GROUP 6 METALS LIMITED — AGM Information 2017

Oct 29, 2017

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of King Island Scheelite Limited ABN 40 004 681 734 (Company) will be held at Suite 26.01, Level 26, Suncorp Place, 259 George Street, Sydney NSW 2000, commencing 2.00PM AEDT on 30 November 2017.

1.	ITEMS OF GENERAL BUSINESS ................................................................................................ 3
2.	ITEM OF SPECIAL BUSINESS ................................................................................................... 4
3.	VOTING RIGHTS AND PROXIES ............................................................................................... 5
4.	HOW THE CHAIRMAN OF THE MEETING WILL VOTE UNDIRECTED PROXIES ............................ 5
5.	VOTING EXCLUSIONS ............................................................................................................. 5
6.	LODGING YOUR PROXY .......................................................................................................... 7
7.	DATE FOR DETERMIING HOLDERS OF SHARES ........................................................................ 7
8.	EXPLANATORY NOTES ............................................................................................................ 9
9.	INTERPRETATION ................................................................................................................. 25
10.	REGISTERED OFFICE ............................................................................................................. 25
11.	GLOSSARY ........................................................................................................................... 26
12.	PROXY FORM ....................................................................................................................... 29
13.	APPOINTMENT OF CORPORATE REPRESENTATIVE ............................................................... 32

Refer to the Explanatory Notes for further information on the proposed Resolutions.

Date: 26 October 2017

By order of the Board of King Island Scheelite Limited

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Ian Morgan Company Secretary

Telephone (02) 8622 1400 Facsimile (02) 8622 1401 www.kingislandscheelite.com.au

King Island Scheelite Limited ABN 40 004 681 734

Suite 26.01, Level 26 259 George Street Sydney NSW 2000 GPO Box 5154 Sydney NSW 2001

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1. ITEMS OF GENERAL BUSINESS

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1.1. ACCOUNTS AND REPORTS

To receive and consider the Financial Statements, Directors’ Report and Auditor’s Report for the Company for the financial year ended 30 June 2017.

Note: There is no requirement for Shareholders to approve these reports.

The statutory annual report is available for Shareholders to access and download from www.kingislandscheelite.com.au

If you would like to receive a hard copy of the statutory annual report free of charge you can contact the Company by telephoning +61 2 8622 1400.

1.2. ADOPTION OF THE REMUNERATION REPORT

Resolution 1

To consider and if thought fit, to pass, with or without amendment, the following resolution in accordance with section 250R of the Corporations Act as a non‐binding resolution:

That the Company adopts the Remuneration Report for the financial year ended 30 June 2017.

Notes:

• This Resolution is advisory only and does not bind the Company or the Directors.

• The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

• The Chairman of the Meeting intends to vote all available proxies in favour of adopting the Remuneration Report.

• If 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors must go up for re‐election.

1.3. RE‐ELECTION OF DIRECTOR – MR ALLAN DAVIES

Resolution 2

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

That Mr Allan Davies who retires from office and is eligible for re‐election, be re‐elected as a director of the Company.

Notes:

• Mr Davies has consented to be re‐elected a director of the Company.

• The non‐candidate Directors unanimously support the re‐election of Mr Davies.

• The Chairman of the Meeting intends to vote all available proxies in favour of Mr Davies’ re‐election.

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2. ITEM OF SPECIAL BUSINESS

2.1. APPROVAL OF 10% PLACEMENT FACILITY

Resolution 3

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

That for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the accompanying Explanatory Notes.

The Chairman of the Meeting intends to vote all available proxies in favour of approving the 10% placement facility.

2.2. APPROVAL OF GRANTING OF OPTIONS TO MR JACOBS

Resolution 4

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

That in accordance with Listing Rule 10.11, the Company be permitted and authorised to grant 3,000,000 Options as follows:

• (a) 1,000,000 Options for an exercise price of 6 cents each;

• (b) 1,000,000 Options for an exercise price of 8 cents each; and

• (c) 1,000,000 Options for an exercise price of 10 cents each

to Johann Jacobs or his nominee for nil cash consideration, and otherwise on the terms and conditions set out in the accompanying Explanatory Notes.

The Chairman of the Meeting intends to vote all available proxies in favour of approving the granting of Options to Mr Jacobs or his nominee.

2.3. APPROVAL OF GRANTING OF OPTIONS TO MR DAVIES

Resolution 5

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

That in accordance with Listing Rule 10.11, the Company be permitted and authorised to grant 3,000,000 Options as follows:

• (a) 1,000,000 Options for an exercise price of 6 cents each;

• (b) 1,000,000 Options for an exercise price of 8 cents each; and

• (c) 1,000,000 Options for an exercise price of 10 cents each

to Allan Davies or his nominee for nil cash consideration, and otherwise on the terms and conditions set out in the accompanying Explanatory Notes.

The Chairman of the Meeting intends to vote all available proxies in favour of approving the granting of Options to Mr Davies or his nominee.

