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Great Boulder Resources Limited ACN 611 695 955

Notice of Annual General Meeting, Explanatory Statement and Proxy Form

Annual General Meeting to be held at First Floor, 768 Canning Highway, Applecross, Western Australia on Thursday, 21 November 2019 at 12:30pm

Important note

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

Item	Page
Notice of Annual General Meeting	3
Proxy appointment, voting and Meeting instructions	5
Explanatory Statement	9
Glossary	25
Schedule 1	27
Schedule 2	29
Schedule 3	32
Schedule 4	36
Schedule 5	40
Proxy Form	Attached

Important dates

Event	Date
Snapshot date for eligibility to vote	5:00pm on Tuesday, 19 November 2019
Last day for receipt of Proxy Forms – Proxy Forms	12:30pm on Tuesday, 19 November 2019
received after this time will be disregarded
Annual General Meeting	12:30pm on Thursday, 21 November 2019

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Great Boulder Resources Limited (ACN 611 695 955) ( Company ) will be held at the offices of the Company located on the First Floor, 768 Canning Highway, Applecross, Western Australia at 12:30pm WST on Thursday, 21 November 2019 .

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

AGENDA

Annual Report

To receive and consider the Annual Report of the Company for the financial year ended 30 June 2019.

Resolution 1: Adoption of Remuneration Report

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 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report contained in the Company’s annual financial report for the year ended 30 June 2019 be adopted by the Company.”

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

Resolution 2: Re-election of Melanie Leighton as a Director

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

“That for the purposes of clause 11.4 of the Company’s Constitution and for all other purposes, Melanie Leighton, being a Director who retires by rotation under clause 11.3 of the Company’s Constitution and being eligible offers herself for re-election, is re-elected as a Director.”

Resolution 3: Ratification of Prior Issue of Shares – Ausgold Limited

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,500,000 Shares to Ausgold Limited pursuant to a joint venture agreement, on the terms and conditions set out in the Explanatory Statement.”

Resolution 4: Ratification of Prior Issue of Shares – Zebina Minerals Pty Ltd

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 980,392 Shares to Zebina Minerals Pty Ltd pursuant to an earn-in agreement, on the terms and conditions set out in the Explanatory Statement.”

Resolution 5: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 9,488,988 Placement Shares to Placement Participants at an issue price of $0.04, on the terms and conditions set out in the Explanatory Statement.”

Resolution 6: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1A

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 8,011,012 Placement Shares to Placement Participants at an issue price of $0.04, on the terms and conditions set out in the Explanatory Statement.”

Resolution 7: Approval of Additional Placement Facility

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

“That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the number of fully paid ordinary securities of the Company on issue (at the time of issue) calculated in accordance with the formula set out in Listing Rule 7.1A.2 for a period of 12 months from the date of the Meeting on the terms and conditions set out in the Explanatory Statement.”

Note: Resolution 7 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

Resolution 8: Approval of issue of Securities under Employee Incentive Plan

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

"That for the purposes of Listing Rule 7.2, Exception 9 and for all other purposes, Shareholders approve the issue of securities under the Employee Incentive Plan as an exception to Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement."

Resolution 9: Approval to grant Options to Managing Director - Mr Andrew Paterson

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

“That subject to Shareholder approval of Resolution 8, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of 6,000,000 Options, comprising 4,000,000 Tranche 1 Options and 2,000,000 Tranche 2 Options, to the Company’s Managing Director, Andrew Paterson (or his nominee, under the Company’s Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

Resolution 10: Approval to amend Company Constitution

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 136(2) of the Corporations Act, proposed Listing Rule 15.12 and for all other purposes, the Company’s Constitution be amended, in the manner and on the terms and conditions as set out in Schedule 4 of this Notice of Meeting and the Explanatory Statement.”

Note: Resolution 10 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

Voting exclusion statements

ASX voting exclusions

For the purposes of Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions. The Company will disregard any votes on the following Resolutions cast in favour of the Resolution by or on behalf of the following persons:

Resolution	Excluded parties
Resolution 3	Ausgold Limited, being the person who participated in the issue of the Shares, and any Associate of Ausgold Limited.
Resolution 4	Zebina Minerals Pty Ltd, being the person who participated in the issue of the Shares, and any Associate of Zebina Minerals Pty Ltd.
Resolution 5	A person who participated in the issue of Placement Shares and any Associates of those persons.
Resolution 6	A person who participated in the issue of Placement Shares and any Associates of those persons.
Resolution 7	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of equity securities (except a benefit solely by reason of being a Shareholder) and any Associate of such persons.
Resolution 8	Any Director of the Company (except one who is ineligible to participate in the Company’s employee incentive plan) and any Associate of a Director.
Resolution 9	Any Director of the Company who is eligible to participate in the Company’s employee incentive plan and any Associate of a Director.

However, the Company need not disregard a vote on Resolutions 3 to 9 if it is cast by:

the person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
the Chairperson of 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.

In relation to Resolution 1, members of Key Management Personnel and their Closely Related Parties (other than the Chairperson of the Meeting) may not vote as proxy if the appointment does not specify how the proxy is to vote. The Chairperson of the Meeting may vote as proxy in accordance with an express authorisation on the Proxy Form.

Corporations Act voting prohibitions

Resolution	Voting prohibition	Exceptions
Resolutions 1 and 9	Pursuant to section 250R of the Corporations Act, members of Key Management Personnel and their Closely Related Parties may not vote on Resolutions 1 and 9. Any votes cast in contravention of section 250R of the Corporations Act will not be counted in working out a percentage of votes cast or whether the Resolution is approved.	This prohibition does not prevent the casting of a vote on Resolutions 1 and 9 by a person who is otherwise prohibited from voting as a proxy where the appointment specifies how the proxy is to vote. The Chairman may vote as proxy in accordance with an express authorisation on the Proxy Form.

By order of the Board

Melanie Ross

Company Secretary 17 October 2019

Proxy appointment, voting and Meeting instructions

Appointment of a proxy

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.

If you wish to appoint the Chairperson as your proxy, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson please write the name of that person. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairperson will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

two directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

Votes on Resolutions

You may direct your proxy how to vote on a Resolution by placing a mark in one of the boxes opposite the Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on the Resolution will be invalid.

Chairperson voting undirected proxies

The Chairperson will vote undirected proxies in favour of all of the proposed Resolutions.

Voting entitlement (snapshot date)

For the purposes of determining voting and attendance entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 5.00pm WST on Tuesday, 19 November 2019 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry before the Meeting or at the registration desk on the day of the Meeting.

Questions from Shareholders

At the Meeting, the Chairperson will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company.

Mr Alasdair Whyte of RSM Australia Partners, as the auditor responsible for preparing the Auditor's report for the year ended 30 June 2019 (or his representative) will attend the Meeting. The Chairperson will also allow a reasonable opportunity for Shareholders to ask the Auditor questions about:

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the conduct of the audit;
the preparation and content of the Auditor's report;
the accounting policies adopted by the Company in relation to the preparation of Financial Statements; and
the independence of the Auditor in relation to the conduct of the audit.

