LOTUS RESOURCES LIMITED - AGM Information 2016

DRAGON ENERGY LTD (TO BE RENAMED ‘RIVA RESOURCES LIMITED’) ACN 119 992 175 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 2:00 pm (WST) DATE : 30 November 2016 PLACE : Suite 8/1297, Hay Street, West Perth, WA 6005

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The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 Shareholders at 2:00pm (WST) on Monday 28 November 2016.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2016.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member. However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JIE CHEN

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

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“That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Jie Chen, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR KEONG KOK CHAN

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

“That, for the purpose of clause 13.5 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Keong Kok Chan, a Director who was appointed casually on 1 December 2015, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 61,927,912 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 21,405,421 Shares on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will 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, 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.

8. RESOLUTION 7 – ISSUE OF CONSIDERATION SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 150,000,000 Consideration Shares and 62,500,000 Performance Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. 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, 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.

9. RESOLUTION 8 – ADOPTION OF INCENTIVE OPTION PLAN

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Option Plan and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director except one who is ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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10. RESOLUTION 9 – ISSUE OF INCENTIVE OPTIONS TO A RELATED PARTY – MR GANG XU

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

“That, subject to and conditional on the passing of Resolution 8, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Incentive Options to Mr Gang Xu (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in the Incentive Option Plan, and any associates of those Directors. 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, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 10 – ISSUE OF INCENTIVE OPTIONS TO A RELATED PARTY – MR KEONG KOK CHAN

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

“That, subject to and conditional on the passing of Resolution 8, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Incentive Options to Mr Keong Kok Chan (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

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(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 11 – ISSUE OF INCENTIVE OPTIONS TO A RELATED PARTY – MR JONATHAN KING

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

“That, subject to and conditional on the passing of Resolution 8, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Incentive Options to Mr Jonathan King (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

13. RESOLUTION 12 – CHANGE OF COMPANY NAME

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

“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to ‘Riva Resources Limited’.”

Dated: 28 October 2016

By order of the Board

Keong Chan Company Secretary

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Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 6009.

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.dragonenergyltd.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

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Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JIE CHEN

3.1 General

ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 year, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Jie Chen, who has served as a director since18 December 2008, and was last re-elected on 26 November 2015, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Chen has over 30 years of operational and management experience in the mining industry in the People’s Republic of China (PRC). He started his mining and management career in 1979 with a large China state-owned coal mining enterprise in the PRC. Mr Chen was the former chairman of the Shandong Taishan Sunlight Group Company Limited (Shandong Group) since 2002. Under his leadership, the Shandong Group formed three vertically integrated businesses in coal, iron ore mining, processing and manufacturing with operations in Shandong, Guizhou, Ningxia and Xinjiang. The coal mine under his management holds a safety record of over 5,000 days with no fatality.

Mr Chen has a Masters degree in economics and is currently working on a doctorate degree in mine engineering with the China University of Mining and Technology. He has received numerous distinguished awards at provincial and national levels for his achievements in entrepreneurship and leadership including being one of the 10 excellent entrepreneurs in Shandong Province, top 20 best mine managers in the

3.3 Independence

If elected the board considers Mr Chen will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Mr Chen and recommends that Shareholders vote in favour of Resolution 2.

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4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR KEONG KOK CHAN

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Keong Kok Chan having been appointed by other Directors on 1 December 2015, in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

4.2 Qualifications and other material directorships

Mr. Chan has provided advice to a number of companies on corporate matters in relation to capital raisings, IPOs, back door listings, mergers and acquisitions, takeovers/divestments and has sat on or acted as an advisor to a number of ASX listed boards.

Mr. Chan holds a Bachelor of Commerce from the University of Western Australia and a Master of International Customs Law and Administration from the University of Canberra.

Mr Chan is currently a director of Augend Limited (ACN 150 110 017) (ASX Code: AUG).

4.3 Independence

Mr Chan has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected the board considers Mr Chan will be an independent director.

4.4 Board recommendation

The Board supports the re-election of Mr Chan and recommends that Shareholders vote in favour of Resolution 3.