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2.4. APPROVAL OF GRANTING OF OPTIONS TO MR ELLIS

Resolution 6

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

That in accordance with Listing Rule 10.11, the Company be permitted and authorised to grant 3,000,000 Options as follows:

• (a) 1,000,000 Options for an exercise price of 6 cents each;

• (b) 1,000,000 Options for an exercise price of 8 cents each; and

• (c) 1,000,000 Options for an exercise price of 10 cents each

to Chris Ellis or his nominee for nil cash consideration, and otherwise on the terms and conditions set out in the accompanying Explanatory Notes.

The Chairman of the Meeting intends to vote all available proxies in favour of approving the granting of Options to Mr Ellis or his nominee.

3. VOTING RIGHTS AND PROXIES

• A member who is entitled to attend and vote at the meeting has a right to appoint a proxy.

• This appointment may specify the proportion or number of votes that the proxy may exercise.

• The proxy need not be a member of the Company.

• A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes that each proxy may exercise, each proxy may exercise half of the votes.

4. HOW THE CHAIRMAN OF THE MEETING WILL VOTE UNDIRECTED PROXIES

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

5. VOTING EXCLUSIONS

5.1. Resolution 1

The Company will disregard any votes cast on Resolution 1 (Adoption of Remuneration Report) by a member of the Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member, unless:

• (a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution; or

• (b) the person is the chair of the meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote; and

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• (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

5.2. Resolution 3

The Company will disregard any votes cast on Resolution 3 by:

• (a) a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• (b) an Associate of that person.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5.3. Resolutions 4, 5 and 6

Corporations Act

The Company will disregard votes cast by Key Management Personnel or their Closely Related Parties in contravention of section 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

Listing Rules

The Company will disregard any votes cast on Resolution 4 by:

• (a) a person who is to receive securities in relation to the Company;

• (b) Mr Johann Jacobs; and

• (c) an Associate of that person (or those persons).

The Company will disregard any votes cast on Resolution 5 by:

• (a) a person who is to receive securities in relation to the Company;

• (b) Mr Allan Davies; and

• (c) an Associate of that person (or those persons).

The Company will disregard any votes cast on Resolution 6 by:

• (a) a person who is to receive securities in relation to the Company;

• (b) Mr Chris Ellis; and

• (c) an Associate of that person (or those persons).

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

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• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. LODGING YOUR PROXY

Completed and signed proxies must be sent by:

• Hand delivery to the Company’s registered office at Suite 26.01, Level 26, Suncorp Place, 259 George Street, Sydney NSW 2000;

• Scanning and emailing to Info@kisltd.com.au;

• Posting to King Island Scheelite Limited, GPO Box 5154 Sydney NSW 2001; or

• Facsimile to King Island Scheelite Limited on facsimile number +61 2 8622 1401

so that it is received not later than 2.00PM AEDT, 28 November 2017.

7. DATE FOR DETERMIING HOLDERS OF SHARES

For the purposes of regulation 7.11.37 of the Corporations Act and ASX Settlement Operating Rule 5.6.1, the Directors have set End of Day on 28 November 2017 as the time and date to determine holders of the Company’s ordinary fully paid shares for the purposes of determining entitlements to attend and vote at the Annual General Meeting.

Share transfers registered after that deadline will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

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8. EXPLANATORY NOTES

These Explanatory Notes are provided to the Shareholders of the Company to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Suite 26.01, Level 26, Suncorp Place, 259 George Street, Sydney NSW 2000, commencing 2.00PM AEDT, 30 November 2017.

The Board recommends that Shareholders read the accompanying Notice and these Explanatory Notes in full before making any decision in relation to the Resolutions.

8.1. FINANCIAL REPORTS

The Corporations Act requires the financial report (which includes the Financial Statements, Directors’ Report and Auditor’s Report) to be laid before the Meeting. There is no requirement for Shareholders to approve the report. However, the Chairman of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the management of the Company.

Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the Auditor’s Report.

8.2. RESOLUTION 1 REMUNERATION REPORT

The Remuneration Report of the Company for the financial year ended 30 June 2017 is set out in the Company’s 2017 Annual Report which is available on the Company’s website www.kingislandscheelite.com.au

The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel. The Chairman of the Meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report at the meeting. In addition, Shareholders will be asked to vote on the Remuneration Report.

The Resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act, 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”) that another meeting be held within 90 days at which all of the Company’s Directors must go up for re‐election.

The Company encourages all Shareholders to cast their votes on Resolution 1. Shareholders not attending the Meeting may use the enclosed Proxy Form to lodge their vote by appointing a Proxy. Any undirected proxies held by the Chairman of the Meeting, other Directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1, unless the vote is cast by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1.

