KALAMAZOO RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Jan 23, 2020

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Kalamazoo Resources Limited ACN 150 026 850

Notice of General Meeting

The General Meeting of the Company will be held at KPMG Australia, Level 36, Tower 2, Collins Square, 727 Collins Street, Melbourne, Victoria 3008 on Monday, 24 February 2020 at 10.30am (AEDT).

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

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 9481 8188

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

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Kalamazoo Resources Limited ACN 150 026 850 (Company)

Notice of General Meeting

Notice is hereby given that the general meeting of Shareholders of Kalamazoo Resources Limited will be held at KPMG Australia, Level 36, Tower 2, Collins Square, 727 Collins Street, Melbourne, Victoria 3008, on Monday, 24 February 2020 at 10.30am (AEDT) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

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 Saturday, 22 February 2020 at 5.00pm (AEDT).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Resolution 1 – Ratification of prior issues of Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the following issues of Placement Shares at $0.40 per Share:

• (a) 9,805,857 Placement Shares under Listing Rule 7.1; and

• (b) 10,194,143 Placement Shares under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of any person who participated in the issue of the Placement Shares or any of their respective associates.

However, this does not apply to a vote cast in favour of a Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2 Resolution 2 – Ratification of prior issue of Advisor Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 400,000 Shares to Taylor Collison (or its nominees) on the terms and conditions in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Taylor Collison or its nominees or any of their respective associates.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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3 Resolution 3 - Ratification of prior issue of Options

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,500,000 Options on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Options or any of their respective associates.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4 Resolution 4 – Approval to issue Placement Options

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 20,000,000 Placement Options on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder) or any of their respective associates.

However, this does not apply to a vote cast in favour of the Resolution by:

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• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5 Resolution 5 – Amendment to the Constitution

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

'That, pursuant to and in accordance with section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to modify its Constitution by making the amendments contained in the document tabled at the Meeting and signed by the Chair for the purposes of identification, with effect from the close of the Meeting.'

BY ORDER OF THE BOARD

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Bernard Crawford Company Secretary Kalamazoo Resources Limited Dated: 24 January 2020

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Kalamazoo Resources Limited ACN 150 026 850

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at KPMG Australia, Level 36, Tower 2, Collins Square, 727 Collins Street, Melbourne, Victoria 3008 on Monday, 24 February 2020 at 10.30 am (AEDT).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1 - Ratification of Placement Shares
Section 4	Resolution 2 - Ratification of Advisor Shares
Section 5	Resolution 3 - Ratification of prior issue of Options
Section 6	Resolution 4 - Approval to issue Placement Options
Section 7	Resolution 5 - Amendment to Constitution
Schedule 1	Definitions
Schedule 2	Terms and Conditions of Options
Schedule 3	Terms and Conditions of Placement Options
Schedule 4	Amendments to Constitution

A Proxy Form is located at the end of the Explanatory Memorandum.

2.

Action to be taken by Shareholders

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

2.1

Voting in person

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

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2.2 Proxies

• (a) Voting by proxy

A Proxy Form is attached to the Notice. 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 Meeting 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 Meeting in person.

Please note that:

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

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

• (iii) 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.

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

• (b)

• Proxy vote if appointment specifies way to vote

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

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

• (ii) if the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

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

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

• (c) Transfer of non-chair proxy to chair in certain circumstances

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

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

• (ii) the appointed proxy is not the chair of the meeting;

• (iii) at the meeting, a poll is duly demanded on the resolution; and

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• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

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

2.3

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

3. Resolution 1 - Ratification of Placement Shares

3.1

General

On 15 January 2020 the Company announced that it had received binding commitments for a placement to raise $8 million before costs ( Placement ) by the issue of Shares at $0.40 each ( Placement Shares ) to Novo Resources (through its subsidiary, Beatons Creek Gold Pty Ltd) and Eric Sprott (through his controlled entity, 2176423 Ontario Ltd) ( Placement Participants ).