To assist the Board and the Auditor in responding to questions, please submit any questions you may have in writing by 5.00pm WST on Thursday, 14 November 2019 :

By hand : First Floor, 768 Canning Highway, Applecross, Western Australia 6153 By post: PO Box 1565, Applecross, Western Australia 6153 By email : [email protected] By fax : +61 8 9315 9004

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. Annual Financial Report

The Corporations Act requires the Annual Financial Report, incorporating the Company’s financial statements, the Directors’ report and the Auditors’ report of the Company for the financial year ended 30 June 2019 to be tabled and considered at the Meeting.

Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders on the Annual Financial Report. However, Shareholders will be given reasonable opportunity to raise questions on the report and also to ask questions of the Auditor (see the ‘proxy appointment and voting information’ information above).

2. Resolution 1: Adoption of Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2019 is set out in the Company’s 2019 Annual Financial Report which is available at www.greatboulder.com.au. The Remuneration Report sets out the remuneration arrangements for Directors and Key Management Personnel of the Company. The Chairperson will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report.

Shareholders will be asked to vote for the adoption of the Remuneration Report at the Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Board will consider the outcome of the vote and comments made by Shareholders at the Meeting when reviewing the Company’s remuneration policies.

If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) to determine whether another meeting be held within 90 days at which all of the Directors (other than the managing director) must go up for re-election.

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.

The Company encourages all Shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

3. Resolution 2: Re-election of Ms Melanie Leighton as a Director

3.1 Background

Resolution 2 seeks approval for the re-election of Ms Melanie Leighton as a Director.

Clause 11.3 of the Company’s Constitution requires that one third of the Directors in office (other than a Managing Director) retire by rotation at each annual general meeting of the Company. Clause 11.4 provides that the retiring Directors are then eligible for re-election.

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Ms Leighton, who was appointed as Non-Executive Director on the incorporation of the Company (6 April 2016), retires in accordance with clause 11.3, and being eligible, offers herself for re-election as a Director.

3.2 Biography

Ms Leighton holds a degree in Geology from the University of Western Australia, is a Member of the Australian Institute of Geoscientists, and has greater than 15 years’ experience within the mineral exploration industry. She is currently the Corporate Projects Manager and alternate director of ASX-listed company, Hot Chili Limited and acts in a project/ technical management role in regard to resource estimation, land management, systems development and data integration and stakeholder relations. She has held project and senior geologist roles with several Australian listed companies including Hill 50 Gold and Terra Gold, gaining practical and management experience within the areas of exploration, mining and resource development.

3.3 Directors’ recommendation

Ms Leighton has a material personal interest in the outcome of Resolution 2 and accordingly declines to make a recommendation in respect of this Resolution.

The Directors (other than Ms Leighton) recommend that Shareholders vote in favour of Resolution 2 to re-elect Ms Leighton as Non-Executive Director.

4. Resolution 3: Ratification of Prior Issue of Shares

4.1 Background

On 13 March 2019 the Company announced that it had executed a joint venture agreement with Ausgold Limited over the Winchester Project. Pursuant to the joint venture agreement, the Company agreed to issue 1,500,000 Shares as consideration for the exercise of its option on granted tenement E38/2129 and application E38/3311.

On 18 March 2019 the 1,500,000 Shares were issued at a deemed issue price of $0.14 each. Resolution 3 is an ordinary resolution seeking ratification and approval by Shareholders of the prior issue of Shares to Ausgold Limited pursuant to the terms of the joint venture agreement.

If Resolution 3 is approved, the Company’s issuing capacity under Listing Rule 7.1 will be refreshed, allowing the Company to issue, without Shareholder approval, further Equity Securities representing up to an aggregate of 15% of the Company’s issued capital in the next 12 months.

4.2 Regulatory requirements

Listing Rule 7.1 provides that a company must not, subject to the 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.

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

By ratifying the issue of securities the subject of Resolution 3, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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4.3 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 3:

(a) 1,500,000 Shares were issued under Listing Rule 7.1;
(b) the Shares were issued for nil cash consideration pursuant to the terms of the joint venture agreement but at a deemed issue price of $0.14 each;
(c) the Shares issued were 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 Ausgold Limited., which is not a Related Party of the Company; and
(e) no funds were raised from the Share issue.

4.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

5. Resolution 4: Ratification of Prior Issue of Shares - Zebina Minerals Pty Ltd

5.1 Background

On 9 September 2019 the Company announced that it had issued 980,392 Shares, at a deemed issue price of $0.051 each, to Zebina Minerals Pty Ltd as part of an Option fee under the Whiteheads Project.

Resolution 4 is an ordinary resolution seeking ratification and approval by Shareholders of the prior issue of Shares to Zebina Minerals Pty Ltd pursuant to the terms of the earn-in agreement.

If Resolution 4 is approved, the Company’s issuing capacity under Listing Rule 7.1 will be refreshed, allowing the Company to issue, without Shareholder approval, further Equity Securities representing up to an aggregate of 15% of the Company’s issued capital in the next 12 months.

5.2 Regulatory requirements

Refer to Section 4.2 for the regulatory requirements in respect of Resolutions 3 and 4.

5.3 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 4:

(a) 980,392 Shares were issued under Listing Rule 7.1;
(b) the Shares were issued for nil cash consideration pursuant to the terms of the joint venture agreement but at a deemed issue price of $0.051;
(c) the Shares issued were 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 Zebina Minerals Pty Ltd, which is not a Related Party of the Company; and
(e) no funds were raised from the Share issue.
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5.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

6. Resolution 5: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1

6.1 Background

On 30 August 2019 the Company announced its intention to raise up to a total of $2,000,000 (before costs) comprising of a non-renounceable entitlement offer of 1 Share for every 3 Shares held by eligible Shareholders, to raise up to $1,300,000 ( Rights Issue ) and a private placement to raise up to $700,000 ( Placement ).

On 9 September 2019, the Company issued a total of 17,500,000 Shares ( Placement Shares ) to various professional and sophisticated investors ( Placement Participants ) at an issue price of $0.04 each to raise $700,000 before costs, using its issuing capacity under Listing Rule 7.1 and 7.1A as follows:

(a) 9,488,988 Placement Shares using its placement capacity under Listing Rule 7.1; and
(b) 8,011,012 Placement Shares using its placement capacity under Listing Rule 7.1A.

Accordingly, Resolution 5 seeks ratification by Shareholders for the prior issue of 9,488,988 Placement Shares issued to Placement Participants under the Placement.

Resolution 5 is an ordinary resolution seeking ratification and approval by Shareholders of the prior issue of Placement Shares.

None of the Placement Participants are Related Parties of the Company.

If Resolution 5 is approved, the Company’s issuing capacity under Listing Rule 7.1 will be refreshed, allowing the Company to issue, without Shareholder approval, further Equity Securities representing up to an aggregate of 15% of the Company’s issued capital in the next 12 months.

6.2 Regulatory requirements

By ratifying the issue of the securities the subject of Resolution 5, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.3 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 5:

(a) the Company issued 9,488,988 Placement Shares within its placement capacity under Listing Rule 7.1;
(b) the Placement Shares were issued at $0.04 each to raise approximately $379,560 (before costs);
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(c) the Placement Shares issued are fully paid ordinary shares in the capital of the Company that rank equally with all existing Shares on issue;
(d) the Placement Shares were issued to various non-Related Party Placement Participants; and
(e) funds raised from the Placement are being used for the acquisition of Whiteheads Project, drilling programs and exploration work on current projects and working capital.