Key Management Personnel of the Consolidated Entity are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s Key Management Personnel for the financial year ended 30 June 2017. Their Closely Related Parties are defined in the Corporations Act, and include certain

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of their family members, dependants and companies they control. If you choose to appoint a Proxy, you are encouraged to direct your Proxy how to vote on Resolution 1 by marking either “For”, “Against” or “Abstain” on the Voting Form for that item of business.

Recommendation

The Board recommends that Shareholders vote in favour of the adoption of the Remuneration Report.

8.3. RESOLUTION 2 RE‐ELECTION OF DIRECTOR RETIRING BY ROTATION

Under ASX Listing Rule 14.4, a director must not hold office without re‐election past the third annual general meeting following the director’s appointment or three years, whichever is longer. A director who retires in accordance with these requirements is eligible for re‐election.

Under ASX Listing Rule 14.5, an election of directors must be held each year.

Rule 19.3(b) of the Company’s constitution requires that no Director (who is not a managing director) may hold office without re‐election beyond the third annual general meeting following the meeting at which the Director was last elected or re‐elected.

The Directors to retire are those directors or director longest in office since last being elected.

The Directors to retire (both as to number and identity) is decided having regard to the composition of the board of Directors at the date of the notice calling the annual general meeting.

The Company may by resolution at an annual general meeting fill an office vacated by a Director by electing or re‐electing an eligible person to that office.

The retirement of a Director from office under the Company’s constitution and the re‐ election of a Director or the election of another person to that office (as the case may be) takes effect at the conclusion of the meeting at which the retirement and re‐election or election occurs.

Accordingly, Mr Davies is due to retire at the end of the meeting and offers himself for re‐ election to the Board.

Allan Davies (Independent Non‐Executive Director)

B.E (Mining)

Appointed 30 September 2013

Allan is a mining engineer and has over 40 years’ experience in the Australian and international coal and metalliferous mining industries. He is a registered mine manager in Australia and South Africa. Allan was a founding Director of Excel Coal Limited and as Executive Director – Operations for Excel Coal Limited, Allan had direct responsibility for operations and construction projects. From 2000 until early 2006, Allan worked for Patrick Corporation as Director, Operations. In addition, he was an Executive Director of

Whitehaven Coal from February 2009 until November 2012 and a Non‐Executive Director of QR Limited and QR National Limited (now called Aurizon Ltd) from October 2008 until December 2011. Previously a Non‐Executive Director of Qube Holdings, he was appointed Chairman in June 2017 (ASX: QUB).

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Recommendation

Messrs Jacobs and Ellis unanimously recommend that Shareholders vote in favour of the re‐ election of Mr Davies.

8.4. RESOLUTION 3 APPROVAL OF 10% PLACEMENT FACILITY

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12‐month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that:

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

• (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is an eligible entity for the purposes of ASX Listing Rule 7.1A.

The Company is seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility in addition to its 15% placement capacity under ASX Listing Rule 7.1. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. Further information is set out in section 8.4.1 (c) of the Notice.

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period (as defined below) without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

8.4.1. Description of ASX Listing Rule 7.1A

• (a) Shareholder Approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. At the date of the Notice, the Company only has quoted shares on issue and no quoted options or other convertible securities.

• (c) Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

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(A x D) – E

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement to issue:

• (i) plus the number of fully paid ordinary securities issued in the 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid ordinary securities that became fully paid in the 12 months;

• (iii) plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4. This does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without shareholder approval;

• (iv) less the number of fully paid ordinary securities cancelled in the 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under the ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

8.4.2. Number of Shares on Issue

At the date of the Notice, the Company has 209,608,702 Shares on issue.

8.4.3. Minimum Issue Price

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of the volume weighted average price ( VWAP ) of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

• (b) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

8.4.4. 10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires the earlier to occur of:

• (a) the date that is 12 months after the date of the annual general meeting at which approval is obtained; or

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• (b) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

8.4.5. Specific Information required by ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

• (a) the Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities in the relevant 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 Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ economic and voting power in the Company will be diluted as shown in the below table (in the case of options, only if the options are exercised). There is a risk that:

• (i) the market price for the Company’s Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

• (c) The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements

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under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii)

two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

				Variables
			50% decrease in Issue Price	Issue Price	100% Increase in Issue Price
	Issueprice examples		$0.019	$0.038	$0.076
Variable ‘A’ in ASX Listing Rule 7.1A.2	Number of Shares examples
Current Variable A	209,608,702	10% Voting Dilution	20,960,870	20,960,870	20,960,870
		Funds raised	$398,257	$796,513	$1,593,026
50% increase in Current Variable A	314,413,053	10% Voting Dilution	31,441,305	31,441,305	31,441,305
		Funds raised	$597,385	$1,194,770	$2,389,539
100% increase in Current Variable A	419,217,404	10% Voting Dilution	41,921,740	41,921,740	41,921,740
		Funds raised	$796,513	$1,593,026	$3,186,052

• (d) The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No options (including any options issued under the 10% Placement Facility) are exercised before the date of the issue of the Equity Securities;

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

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

• (v) The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

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• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes options, it is assumed that those options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is 3.8 cents ($0.038), being the closing price of the Shares on the ASX on [24 October 2017].