On 17 January 2020, the Company issued 20,000,000 Placement Shares to the Placement Participants using the Company's placement capacity under Listing Rules 7.1 and 7.1A.

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue the Placement Shares.

Each of the resolutions which form part of Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of each of the resolutions which form part of Resolution 1.

3.2

Listing Rules 7.1, 7.1A and 7.4

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 13 November 2019.

Listing Rule 7.4 provides an exception to Listing Rule 7.1 & 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 or 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 and7.1A.

The effect of Shareholders passing Resolution 1 will be to restore the Company's ability to issue further Equity Securities, to the extent of 20,000,000 Equity Securities, during the next 12 months without the requirement to obtain prior Shareholder approval.

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3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• (a) a total of 20,000,000 Placement Shares were issued on 17 January 2020 as follows:

• (i) 9,805,857 Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and

• (ii) 10,194,143 Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval;

• (b) the Placement Shares were issued at $0.40 each;

• (c) the Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (d) the Placement Shares were issued to the Placement Participants, none of whom is a related party of the Company. Taylor Collison acted as corporate advisor to the Placement;

• (e) the proceeds from the issue of the Placement Shares are intended to be used towards expansion of the Company's exploration and drilling programs at its Castlemaine, South Muckleford and Tarnagulla Central gold projects in Victoria, as well as for costs of the Placement and general working capital; and

• (f) a voting exclusion statement is included in the Notice.

4. Resolution 2 - Ratification of Advisor Shares

• 4.1

General

As set out above in Section 3.1, the Company recently conducted a Placement raising $8 million (before costs).

Taylor Collison was engaged by the Company as corporate advisor to the Placement.

On 17 January 2020, the Company issued a total of 400,000 Shares to Taylor Collison as consideration for their assistance and corporate advice in relation to the Placement ( Advisor Shares ) pursuant to the Company's placement capacity under Listing Rule 7.1.

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Advisor Shares.

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

4.2

Listing Rules 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is contained in Section 3.2 above.

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The effect of Resolution 2 will be to restore the Company's ability to issue further Equity Securities, to the extent of 400,000 Equity Securities, during the next 12 months without the requirement to obtain prior Shareholder approval.

4.3

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Advisor Shares:

• (a) a total of 400,000 Advisor Shares were issued under Listing Rule 7.1;

• (b) the Advisor Shares were issued on 17 January 2020;

• (c) the Advisor Shares were issued at a deemed issue price of $0.40 each;

• (d) the Advisor Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (e) the Advisor Shares were issued to Taylor Collison (or its nominees). Taylor Collison acted as corporate advisor to the Placement;

• (f) no funds were raised from the issue of the Advisor Shares, as they were issued as consideration for assistance and corporate advisory services provided for the Placement; and

• (g) a voting exclusion statement is included in the Notice.

5. Resolution 3 - Ratification of prior issue of Options

• 5.1

General

On 15 October 2019, the Company issued a total of 1,500,000 Options to Mr Bernard Crawford and Mr Lance Govey as consideration for their consulting services provided to the Company pursuant to the Company's placement capacity under Listing Rule 7.1.

Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Options.

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

5.2

Listing Rules 7.1and 7.4

A summary of Listing Rules 7.1 and 7.4 is contained in Section 3.2 above.

The effect of Resolution 3 will be to restore the Company's ability to issue further Equity Securities, to the extent of 1,500,000 Equity Securities, during the next 12 months without the requirement to obtain prior Shareholder approval.

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5.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Options:

• (a) a total of 1,500,000 Options were issued under Listing Rule 7.1;

• (b) the Options were issued on 15 October 2019;

• (c) the Options are exercisable at $0.42 on or before 30 November 2022 and are otherwise on the terms and conditions set out in Schedule 2;

• (d) fully paid Shares issued on exercise of the Options rank equally in all respects with the Company's existing Shares on issue;

• (e) the Options were issued to Mr Bernard Crawford and Mr Lance Govey who are unrelated to the Company .