6.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

7. Resolution 6: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1A

7.1 Background

As described in Section 6.1(b), the Company issued 8,011,012 Placement shares using their Additional Placement Capacity under Listing Rule 7.1A

Accordingly, Resolution 6 seeks ratification by Shareholders for the prior issue of 8,011,012 Placement Shares issued to Placement Participants under the Placement.

Resolution 6 is an ordinary resolution seeking ratification and approval by Shareholders of the prior issue of Placement Shares.

None of the Placement Participants are Related Parties of the Company.

If Resolution 6 is approved, the Company’s issuing capacity under Listing Rule 7.1A will be refreshed, allowing the Company to issue, without Shareholder approval, further Equity Securities representing up to an additional 10%, above the 15% placement capacity, of the Company’s issued capital in the next 12 months.

7.2 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 6:

(a) the Company issued 8,011,012 Placement Shares within its placement capacity under Listing Rule 7.1A;
(b) the Placement Shares were issued at $0.04 each to raise approximately $320,440 (before costs);
(c) the Placement Shares issued are fully paid ordinary shares in the capital of the Company that rank equally with all existing Shares on issue;
(d) the Placement Shares were issued to various non-Related Party Placement Participants; and
(e) funds raised from the Placement are being used for the acquisition of Whiteheads Project, drilling programs and exploration work on current projects and working capital.

7.3 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

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8. Resolution 7 – Approval of Additional Placement Facility

8.1 Background

Resolution 7 seeks Shareholder approval for an additional issuing capacity under Listing Rule 7.1A ( Additional Placement Facility ).

If approved, Resolution 7 would enable the Company to issue additional Equity Securities (calculated below) over a 12 month period without obtaining Shareholder approval.

Resolution 7 is a special resolution. It must be passed by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

8.2 Applicable Listing Rules

Listing Rule 7.1A permits eligible entities that have obtained the approval of shareholders by special resolution at an annual general meeting, to have an addition capacity to issue additional Equity Securities issue equal to approximately 10% of its issued capital, over a 12 month period.

The Company is an eligible entity (being an entity with market capitalisation of $300 million or less and which is not included in the S&P/ASX 300 index) and seeks Shareholder approval under this Resolution for the Additional Placement Facility.

8.3 Information on Additional Placement Facility

(a) Quoted securities

Any Equity Securities issued under the Additional Placement Facility must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.

As at the date of this Notice, the Company has one class of Equity Securities quoted on ASX, being Ordinary Shares.

(b) Number of Equity Securities that may be issued

Listing Rule 7.1 permits the Company to issue Equity Securities equal to approximately 15% of the Company’s issued capital over a 12 month period without shareholder approval.

The Additional Placement Facility under Listing Rule 7.1A is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. The effect of Shareholders passing Resolution 7 is to allow the Company to issue Equity Securities equal to approximately 25% of its issued capital during the next 12 months without first obtaining specific Shareholder approval.

The exact number of additional Equity Securities that the Company may issue under the Additional Placement Facility is not fixed but is calculated under a formula prescribed by the Listing Rules (set out below).

At the date of this Notice the Company has 111,026,097 Ordinary Shares on issue. If Resolution 7 is passed, the Company will be permitted to issue (as at the date of this Notice) approximately:

(i) 16,653,915 Equity Securities under the Listing Rule 7.1 15% placement capacity; and
(ii) 11,102,610 Equity Securities under the Additional Placement Capacity.
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(c) Formula for Additional Placement Facility

If this Resolution 7 is passed, the Company may issue or agree to issue, during the 12 month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula.

Additional Placement Capacity = (A x D) – E

where:

A = the number of fully paid ordinary securities on issue 12 months before the issue date or date of agreement to issue:
plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;
plus the number of partly paid ordinary securities that became fully paid in the 12 months;
plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rule 7.1 or Listing Rule 7.4;
less the number of fully paid ordinary securities cancelled in the 12 months.
D = 10%
E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

8.4 Listing Rule requirements

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the proposed approval of the Additional Placement Facility:

(a) Minimum price at which Equity Securities may be issued

The issue price of any Equity Security under the Additional Placement Facility will not be less than 75% of the VWAP for securities in the same class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the securities are to be issued is agreed; or
(ii) if the securities are not issued within 5 trading days of the date above, the date on which the securities are issued.

(b) Risk of economic and voting dilution

If Resolution 7 is passed and the Company issues securities under the Additional Placement Facility, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:

(i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date of this Meeting; and
(ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date or the
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new Equity Securities may be issued in consideration for the acquisition of a new asset.

The table below identifies the potential dilution to existing Shareholders following the issue of Equity Securities under the Additional Placement Facility (based on the formula set out above) using different variables for the number of issued Ordinary Shares and the market price of Ordinary Shares.

The numbers are calculated on the basis of the latest available market price of Ordinary Shares before the date of this Notice and the current number of Ordinary Shares on issue.

Variable A in Listing Rule 7.1A		Nominal issue price	Nominal issue price	Nominal issue price
		$0.053 (market price)	$0.0398 (25% decrease in market price)	$0.0265 (50% decrease in market price)
Current issued capital A = 111,026,097 Ordinary Shares	Ordinary Shares issued under LR 7.1A	11,102,610	11,102,610	11,102,610
	Voting dilution	10%	10%	10%
	Funds raised	$588,438	$441,329	$294,219
	Economic dilution	0%	2.27%	4.55%
50% increase in issued capital A = 166,539,146 Ordinary Shares	Ordinary Shares issued under LR 7.1A	16,653,915	16,653,915	16,653,915
	Voting dilution	10%	10%	10%
	Funds raised	$882,657	$661,993	$441,329
	Economic dilution	0%	2.27%	4.55%
100% increase in issued capital A = 222,052,194 Ordinary Shares	Ordinary Shares issued under LR 7.1A	22,205,219	22,205,219	22,205,219
	Voting dilution	10%	10%	10%
	Funds raised	$1,176,877	$882,657	$588,438
	Economic dilution	0%	2.27%	4.55%

Notes:

This table has been prepared on the following assumptions:

the latest available market price of Ordinary Shares, being the closing price as at 3 October 2019, was $0.053;
the Company issues the maximum number of equity securities available under the Additional Placement Facility;
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existing Shareholders’ holdings do not change from the date of this Meeting to the date of the issue under the Additional Placement Facility;
the Company issues Ordinary Shares only and does not issue other types of equity securities (such as Options) under the Additional Placement Facility;
the impact of placements under Listing Rule 7.1 or following the exercise of options is not included in the calculations; and
economic dilution (ED) is calculated using the following formula:
ED = (MP - (NMC / TS)) / MP

where:

MP = the market price of shares traded on ASX, expressed in dollars;
MC = market capitalisation prior to issue of Equity Securities, being the MP multiplied by the number of shares on issue;
NMC = notional market capitalisation, being the market capitalisation plus the NSV;
NSV = new security value, being the number of new Equity Securities multiplied by the issue price of those Equity Securities; and
TS = total shares on issue following new Equity Security issue.

(c)

Date by which Equity Securities may be issued

Equity Securities may be issued under the Additional Placement Facility for 12 months after the Meeting.