• (e) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking)).

• (f) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non‐cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non‐cash consideration as required by ASX Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to allocate the funds towards additional working capital while the Company progresses development funding for the Dolphin Project.

• (g) The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon the issue of any Equity Securities. The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

• (h) The identity of the allottees of Equity Securities will be determined on a case‐by‐ case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, a pro rata rights issue or other issue in which existing security holders can participate;

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

• (iii) the financial situation and solvency of the Company; and

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

• (i) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company.

• (j) Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be vendors of the new resources assets or investments.

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• (k) The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A at the Company’s Annual General Meeting held 2 November 2016.

• (l) As required to be disclosed under Listing Rule 7.3A.6(a), Equity Securities issued during the 12 months preceding the date of the Meeting are as follows:

	Fully diluted Equity Securities
Equity Securities on issue 12 months prior to the date of the Notice Equity Securities issued during the 12 months prior to the date of the Notice Dilution of Equity Securities	Number 174,251,702 44,357,000 25.5%

Date	The number of Equity Securities issued	The class of Equity Securities issued, and a summary of the terms of that class The names of the persons to whom the entity issued the securities or the basis on which those persons were determined The price at which the Equity Securities were issued and the discount (if any) that the issue price represented to closing market price	The class of Equity Securities issued, and a summary of the terms of that class The names of the persons to whom the entity issued the securities or the basis on which those persons were determined The price at which the Equity Securities were issued and the discount (if any) that the issue price represented to closing market price
7 Dec 2016 26 Jun 2017 Total	23,397,000 20,960,000	Issue Price Closing Market Price Discount Cents Cents Cents Ordinary fully paid shares1ranking pari‐passu with all existing Shares on issue Abex and Chrysalis2 4.68 5.50 0.82 3.94 3.20 ‐	Cash consideration $000 1,095 826
	44,357,000		1,9213

(m) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

• 1 Issued upon conversion of the Abex Convertible Notes and Chrysalis Convertible Notes.

• 2 As approved on 2 November 2016 by Shareholders.

3 $1,921,000 cash consideration received was spent on the Company’s working capital. Cash remaining ($1,502,000 at 30 June 2017) is intended to be spent on the Company’s working capital.

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8.4.6. Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the approval of the 10% Placement Facility.

8.5. RESOLUTIONS 4 TO 6 GRANTING OF OPTIONS TO DIRECTORS

8.5.1. Background

Subject to Shareholder approval, the Company proposes to grant a total of 3,000,000 Options to Johann Jacobs, 3,000,000 Options to Allan Davies and 3,000,000 Options to Chris Ellis, or their respective nominees, on terms and conditions as set out in these Explanatory Notes .

The exercise price of the proposed issue of Options that would be granted is 6 cents ($0.06), 8 cents ($0.08) and 10 cents ($0.10) which are respectively 58% higher, 111% higher and 163% higher than 3.8 cents ($0.038) ‐ being the latest traded price of the Shares.

Remuneration payable to Mr Jacobs

The cash remuneration paid to date by the Company to Mr Jacobs is at the rate of $30,987 p.a. plus 9.5% statutory superannuation for Mr Jacobs to be the Executive Chairman.

The remuneration received by Johann Jacobs (excluding $60,000 consulting fees) during the year ended 30 June 2017 is as follows:

Year		Consulting		Shares
	Salary	fees	Superannuation	based
	and fees		benefits	payments	Total
	$	$	$	$	$
2017	30,987	60,000	2,944	‐	93,931
2016	30,987	122,100	2,944	32,943	188,974

The $60,000 consulting fees are accrued and will be paid to Mr Jacobs or his nominee when the Company receives funding.

Remuneration payable to Mr Davies

The cash remuneration paid to date by the Company to Mr Davies is at the rate of $26,400 p.a. plus 9.5% statutory superannuation for Mr Davies to be an independent Non‐executive Director.

The remuneration received by Allan Davies during the year ended 30 June 2017 is as follows:

llows:
Year		Consulting		Shares
	Salary and	fees	Superannuation	based
	fees		benefits	payments	Total
	$	$	$	$	$
2017	26,400	‐	2,508	‐	28,908
2016	26,400	5,000	2,508	32,943	66,851

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Remuneration payable to Mr Ellis

The cash remuneration paid to date by the Company to Mr Ellis is at the rate of $26,400 p.a. plus 9.5% statutory superannuation for Mr Ellis to be an Executive Director.

