IONEER LTD — AGM Information 2017

Aug 27, 2017

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Global Geoscience Limited ACN 098 654 606

Notice of Annual General Meeting 2017

GLOBALGEO.COM.AU

Notice of Annual General Meeting Global Geoscience Limited ACN 098 564 606

Notice is given that the 2017 Annual General Meeting ( AGM ) of Shareholders of Global Geoscience Limited (the Company ) will be held at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney on Thursday, 28 September 2017 at 10:00am (Sydney time).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the Definitions section of the Explanatory Memorandum.

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Business of the Annual General Meeting

Ordinary Business

expressly authorises the Chairman to vote in that capacity on Item 3.

Special Business

4. Remuneration of Non-Executive Directors

1. Financial Statements and Reports

To receive and consider the consolidated financial statements of the Company and its controlled entities and the reports of the Directors and Auditor for the financial year ended 30 June 2017.

2. Re-election of Directors

To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:

• (a) That Mr Alan Davies (who retires in accordance with rule 6.4(a) of the Company’s Constitution, and being eligible) is re-elected as a Director.

• (b) That Mr Patrick Elliott (who retires in accordance with rule 6.4(a) of the Company’s Constitution, and being eligible) is re-elected as a Director.

3. Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the Remuneration Report for the year ended 30 June 2017 be adopted.

As required by the Corporations Act, no votes may be cast (in any capacity) on this resolution 3 by or on behalf of a member of the Company’s Key Management Personnel (details of whose remuneration is included in the Remuneration Report), or a closely related party of any such member, unless:

• (a) the person votes as a proxy appointed by writing that specifies how the person is to vote on the proposed resolution in Item 3; and

• (b) the vote is not cast on behalf of any such member or closely related party of any such member.

The prohibition in the Corporations Act on members of the Company’s Key Management Personnel voting does not apply to the Chairman as a proxy for a member entitled to vote where the proxy appointment

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, for the purposes of ASX Listing Rule 10.17, rule 6.4(a) of the Company’s Constitution and for all other purposes, the maximum aggregate annual remuneration of the Non-Executive Directors be increased by $800,000 from $200,000 to $1,000,000 per annum.

As required by the ASX Listing Rules, the Company will disregard any votes cast on the proposed resolution in Item 4 by a Director (and an associate of a Director).

However, the Company need not disregard a vote cast on the proposed resolution in Item 4 if it is cast by:

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

• (b) the Chairman of the Meeting as proxy for a person who is entitled to vote on the resolution and the vote is cast in accordance with the disclosure on the proxy form as to the manner in which the Chairman intends to vote on the resolution, should no direction be given on the proxy form by the person appointing the proxy as to how the Chairman is to vote on that resolution.

The Corporations Act also excludes members of the Company’s Key Management Personnel (or a closely related party of any such member) to vote on the proposed resolution in this resolution 4 unless the vote is cast:

• (a) as a proxy for a person entitled to vote on the resolution and the vote is cast in accordance with the directions on the proxy form that specify how the person is to vote on that resolution; or

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• (b) the Chairman as proxy for a person who is entitled to vote on the resolution, and the proxy appointment expressly authorises the Chairman to exercise the proxy even if that resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel.

5. Appointment of Auditor

By Order of the Board

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Joanna Morbey , Company Secretary 24[th] August 2017

Resolution 5 will be put to the Meeting if ASIC has consented to the resignation of BDJ Partners as the Company's auditor. See the Explanatory Memorandum for details regarding the resignation of BDJ Partners.

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Ernst & Young be appointed as auditor of the Company and that Ernst & Young’s signed Consent to Act be received and recorded.

6. Approval of 10% Placement Facility

To consider and, if thought fit, pass the following resolution as a special resolution:

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

The Company will disregard any votes cast on Resolution 6 by any person who may participate in the issue of Equity Securities under the 10% Placement Facility and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed, and any associate of any of those persons.

However, the Company need not disregard a vote if:

• (a) the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the proxy form; or

• (b) the vote is cast by the Chairman (in that capacity) for a person entitled to vote, pursuant to an express authorisation to exercise the proxy.

Note: The proposed allottees, if any, of any Equity Securities under the 10% Placement Facility are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not receive a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

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Notes and voting instructions

Action to be taken by Shareholders and how to vote

Shareholders should read the Notice and the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Shareholders can vote in one of two ways by:

• (a) attending the AGM and voting in person or by attorney, or in the case of corporate members, by corporate representative; or

• (b) appointing a proxy to attend the AGM and vote on their behalf by using a proxy form enclosed with this Notice.

