KGL RESOURCES LIMITED — AGM Information 2018

Apr 19, 2018

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ABN 52 082 658 080
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2 0 April 2018

Dear Shareholder,

I am pleased to invite you to attend the Annual General Meeting of KGL Resources Limited ACN 082 658 080 ( Company or KGL ) to be held on 22 May 2018 at 10 am (AEST) at:

McCullough Robertson Offices

Level 11, 66 Eagle St Street Brisbane QLD 4000

The business to be dealt with at the Annual General Meeting is set out in the attached Notice of Meeting, with the Explanatory Memorandum providing further detail in relation to the proposed resolutions.

If you are able to attend the Annual General Meeting, please bring the enclosed proxy form with you to assist registration.

If you do not plan to attend the Annual General Meeting, you may wish to appoint a proxy to attend and vote on your behalf. To do this, you will need to complete and lodge the enclosed Appointment of Proxy form in accordance with the instructions provided. Proxy forms must be received by no later than 10 am (AEST) on 20 May 2018.

Yours sincerely,

Denis Wood Chairman

KGL Resources Limited ACN 082 658 080 Level 7, 167 Eagle Street, Brisbane QLD 4000 Australia www.kglresources.com.au

Phone: (07) 3071 9003 Fax: (07) 3071 9008 Email: info@kglresources.com.au

www.kglresources.com.au

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the ANNUAL GENERAL MEETING of shareholders of KGL Resources Limited ACN 082 658 080 will be held at McCullough Robertson Offices, Level 11, 66 Eagle Street, Brisbane QLD 4000, on 22 May 2018 at 10 am (AEST).

ORDINARY BUSINESS

Reports

To receive and consider the financial statements of the Company and the directors’ and auditors’ reports for the year ended 31 December 2017.

Resolution 1

Re-election of Director, Mr. Chris Bain

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

“That Mr. Chris Bain, a director who retires in accordance with rule 13.5(a) of the Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a director of the Company, is re-elected as a director of the Company.”

Note : Information about this candidate appears in the Explanatory Memorandum.

Resolution 2 Election of Director, Mr. Peter Hay

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

“That Mr. Peter Hay, a director who was appointed to a casual vacancy on 2 November 2017 and retires in accordance with rule 13.5(b) of the Constitution, and being eligible, offers himself for election as a director of the Company, is elected as a director of the Company.”

Note : Information about this candidate appears in the Explanatory Memorandum.

Resolution 3 Remuneration Report

To consider and, if thought fit, pass the following resolution under section 250R of the Corporations Act 2001 (Cth) ( Corporations Act ):

“That the Remuneration Report set out in the Company’s Annual Report (as part of the directors’ report) for the year ended 31 December 2017 be adopted.”

Note : This resolution will be decided as if it were an ordinary (majority) resolution, but under section 250R(3) of the Corporations Act the vote is advisory only and does not bind the directors of the Company.

SPECIAL BUSINESS

Resolution 4. Ratification of Share Placement

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue by the Company of 16,825,000 fully paid ordinary shares at $0.40 per share, on the terms and conditions set out in the Explanatory Notes and announced to the ASX on 2 March 2018, be ratified.”

BY ORDER OF THE BOARD

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Kylie Anderson Company Secretary 20 April 2018

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Voting exclusion statement

Resolutions 3

A vote must not be cast (in any capacity) on Resolution 3 by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or their closely related parties. However, a vote may be cast by such a person if:

• the vote is cast as a proxy;

• the appointment is in writing and directs the proxy how to vote; and

• the vote is not cast on behalf of a member of the Key Management Personnel or a closely related party of a member of the Key Management Personnel.

A ‘closely related party’ is defined in the Corporations Act and includes a spouse, dependent and certain other close family members, as well as any companies controlled by the Key Management Personnel.

However, the Company need not disregard a vote if it is cast by:

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

• the Chairman for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Please note, if you appoint the Chairman of the Annual General Meeting as your proxy and you have not directed him/her how to vote on Resolution 3, you are expressly authorising him/her to cast your vote in accordance with his/her stated intentions, even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chairman intends to vote all available proxies in favour of this resolution. However, if you appoint another director or member of the Key Management Personnel as your proxy you must direct your proxy how to vote, otherwise your vote will not be counted. Follow the instructions on the proxy form to direct your proxy how to vote.