5. RESOLUTIONS 4 AND 5 – RATIFICATION OF PRIOR ISSUE – SHARES

5.1 General

On 10 October 2016, the Company issued 83,333,333 Shares at an issue price of $0.012 per Share to raise $1,000,000 ( Placement ).

Resolutions 4 and 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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Of the total 83,333,333 Shares issued under the Placement:

(a) 61,927,912 Shares were issued pursuant to the Company’s capacity in under ASX Listing Rule 7.1 ( Tranche 1 Shares ); and
(b) 21,405,421 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 19 November 2015 ( Tranche 2 Shares ).

5.2 ASX Listing Rule 7.1

ASX 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.

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

By ratifying the issue of Tranche 1 Shares (the subject of Resolution 4), the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.3 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

(a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and
(b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue of Tranche 2 Shares (the subject of Resolution 5), the base figure (ie variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval. Although, it is noted that the Company’s use of the 10% annual placement capacity following this Meeting remains conditional on Resolution 5 being passed by the requisite majority.

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5.4 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 83,333,333 Shares were issued under the Placement, comprising:
(i) 61,927,912 Tranche 1 Shares issued pursuant to the Company’s capacity in under ASX Listing Rule 7.1; and
(ii) 21,405,421 Tranche 2 Shares issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 19 November 2015.
(b) the issue price was $0.012 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to sophisticated and professional investors. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue will be applied towards pre-drilling activities and the scheduled maiden drilling program at the Company’s flagship Tabac Cobalt-Gold Project in Western Australia.

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital ( 10% Placement Capacity ) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation less than $300,000,000.

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities.

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As at the date of this Notice, the Company currently has one (1) class of quoted Equity Securities on issue, being the Shares (ASX Code: DLE).

If Shareholders approve Resolution 6, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

6.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 6:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section 6.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

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The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 6 October 2016.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)
		Dilution
	Issue Price (per Share)	$0.007 50% decrease in Issue Price	$0.014 Issue Price	$0.021 50% increase in Issue Price
646,186,081 (Current Variable A)	Shares issued - 10% voting dilution	64,618,608 Shares	64,618,608 Shares	64,618,608 Shares
	Funds raised	$452,330	$904,661	$1,356,991
969,279,122 (50% increase in Variable A)	Shares issued - 10% voting dilution	6,927,912 Shares	96,927,912 Shares	96,927,912 Shares
	Funds raised	$678,495	$1,356,991	$2,035,486
1,292,372,162 (100% increase in Variable A)	Shares issued - 10% voting dilution	129,237,216 Shares	129,237,216 Shares	129,237,216 Shares
	Funds raised	$904,661	$1,809,321	$2,713,982

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 646,186,081 Shares on issue comprising:
(a) 496,186,081 existing Shares as at the date of this Notice of Meeting;
(b) 150,000,000 Shares which will be issued if Resolution 7 is passed at this Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 6 October 2016.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

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The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d)

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised for potential acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets (funds would then be used for project, feasibility studies and ongoing project administration), general working capital etc; or
(ii) as non-cash consideration for the potential acquisition of new resources assets and investments excluding previously announced acquisitions, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

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

(e)

Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

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

(f)

Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 26 November 2016 ( Previous Approval ).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 14 November 2015, the Company otherwise issued a total of 289,759,707 Shares which represents approximately 140.37% of the total diluted number of Equity Securities on issue in the Company on 14 November 2015, which was 206,426,374.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 1.

(g)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii) the information required by Listing Rule 3.10.5A for release to the market.

6.3 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

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7. RESOLUTION 7 – ISSUE OF CONSIDERATION SHARES

7.1 General

As announced on 14 September 2016, the Company has entered into a binding Terms Sheet ( Terms Sheet ) pursuant to which Westview Resources Pty Ltd (ACN 614 653 922) ( Westview ) and each of the shareholders of Westview (the Westview Shareholders ) have agreed to grant the Company an exclusive option ( Option ) to conduct due diligence on Westview, its business and the Assets (as defined below) for the purpose of determining whether to purchase 100% of the issued share capital of Westview (free from encumbrances) ( Westview Shares ), including the business and the Assets, from the Westview Shareholders for the Consideration (as defined below) ( Transaction ).