The remuneration received by Chris Ellis during the year ended 30 June 2017 is as follows:

e remuneration lows:	received by Chris Ellis durin	g the year ended 30 Ju	ne 2017 is a
Year		Superannuation
	Salary and fees	benefits	Total
	$	$	$
2017	26,400	2,508	28,908
2016	26,400	2,508	28,908

8.5.2. Trading History

On 24 October 2017 the Company’s share price was 3.8 cents ($0.038). Since 1 November 2016, the Company’s lowest and highest share price trade on the ASX and monthly turnover are as follows:

Month	Monthly share price **range **	Monthly volume traded on ASX
November 2016	$0.04 to$0.05	226,000
December 2016	$0.043 to$0.055	337,706
January2016	$0.042 to$0.049	137,958
February2017	$0.042 to$0.07	177,600
March 2017	$0.047 to$0.065	173,217
April 2017	$0.042 to$0.05	337,706
May2017	$0.031 to$0.049	646,955
June 2017	$0.032 to$0.05	491,293
July2017	$0.032 to$0.033	20,000
August 2017	$0.025 to$0.03	172,458
September 2017	$0.028 to$0.05	568,567
to 24 October 2017	$0.038 to$0.041	57,440
Total	$0.025 to$0.07	3,346,900

8.5.3. Dilution effects on existing members interests

If the Options to be granted pursuant to Resolutions 4, 5 and 6 are exercised, the effect will be to dilute the interests of existing Shareholders.

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The table below sets out the impact of passing Resolutions 4, 5 and 6 inclusive, on the number of Shares and Options on an undiluted and diluted basis.

	Undiluted Shares	Fully diluted Shares	Potential dilution of issued capital
	Number	Number	%
Shares on issue at the date of the Notice	209,608,702	209,608,702	‐
Options on issue with an exercise price of 15 cents ($0.15) and expiring 31 December 2018	‐	2,000,000
Options on issue with an exercise price of 22 cents ($0.22) and expiring 31 December 2019	‐	3,000,000
Options on issue with an exercise price of 28 cents ($0.28) and expiring 31 December 2020	‐	4,000,000
Equity Securities on issue at the date of the Notice	209,608,702	218,608,702
Proposed granting of Options to Johann Jacobs or his nominee	‐	3,000,000	1.4%
Proposed granting of Options to Allan Davies or his nominee	‐	3,000,000	1.4%
Proposed granting of Options to Allan Davies or his nominee	‐	3,000,000	1.4%
New potential issued capital	209,608,702	227,608,702	4.2%

8.5.4. Opportunity costs and taxation consequences to the Company

It is not considered that from an economic and commercial point of view that there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company resulting from the granting of Options pursuant to Resolutions 4, 5 and 6. Australian Accounting Standards (AASBs) may require the Company to expense:

1. The 3,000,000 Options proposed to be granted to Mr Jacobs or his nominee, with the expense being transferred to an Option Reserve being estimated at $99,900;

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1. The 3,000,000 Options proposed to be granted to Mr Davies or his nominee, with the expense being transferred to an Option Reserve being estimated at $99,900; and

2. The 3,000,000 Options proposed to be granted to Mr Ellis or his nominee, with the expense being transferred to an Option Reserve being estimated at $99,900.

These amounts are expected to be transferred from the Option Reserve to Issued Capital when (and if) the Options are exercised. If the Options lapse, the amounts will remain in the Option Reserve.

8.5.5. Current Directors’ Interests

Equity Securities held by Mr Jacobs

The table below sets out Equity Securities held in the Company by Mr Jacobs’ related entities.

The movement, since Mr Jacobs’ appointment as a Director, in the number of Equity Securities of the Company held, directly, indirectly or beneficially, by Mr Jacobs, including his personally‐related entities is as follows:

Equity Securities	Number held 30 November 20124	Number held at the date of the Notice
Ordinary fully paid shares	29,167	2,487,871
Options on issue with an exercise price of 15 cents ($0.15) and expiring 31 December 2018	‐	1,000,000
Options on issue with an exercise price of 22 cents ($0.22) and expiring 31 December 2019	‐	1,500,000
Options on issue with an exercise price of 28 cents ($0.28) and expiring 31 December 2020	‐	2,000,000

4 Mr Jacobs commenced as a Director on 30 November 2012.

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Equity Securities held by Mr Davies

The table below sets out Equity Securities held in the Company by Mr Davies’ related entities.

The movement, since Mr Davies’ appointment as a Director, in the number of Equity Securities of the Company held, directly, indirectly or beneficially, by Mr Davies, including his personally‐related entities is as follows:

Equity Securities	Number held 30 November 20125	Number held at the date of the Notice
Ordinary fully paid shares	2,887,367	3,543,587
Options on issue with an exercise price of 15 cents ($0.15) and expiring 31 December 2018	‐	1,000,000
Options on issue with an exercise price of 22 cents ($0.22) and expiring 31 December 2019	‐	1,500,000
Options on issue with an exercise price of 28 cents ($0.28) and expiring 31 December 2020	‐	2,000,000

Equity Securities held by Mr Ellis

The table below sets out Equity Securities held in the Company by Mr Ellis’ related entities.

