KRAKATOA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2019

Jul 16, 2019

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NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the offices of the Company, at Level 11, 216 St Georges Terrace, Perth, Western Australia on Friday, 16 August 2019 at 10.00am (WST).

The Notice of 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.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by email on david@miningcorporate.com.au.

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

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KRAKATOA RESOURCES LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Krakatoa Resources Limited ( Company ) will be held at the offices of the Company, at Level 11, 216 St Georges Terrace, Perth, Western Australia on Friday, 16 August 2019 at 10.00am (WST) ( 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 of the Company on Wednesday, 14 August 2019 at 5.00pm (WST).

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

AGENDA

1. Resolution 1 – Ratification of prior issues of Shares

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 17,500,000 Shares issued under Listing Rule 7.1 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 a person who participated in the issue or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chair 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.

2. Resolution 2 – Approval to issue Placement Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 59,854,489 Placement Options on the terms and conditions set out in the Explanatory Memorandum."

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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, the Company need not disregard a vote if:

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

• (b) it is cast by the Chair 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.

3. Resolution 3 – Approval to issue Placement Options to Directors

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

"That, pursuant to and in accordance Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of Options to Directors (or their nominees) as follows:

• (a) up to 6,000,000 Placement Options to Mr Timothy Hogan;

• (b) up to 7,000,000 Placement Options to Mr Colin Locke; and

• (c) up to 2,539,389 Placement Options to Mr David Palumbo,

on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of:

• (a) Resolution 3(a) by or on behalf of Mr Timothy Hogan (and his nominees), or any of their respective associates;

• (b) Resolution 3(b) by or on behalf of Mr Colin Locke (and his nominees), or any of their respective associates; and

• (c) Resolution 3(c) by or on behalf of Mr David Palumbo (and his nominees), or any of their respective associates.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chair 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.

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4. Resolution 4 – Section 195 Approval

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

"That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the issues as contemplated in Resolution 3(a), 3(b) and 3(c)."

BY ORDER OF THE BOARD

David Palumbo Director and Company Secretary Krakatoa Resources Limited Dated: 12 July 2019

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KRAKATOA RESOURCES LIMITED

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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 the offices of the Company, at Level 11, 216 St Georges Terrace, Perth, Western Australia on Friday, 16 August 2019 at 10.00am (WST).

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 prior issues of Shares
Section 4	Resolution 2 - Approval to issue Placement Options
Section 5	Resolution 3 – Approval to issue Placement Options to Directors
Section	Resolution 4 – Section 195 Approval
Schedule 1	Definitions
Schedule 2	Terms and conditions of Placement Options

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.

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:

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

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• (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.

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

The Chair intends to exercise all available proxies in favour of all Resolutions.

3. Resolution 1 - Ratification of prior issues of Shares

3.1 General

On 24 June 2019 the Company announced that it had completed a Capital Raising comprising the issue of 17,500,000 Shares at $0.022 per Share to raise $385,000 (before costs).

The $385,000 raised through the Capital Raising will be used towards continued exploration activities on the Company's existing projects, to evaluate acquisition opportunities, to pay for the costs of the issue and for general working capital purposes.

These Shares were issued on 24 June 2019 with the Company's 15% annual limit permitted under Listing rule 7.1, without the need for Shareholder approval.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the 17,500,000 Shares issued under the Capital Raising.

3.2

Listing Rules 7.1

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.

3.3

Listing Rule 7.4

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

The effect of Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.4

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 Shares under Resolution 1:

• (a) a total of 17,500,000 Shares were issued;

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• (b) the Shares were issued at an issue price of $0.022 per Share;

• (c) the Shares were issued to Sophisticated and Professional Investors, none of whom is a related party of the Company;

• (d) the Shares were issued as 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 proceeds raised from the issue of the Shares will be used for continued exploration activities on the Company's existing projects, to evaluate acquisition opportunities, to pay for the costs of the issue and for general working capital purposes; and

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

3.5 Additional information

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

The Chair intends to exercise all available proxies in favour of Resolution 1.

4. Resolution 2- Approval to issue Placement Options

4.1 General

The Company is proposing to conduct a placement to raise up to approximately $75,000 through an offer of 1 Placement Option for every 1:

• (a) Option currently on issue ( Existing Options ); and

• (b) Option that expired on 31 May 2019 ( Expired Options

( Placement ).