At the Settlement Date (as defined below) Westview will be the beneficial owner of 100% of the right title and interest in:

(a) tenements E53/1891 and E53/1895 (each Exploration Licence applications), located in Western Australia on the Goldfields Highway 30km west of Wiluna and 135km east of Meekatharra, and includes any and all other mining tenements applied for or granted in renewal, substitution, variation, conversion or extension, in whole or in part, of those tenements ( Tenements ), free from all encumbrances; and
(b) all mining information relating to the Tenements ( Mining Information ), including:
(i) all surveys, maps, plans, geophysical plots (including magnetics and EM) and diagrams of the Tenements and adjacent areas;
(ii) all drill samples and ores, drilling locations and logs from drilling conducted on the Tenements or adjacent areas;
(iii) all assays, reports, microprobe data, sample and visible grain count listings, geological, geochemical and petrographic samples and reports of or with respect to ores extracted from or located upon the Tenements or adjacent areas; and
(iv) all papers, notes, advices and reports extracted or compiled from or based upon the documents and items referred to above and all other data, specification records (in whatever form), reports, accounts and other documents or things and knowledge (whether reduced to writing or not) relating to the Tenements or adjacent areas, including, for the avoidance of doubt, all electronic formats of the same,

(together the Assets ).

7.2 Terms Sheet

The key terms of the Terms Sheet are set out below:

(a) Grant of Option :
(i)

Subject to the terms and conditions of this Terms Sheet, the Shareholders hereby grant the Purchaser the Option.

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(ii) The Option shall commence on the date of execution of this Terms Sheet ( Execution Date ) and end (unless exercised prior in accordance with clause 7.2(b)) 7 days from the Execution Date ( Option Period ).
(iii) On the Execution Date, the Purchaser must pay the Company a non-refundable Option fee totalling $50,000 (exclusive of GST) ( Option Fee )
(b) Exercise of Option:
(i) Subject to payment of the Option Fee, the Company may exercise the Option at any time during the Option Period by delivering to Westview a written notice stating that the Company wishes to exercise the Option ( Option Exercise Notice ).
(ii) If an Option Exercise Notice is not provided to Westview prior to the expiry of the Option Period, or such other date as is agreed by the Westview and the Company in writing, the Terms Sheet shall be at an end and each party will be released from its obligations under the Terms Sheet.
(iii) Upon the exercise of the Option, each of the Westview Shareholders will be deemed to have entered into separate agreements to sell all of the Westview Shareholders’ rights and interests in:
- (A) with respect to those Westview Shareholders fully paid ordinary shares in the capital of the Company ( Ordinary Company Shares ), all of their Ordinary Company Shares;
- (B) with respect to those Westview Shareholders holding class A shares in the capital of the Company ( Class A Company Shares ), all of their Class A Company Shares; and
- (C) with respect to those Westview Shareholders holdings class B shares in the capital of the Company ( Class B Company Shares ) ( Class B Shareholders ), all of their Class B Company Shares,

(representing 100% of the issued shares of the Company) ( Company Shares ), free from encumbrances, on the terms outlined in the Terms Sheet.

(c) Consideration: Subject to the valid exercise of the Option and the satisfaction or waiver of the conditions precedent in clause 4 of the Term Sheet, in consideration for the acquisition of the Westview Shares, the Company agrees to:
(i) issue to the Westview Shareholders (or their nominee/s):
- (A) 150,000,000 fully paid ordinary shares in the capital of the Company ( Consideration Shares );

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(B) 62,500,000 performance shares on the terms and conditions set out in Schedule 2 ( Performance Shares ), being 31,250,000 Class A Performance Shares and 31,250,000 Class B Performance Shares;

(together the Consideration Securities )

(ii) pay to the Westview Shareholders (or their nominee/s) a cash payment of $50,000 (excluding GST) ( Reimbursement ); and
(iii) a 2% net smelter return royalty on the gross sales of all future metals obtained from the Tenements and sold on an arm’s length basis ( NSR ),

(together, the Consideration ).