Resolution 4

The Company will disregard any votes cast on Resolution 4 by any person who participated in the placement and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Notes

1. The Company has determined that for the purpose of determining voting entitlements at the Annual General Meeting, all shares in the Company that are quoted on ASX will be taken to be held by the persons who hold them as registered shareholders at 7 pm (AEST) on 20 May 2018. Accordingly, share transfers registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

2. A shareholder entitled to attend and vote may attend and vote in person or by proxy, or attorney or (where the shareholder is a body corporate) by representative.

3. The proxy of a shareholder does not need to be a shareholder of the Company.

4. A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the shareholder’s votes each proxy is entitled to exercise. If the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise one half of those votes.

5. A proxy form accompanies this Notice of Meeting and, to be effective, must be received by the Company’s corporate registry by 10 am (AEST) on 20 May 2018:

6. If you have any queries on how to cast your vote, please call Link Market Services on 1300 554 474 (overseas +61 1300 554 474) during business hours.

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Explanatory Memorandum

Introduction

This Explanatory Memorandum should be read in conjunction with the Notice of Meeting to which this Explanatory Memorandum is attached and forms part of. Please take the time to read through this document.

Financial reports

Whilst the Corporations Act requires the financial report, directors’ report and auditors’ report for the year ended 31 December 2017 to be laid before the Annual General Meeting, neither the Corporations Act or the Constitution requires shareholders to vote on, approve or adopt those reports.

Shareholders will, however, have a reasonable opportunity at the Annual General Meeting to raise questions on these reports. Each shareholder will have had access to a copy of the Annual Report, which contains the financial report, directors’ report and auditors’ report for the year ended 31 December 2017.

In addition to asking questions at the Annual General Meeting, shareholders may address written questions to the Chairman about the management of the Company or to the Company’s auditor, BDO Audit Pty Ltd ( BDO ), if the question is relevant to:

1. the content of the auditor’s report; or

2. the conduct of its audit of the annual financial report to be considered at the Annual General Meeting.

Under section 250PA(1) of the Corporations Act, a shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held. Written questions for the auditor must therefore be delivered by 5 pm (AEST) on 15 May 2018. Please send any written questions for BDO to:

The Company Secretary KGL Resources Limited Level 7, 167 Eagle Street BRISBANE QLD 4000

Resolution 1 Re-election of Director, Mr. Chris Bain

ASX Listing Rule 14.5 states that a public listed company must hold an election of directors each year. Rule 13.5(d) of the Constitution requires that an election of directors occur at each annual general meeting of the Company, whereby one third of the directors (to the nearest whole number) must retire from office. ASX Listing Rule 14.4 and rule 13.5(a) of the Constitution further state that no director may hold office, without reelection, past:

1. the third annual general meeting following that director’s appointment; or

2. three years,

whichever is longer.

The Board has determined that as Mr. Bain will retire and, being eligible, stand for re-election.

Mr. Bain retires pursuant to rule 13.5(a) of the Constitution and ASX Listing Rule 14.5, and offers himself for re-election as director of the Company in accordance with the Constitution.

Chris has 40 years’ experience in the resource sector having worked in mining, exploration, investment research, corporate advisory and funds management roles. He graduated as a geologist from RMIT and initially worked as an underground mine geologist before moving to an exploration role. After completing a Graduate Diploma in Mineral Economics at Macquarie University he joined the finance sector in late 1986 at National Mutual Funds Management and has held senior positions in mining research for funds management and stockbroking. As an Executive Director of Investor Resources Limited he was instrumental in mining project divestitures and acquisitions, evaluations and valuations, capital raisings including managing several initial public offerings and ASX listings. Currently Chris works with companies on both corporate and exploration related assignments and provides investment advice through a Melbourne based stockbroker.

The Board, with Mr. Bain abstaining, recommends that shareholders vote in favour of the resolution for the re-election of Mr. Chris Bain.

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www.kglresources.com.au

Resolution 2 Election of Director, Mr. Peter Hay

Rule 13.5(b) of the Constitution states that a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company.

Mr. Hay was appointed as a director of the Company on 2 November 2017 and therefore retires pursuant to rule 13.5(b) of the Constitution and offers himself for election as a director of the Company in accordance with the Constitution.