Voting in person or by attorney

Shareholders are asked to arrive at the venue from 9:45am (Sydney time) to allow for registration for the AGM. To help facilitate registration, please bring the proxy form enclosed with this Notice.

An individual attending the AGM as corporate representative must present satisfactory evidence of his or her appointment to attend on the company’s behalf, unless previously lodged with the Company or the Company’s Share Register (the Share Registry ). Attorneys should bring with them the original or certified copies of the power of attorney under which they have been authorised to attend and vote at the AGM, unless previously lodged with the Company or the Share Registry.

Proxies

This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the AGM or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the AGM in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Shareholders who complete and return their Proxy Form but do not nominate the identity of the proxy will be taken to have appointed the Chairman of the AGM as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the AGM, the Chairman will act in place of the nominated proxy. In each case, the Chairman will vote in accordance with any voting directions specified by the member in the Proxy Form. Undirected proxies will be voted in accordance with the Chairman’s voting intentions (see Undirected Proxies below).

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Undirected Proxies

If you appoint the Chairman as your proxy (including by default) and you do not specify how the proxy is to vote, you expressly authorise the Chairman to exercise cast your vote “for” each item of business, even (in the case of Items 3 and 4) where the resolutions are connected directly or indirectly with the remuneration of one or more members of the Key Management Personnel, which includes the Chairman.

The Chairman intends to vote undirected proxies in favour of all resolutions on the agenda for the meeting.

Any undirected proxy given to a Director (other than the Chairman), any “associate” of a Director, or other member of the Key Management Personnel of the Company or their related parties for Items 3 and 4 will not be cast, unless shareholders specify how the proxy should vote on the shareholder proxy form.

Entitlement to vote

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 26 September 2017 at 10:00am (Sydney time).

Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the AGM. Copies of the report can be found on the Company’s website www.globalgeo.com.au or by contacting the Company on (02) 9922 5800.

There is no requirement for Shareholders to approve the Annual Report.

A Shareholder can direct its proxy to vote for, against or abstain from voting on Items 2 to 6 by marking the appropriate box on the proxy form for each of those items of business.

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Shareholders will be offered an opportunity to:

• (a) discuss the Annual Report;

• (b) ask questions or comment on the management of the Company;

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the AGM, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• (a) the preparation and the content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the AGM to the Company Secretary at the Company's registered office.

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Explanatory Memorandum

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the AGM to be held at held at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney on Thursday, 28 September 2017 at 10:00am (Sydney time).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

Item 1 – Financial Statements and Reports

Item 3 – Remuneration Report

The Corporations Act requires the Financial Report (which includes Financial Statements and Directors’ Declaration), the Directors’ Report and the Auditor’s Report to be laid before the AGM.

There is no requirement either in the Corporations Act or in the Company’s Constitution for members to approve the Financial Report, the Directors’ Report or the Auditor’s Report.

Shareholders will have a reasonable opportunity at the AGM to ask questions and make comments on these reports and on the business and operations of the Company. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the Auditor’s Report and the conduct of the audit of the Financial Report.

The Company’s Annual Report (which includes the Financial Report) is available at www.globalgeo.com.au.

Item 2 – Re-election of Directors

The Company’s constitution requires that an election of directors must take place each year. Each year:

• (a) one third of the Directors (or the nearest whole number); and

• (b) any Director who has held office without reelection past the third annual general meeting,

(excluding the Managing Director and Directors appointed to fill casual vacancies), must retire as a Director. If eligible, that Director may then offer themselves for re-election. Certain other requirements apply as to which Director must retire for the purposes of re-election.

Pursuant to rule 6.4(a) of the Company’s Constitution, Mr Alan Davies and Mr Patrick Elliott each retire as a Director at the AGM. Being eligible, each of them offers themselves for re-election as a Director.

Information on the skills and experience for each of Mr Davies and Mr Elliott is set out in the Company’s 2017 Annual Report at pages 16 and 17.

Those of the Directors who are not the subject of a reelection resolution, support the re-election of Mr Davies and Mr Elliott.

The Directors' Report for the year ended 30 June 2017 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors. The Company’s Annual Report (which includes the Directors’ Report) is available at www.globalgeo.com.au.

The Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Corporations Act expressly provides that the vote is advisory only and does not bind the Directors or the Company.