In the event that ASX requires amendments to the terms of the Performance Shares, the Parties agree to act reasonably to consider the ASX requirements and if agreed between the Parties, vary the terms and conditions of the Performance Shares.

The Consideration will be apportioned amongst the Westview Shareholders (or their nominee/s) in the amounts set out in Schedule 1 of the Terms Sheet and will be paid in full on the Settlement Date (as defined below).

The Westview Shareholders acknowledge and agree that at Settlement, each Shareholder (or their nominee/s) must deliver or cause to be delivered to the Company:

(i) A signed voluntary escrow agreement in a form acceptable to the Company, pursuant to which 50% of the Consideration Shares issued to each Shareholder is subject to voluntary escrow for a period of six (6) months commencing on the date of issue of those Consideration Shares, except to the extent required to enable the holder of the Consideration Shares to accept an offer under a takeover bid or to enable the Consideration Shares to be transferred or cancelled as part of a merger by way of scheme of arrangement.
(d) Conditions Precedent: Settlement of the Transaction is conditional upon the satisfaction or waiver of the following conditions precedent:
(i) Westview executing an agreement with Peter Romeo Gianni pursuant to which Westview agrees to acquire, and Mr Gianni agrees to sell, 100% of his right, title and interest in the Assets ( Gianni Agreement );
(ii) settlement of the Gianni Agreement occurring;
(iii) the Company obtaining all necessary shareholder approvals to give effect to the matters set out in the Terms Sheet pursuant to the Corporations Act 2001 (Cth) ( Corporation’s Act ), ASX Listing Rules or any other law to allow the Company to lawfully complete the matters set out in the Terms Sheet;
(iv) the Company obtaining all necessary regulatory approvals or waivers pursuant to the Corporations Act, ASX Listing Rules or

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any other law on terms acceptable to the Company to allow the Company to lawfully complete the matters set out in the Terms Sheet on conditions satisfactory to the Company (acting reasonably); and

(v) the Parties obtaining all third party approvals and consents necessary to lawfully complete the matters set out in the Terms Sheet,

(together the Conditions ).

(e) Settlement: Settlement of the Acquisition ( Settlement ) will occur on that date which is 5 business days after the satisfaction (or waiver) of all Conditions ( Settlement Date ).
(f) Company Board composition: The Parties agree that upon Settlement all directors and the secretary of Westview will resign and a minimum of two (2) new directors nominated by the Company will be appointed as directors of Westview.

Westview agrees to:

(i) appoint as additional directors those persons nominated by the Company and notified to Westview prior to Settlement, subject to receipt of consents to act and any other documentation required to permit such appointments; and
(ii) provide the written resignation of Robert Andrew Jewson and Ander Neil Taylor as directors of Westview with effect from no later than Settlement acknowledging that each such retiring director has no claim of any kind whatsoever against Westview, save for the liabilities to be satisfied via the payments described in clauses 1(c) and 3(b) of the Terms Sheet, by way of compensation or entitlement for loss of office including (without limitation) in respect of their legal entitlements to accrued long service leave and annual pay (if any).

(g)

First Right of Refusal:

(i) If at any time after the Settlement Date, the Company decide to sell, assign, transfer or otherwise dispose of the whole or any part of its interest in the Tenements ( Sale Interest ) (other than to a related body corporate) the Class B Westview Shareholders will have the first right of refusal to purchase or acquire the Sale Interest:
(A) on the same terms as those offered by an arm’s length third party to acquire the Sale Interest ( Third Party Offer ); or
(B) should no Third Party Offer exist, a price agreed between Westview and that Shareholder acting reasonably; or
(C) if no such price can be agreed, the current market value of the Sale Interest determined by way of an appointment of an expert as agreed by Westview and

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that Shareholder acting reasonably, with the costs of the expert to be borne equally between the parties,

( First Right of Refusal ).