However, the approval to the Additional Placement Facility under Resolution 7 will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

(d)

Purpose for which Equity Securities may be issued

The Company may seek to issue Equity Securities under the Additional Placement Facility for the following purposes:

(i) cash consideration to fund business growth, to acquire new assets or make investments, to develop the Company’s existing assets and operations and for general working capital; and
(ii) non-cash consideration to acquire new assets or make investments. In these circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.
(e)

Allocation policy

The Company’s allocation policy for the issue of Equity Securities under the Additional Placement Facility will depend on the prevailing market conditions at the time of the proposed issue. The allottees will be determined on a case-by-case basis having regard to the factors such as:

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(ii) the effect of the issue of the new securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate and other advisors.

As at the date of this Notice, the Company has not identified any proposed allottees of Equity Securities using the Additional Placement Facility. However, the eventual

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allottees may include existing substantial Shareholders, other Shareholders and/or new investors.

None of the allottees will be a related party or an associate of a related party of the Company, except as permitted under Listing Rule 7.2. Existing Shareholders may or may not be entitled to subscribe for Equity Securities under the Additional Placement Facility and it is possible that their shareholding will be diluted.

If the Additional Placement Facility is used to acquire new assets or investments, then it is likely that the allottees will be the vendors of these assets/investments.

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

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 5 November 2018 (Previous Approval).

Since the date of the Previous Approval, the Company issued 8,011,012 Shares using its Additional Placement Capacity which represents approximately 7.2% of the current total issued Share capital, being 111,026,097 Shares.

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

8.5 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7 as it will give the Company the flexibility to issue Securities without Shareholder approval to raise necessary working capital in the future.

9. Resolution 8: Approval of issue of Securities under Employee Incentive Plan

9.1 Background

In 2016, upon listing on ASX, the Company established an Employee Incentive Plan as part of its incentive arrangements for Directors and senior employees ( Incentive Plan ) which is governed by the Employee Incentive Plan Rules ( Rules ).

To issue Securities under the Incentive Plan and subsequently the exception provided by Listing Rule 7.2 Exception 9, the Company seeks Shareholder approval to refresh the Incentive Plan established in 2016 as 3 years has elapsed since its last approval.

A summary of the terms of the Incentive Plan is set out in Schedule 2

Pursuant to the Incentive Plan, the Board may grant Options or Performance Rights ( Awards ) to the persons described in Schedule 2, in accordance with the Rules and otherwise on terms and conditions set by the Board at its discretion.

Resolution 8 seeks Shareholder approval of the issue of securities under the Incentive Plan for the purposes of Listing Rule 7.2 (Exception 9).

This is the first time the Company is seeking Shareholder approval in relation to the Incentive Plan since it was first established prior to the Company’s initial public offering and listing on ASX in 2016. Since that time, the Company has issued the following Securities pursuant to the Incentive Plan:

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Year	Award	Recipient
2016	1,000,000 Options, exercisable at $0.20 on or before 16 November 2020.	Company’s then managing director, Mr Stefan Murphy.
	2,000,000 Performance Rights.
2017	2,000,000 Performance Rights.	Company’s then managing director, Mr Stefan Murphy.
2018	500,000 Performance Rights.	Company’s then managing director, Mr Stefan Murphy.
2018	250,000 Options, exercisable at $0.20, expiring 3 years from the grant date.	Mr Daniel Doran, an employee of the Company

9.2 Applicable ASX Listing Rules

Listing Rule 7.1 limits the number of securities a listed company may issue in any 12 month period without shareholder approval. However, securities issued pursuant to an exception to Listing Rule 7.1 are not counted for the purposes of the limit.

Listing Rule 7.2 (Exception 9) provides that shareholders may approve the issue of Equity Securities under an employee incentive scheme as an exception to Listing Rule 7.1. If such approval is obtained, Listing Rule 7.1 does not apply to an issue of Equity Securities in the listed company made under an employee incentive scheme within three years of the date of the approval.

9.3 Directors’ recommendation

The Directors, other than Mr Andrew Paterson, recommend that Shareholders vote in favour of Resolution 8. Mr Andrew Paterson declines to make a recommendation as to how Shareholders should vote in respect of Resolution 8 as it is proposed that Securities be granted to him under the Incentive Plan pursuant to Resolutions 9 and 10.

10. Resolution 9: Approval to grant Options to Managing Director (Andrew Paterson) under Employee Incentive Plan

10.1 Background

Resolution 9 seeks Shareholder approval for the issue of Options under the Incentive Plan to Mr Andrew Paterson, the Managing Director of the Company (or his nominee), subject to Shareholder approval of Resolution 8 (Approval of issue of Securities under Incentive Plan).

Incentive Plan Options will be issued on the terms and conditions set out in Schedule 3 of this Explanatory Statement and otherwise pursuant to the Incentive Plan.

10.2 Chapter 2E of the Corporations Act

Section 208(1) of the Corporations Act (set out in Chapter 2E) requires that, where a public company proposes to give a financial benefit to a Related Party, the public company must:

obtain the approval of the company’s members in accordance with section 208 of the Corporations Act in the manner set out in sections 217 to 227 of the Corporations Act; and
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.

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Section 211 of the Corporations Act provides that shareholder approval is not required to give a financial benefit in circumstances where the benefit constitutes remuneration which would be reasonable given the company’s and the Related Party’s circumstances.

The issue of Options to a Director (or their nominee) constitutes the giving of a financial benefit to a Related Party of the Company for the purposes of section 208 of the Corporations Act.

Having considered the Company’s circumstances, Mr Paterson’s position as Managing Director of the Company, the Board (other than Mr Paterson) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of Incentive Plan Options to Mr Paterson, as the Incentive Plan Options are being issued to Mr Paterson (or his nominee) as a part of his remuneration for services provided to the Company in circumstances where the benefit constitutes remuneration which would be reasonable given the company’s and the Related Party’s circumstances.

Accordingly, the Board (other than Mr Paterson) considers that the remuneration is reasonable for the purposes of the exception in section 211 of the Corporations Act and has determined not to seek Shareholder approval under section 208 of the Corporations Act for the grant of the Incentive Plan Options.

10.3 Value of the Options

The Incentive Plan Options to be issued to the Managing Director, Andrew Paterson (or his nominee), pursuant to Resolution 9 have been valued by internal management.

Using the Black & Scholes option pricing model and based on the assumptions set out below, the Incentive Plan Options were ascribed the following values, which are undiscounted:

Assumption	Tranche 1 Options	Tranche 2 Options
Valuation date	11 October 2019	11 October 2019
Market price of Shares	$0.046	$0.046
Exercise price	$0.10	$0.069
Expiry date (length of time from issue)	30 June 2022 (2.7 years)	30 June 2022 (2.7 years)
Risk free interest rate	0.59%	0.59%
Volatility	95.5	95.5
Vesting date	Immediately upon issue	30/06/2020
Value
Indicative value per Option	$0.0184	$0.0221
Number of Options	4,000,000	2,000,000
Total value of Options	$73,468	$44,295

Note:

The valuation ranges noted above are not necessarily the market prices that the Incentive Plan Options could be traded at and they are not automatically the market prices for taxation purposes.

10.4 Applicable Listing Rules

Listing Rule 10.14 provides that the approval of shareholders is required before a director (or an Associate of a director) of a company can acquire securities issued under an employee incentive scheme.

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Accordingly, in order for a Director to acquire a beneficial interest in Incentive Plan Options and any Shares which may be issued on the vesting or exercise of Incentive Plan Options, the Company must first obtain Shareholder approval for the purposes of Listing Rule 10.14.