The Placement Options will have a subscription price of $0.001, an expiry date of 31 July 2021 and will be exercisable at $0.05 each.

The funds raised from the issue of the Placement Options will be used for the costs of the offer and for general working capital.

The Placement will be offered to all holders of Existing Options or Expired Options (which include each member of the Company’s board) ( Placement Optionholders ).

If the Placement is fully subscribed up to 59,854,489 Placement Options will be issued to unrelated parties and 15,539,389 Placement Options will be issued to the Directors.

The table below sets out the Existing Options, Expired Options and the corresponding amount of Placement Options to be issued to Placement Optionholders who are not Directors:

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Expiry Date	**Number1 **	Exercise Price	Placement Options2
31 May 2019	47,250,000	$0.10	47,250,000
12 Dec 2019	10,604,489	$0.40	10,604,489
24 Oct 2020	2,000,000	$0.10	2,000,000
TOTAL	59,854,489		59,854,489

Note:

1. This excludes Options held by the Directors. See Section 5.1 and Resolution 3 for further details of the Directors participation in the Placement.

2. Calculated on the basis of 1 Placement Option for every 1 Existing Options or Expired Options held.

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Placement Options to the Placement Optionholders.

Resolution 2 is an ordinary resolution.

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

4.2

Listing Rule 7.1

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

The effect of Resolution 2 will be to allow the Company to issue the Placement Options during the period of 3 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.

4.3 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 Consideration Shares:

• (a) a maximum of 59,854,489 Placement Options are to be issued to Placement Optionholders (excludes Placement Options to be issued to Directors, the subject of Resolution 3);

• (b) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

• (c) the Placement Options have a subscription price of $0.001;

• (d) the Placement Options are exercisable at $0.05, have an expiry date of 31 July 2021 and otherwise on the terms and conditions set out in Schedule 2;

• (e) the Placement Options will be issued to Placement Optionholders, none of whom is a related party of the Company. Any shortfall not taken up by Placement Optionholders is intended to be offered to unrelated investors via a prospectus;

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• (f) the funds raised from the issue of the Placement Options will be used for the costs of the offer and for general working capital.

• (g) it is intended that the issue of the Placement Options will occur on the same date; and

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

5. Resolution 3 - Approval to issue Placement Options to Directors

5.1 General

Pursuant to Resolution 3, the Company is seeking Shareholder approval for the issue of:

• (a) up to 6,000,000 Placement Options to Mr Timothy Hogan;

• (b) up to 7,000,000 Placement Options to Mr Colin Locke; and

• (c) up to 2,539,389 Placement Options to Mr David Palumbo;

as part of the Placement, at a subscription price of $0.001, exercise price of $0.05 and with an expiry of 31 July 2021.

Pursuant to the Placement, the Directors are being offered the Placement Options on the basis of 1 Placement Option for every 1 Existing Option or Expired Option held.

The table below sets out the Directors' Existing Options, Expired Options and entitlements pursuant to the Placement.

	Expired Options	Options expiring 24 October 2020	Options expiring 12 December 2019	Placement **Options1 **
TimothyHogan	2,000,000	4,000,000	-	6,000,000
Colin Locke	3,000,000	4,000,000	-	7,000,000
David Palumbo	250,000	2,000,000	289,389	2,539,389
Total	5,250,000	10,000,000	289,389	15,539,389

Note:

1. Calculated on the basis of 1 Placement Option for every 1 Existing Option or Expired Option held.

Each of the Directors wishes to participate in the Placement, subject to Shareholder approval being obtained.

The resolutions which form part of Resolution 3 seek the approval of Shareholders pursuant to Listing Rule 10.11 for the issue of up to 15,539,389 Placement Options to the Directors (or their nominees) arising from their participation in the Placement.

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Each of the resolutions which forms part of Resolution 3 is an ordinary resolution.

5.2 Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained, unless an exception in Listing Rule 10.12 applies.