Shareholders attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of resolution 3. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on resolution 3, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation to vote the proxy in accordance with the Chairman’s intention.

The Board unanimously recommends that Shareholders vote in favour of the resolution.

The Corporations Amendment (Improving Accountability on Director and Executive

Remuneration) Act 2011 (Cth) gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive AGMs, the Company will be required to put to Shareholders at the second AGM, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

At the Company’s 2016 Annual General Meeting the remuneration report was approved by over 75% of shareholders.

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In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this AGM, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

Item 4 – Remuneration of Non-Executive Directors

ASX Listing Rule 10.17 and Rule 6.3(c) of the Company’s Constitution, require the Company to approve at a general meeting any increase in the total amount of Non-Executive Directors’ remuneration that can be paid each year. The current limit of $200,000 has been in place since the Company was listed on the ASX in 2007. Resolution 4 proposes an increase in the maximum fee pool that can be paid to NonExecutive Directors each year from $200,000 per annum to $1,000,000 per annum, an increase of $800,000 per annum.

A review of Non-Executive Director remuneration was conducted following year end by the Remuneration Committee (the Committee ). The focus was to consider whether the existing remuneration fees remained appropriate, in light of the fact that there has been no increase since the Company’s listing in 2007. The Committee also considered whether there would be potential within the existing Non-Executive Director maximum fee pool to accommodate future fee increases and the possible appointment of a NonExecutive Director. The Committee believes the increase will allow the Company to continue to attract and retain leading directors the Company has to date and needed in the future to achieve the Company’s business objectives.

The proposed increase would allow flexibility for market increases in the future and the capacity to appoint other Non-Executive Directors as required, as well as allowing better succession planning by facilitating the appointment of a new Non-Executive Director before the retirement of an existing NonExecutive Director. Considering the number of meetings that Directors are required to attend, the fact that most also serve on the Board and that the remuneration pool has not increased since the Company’s listing on the ASX in 2007, the Company considers it appropriate to propose an increase to the maximum fee pool.

Should Shareholders approve resolution 4 then the Company intends to increase the Non-Executive Directors’ fees available as set out above with effect from 1 November 2017. Shareholders should note that this proposal allows the Board the scope to increase Non-Executive Directors’ fees within a maximum aggregate amount over time. If Shareholders approve the proposed maximum fee pool, the actual fees paid will not increase to this maximum in one step. Rather, there may be a series of adjustments over time.

Notice, in particular the disclosure in relation to voting on undirected proxies.

As the Directors are precluded from voting on this resolution, they make no recommendation as to how Shareholders should vote.

Item 5 – Appointment of Auditor

BDJ Partners ( BDJ ) has been the auditor of the Company since its listing on the ASX in 2007. The Board has been very satisfied with the services of BDJ as Company auditor and thanks BDJ for their services provided as auditor of the Company. However, given the period of time that BDJ has acted as the Company's auditor, the Audit Committee has reviewed the role of auditor and consider that in accordance with good governance practice, it is appropriate that the Company's auditor changes.

As a consequence, the Company has requested BDJ apply to ASIC under subsection 329(5) of the Corporations Act for consent to resign as auditor of the Company with effect from the end of the AGM. Once ASIC notifies BDJ and the Company that it consents to BDJ’s resignation, BDJ will give its notice of resignation to the Company with effect from the end of the AGM.

The Company has received a notice from Joanna Morbey being a Member, nominating Ernst & Young as the new auditor of the Company. In accordance with section 328B of the Corporations Act, a copy of the notice of nomination of Ernst & Young received by the Company from Joanna Morbey is attached as Annexure A.

Ernst & Young has consented in writing to act as auditor of the Company.

The Audit Committee has also noted that Ernst & Young is registered as an auditor under section 1280 of the Corporations Act and is a well-established firm with the necessary expertise and resources to meet the Company's requirements. Consequently, subject to the Company receiving all necessary approvals from ASIC and shareholder approval at the AGM, Ernst & Young has been nominated and selected to become the new auditor of the Company.

The Corporations Act requires that Shareholders approve the appointment of the new auditor.

If ASIC consents to BDJ’s resignation as the Company's auditor, the Directors unanimously recommend that Shareholders vote in favour of the appointment of Ernst & Young as the Company's auditor. If ASIC does not consent to BDJ’s resignation as the Company's auditor, BDJ will continue as the Company's auditor and Resolution 5 will not be put to the AGM.

Current Non-Executive Directors who have been issued with Securities that were approved by Shareholders within the 3 preceding years are set out in Schedule 1.