If Resolution 9 is approved, then approval is not required under Listing Rule 7.1 for the issue of the relevant Incentive Plan Options.

10.5 Listing Rule information requirements

In accordance with the disclosure requirements of Listing Rule 10.15, the following information is provided in relation to Resolution 9:

(a) Relationship requiring Shareholder approval

Mr Andrew Paterson is the Managing Director of the Company.

(b) Number and terms of securities to be issued

A maximum of 6,000,000 Options will be issued to Mr Andrew Paterson or his nominee, comprising:

(i) 4,000,000 Options exercisable at the price which is the higher of $0.10 or the amount equal to 143% of the VWAP of Shares traded on ASX over the 5 Business Days prior to the date of the Meeting on which Shares are traded on ASX ( Tranche 1 Options ); and
(ii) 2,000,000 Options exercisable at the price equal to 150% of the VWAP of Shares traded on ASX over the 5 Business Days prior to 30 June 2020 on which Shares are traded ASX ( Tranche 2 Options ).

The Options will be granted on the terms set out in Schedule 3.

The Tranche 1 Options will vest immediately on their date of issue.

The Tranche 2 Options will vest on 30 June 2020 and may not be exercised before that date.

(c) Issue price of the securities

Incentive Plan Options will be issued for nil cash consideration under the terms of the Employee Incentive Plan. Accordingly, funds will not be raised on issue of the Options.

(d)

Related Party recipients of securities since last approval

The Incentive Plan was adopted by the Company in 2016, accordingly, refer to the table in Section 9.1 for a description of Securities issued under the Incentive Plan since its inception.

(e) Related Parties entitled to participate in the Incentive Plan

As at the date of the Notice, the persons referred to in Listing Rule 10.14 who are entitled to participate in the Incentive Plan are the Directors, being:

(i) Mr Gregory Hall – Non-Executive Chairman;
(ii) Mr Andrew Paterson – Managing Director;
(iii) Mr Murray Black – Non-Executive Director; and
(iv) Ms Melanie Leighton – Non-Executive Director.
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(f) Terms of loans

There are not currently any arrangements or proposed arrangements between the Company and any participant in the Incentive Plan whereby the Company has entered into, or proposes to enter into, any loan with a plan participant for the purposes of acquiring securities under the plan.

(g) Date by which securities will be issued

The Company intends to issue the Incentive Plan Options as soon as practicable, and in any event, within 12 months after the date of the Meeting.

10.6 Directors’ recommendations

The Directors (other than Mr Paterson) recommend that Shareholders vote in favour of Resolution 9.

The Directors (other than Mr Paterson) consider that the issue of Incentive Plan Options to Mr Paterson (or his nominees):

(a) aligns the interests of Mr Paterson with the financial success of the Company, in that exercise of their Incentive Plan Options would generally only be warranted by an increase in the market value of Shares to above the exercise price; and
(b) is a reasonable and appropriate method to provide cost effective and efficient remuneration, as the non-cash form of this benefit will allow the Company to spend a greater portion of its available cash on its operations than it would if alternative cash forms of remuneration were given to Mr Paterson.

11. Resolution 10: Approval to amend Company’s Constitution

11.1

Background

ASX has issued changes to the ASX Listing Rules proposed to take effect as of 1 December 2019.

ASX requires that listed entities, i.e. the Company, with restricted securities currently on issue or who may issue restricted securities in at some future time, amend their constitutions to align with amended Listing Rules concerning restricted securities as set out in Section 11.3 below.

Resolution 10 seeks Shareholder approval to amend, replace and delete various provisions in the Company’s Constitution as set out in Schedule 4 to address the proposed changes to the ASX Listing Rules and to correct some drafting errors in the Constitution.

Resolution 10 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

11.2 Corporations Act requirements

Section 136(2) of the Corporations Act provides that a company may modify its constitution by special resolution.

11.3 Listing Rule requirements

Proposed ASX Listing Rule 15.12 requires a listed entity’s constitution to include provisions relating to:

(a) management by the Company of disposal of restricted securities by restricted security holders, unless permitted by ASX or the Listing Rules;
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(b) holders of restricted securities signing an escrow deed agreeing that restricted securities have a holding lock applied and are held on the entity’s issuer sponsored subregister for the duration of the applicable escrow period;
(c) an entity refusing to acknowledge or action transfers or disposal of restricted securities during the applicable escrow period, subject to any permission from ASX or the Listing Rules;
(d) a holder or restricted securities not being entitled to participate in any return of capital on restricted securities during the applicable escrow period except as permitted by ASX or the Listing Rules; and
(e) if a holder of restricted securities breaches any escrow deed in place during the applicable escrow period, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

The proposed amendments to the Constitution set out in Schedule 4 address these matters.

11.4 Other amendments

The proposed amendments to the Constitution set out in Schedule 4 also correct a drafting error in clause 11.7 of the Constitution providing for date by which a person nominated to be elected as a Director at a meeting of Shareholders must give the Company must give the Company notice of their consent to act as a Director in order to be eligible for election. The present clause 11.7 incorrectly refers to another clause of the Constitution which does not exist.

It is proposed clause 11.7 of the Constitution be amended to provide that notices of consent to act as a Director must be given no later than:

(a) 30 Business Days before the meeting in the case of a general meeting convened on the requisition of a Shareholder(s) for the election of a Director; or
(b) 35 Business Days before the meeting in the case of any other general meeting at which a Director may be elected.
11.5 Directors’ recommendation

For the reasons outlined above, the Board unanimously recommends that Shareholders vote in favour of Resolution 10 to ensure the Company’s constitution is consistent with the requirements of the Listing Rules.

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12. Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Additional Placement Has the meaning given to that term on Section 8.1 of this Explanatory Facility Statement. Annual General The annual general meeting of the Company, or any adjourned meeting Meeting or Meeting thereof, convened by the Notice. Annual Report The annual report of the Company for the financial year ended 30 June 2019, including the annual financial report, the Directors’ report and the Auditor’s report. Associate Has the meaning given to that term in the Corporations Act. ASX ASX Limited (ACN 008 624 691) or the financial market known as the Australian Securities Exchange, as the context requires. Auditor The auditor of the Company. Board The Company’s Board of Directors. Chairperson The chairperson of the Meeting. Closely Related Parties Has same meaning given to it in section 9 of the Corporations Act, being, in relation to a member of Key Management Personnel:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) (currently none are prescribed).

Company Great Boulder Resources Limited (ACN 611 695 955). Company Secretary The Company Secretary of the Company at the time of the Meeting, being Ms Melanie Ross. Constitution The Constitution of the Company.

Constitution The Constitution of the Company. Contractor A consultant or contractor that has entered into a contract which requires or might reasonably be expected to require the consultant or contractor to provide the pro-rata equivalent of 40% or more of a comparable full-time position with the Company or a Related Body Corporate of the Company, either directly in their individual capacity, or through a company where the individual who performs the work under or in relation to the contract is a director of the company or the spouse of a director or the company.

Corporations Act Corporations Act 2001 (Cth). Director

A director of the Company.