The Directors are related parties of the Company by virtue of being Directors. As the participation involves the issue of Options to related parties of the Company, Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the participation as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of Placement Options to the Directors (or their nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

5.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed Participation:

• (a) the Placement Options will be issued to the Directors (or their respective nominees);

• (b) the maximum number of Placement Options to be issued to the Directors is 15,539,389 in the following proportions:

• (i) up to 6,000,000 Placement Options to Mr Timothy Hogan (or his nominee);

• (ii) up to 7,000,000 Placement Options to Mr Colin Locke (or his nominee); and

• (iii) up to 2,539,389 Placement Options to Mr David Palumbo (or his nominee);

• (c) the Placement Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (d) the Placement Options have a subscription price of $0.001, being the same as all other Placement Options issued under the Placement;

• (e) the Placement Options are exercisable at $0.05, have an expiry date of 31 July 2021 and otherwise have the terms and conditions set out in Schedule 2;

• (f) the funds raised (approximately $15,500) will be used for the same purposes as all other funds raised under the Placement as set out in Section 4.1; and

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

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5.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The participation will result in the issue of Options which constitutes giving a financial benefit and the Directors are related parties of the Company by virtue of being directors.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the participation because the Options will be issued to Directors on the same terms as Placement Options issued to nonrelated party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

6. Resolution 4 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a 'material personal interest' are being considered.

The Directors have a material personal interest in the outcome of Resolutions 3(a), 3(b) and 3(c). In the absence of this Resolution 4, the Directors may not be able to form a quorum at a Director's meeting necessary to carry out the terms of these Resolutions.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

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Schedule 1 – Definitions

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

$ means Australian Dollars.

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 of the Company.

Capital Raising means the placement completed by the Company on 24 June 2019, raising $385,000 through the issue of 17,500,000 Shares at an issue price of $0.022.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Company means Krakatoa Resources Limited ACN 155 231 575.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Existing Options has the meaning given in Section 4.1(b).

Expired Options has the meaning given in Section 4.1(a).

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

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

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 4.1.

Placement Optionholder means the holder of Expired Options and/or Existing Options.

Placement Options means the Options offered to the holders of Existing Options or Expired Options on the basis of 1 Placement Option for every 1 Existing or Expired Option held.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a holder of a Share.

Sophisticated and Professional Investors means sophisticated and professional investors as defined in section 708 of the Corporations Act.

WST means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 - Terms and conditions of Placement Options

Each of the Options will be granted on the following terms and conditions:

1. Entitlement

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

2. Exercise Price and Expiry Date

The Options will have an exercise price of $0.05 ( Exercise Price ) and an expiry date of 5:00pm (WST) on 31 July 2021 ( Expiry Date ).

Options not exercised before the Expiry Date will automatically lapse on the Expiry Date.

3. Exercise Period

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

4. 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.

5. 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 ).

6. Quotation

7. The Company will apply for official quotation on ASX of the Options. Timing of issue of Shares on exercise

After an Option is validly exercised, the Company must, within, 15 Business Days of receipt of the Notice of Exercise and receipt of cleared funds equal to the Exercise Price of the exercised Option:

• (a) issue the Share; and

• (b) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 10 Business Days after issuing the Share.

8.

Shares issued on exercise

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

9.

Reconstruction of capital

In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the Expiry Date, all rights of the Option holder will be varied in accordance with the Listing Rules.

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10. 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.

11. Change in exercise price

The Company may change the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue) in accordance with Listing Rule 6.22.2A.

12. Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder would have received if the holder of the Options had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Option exercise price.

13.

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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Krakatoa Resources Limited ABN 39 155 231 575

Lodge your vote:



By Mail:

Krakatoa Resources Limited GPO Box 2517 Perth WA 6831

Alternatively you can fax your form to (within Australia) 08 9463 6103 (outside Australia) +61 8 9463 6103

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

 For your vote to be effective it must be received by 10.00am (WST) Wednesday, 14 August 2019

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

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Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark

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to indicate your directions

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XX
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I/We being a member/s of Krakatoa Resources Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and 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 Krakatoa Resources Limited to be held at the offices of the Company, at Level 11, 216 St Georges Terrace, Perth, Western Australia on Friday, 16 August 2019 at 10:00am (WST) and at any adjournment or postponement of that Meeting.

Items of Business



PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Resolution 1 Ratification of prior issues of Shares
Resolution 2 Approval to issue Placement Options
Resolution 3a Approval to issue Placement Options to Directors - Mr Timothy Hogan
Resolution 3b Approval to issue Placement Options to Directors - Mr Colin Locke
Resolution 3c Approval to issue Placement Options to Directors - Mr David Palumbo
Resolution 4 Section 195 Approval
For Against Abstain
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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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