The movement, since Mr Ellis’ appointment as a Director, in the number of Equity Securities of the Company held, directly, indirectly or beneficially, by Mr Ellis, including his personally‐related entities is as follows:

Equity Securities	Number held 30 November 20126	Number held at the date of the Notice
Ordinary fully paid shares	5,489,905	48,209,220

5 Mr Davies commenced as a Director on 30 September 2013.

6 Mr Ellis commenced as a Director on 8 November 2012.

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8.5.6. Listing Rules

Pursuant to Listing Rule 10.13, the following information is provided regarding the approval sought under Listing Rule 10.11:

Rule 10.13.1: Name of person:

Johann Jacobs, Allan Davies and Chris Ellis

Rule 10.13.2: Number of securities to be issued:

Mr Jacobs 3,000,000 Options

Mr Davies 3,000,000 Options

Mr Ellis 3,000,000 Options

Rule 10.13.3: Date by which the securities are to be issued:

If Shareholders approve Resolutions 4, 5 and 6, the issue and allotment of the Options to Messrs Jacobs, Davies and Ellis, or their respective nominees, will occur on a date which is no later than one month after the date of this AGM.

Rule 10.13.4: Nature of relationship:

Johann Jacobs is the Executive Chairman of the Company.

Allan Davies is an independent Non‐Executive Director of the Company

Chris Ellis is an Executive Director of the Company

Rule 10.13.5: Issue price of the securities and a statement of terms of issue:

The Options will be granted to Johann Jacobs or his nominee for nil consideration.

Number of	Vesting Date	Expiry Date	Exercise Price per
Options			Share
1,000,000	31 December 2017	31 December 2022	6 cents ($0.06)
1,000,000	31 December 2017	31 December 2022	8 cents ($0.08)
1,000,000	31 December 2017	31 December 2022	10 cents ($0.10)
3,000,000

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The Options will be granted to Allan Davies or his nominee for nil consideration.

Number of	Vesting Date	Expiry Date	Exercise Price per
Options			Share
1,000,000	31 December 2017	31 December 2022	6 cents ($0.06)
1,000,000	31 December 2017	31 December 2022	8 cents ($0.08)
1,000,000	31 December 2017	31 December 2022	10 cents ($0.10)
3,000,000

The Options will be granted to Chris Ellis or his nominee for nil consideration.

Number of	Vesting Date	Expiry Date	Exercise Price per
Options			Share
1,000,000	31 December 2017	31 December 2022	6 cents ($0.06)
1,000,000	31 December 2017	31 December 2022	8 cents ($0.08)
1,000,000	31 December 2017	31 December 2022	10 cents ($0.10)
3,000,000

The Options are subject to the following salient terms and conditions:

• the Options will be issued at no cost;

• each Option entitles the holder thereof to subscribe for one Share in the Company;

• the Options may be exercised in whole or in part by notice in writing being delivered to the Company at any time prior to or on each Expiry Date;

• the exercise prices of the Options are:

• 3,000,000 Options for an exercise price of 6 cents;

• 3,000,000 Options for an exercise price of 8 cents; and

• 3,000,000 Options for an exercise price of 10 cents

for each Share subscribed for;

• any Option not exercised on or before each Expiry Date will expire and cease to carry any rights or benefits;

• a statement will be issued for the Options. A new holding statement will be issued when a change takes place in the number of Options held;

• the holder of Options will not have the right to participate in new issues of capital which may be offered to Shareholders during the currency of the Options.

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Any change to the Option’s exercise price or the number of underlying securities must be made in accordance with Listing Rules 6.21 and 6.22;

• the rights of the holders of Options will change to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation;

• the Options are freely transferable;

• Shares issued pursuant to the exercise of the Options will be allotted following receipt of all relevant documents and payments in respect thereto and will rank for dividends pro rata with the existing issued Shares, as at the date of exercise of the Options. Subject to any ASX ruling regarding Restricted Securities, Shares so issued will rank pari passu with the then issued Shares of the Company; and

• the Options will not be listed on the ASX. The Company will make application for any Shares issued upon the exercise of any Option to be granted Official Quotation by the ASX.

Rule 10.13.6A: Intended use of the funds:

No funds will be raised from the issue of Options. On an exercise of an Option, the Option holder will subscribe the Exercise Price per Share. The Company intends to allocate these funds towards additional working capital while the Company progresses development funding for the Dolphin Project.

Rule 10.13.6: A voting exclusion statement:

A Voting Exclusion Statement is included at paragraph 5 of the Notice.

Rule 7.2, Exception 14: Approval not required under Rule 7.1:

As approval for the issue of the Options referred to in Resolutions 4, 5 and 6 is being sought under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

8.5.7. Section 208 of the Corporations Act

Section 208(1) of the Corporations Act provides that a public company must not, without the approval of the Company’s members, give a financial benefit to a related party unless an exception to the prohibition as set out in sections 210 to 216 of the Corporations Act applies to that issue.