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Equity Security

Has the meaning given to that term in ASX Listing Rule 19.12, being:

Equity Security	Has the meaning given to that term in ASX Listing Rule 19.12, being:
	(a) a share;
	(b) a unit;
	(c) a right to a share or unit or option;
	(d) an option over an issued or unissued security;
	(e) a convertible security;
	(f) any security that ASX decides to classify as an equity security;
	(g) but not a security that ASX decides to classify as a debt security.
Explanatory Statement	This explanatory statement which accompanies and forms part of the
	Notice.
Glossary	This glossary of terms.
Incentive Plan	The incentive plan for employees adopted by the Company.
Incentive Plan Rules	The rules of the Incentive Plan.
Key Management	Has the same meaning as the definition of that term in section 9 of the
Personnel	Corporations Act, being those persons details of whose remuneration are
	included in the Remuneration Report having authority and responsibility for
	planning, directing and controlling the activities of the Company, directly or
	indirectly, including any Director (whether executive or otherwise).
Listing Rules	The listing rules of ASX.
NoticeorNotice of	The notice of annual general meeting which accompanies this Explanatory
Meeting	Statement.
Option	An option to acquire a Share.
Performance Right	A right to acquire a Share on the vesting of performance conditions.
Placement	A placement of Shares to Placement Participants to raise up to $700,000
Placement Participants	Professional and sophisticated investors who where issued Placement
	Shares under the Placement.
Placement Shares	Shares issued to Placement Participants.
Proxy Form	The proxy form accompanying the Notice.
Related Body	Has the meaning given to that term in the Corporations Act.
Corporate
Remuneration Report	The remuneration report contained in the Directors’ report for the year
	ended 30 June 2019.
Resolution	A resolution set out in the Notice.
Related Party	Has the meaning given to that term in the Listing Rules.
Rights Issue	Offer to eligible Shareholders of 1 Share for every 3 Shares held, as of the
	record date, to raise up to $1.3 million.
Section	A section of the Explanatory Statement.
Share	A fully paid ordinary share in the Company.
Shareholder	A holder of a Share.
VWAP	Volume weighted average price.
WST	Australian Western Standard Time, being the time in Perth, Western
	Australia.

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Schedule 1

Issues of Equity Securities since 3 October 2018

Below is a list of all the Equity Securities issued by the Company in the past 12 months

Issue date	Equity Securities issued	Allotee(s)	Issue Price and discount to market if applicable1	Total cash consideration	Non-cash consideration and current value
10 Jan 2019	500,000 Class C Performance Rights	Stefan Murphy	Nil	Amount Raised: Nil Amount Spent: Nil	Not applicable
18 Mar 2019	1,500,000 fully paid ordinary shares	Ausgold Limited	$0.14 each as non-cash consideration for the Winchester Project, nil discount to market price.	Amount Raised: Nil Amount Spent: Nil	Non-cash consideration: Nil, issued in consideration for Winchester Project. Current value: $69,0003
18 Mar 2019	250,000 unlisted options with exercise price of $0.20, expiring 3 years from grant date	Mr Daniel Doran under GBR Employee Incentive Plan	Not applicable	Amount Raised: Nil Amount Spent: Nil	Non-cash consideration: Nil Current value $2.5532
9 Sep 2019	980,392 fully paid ordinary shares	Zebina Minerals Pty Ltd	$0.051 as non-cash consideration for the Whiteheads Project, discount of 11% to the market price at that date	Amount Raised: Nil Amount Spent: Nil	Non-cash consideration: issued as consideration for Whiteheads Project. Current value: $45,0983
9 Sep 2019	17,500,000 fully paid ordinary shares	Various Sophisticated and institutional investors	$0.04, discount of 30% to the market price at that date	Amount Raised: $700,000 Amount Spent: $12,877 Use of funds: Exploration activity and working capital Amount remaining: $687,123	Not applicable
3 Oct 2019	10,935,588 fully paid ordinary shares	Various shareholders under non- renounceable rights issue	$0.04, discount of 25% to the market price at that date	Amount Raised: $437,424 Amount Spent: Nil Use of funds: To be used on exploration activity and working capital Amount remaining: $437,424	Not applicable

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Notes:

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 trading day prior to the date of issue of the relevant Equity Securities.
The Options have been valued using the Black-Scholes option pricing model as at 10 October 2019 based on a number of assumptions and variables, including the following:
(a) each Option will be exercised immediately prior to the expiry date;
(b) the closing price of Shares on the ASX on 10 October 2019 was $0.046;
(c) a risk-free rate of 0.62% has been adopted; and
(d) a volatility factor of 95.5% % has been adopted.
Current value based on the closing market price of Company Shares as of 10 October 2019, being $0.046 per Share.

Schedule 2

Terms of Employee Incentive Plan

1. Objectives of the Incentive Plan

The objectives of the Incentive Plan are to:

(a) establish a method by which eligible persons can participate in the future growth and profitability of the Company;
(b) provide an incentive and reward for eligible participants for their contributions to the Company; (c) attract and retain a high standard of managerial and technical personnel for the benefit of the Company; and
(d) align the interests of eligible participants more closely with the interests of Shareholders, by providing an opportunity for eligible participants to hold an equity interest in the Company.

Summary of terms of Incentive Plan

Eligibility

The following persons can participate in the Incentive Plan if the Board makes them an offer to do so:

(a) a full-time or part-time employee, including an executive and non-executive Director of the Company or its related bodies corporate;
(b) a contractor of the Company or its related bodies corporate;
(c) a casual employee of the Company or its related bodies corporate where the employee or contractor is, or might reasonably be expected to be, engaged to work the pro-rata equivalent of 40% or more of a comparable full-time position; and
(d) a person to whom an offer of Awards has been made, but whose acceptance of the Offer is conditional upon the person becoming one of the above.

2.2 Board discretions

The Board has broad discretions under the Incentive Plan, including (without limitation) as to:

(a) the timing of making an offer to participate in the Incentive Plan;
(b) identifying persons eligible to participate in the Incentive Plan;
(c) the terms of issue of Awards (including vesting conditions, performance hurdles and exercise conditions if any); and
(d) the periods during which Awards may be exercised.
2.3

5% Limit

The Plan has been prepared to comply with ASIC Class Order [CO 14/1000] and as such, offers under the Plan are limited to the 5% capital limit set out in that Class Order.

2.4 Exercise price

The Exercise Price of an Award will be the price determined by the Board in its absolute discretion prior to or on grant of the Award.

wem 8948756_1

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2.5 Awards not to be quoted

The Awards will not be quoted on the ASX. However, application will be made to ASX for official quotation of Shares issued upon the exercise of Awards, if the Shares are listed on ASX at that time.

2.6 Shares issued on exercise of Awards

Subject to any applicable vesting conditions, performance hurdles and exercise conditions:

(a) each Option entitles the holder to subscribe for and be issued with one Share; and
(b) each Performance Right entitles the holder to subscribe for and be issued with one Share.

Shares issued pursuant to the exercise of Awards will in all respects rank equally and carry the same rights and entitlements as other Shares on issue.

Holders of Awards have no rights to vote at meetings of the Company or receive dividends until Shares are allotted on the exercise of Awards pursuant to the Incentive Plan.