In relation to voting on this item of business, your attention is drawn to the voting instructions in this

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Item 6 – Approval of 10% Placement Facility

General

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 Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity and expects to be an eligible entity as at the date of the AGM.

While the Company has no current intention to use the 10% Placement Facility, the Company is now seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The Company may use funds any 10% Placement Facility for funding of specific projects and/or general working capital, as well as non-cash consideration purposes.

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:

(A x D) – E

Where:

A is the number of shares on issue 12 months before the date of issue or agreement:

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

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

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

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

D is 10%

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to paragraph (c) below).

The Board believes that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 6 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).

Description of 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.

The Company currently has one class of quoted Equity Securities, being the Shares.

• (c) Formula for calculating 10% Placement Facility

E is 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 the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to paragraph (c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity 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 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)

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to

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are issued as part of consideration for the acquisition of a new asset,

above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

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

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

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

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

• (c) The table in Schedule 2 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".

• (d) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under resolution 5 for the issue of Equity Securities pursuant to the 10% Placement Facility 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).

( 10% Placement Period ).

Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (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 over the 15 Trading Days 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 five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the table in Schedule 2. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the AGM; 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 or the Equity Securities

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

• (i) as non-cash consideration in relation to the acquisition of new resource assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration, in which case, the Company intends to use funds raised for expanding or accelerating the Company’s existing business activities (including expenses associated with the Rhyolite Ridge Lithium-Boron Project), pursuing other acquisitions that have a strategic fit or will otherwise add value to shareholders (including expenses associated with such acquisitions) and general working capital.

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

• (f) 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. The identity of the recipients 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 purpose of the issue;

• (ii) 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;

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

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

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

The recipients 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.

Further, if the Company is successful in acquiring new resource assets or investments, it is likely that the recipients under the 10% Placement Facility will be the vendors of the new assets or investments.

• (g) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the Company’s 2016 AGM held on 25 November 2016.

In the 12 months preceding the date of the AGM the Company issued a total of 229,207,717 Equity Securities which represents 23% of the total number of Equity Securities on issue at 25 November 2016. The Equity Securities issued in the preceding 12 months are set out in Schedule 3 to this Notice.

• (h) 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.

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Definitions

$ means Australian Dollars.

10% Placement Facility has the meaning in the Explanatory Memorandum for Item 5.

10% Placement Period has the meaning in the Explanatory Memorandum for Item 5.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2017.

Associate has the meaning given in section 318 of the Income Tax Assessment Act 1936.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Chairman means the chairman of this AGM.

Closely Related Party means has the meaning in section 9 of the Corporations Act.

Company means Global Geoscience Limited ACN 098 564 606.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

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

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Notice means this notice of meeting.

Non-Executive Director means a member of the Company’s Board of Directors who is not a part of the executive team.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to this Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Securities has the same meaning as in the Listing Rules.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

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VWAP means volume weighted average price.

In this Notice, words importing the singular include the plural and vice versa.

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Annexure A

10 August 2017

The Directors Global Geoscience Limited Suite 203, 161 Walker Street North Sydney NSW 2060

Dear Sirs,

Notice of nomination of auditor

I, being a member of Global Geoscience Limited and in accordance with section 328B of the Corporations Act 2001 (Cth), hereby nominate Ernst & Young of 200 George Street, Sydney NSW, for appointment as auditor of Global Geoscience Limited and its controlled entities at the next Annual General Meeting.

Yours sincerely,

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Joanna Morbey

Global Geoscience Limited | Notice of Annual General Meeting 2017

13

Schedule 1 – Securities issued to current Non-Executive Directors in the preceding three years

Non-Executive Director	Securities	Date of issue
John Daniel Hofmeister	500,000 options	23 May 2017
Alan John Bruce Davies	500,000 options	23 May 2017
Patrick James Dymock Elliott	1,500,000 Class A performance rights 1,500,000 Class B performance rights 1,500,000 Class C performance rights	27 February 2017
	1,000,000 options	3 December 2014
James Derrick Calaway	40,000,000 options	13 April 2017

For the purposes of Listing Rule 10.17, the following Securities were also issued to Non-Executive Directors in the preceding three years:

• (a) in lieu of outstanding director fees, shareholders approved under Listing Rule 10.11 the issue of 6,577,144 ordinary shares to Patrick James Dymock Elliott on 4 December 2015; and

• (b) to participate in a shortfall offer, shareholders approved under Listing Rule 10.11 the issue of 5,000,000 ordinary shares and 2,500,000 options to Patrick James Dymock Elliott on 3 November 2014.