As Directors of the Company, Johann Jacobs, Chris Ellis and Allan Davies are related parties of the Company for the purposes of section 228(2) Corporations Act. The issue of the Options will constitute the giving of a financial benefit to a related party for the purposes of section 229(3)(e) of the Corporations Act.

The Board, with the relevant Director abstaining on each respective resolution, has resolved that the grant of the Options to each Director constitutes reasonable remuneration within the meaning of section 211(1) of the Corporations Act as:

• the Company wishes to maximise the use of its cash resources towards the Company’s development and equity based incentives, such as options, are used to supplement cash based remuneration; and

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• the granting of the options package proposed is commensurate with market practice.

Accordingly, Shareholder approval is not required under section 208(1) of the Corporations Act, however approval is still required for the purposes of Listing Rule 10.11.

9. INTERPRETATION

For the purposes of interpreting the Explanatory Notes and the Notice:

• (a) the singular includes the plural and vice versa;

• (b) words importing any gender include the other genders;

• (c) reference to any statute, ordinance, regulation, rule or other law includes all regulations and other instruments and all consolidations, amendments, re‐ enactments or replacements for the time being in force;

• (d) all headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define, limit or affect the meaning or interpretation of the Explanatory Notes and the Notice;

• (e) reference to persons includes bodies corporate and government authorities and in each and every case, includes a reference to the person’s executors, administrators, successors, substitutes (including without limitation persons taking by novation and assignment); and

• (f) reference to cents , $ , A$ , Australian Dollars or dollars is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia.

10. REGISTERED OFFICE

King Island Scheelite Limited ABN: 40 004 681 734

Suite 26.01, Level 26, Suncorp Place, 259 George Street, Sydney NSW 2000

Telephone: +61 2 8622 1400

Facsimile: + 61 2 8622 1401

www.kingislandscheelite.com.au

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11. GLOSSARY

Abex means Abex Resource Holdings Pty Limited ACN 146 565 906, a company in which:

• (a) Mr Richard Willmot Chadwick and Mrs Gwenda Ann Chadwick hold a relevant interest; and

• (b) Mr Johann Jacobs, a director of the Company, is also a director of Abex.

Abex Convertible Notes means the two convertible notes issued by the Company to Abex in accordance with the

redeemable convertible note subscription deeds dated 16 December 2015, varied on 29 June 2016 and on or about 18 August 2016.

AEDT means Australian Eastern Daylight Time.

AEST means Australian Eastern Standard Time .

AGM or Annual General Meeting means the annual general meeting to commence 2.00PM AEDT on 30 November 2017 and notified to the Company’s Shareholders by this Notice.

Associate has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act.

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules means the official listing rules issued and enforced by the ASX, as amended from time to time.

Board or Board of Directors means the board of Directors of the Company.

Chrysalis means Chrysalis Investments Pty Limited ACN 064 046 224 as trustee for The Ellis Family Trust, a trust in which Mr Chris Ellis, a Director, holds a relevant interest.

Chrysalis Convertible Notes means the two convertible notes issued by the

Company to Chrysalis in accordance with the redeemable convertible note subscription deeds dated 16 December 2015, varied on 29 June 2016 and on or about 31 August 2016.

Closely Related Party of a member of the Key Management Personnel means:

• (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) as amended from time to time.

Company means King Island Scheelite Limited ABN 40 004 681 734.

Consolidated Entity means the Company together with all the entities it is required by the accounting standards to include in consolidated financial statements.

Constitution means the constitution of the Company, as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Director means a director of the Company.

End of Day means on any Trading Day, 7.00pm Sydney time or such other time as ASX Settlement may from time to time determine.

Equity Securities has the same meaning as in the ASX Listing Rules.

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Explanatory Notes means the notes included in the Notice which convened this meeting.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Entity, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Meeting means the AGM.

Notice means this notice of Annual General Meeting.

Remuneration Report means the remuneration report which forms part of the Directors’ Report of the Company for the financial year ended 30 June 2017 and which is set out in the 2017 Annual Report.

Share means a fully paid ordinary share in the issued capital of the Company and Shares has a corresponding meaning.

Shareholder means shareholder of the Company and Shareholders has a corresponding meaning.

Trading Day means a day determined by the ASX to be a Trading Day, notified to market participants, and otherwise as defined by the ASX Listing Rules .

VWAP means arithmetic average of the daily volume weighted average price of the ordinary shares in the Company traded on the ASX.

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12. PROXY FORM

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STEP 1 APPOINT A PROXY

Shareholder Details

Name(s):

Address:

Contact Telephone Number:

Contact Email Address:

Contact Name (if different from above):

I/We, being a member/s of King Island Scheelite Limited ABN 40 004 681 734 ( Company ) hereby appoint

(insert name / address)

or failing him or her the Chairman of the Meeting [1] as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at Suite 26.01, Level 26, Suncorp Place, 259 George Street, Sydney NSW 2000, commencing at 2.00PM AEDT 30 November 2017, and at any adjournment of that meeting.