Mr Hay has a Bachelor of Engineering (Mining) and Bachelor of Commerce and is an associate member of the Institute of Chartered Accountants based in Brisbane. With over 30 years’ experience in the mining industry, he has held senior positions in some of Queensland’s largest resource companies, including General Manager of Pan Australian Mining Limited, Managing Director of Sedgman Limited and Joint Managing Director of Macarthur Coal Ltd. Mr Hay has extensive experience as a non-executive director of companies including Sedgman Limited and Aston Resources Limited.

The Board recommends, with Mr. Hay abstaining, that shareholders vote in favour of the resolution for the election of Mr. Peter Hay.

Resolution 3 Remuneration Report

Section 300A of the Corporations Act requires that the directors’ report include a separately identified section addressing the remuneration of its Key Management Personnel. Listed entities are further required under section 250R of the Corporations Act to submit the Remuneration Report for adoption at the Company’s Annual General Meeting.

The Remuneration Report is set out in KGL’s 2017 Annual Report.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to directors and specified executives of the Company and sets out remuneration details for each director and specified executive.

As detailed in the Remuneration Report, the Board believes that the remuneration granted to directors and specified executives is in line with the current employment market and a reflection of the current commodity market conditions.

Shareholders will be asked to vote at the Annual General Meeting on the resolution to adopt the Remuneration Report. The Chairman will give shareholders a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting.

The Board will continue to monitor the progress of the Company’s projects and exploration activities in relation to the appropriateness of the remuneration of the Board and members of the Company’s Key Management Personnel.

The Directors unanimously recommend that shareholders vote in favour of Resolution 3.

Resolution 4 Ratification of Share Placement

This resolution seeks to ratify, in accordance with ASX Listing Rule 7.4, the issue of Shares in the Company by way of a placement to sophisticated and professional investors on 2 March 2018.

The placement shares:

• raised gross proceeds of A$6,730,000, to be used to fund the ongoing development of the Jervois project and working capital.

• Were made to

• » An entity related to Mr Ernie Thrasher and

• » KGL’s major shareholder, KMP Investments.

• were issued at a price of A$0.40 per Share; and

• have the same terms as the Company's existing Shares, and are quoted on the ASX.

Ratification of the issue will go towards renewing the Company's 15% new issue capacity in accordance with ASX Listing Rule 7.4.

The Board unanimously recommends that shareholders vote in favour of Resolution 4

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www.kglresources.com.au

GLOSSARY OF TERMS

“AEST” means Australian Eastern Standard Time.

“Annual General Meeting” means the Company’s annual general meeting the subject of this Notice of Meeting.

“Annual Report” means the 2017 annual report of the Company.

“ASX” means ASX Limited ACN 008 624 691.

“ASX Listing Rules” means the listing rules of ASX.

“Board” means the board of directors of the Company.

“Company or KGL” means KGL Resources Limited ACN 082 658 080.

“Constitution” means the constitution of the Company adopted on 25 October 2004.

“Corporations Act” means Corporations Act 2001 (Cth).

“Explanatory Memorandum” means the explanatory statement accompanying the resolutions contained in this Notice of Meeting.

“Key Management Personnel” means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise).

“Notice of Meeting” means this notice of meeting and includes the Explanatory Memorandum.

“Remuneration Report” means the section of the directors’ report for the year ended 31 December 2017 that is included under section 300A(1) of the Corporations Act.

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KGL Resources Limited ACN 082 658 080

LODGE YOUR VOTE

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
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ONLINE www.linkmarketservices.com.au

BY MAIL  KGL Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: 1300 554 474

X99999999999

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PROXY FORM

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

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEST) on Tuesday, 22 May 2018 at McCullough Robertson Offices, Level 11, 66 Eagle St Street, Brisbane QLD 4000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain * 1 Re-election of Director, Mr. Chris Bain

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2 Election of Director, Mr. Peter Hay

3 Adoption of the Remuneration Report

4 Ratification of Share Placement

 * 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 votes will not be counted in computing the required majority on a poll.

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/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may 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).

KGL PRX1801C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

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

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

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 the Company’s share registry or you may copy this form and return them both together.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEST) on Sunday, 20 May 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE



www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL 

KGL Resources Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

• +61 2 9287 0309

• BY HAND

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second 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.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: 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 also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the 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 form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

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