• (f) no funds were raised from the issue of the Options, as they were issued as consideration for consulting services provided by the recipients of the Options; and

• (g) a voting exclusion statement is included in the Notice.

6. Resolution 4 - Approval to issue Placement Options

• 6.1

General

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 7.1 for the issue of the 20,000,000 free - attaching Options on a 1 for 1 basis with the Placement Shares, exercisable at $0.80 each and expiring on 18 months after the date of issue ( Placement Options ).

Resolution 4 is an ordinary resolution.

6.2

Recommendation and Voting Intentions

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

Each Director who holds or controls voting rights in respect of Shares in the Company intends to vote in favour of Resolution 4.

As at the date of this Notice, the Directors hold or control voting rights in respect of an aggregate of 1,303,151 Shares, comprising 1.07% of the Company's share capital.

The Company has also received a written statement from its largest shareholder, Doux Argent Pty Ltd ( DAPL ), confirming its intention to vote in favour of Resolution 4. As at the date of this Notice, DAPL is the beneficial owner of and directly or indirectly owns, controls or represents, 39,044,234 Shares, comprising 31.91% of the Company's share capital. DAPL has consented to the disclosure of its voting intention in this Notice.

6.3

Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.2 above.

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The effect of Resolution 4 will be to allow the Company to issue the Placement Options during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity under Listing Rule 7.1.

6.4

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Placement Options:

• (a) a maximum of 20,000,000 Options are to be issued as Placement Options;

• (b) the Placement Options will be issued no later than three months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) to the Placement Participants;

• (c) the Placement Options are free-attaching to the Placement Shares issued and therefore will be issued at an issue price of nil;

• (d) the Placement Options will be issued to the Placement Participants, none of whom will be a related party of the Company;

• (e) the Placement Options will be exercisable at $0.80 each on, expiring 18 months after the date of issue and otherwise on the terms and conditions as set out in Schedule 3;

• (f) no funds will be raised from the issue of the Placement Options as they are freeattaching to the Placement Shares; and

• (g) a voting exclusion statement is included in the Notice.

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7. Resolution 5 - Amendment to Constitution

7.1

General

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 5 seeks the approval of Shareholders to modify the Company's Constitution.

A copy of the amended constitution is available for review by Shareholders at the office of the Company. A copy of the amended constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

Resolution 5 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).

The Board recommends that Shareholders vote in favour of Resolution 5.

7.2

Background

ASX introduced a number of changes to the escrow regime in the Listing Rules that commenced 1 December 2019 to make aspects of the listing process and ongoing compliance with the Listing Rules more efficient for issuers and for ASX.

Amongst these, ASX introduced a two-tier escrow regime where ASX can and will require certain more significant holders of Restricted Securities and their controllers to execute a formal escrow agreement in the form of Appendix 9A, as is currently the case. However, for less significant holdings, ASX instead permit entities to rely on a provision in their constitution imposing appropriate escrow restrictions on the holder of Restricted Securities and to simply give a notice to the holder of Restricted Securities in the form of a new Appendix 9C advising them of those restrictions.

To facilitate the operation of the new two tier escrow regime, certain changes are required to the customary provisions of constitutions of ASX listed entities regarding Restricted Securities.

7.3 Proposed Amendments

The proposed amendments to the Constitution are set out in Schedule 4.