• 1 If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item of business. Other than the Chairman (as expressly authorised by this proxy), the Directors and other Key Management Personnel of the Consolidated Entity and their Closely Related Parties (see the Notice of Meeting and overleaf) will not cast any votes in respect of Resolutions 1, 4, 5 and 6 that arise from undirected proxies that they hold.

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

Chairman of the Meeting is authorised to exercise proxies on remuneration related matters (Resolutions 1, 4, 5 and 6): If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default, by signing and submitting this form I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolutions 1 4, 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 1 4, 5 and 6 is connected directly or indirectly with the remuneration of a member of key management personnel for the Company, which includes the Chairman.

If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), and you wish to give the Chairman specific voting directions on an item, you should mark the appropriate box/es opposite those items in step 2 below (directing the Chairman of the Meeting to vote for, against or to abstain from voting).

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 computing the required majority on a poll.

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PROXY FORM ANNUAL GENERAL MEETING

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STEP 2 VOTING INSTRUCTIONS

This proxy is to be used in respect of all / % ( number ) of the Ordinary Shares I / we hold.

I/We instruct my/our proxy to vote as follows (the resolutions are numbered as in the Notice of Annual General Meeting):

For Against Abstain

To consider and, if thought fit, to pass, with or without amendment, the following resolutions:

Resolution 1: To adopt the Remuneration Report.

Resolution 2: To re‐elect Allan Davies as a Director of the Company.

Resolution 3: To approve 10% Placement Facility (special resolution).

Resolution 4: To approve granting of Options to Johann Jacobs

Resolution 5: To approve granting of Options to Allan Davies

Resolution 6: To approve granting of Options to Chris Ellis

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(insert name / address)

STEP 3 SIGNATURE OF SHAREHOLDER

Dated: ________2017

Individuals and joint holders Companies (affix common seal if appropriate)

Signature

Director

Signature

Director/Company Secretary

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Instructions for Completing Proxy Form

• (a) A member entitled to attend and vote at a Meeting is entitled to appoint a proxy to attend and vote on behalf of that member.

• (b) You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on one item, your vote on that item will be invalid.

• (c) Any undirected proxies held by the Chairman of the Meeting, other directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolutions 1 4, 5 and 6, unless the vote is cast by the Chairman of the Meeting pursuant to an express authorization on the Proxy Form made by a Shareholder who is entitled to vote on Resolutions 1, 4, 5 and 6.

• (d) Key management personnel of the Consolidated Entity are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Entity, directly or indirectly. The Remuneration Report identifies the Consolidated Entity’s Key Management Personnel for the financial year to 30 June 2017. Their Closely Related Parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

• (e) A duly appointed proxy need not be a member of the Company. This form should be signed by the member. If a joint holding, either member may sign. If signed by the member’s attorney, the power of attorney must have been previously noted by the Company or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the member’s constitution and the Corporations Act.

• (f) 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:

• (i) directors of the company;

• (ii) a director and a company secretary of the company; or

• (iii) for a proprietary company that has a sole director who is also the sole company secretary – that director.

• (g) For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• (h) Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

• (i) Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

• (j) To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form by:

• (i) Hand delivery to the Company’s registered office at Suite 26.01, Level 26, Suncorp Place, 259 George Street, Sydney NSW 2000;

• (ii) Scanning and emailing to Info@kisltd.com.au;

• (iii) Post to King Island Scheelite Limited, GPO Box 5154 Sydney NSW 2001; or

• (iv) Facsimile to King Island Scheelite Limited on facsimile number +61 2 8622 1401,

so that it is received not later than 2.00PM AEDT,28 November 2017.

• (k) Proxy forms received later than this time will be invalid.

• (l) Chapter 2C of the Corporations Act requires information about you as a member (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. You can access your personal information by contacting the Company at the address or telephone number shown on this form.

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13. APPOINTMENT OF CORPORATE REPRESENTATIVE

Pursuant to Section 250D of the Corporations Act

____________ ( ABN / ACN/ARBN )

---

(Insert name of Shareholder/Body Corporate & ACN/ARBN)

Hereby Authorises

---

(Insert name of appointee)

• (*) 1. To act as the Company’s representative at all General Meetings of King Island Scheelite Limited ABN 40 004 681 734.

• (*)2. To act as the Company’s Representative at the Annual General Meeting to be held at 2.00PM AEDT 30 November 2017 and any adjournment thereof.

Dated this ____ day of _______ 2017

Executed by the corporation in accordance with its Constitution/Section 127 of the

Corporations Act in the presence of:

• () Director () Sole Director & Sole Secretary

• (*) Director/Secretary

Affix Common Seal here (optional)

• (*) Delete if not applicable

This authority may be sent to the registered office or share registry office of the Company in advance of the meeting as set out in the Notice of Annual General Meeting which this appointment accompanies or handed in at the Annual General Meeting when registering as a company representative. In either case, the authority will be retained by the Company.

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