2.7 Lapse of Awards

(a) Unless the Directors in their absolute discretion determine otherwise, Awards will automatically lapse and be forfeited if, prior to the satisfaction of an exercise condition or vesting condition:
(i) the holder resigns employment or terminates engagement with the Company;
(ii) the holder is dismissed from employment or engagement with the Company for:
- A. material breach of contract or negligence; or
- B. conduct justifying termination without notice;
(iii) the holder ceases employment or engagement with the Company and breaches any post-termination restraint;
(iv) the holder is ineligible to hold his or her office pursuant to the Corporations Act; or
(v) any performance milestones applicable to the Awards are not satisfied – if a portion are satisfied, then a proportionate number of Awards may continue at the Board’s discretion.
(b) Awards will not lapse and be forfeited if the holder ceases employment or engagement with the Company due to:
(i) death or permanent disablement;
(ii) retirement; or
(iii) redundancy; or

where the Board determines that the Awards continue.

2.8 Restrictions on disposal

An Award holder is not able to sell, transfer, mortgage, pledge, charge, grant security over or otherwise dispose of any Awards, or agree to do any of those things, without the prior consent of the Board or unless such disposal is required by law.

2.9 Participation rights of Award holders

Holders of Options and Performance Rights will only be permitted to participate in an issue of new Shares by the Company if they exercise their Options or Performance Rights (as applicable) before

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the record date for the relevant issue. The Company must ensure that, for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue of new Shares is announced. This will give Option holders and Performance Right holders the opportunity to exercise their Options or Performance Rights prior to the date for determining entitlements to participate in any such issue.

2.10 Adjustment of Awards

(a) If the Company makes a pro rata bonus issue, and an Option or Performance Right is not exercised before the record date for that bonus issue, then on exercise of the Option or Performance Right (as applicable), the holder is entitled to receive the number of bonus shares which would have been issued if the Option or Performance Right had been exercised before the record date.
(b) In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Awards to which each Award holder is entitled or the exercise price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Awards which are not conferred on Shareholders.
2.11

Takeovers

In the event of a takeover bid, certain capital reorganisations, or transactions occurring that give rise to certain changes of control of the Company, restrictions on the exercise of an Award may lapse so that Award holders are able to participate in the relevant transaction.

2.12 Tax deferral

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth), which enables tax deferral on Awards offered under the Incentive Plan (subject to the conditions in that Act), may apply to Awards granted under the Incentive Plan.

2.13 Amending the Incentive Plan

Subject to and in accordance with the Listing Rules, the Board (without the necessity of obtaining prior or subsequent consent of Shareholders) may from time to time amend all or any provisions of the Incentive Plan, provided such amendments do not materially alter the Incentive Plan for which Shareholder approval was given.

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Schedule 3

Terms of Incentive Plan Options

1. Employee Incentive Plan

(a) Each Incentive Plan Option is issued pursuant to the Incentive Plan.
(b) Terms defined in the rules of the Incentive Plan ( Rules ) will, when used in these Terms of Incentive Plan Options ( Terms ), have the same meaning given to those terms under the Rules unless expressly stated otherwise in these Terms.
(c) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth), will apply (subject to the conditions in that Act) to the Incentive Plan Options.

2. Grant of Options

The Incentive Plan Options are granted in two tranches:

(a) 4,000,000 Options ( Tranche 1 Options ); and
(b) 2,000,000 Options ( Tranche 2 Options ).

Entitlement to Shares

Each Incentive Plan Option entitles the holder ( Option Holder ) to subscribe for 1 (one) Share in the Company on exercise of the Option.

No payment on issue

The Option Holder is not required to pay any amount on the issue of an Incentive Plan Option.

5. Exercise price

The exercise price payable to exercise the Incentive Plan Options ( Exercise Price ) are

(a) Tranche 1 Options - the price which is the higher of $0.10 or the amount equal to 143% of the VWAP of Shares traded on ASX over the 5 Business Days prior to the date of the Meeting on which Shares are traded on ASX; and
(b) Tranche 2 Options - the price equal to 150% of the VWAP of Shares traded on ASX over the 5 Business Days prior to 30 June 2020 on which Shares are traded ASX.

6. Expiry date

Each Incentive Plan Option not exercised by 5.00pm (WST) on 30 June 2022 ( Expiry Date ) will automatically expire.

7. Vesting

(a) The Tranche 1 Options vest immediately on the date of issue of the Options are not subject to any Vesting Conditions or Exercise Conditions.
(b) The Tranche 2 Options vest on 30 June 2020 ( Vesting Date ) and are subject to Andrew Paterson being an employee of the Company as at 30 June 2020 as a Vesting Condition applicable to the Tranche 2 Options.

Certificate or holding statement

The Company must give the Option Holder a certificate or holding statement in respect of the Incentive Plan Options granted to them.

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9. Restrictions on dealing and transfer

(a) An Option Holder must not sell, transfer, mortgage, pledge, charge, grant a security interest over or otherwise dispose of ( Dispose ) any Incentive Plan Options, or agree to do any of the same, without the prior consent of the Board, except where such Disposal occurs by force of law.
(b) The transfer of any Incentive Plan Option is subject to any restrictions on transfer under the Corporations Act or the Listing Rules.

10. Quotation of Plan Options

The Company will not apply for quotation of any Incentive Plan Options.

11. New issues

The Option Holder is not entitled to participate in any new issue to Shareholders of securities in the Company unless they have exercised their Incentive Plan Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding Shares. The Company must give the Option Holder 7 business days’ notice of the proposed terms of the issue or offer.

12. Bonus issues

If the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and a Share has not been issued in respect of the Incentive Plan Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Incentive Plan Option is exercisable will be increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Incentive Plan Option before the record date for determining entitlements to the issue.

13. Pro rata issues

If the Company makes a pro rata issue of Shares (except a bonus issue) to Shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and a Share has not been issued in respect of the Incentive Plan Option before the record date for determining entitlements to the issue, the Exercise Price of each Incentive Plan Option will be reduced in accordance with the Listing Rules.

14. Reorganisation

(a) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option Holder (including the number of Incentive Plan Options to which the Option Holder is entitled and the Exercise Price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(b) Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option Holder.
(c) The Company must, within a reasonable period, give to the Option Holder notice of any change to the Exercise Price of any Incentive Plan Options held by the Option Holder or the number of Shares which the Option Holder is entitled to subscribe for on exercise of an Incentive Plan Option.
Exercise
15.1
Subject to paragraph 15.2, an Option Holder may:
(a) not exercise an Incentive Plan Option during the period ( Restriction Period ) commencing on the date that an Incentive Plan Option is issued and expiring on the later of:
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- (i) the date that the last Vesting Condition (if any) is satisfied or waived by the Company; and
- (ii) the date when the last Exercise Condition (if any) is satisfied or waived by the Company; and
(b) only exercise an Incentive Plan Option after the expiry of the Restriction Period but prior to the Expiry Date.
15.2 Notwithstanding paragraph 15.1, an Incentive Plan Option may be exercised:
(a) in the Board’s absolute discretion, at any time after a Change of Control Event has occurred; (b) at any time after the announcement of a proposed capital reorganisation referred to in paragraph 14;
(c) in the Board's absolute discretion, following the occurrence and announcement by the Company of an event that in the opinion of the Board is likely to lead to the Company being removed from the official list of ASX; or
(d) in the Board's absolute discretion, within 12 months, if any of the following occurs in relation to a Participant, in relation to Incentive Plan Options held by or on behalf of that Participant:
- (i) the death of the Participant;
- (ii) the illness or incapacity of the Participant necessitating the permanent withdrawal of the Participant from the work force, as accepted to the satisfaction of the Board; or
- (iii) any other circumstances which the Board considers should be treated as permanent disablement of the Participant for the purposes of the Plan.
15.3 To exercise Incentive Plan Options, the Option Holder must give the Company or its securities registry, at the same time:
(a) a written exercise notice (in the form approved by the Board) specifying the number of Incentive Plan Options being exercised;
(b) payment of the Exercise Price for the Incentive Plan Options the subject of the exercise notice, by way of bank cheque or by other means of payment, approved by the Company;
(c) the option certificate, or documentary evidence satisfactory to the Board that the option certificate was lost or destroyed; and
(d) where required by the Company in accordance with rule 15.1 of the Rules, payment in full of the amount of Withholding Tax Amount that the Company is required to remit as a result of the exercise of the Incentive Plan Option.
15.4 Where the payment received by the Company under paragraph 15.3(d), those moneys will be held on behalf of the Participant, and remitted to the appropriate taxing authority by the Company on behalf of the Participant.
15.5 The Option Holder may only exercise a minimum of 500 Options at a time, and then in multiples of 100, unless the Option Holder holds less than 500 Options.
15.6 A notice of exercise in relation to any Incentive Plan Options only becomes effective when the Company has received the full amount of the Exercise Price for the number of Incentive Plan Options specified in the notice, in cleared funds.
15.7 Incentive Plan Options will be deemed to have been exercised on the date the exercise notice is lodged with the Board.
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16. Re-issue of option certificate or holding statement