Schedule 2 – Dilution of shareholding scenarios

This table shows:

• (a) 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” (Variable “A” is based on the number of ordinary securities the Company has on issue);

• (b) two examples where variable “A” has increased, by 50% and 100%. 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 under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

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

Variable ‘A’ in Listing Rule 7.1A2		Dilution
		$0.0975 50% decrease in Issue Price	$0.195 Issue Price (Current)	$0.39 100% increase in Issue Price
Current Variable A 1,139,285,087Shares	10% voting dilution	113,928,509	113,928,509	113,928,509
	Funds raised	11,108,030	22,216,059	44,432,118
50% increase in current Variable A 1,708,927,631 Shares	10% voting dilution	170,892,763	170,892,763	170,892,763
	Funds raised	16,662,044	33,324,089	66,648,178
100% increase in current Variable A 2,278,570,174 Shares	10% voting dilution	227,857,017	227,857,017	227,857,017
	Funds raised	22,216,059	44,432,118	88,864,237

The table assumes:

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

• (b) No Options or performance rights are exercised into Shares before the date of the issue of the Equity Securities. The Company has 75,000,000 unlisted options and 28,000,000 performance rights on issue at the date of this Notice.

• (c) 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%.

• (d) 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 AGM.

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

• (f) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

• (g) At the date of this Notice, there are currently 1,139,285,087 Shares on issue.

• (h) The issue price is $0.195, being the closing price of the Shares on ASX on 11 August 2017.

Schedule 3 – Equity Securities issued in previous 12 months

Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 (if any) on the trading day prior to the issue	If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration– a description of the consideration and the current value of the consideration
14/7/17	11,031,440 Shares (subject to voluntary escrow until 15 December 2017)	Note 2	Vendors of the Rhyolite Ridge Lithium-Born Project in Nevada	VWAP of $0.181 and no discount applied.	Part consideration for the acquisition of the Rhyolite Ridge Lithium-Boron Project in Nevada
30/6/17	200,000 Shares	Note 2	Issued on exercise of unlisted Options (ASX:GSCAQ)	$0.07 per Option	Conversion of unlisted GSCAQ Options. The funds raised of approximately $14,000 were used for general corporate and working capital purposes
23/5/17	1,000,000 Options	Note 7	Non-executive Directors	Nil	Options not yet exercised and issued to non- executive directors on appointment
26/4/17	500,000 Shares	Note 2	Issued on exercise of unlisted Options (ASX:GSCAQ)	$0.07 per Option	Conversion of unlisted GSCAQ Options. The funds raised of approximately $35,000 were used for general corporate and working capital purposes
24/4/17	17,000,000 Shares	Note 2	Eligible directors, officers and contractors upon satisfactory performance against set performance conditions	N/A	Conversion of Class A performance rights as part of remuneration as approved by shareholders
13/4/17	42,100,000 Shares 40,000,000 Options	Note 2 Note 6	Lithium Investors Americas LLC and HSBC Custody Nominees (Aust) Ltd Lithium Investors Americas LLC	$0.125 per Share (being a 30% discount to the Market Price of $0.18 on the day prior to issue) Nil	The funds raised of approximately $5,265,500 were employed to advance the Rhyolite Ridge Lithium-Boron Project and for general corporate and working capital purposes
22/3/17	80,000 Shares 2,500,000 Options	Note 2 Note 5	Catch Advisory Group Inc. Catch Advisory Group Inc. and Jay-V Inc.	$0.15 per Share (no discount) Nil	Consideration of $12,000 for on-going consultancy fees and services

Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 (if any) on the trading day prior to the issue	If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration– a description of the consideration and the current value of the consideration
14/3/17	1,000,000 Shares 1,000,000 Shares	Note 2 Note 2	Issued on exercise of unlisted Options (ASX:GSCAM) Issued on exercise of unlisted Options (ASX:GSCAQ)	$0.047 per Option $0.07 per Option	Conversion of unlisted GSCAM Options, consideration of $47,000 Conversion of unlisted GSCAQ Options, consideration of $70,000 Each for general corporate and working capital purposes
27/2/17	51,000,000 performance rights	Note 4	Eligible directors, officers and upon satisfactory performance against set performance conditions	N/A	Performance rights granted as incentives with vesting conditions determined by the Board. Refer to the 2016 Notice of Annual General Meeting for terms of the Performance Rights Plan. Note: 6 million performance rights have been cancelled.
1/2/17	10,000,000 unlisted Options	Note 3	Consideration for on-going Corporate Advisory services	N/A	Options not yet exercised
18/1/17	214,285 Shares	Note 2	S3 Consortium Pty Limited	$0.07 per Share (being a 12.5% discount to the Market Price of $0.08 on the day prior to issue)	Consideration for debt in relation to services provided, value equivalent to $15,000
6/10/16	50,000,000 Shares (subject to voluntary escrow until 15 February 2017)	Note 2	Vendors of the Rhyolite Ridge Lithium-Born Project in Nevada	Nil	Part consideration for the acquisition of the Rhyolite Ridge Lithium-Boron Project in Nevada
30/9/16	1,581,922 Shares	Note 2	Issued on exercise of listed Options (ASX:GSCOA)	$0.03 per Option	$47,457 used for general corporate and working capital purposes

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises).

2. Fully paid ordinary shares in the capital of the Company, ASX Code: GSC (terms are set out in the Constitution).

3. Four tranches as follows:

4. 3.1 2,500,000 unlisted options exercisable at $0.125 on or before 30 January 2019.

5. 3.2 2,500,000 unlisted options exercisable at $0.15 on or before 30 January 2019.

6. 3.3 2,500,000 unlisted options exercisable at $0.175 on or before 30 January 2019.

7. 3.4 2,500,000 unlisted options exercisable at $0.20 on or before 30 January 2019.

8. Three tranches as follows:

9. 4.1 Class A Performance Rights convertible to 17,000,000 Shares, vesting upon the Shares achieving a 10 day VWAP of $0.15, exercisable on or before 27 August 2018.

10. 4.2 Class B Performance Rights convertible to 17,000,000 Shares (of which 3 million have been cancelled as at the date of this Notice), vesting upon the Shares achieving a 10 day VWAP of $0.20, exercisable on or before 27 February 2019.

11. 4.3 Class C Performance Rights convertible to 17,000,000 Shares (of which 3 million have been cancelled as at the date of this Notice), vesting upon the Shares achieving a 10 day VWAP of $0.25, exercisable on or before 27 February 2019.

12. Two tranches as follows:

13. 5.1 1,500,000 unlisted options exercisable at $0.15 on or before 30 January 2019.

14. 5.2 1,000,000 unlisted options exercisable at $0.20 on or before 30 January 2019.

15. Three tranches as follows:

16. 6.1 16,000,000 unlisted options at $0.15 on or before 13 April 2022.

17. 6.2 12,000,000 unlisted options at $0.20 on or before 13 April 2022.

18. 6.3 12,000,000 unlisted options at $0.25 on or before 13 April 2022.

19. Three tranches as follows:

20. 7.1 400,000 unlisted options at $0.20 exercisable after 23 May 2018.

21. 7.2 400,000 unlisted options at $0.20 exercisable after 23 May 2019.

22. 7.3 200,000 unlisted options at $0.20 exercisable after 23 May 2020.

The Company’s cash balance on 27 November 2016 was approximately $4.3 million. Cash raised from issues in the previous 12 months totalled $11.3 million. The Company’s cash balance at the date of this Notice is approximately $6.7 million. For further information on the changes of the Company’s contributed equity, refer to note 11 of the Annual Report.

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All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

• By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (AEST) on Tuesday 26 September 2017.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

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

To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

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

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

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEST) on Tuesday 26 September 2017. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

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

• By Fax + 61 2 9290 9655

• By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

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

Global Geoscience Limited ACN 098 654 606

Your Address

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

PROXY FORM

STEP 1 APPOINT A PROXY

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

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the Chair of the Meeting (mark box)

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

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney, NSW 2060 on Thursday, 28 September 2017 at 10:00am (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chairman of the Meeting intends to vote all available proxies in favour of all Resolutions. If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box in relation Resolutions 3 and 4, you will be authorising the Chairman to vote in accordance with the Chairman’s voting intentions on Resolutions 3 and 4 even if Resolutions 3 and 4 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

STEP 2 VOTING DIRECTIONS

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Item 2(a) Re-election of Mr Alan Davies as a Director

Item 2(b) Re-election of Mr Patrick Elliott as a Director

Item 3 Adoption of Remuneration Report Item 4 Remuneration of Non-Executive Directors Item 5 Appointment of Auditor Item 6 Approval of 10% Placement Facility

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2017