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Schedule 1 Definitions

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

$ or A$	means Australian Dollars.
Advisor	means Taylor Collison Limited (ACN 008 172 450).
Advisor Shares	has the meaning given in Section 4.1.
AEDT	means Australian Eastern Daylight Time being the time in Melbourne,
	Victoria.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Clause	means a clause of the Constitution.
Company	means Kalamazoo Resources Limited ACN 150 026 850.
Constitution	means the constitution of the Company as at the date of the Meeting.
Corporations Act	means the_Corporations Act 2001_(Cth).
DAPL	means Doux Argent Pty Ltd ACN 169 416 988.
Director	means a director of the Company.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.
Option	means an option to acquire a Share.
Placement	has the meaning given in Section 3.1.
Placement Options	means an Option to be issued as free-attaching to the Placement
	Shares on a 1 for 1 basis on the terms and conditions set out in
	Schedule 3 which are the subject of Resolution 4.

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Placement Participants	means the sophisticated and professional investors who participated in
	the Placement namely Novo Resources (through its subsidiary, Beatons
	Creek Gold Pty Ltd) and Eric Sprott (through his controlled entity,
	2176423 Ontario Ltd).
Placement Shares	means the 20,000,000 Shares issued on 17 January 2020 to the
	Placement Participants under the Placement.
Proxy Form	means the proxy form attached to the Notice.
Resolution	means a resolution referred to in the Notice.
Restricted Securities	has the meaning given in the Listing Rules.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, Options
	and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.

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Schedule 2 Terms and Conditions of Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.42 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 November 2022 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20

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Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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Schedule 3 Terms and Conditions of Placement Options

The terms of the Placement Options are as follows:

1. ( Entitlement ): Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.

2. ( Exercise Price ): Subject to paragraphs 10 and 11, the amount payable upon exercise of each Option will be $0.80 ( Exercise Price ).

3. ( Expiry Date ): Each Option will expire at 5:00pm (Western Standard Time) on the date which is 18 months from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. ( Exercise Period ): The Options are exercisable at any time and from time to time on or prior to the Expiry Date ( Exercise Period ).

5. ( Notice of Exercise ): The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate or as otherwise agreed with the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

6. ( Exercise Date ): A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

7. ( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date, the Company will:

8. (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

9. (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

10. (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If the Company is unable to deliver a notice under clause 7(b) or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must no later than 20 Business Days after the day of the issue of the Shares lodge with the ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. From the date of issue of the Shares until the prospectus is lodged by the Company with the ASIC, the holder may only transfer the Shares to a person satisfying the requirements of section 708(8), (10) or (11) of the Corporations Act.

1. ( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

2. ( Quotation of Shares issued on exercise ): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

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1. ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of the holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

2. (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options, however the exercise price (or underlying number of securities into which the Options can be exercised):

3. (i) will, in the event of a pro-rata issue, be adjusted in accordance with the formula in ASX Listing Rule 6.22.2; and

4. (ii) will, in the event of a bonus issue, be adjusted in accordance with ASX Listing Rule 6.22.3.

5. ( Quotation of the Options ): The Company will not apply for quotation of the Options on ASX.

6. ( Transferability of the Options ): The Options are transferable with the prior written approval of the Company (which must not be unreasonably withheld) and subject to any restriction or escrow arrangements imposed by the ASX or under applicable Australian securities law.

7. ( U.S. Securities laws ): The Options may not be exercised by or on behalf of a person in the United States unless the Options and the underlying Shares have been registered under the U.S. Securities Act of 1933, as amended, and applicable state securities laws or exemptions from such registration requirements are available.

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Schedule 4 Amendments to Constitution

Clause	Current provision	Amendment
2.12	The Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities. Without limiting the generality of the above: (a) Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or the ASX; (b) the Company will refuse to acknowledge a disposal (including registering a transfer), assignment or transfer of Restricted Securities during the escrow period except as permitted by the Listing Rules or the ASX; and (c) during a breach of the Listing Rules relating to Restricted Securities or a breach of a restriction agreement the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.	Delete and replace with: While the Company is on the official list of ASX, the Company must recognise and comply with the Listing Rules with respect to Restricted Securities. The following provisions apply notwithstanding any other provision of this Constitution and without limiting the obligation to comply with the Listing Rules: (a) a holder of Restricted Securities must not dispose of, or agree or offer to dispose of, the Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or ASX; (b) if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored sub-register and are to have a holding lock applied for the duration of the escrow period applicable to those securities; (c) the Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer), of Restricted Securities during the escrow period except as permitted by the Listing Rules or the ASX; (d) a holder of Restricted Securities will not be entitled to participate in any return of capital on those Restricted Securities during the escrow period applicable to those Restricted Securities except

