance Pty Ltd be appointed as the Company’s auditor effective from the Meeting. The notice of intention to remove Mr Carl Dumbrell as auditor of the Company and nomination of, HLB Mann Judd Assurance (NSW)Pty Ltd as auditor of the Company is provided to Shareholders in Schedule 1 to this Notice of General Meeting.

HLB Mann Judd Assurance (NSW)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 2 and 3 are passed, the appointment of HLB Mann Judd Assurance (NSW) Pty Ltd as the Company’s auditor will take effect at the close of this General Meeting.

3. RESOLUTION 4: APPROVAL FOR DIRECTOR PARTCIPATION IN PLACEMENT – MR NEIL HERBERT

Listing Rule 10.11 requires a company to obtain the approval of shareholders before issuing securities to a related party of the Company; a related party includes a director of the Company. The passing of Resolution 4 will permit Mr Neil Herbert a Director of the Company to acquire shares in the Company on the same basis as those individuals and/or entities who participated in the Placement to be ratified in Resolution 1 (if approved by Shareholders).

Listing Rule 10.13 requires that certain information is included in a notice of meeting to approve a transaction for the purpose of Listing Rule 10.11. This information is provided in the table below.

Pursuant to Resolution 4, Shareholder approval is sought for the purpose of Listing Rule 10.11 and for all other purposes for the issue of up to 7,428,571 Ordinary Shares to Mr Neil Herbert (or his nominee).

Details of the Shares to be issued to Mr Neil Herbert:

Name of the allottee	Mr Neil Herbert (or his nominee)
The maximum number of shares to be issued	7,428,571 Shares.
The date on which the shares will be issued	The Shares will be issued within one month after the date of the Meeting.
Relationship between Mr Neil Herbert and the Company giving rise to the related party status	Mr Neil Herbert is a Director of Waratah.
The price at which the shares will be issued	$0.007 per Share.

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The terms of the shares a) Shares will rank equally in all respects with the existing fully paid ordinary shares (other than the holding locks set out in (b) below). b) The Shares are subject to holding locks with the share registry until otherwise directed by ASX (as required by ASX).

The intended use of the funds raised The Company intends to use the funds raised from the proposed issue to fund general working capital and to continue to progress the Company’s change in activities plan from mining to technology.

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

The Directors recommend Shareholders vote in favour of Resolution 4 (with Mr Neil Herbert abstaining).

4. RESOLUTION 5: APPROVAL FOR DIRECTOR PARTCIPATION IN PLACEMENT – SIR WARWICK ANDREW

Listing Rule 10.11 requires a company to obtain the approval of shareholders before issuing securities to a related party of the Company; a related party includes a director of the Company. The passing of Resolution 5 will permit Sir Warwick Andrew a Director of the Company to acquire shares in the Company on the same basis as those individuals and/or entities who participated in the Placement to be ratified in Resolution 1 (if approved by Shareholders).

Listing Rule 10.13 requires that certain information is included in a notice of meeting to approve a transaction for the purpose of Listing Rule 10.11. This information is provided in the table below.

Pursuant to Resolution 5, Shareholder approval is sought for the purpose of Listing Rule 10.11 and for all other purposes for the issue of up to 7,428,571 Ordinary Shares to Mr Neil Herbert (or his nominee).

Details of the Shares to be issued to Sir Warwick Andrew:

Name of the allottee	Sir Warwick Andrew (or his nominee)
The maximum number of shares to be issued	7,428,571 Shares
The date on which the shares will be issued	The Shares will be issued within one month after the date of the Meeting.
Relationship between Sir Warwick Andrew and the Company giving rise to the related party status	Sir Warwick Andrew is a Director of Waratah.
The price at which the shares will be issued	$0.007 per Share.

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The terms of the shares a) Shares will rank equally in all respects with the existing fully paid ordinary shares (other than the holding locks set out in (b) below). b) The Shares are subject to holding locks with the share registry until otherwise directed by ASX (as required by ASX).

The intended use of the funds raised The Company intends to use the funds raised from the proposed issue to fund general working capital and to continue to progress the Company’s change in activities plan from mining to technology.

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

The Directors recommend Shareholders vote in favour of Resolution 5 (with Sir Warwick Andrew abstaining).

5. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Anne Adaley, on (+ 61 2) 8249 4436 if they have any queries in respect to the matters set out in this Notice.

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GLOSSARY

$ means Australian dollars.

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

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

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

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.

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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SCHEDULE 1: NOTICE OF INTENTION TO APPOINT HLB MANN JUDD ASSURANCE ( NSW ) P TY LTD

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (AEST) on Monday, 26 September 2016.

 TO VOTE ONLINE

STEP 1: VISIT www.votingonline.com.au/wgogm2016 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (AEST) on Monday, 26 September 2016. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online www.votingonline.com.au/wgogm2016  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Waratah Resources Limited ACN 125 688 940

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Waratah Resources Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW on Wednesday, 28 September 2016 at 11:00am (AEST) and at any adjournment of that meeting, to act 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.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2

VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Ratification of Prior Issue - Shares Resolution 2 Removal of Auditor Resolution 3 Appointment of Auditor

Resolution 4 Approval For Director Participation In Placement – Mr Neil Herbert Resolution 5 Approval For Director Participation In Placement – Sir Warwick Andrew

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STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director

Securityholder 3

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Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2016