If the Option Holder exercises less than the total number of Plan Options registered in the Option Holder's name:

(a) the Option Holder must surrender their option certificate (if any); and
(b) the Company must cancel the option certificate (if any) and issue the Option Holder a new option certificate or holding statement stating the remaining number of Incentive Plan Options held by the Option Holder.

17. Issue of Shares

Within 10 business days after receiving an application for exercise of Incentive Plan Options and payment by the Option Holder of the Exercise Price, the Company must issue the Option Holder the number of Shares specified in the application.

18. Equal ranking

Subject to the Company’s Constitution, all Shares issued on the exercise of Incentive Plan Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary Shares of the Company at the date of issue.

Quotation of Shares

The Company will apply to ASX for official quotation of the Shares issued on the exercise of Incentive Plan Options.

20. Lapse of Options

(a) Unless the Directors in their absolute discretion determine otherwise, Tranche 2 Options will automatically lapse and be forfeited if, prior to the Vesting Date:
(i) the holder resigns employment or terminates engagement with the Company;
(ii) the holder is dismissed from employment or engagement with the Company for:
- A. material breach of contract or negligence; or
- B. conduct justifying termination without notice;
(iii) the holder ceases employment or engagement with the Company and breaches any post-termination restraint; or
(iv) the holder is ineligible to hold his or her office pursuant to the Corporations Act.
(b) Tranche 2 Options will not lapse and be forfeited if the holder ceases employment or engagement with the Company due to:
(i) death or permanent disablement;
(ii) retirement; or
(iii) redundancy; or

where the Board determines that the Options continue.

Governing law

These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.

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Schedule 4

Proposed amendments to Company’s Constitution

The following Schedule states the proposed amendments to the Company’s Constitution, subject to the passing of Resolution 10 of the Notice as a special resolution.

Insert the following defined term in Clause 1.1:
““ ASX ” or " Exchange " means ASX Limited (ACN 008 624 691) as Australian Securities Exchange.”
Delete the defined term for “ Exchange ” in Clause 1.1.
Delete Clause 3.20 and replace it with the following:
“3.20 The Company must comply with the Listing Rules with respect to Restricted Securities. Without limiting the generality of the foregoing:
- (a) a holder of Restricted Securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;
- (b) if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the entity’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;
- (c) the entity will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;
- (d) a holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and
- (e) if a holder of Restricted Securities breaches a restriction deed or a provision of this Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.”
In Clause 11.7 delete the words “ 5 Business Days after the date shown on the notice to the Home Exchange referred to in Clause 9.10(a) ” and replace them with the following:

“30 Business Days (in the case of a general meeting convened under Clause 9.6 for the election of a Director) or 35 Business Days (in the case of any other general meeting at which a Director may be elected) before the date of the general meeting

In Clause 11.7 delete the words in paragraph (b) and replace them with the following:
“ lodge the notice referred to in paragraph (a) with the Company at its Registered Office .”
Delete Article 27.1 (restricted securities) and replace it with the words “ Not used ”.

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AI assistant

GREAT BOULDER RESOURCES LIMITED — AGM Information 2019

64967_rns_2019-10-21_9fa17856-76ed-4733-8fe4-4790ba1d6fa4.pdf

Great Boulder Resources Limited ACN 611 695 955

Notice of Annual General Meeting, Explanatory Statement and Proxy Form

Important note

Contents

Important dates

Notice of Annual General Meeting

AGENDA

Annual Report

Resolution 1: Adoption of Remuneration Report

Resolution 2: Re-election of Melanie Leighton as a Director

Resolution 3: Ratification of Prior Issue of Shares – Ausgold Limited

Resolution 4: Ratification of Prior Issue of Shares – Zebina Minerals Pty Ltd

Resolution 5: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1

Resolution 6: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1A

Resolution 7: Approval of Additional Placement Facility

Resolution 8: Approval of issue of Securities under Employee Incentive Plan

Resolution 9: Approval to grant Options to Managing Director - Mr Andrew Paterson

Resolution 10: Approval to amend Company Constitution

Voting exclusion statements

ASX voting exclusions

Corporations Act voting prohibitions

By order of the Board

Melanie Ross

Proxy appointment, voting and Meeting instructions

Appointment of a proxy

Corporate Shareholders

Votes on Resolutions

Chairperson voting undirected proxies

Voting entitlement (snapshot date)

Corporate representatives

Questions from Shareholders

Explanatory Statement

1. Annual Financial Report

2. Resolution 1: Adoption of Remuneration Report

3. Resolution 2: Re-election of Ms Melanie Leighton as a Director

3.1 Background

3.2

Biography

3.3 Directors’ recommendation

4. Resolution 3: Ratification of Prior Issue of Shares

4.1 Background

4.2

Regulatory requirements

4.3 Listing Rules information requirements

4.4 Directors’ recommendation

5. Resolution 4: Ratification of Prior Issue of Shares - Zebina Minerals Pty Ltd

5.1 Background

5.2 Regulatory requirements

5.3 Listing Rules information requirements

5.4 Directors’ recommendation

6. Resolution 5: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1

6.1 Background

6.2 Regulatory requirements

6.3 Listing Rules information requirements

6.4 Directors’ recommendation

7. Resolution 6: Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1A

7.1 Background

7.2 Listing Rules information requirements

7.3 Directors’ recommendation

8. Resolution 7 – Approval of Additional Placement Facility

8.1 Background

8.2 Applicable Listing Rules

8.3 Information on Additional Placement Facility

(a) Quoted securities

(b) Number of Equity Securities that may be issued

(c) Formula for Additional Placement Facility

Additional Placement Capacity = (A x D) – E

8.4 Listing Rule requirements

(a) Minimum price at which Equity Securities may be issued

(b) Risk of economic and voting dilution

Notes:

(c)

Date by which Equity Securities may be issued

(d)

Purpose for which Equity Securities may be issued

Allocation policy

(f) Previous approval under Listing Rule 7.1A

GREAT BOULDER RESOURCES LIMITED AGM Information 2019