Page 20

Clause	Current provision	Amendment
		as permitted by the Listing Rules or ASX; and (e) if a holder of Restricted Securities breaches a Restriction Agreement or a provision of this Constitution restricting a disposal of those Restricted Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those Restricted Securities for so long as the breach continues.’
8.5(c)	The transfer is a transfer of Restricted Securities which is or might be in breach of the Listing Rules or any escrow agreement entered into by the Company in relation to such Restricted Securities pursuant to the Listing Rules.	Delete
22.10	Breach of Restriction Agreement In the event of a breach of the Listing rules relating to Restricted Securities or any escrow arrangement entered into by the Company under the Listing Rules or by ASX as Restricted Securities, the Shareholder holding the Shares in question shall cease to be entitled to be paid any dividends in respect of those Shares for so long as the breach subsists.	Delete

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LODGE YOUR PROXY APPOINTMENT ONLINE

 ONLINE PROXY APPOINTMENT

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ACN 150 026 850

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

\

2020 GENERAL MEETING PROXY FORM

I/We, being shareholder(s) of Kalamazoo Resources Limited and entitled to attend and vote, hereby:

APPOINT A PROXY

The Chairman of  PLEASE NOTE: If you leave the section blank, the OR the meeting Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at KPMG Australia, Level 36, Tower 2, Collins Square, 727 Collins Street, Melbourne, Victoria 3008, on 24 February 2020 at 10.30am (EST) and at any adjournment or postponement of that Meeting.

CHAIRMAN’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:

The Chairman intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chairman may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

	2020 GENERAL MEETING PROXY FORM I/We, being shareholder(s) of Kalamazoo Resources Limited and entitled to attend and vote, hereby:
STEP 1	APPOINT A PROXY The Chairman of the meeting OR PLEASE NOTE:If you leave the section blank, the Chairman of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at KPMG Australia, Level 36, Tower 2, Collins Square, 727 Collins Street, Melbourne, Victoria 3008, on 24 February 2020 at 10.30am (EST)and at any adjournment or postponement of that Meeting. CHAIRMAN’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:
	The Chairman intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chairman may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
	VOTING DIRECTIONS
	Resolutions For Against Abstain*
	1a Ratification of prior issue of Placement Shares ◼ ◼ ◼
	1b Ratification of prior issue of Placement Shares ◼ ◼ ◼
P 2	2 Ratification of prior issue of Lead Manager Shares ◼ ◼ ◼
STE	3 Ratification of prior issue of Options ◼ ◼ ◼
	4 Approval to issue Placement Options ◼ ◼ ◼
	5 Amendment to the Constitution ◼ ◼ ◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands 
	or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the Shareholder. If a joint holding, all the Shareholder should sign. If signed by the Shareholder’s attorney,
	the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
	the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman, please write that person’s name in the box in Step 1. A proxy need not be a Shareholder of the Company. A proxy may be an individual or a body corporate.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIRMAN OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chairman of the Meeting.

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PLEASE NOTE: If you appoint the Chairman as your proxy (or if he is appointed by default) but do not direct him how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chairman may vote as he sees fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) On each Proxy Form state the percentage of your voting rights or number of shares 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; and

• (b) Return both forms together.

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

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 5:00 pm (EST) on 22 February 2020, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

• ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

• BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

• BY FAX +61 8 6370 4203

• BY EMAIL admin@advancedshare.com.au

• IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

• ALL ENQUIRIES TO Telephone: +61 8 9389 8033