(ii) Where more than one Class B Shareholder exercises the First Right of Refusal, the terms of the sale shall be subject to agreement between the accepting Class B Westview Shareholders.
(iii) If none of the Class B Westview Shareholders exercises the First Right of Refusal within 10 business days of it being offered to the Class B Westview Shareholders by the Purchaser, the Purchaser is free sell or otherwise sell, assign, transfer or otherwise dispose of the Sale Interest.
(h) Caveats : The parties to the Agreement may lodge such caveat as they think fit to protect their interests in the Tenements.
(i) Representations and Warranties : The Agreement contains standard representations and warranties customary for agreements of this nature.

Resolution 7 seeks Shareholder approval for the issue of the Consideration Securities.

7.3 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 5.2.

The effect of Resolution 7 will be to allow the Company to issue the Consideration Shares and Performance Shares 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.

7.4 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 7:

(a) the maximum number of Consideration Securities to be issued is:
(i) 150,000,000 Consideration Shares; and
(ii) 62,500,000 Performance Shares, comprising:
- (A) 31,250,000 Class A Performance Shares; and
- (B) 31,250,000 Class B Performance Shares;
(b) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Consideration Securities will occur on the same date;
(c) the Shares will be issued to the Westview Shareholders (or their nominee/s), none of whom are related parties of the Company;

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(d) the Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Performance Share will be issued on the terms and conditions set out in Schedule 2. As at the date of this Notice, the terms of the Performance Shares remain subject to ASX approval; and
(f) no funds will be raised from issue as the Consideration Securities as they are being issued in consideration for the acquisition of the Westview Shares.

8. RESOLUTION 8 – ADOPTION OF INCENTIVE OPTION PLAN

Resolution 8 seeks Shareholders approval for the adoption of the employee incentive scheme titled Incentive Option Plan ( Plan ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 is set out in Section 5.2.

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 8 is passed, the Company will be able to issue Incentive Options under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that no Incentive Options have previously been issued under the Plan.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Incentive Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of Incentive Options under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolutions 8 to 11 for the issue of Incentive Options to Directors pursuant to the Plan.

A summary of the key terms and conditions of the Plan is set out in Schedule 3. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary (+61 8 9322 6009). Shareholders are invited to contact the Company if they have any queries or concerns.

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9. RESOLUTIONS 8 TO 11 – ISSUE OF INCENTIVE OPTIONS TO RELATED PARTIES

9.1 General

The Company has agreed, subject to obtaining Shareholder approval, that Messrs, Gang Xu, Keong Kok Chan and Jonathan King (and/or their respective nominee/s) ( Related Parties ), be issued a total of 20,000,000 Options pursuant to the Plan ( Incentive Options ).

The purpose of the issue of the Incentive Options to the Related Parties is to further motivate and reward their respective performances in their roles as Directors of the Company.

Resolutions 9 to 11 are subject to the passing of Resolution 8.

A summary of the key terms and conditions of the Plan is set out in Schedule 3.

9.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 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 issue of the Incentive Options constitutes giving a financial benefit and Messrs Gang Xu, Keong Kok Chan and Jonathan King are related parties of the Company by virtue of being Directors of the Company.

As three (3) of the Company’s Directors are benefitting from Resolutions 9 to 11 on similar terms, a quorum of Directors cannot be constituted to ascertain whether any exceptions set out in section sections 210 to 216 of the Corporations Act apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Incentive Options to the Related Parties.

ASX Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

9.3 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of Incentive Options:

(a) The related parties are Mr Gang Xu, Mr Keong Kok Chan and Mr Jonathan King (and/or their respective nominee/s) and they are related parties by virtue of being Directors of the Company;

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(b) the maximum number of Incentive Options (being the nature of the financial benefit being provided) to be issued to the Related Parties is 20,000,000, comprising :
(i) 5,000,000 Incentive Options to Mr Gang Xu (and/or his nominee/s);
(ii) 5,000,000 Incentive Options to Mr Keong Kok Chan (and/or his nominee/s); and
(iii) 10,000,000 Incentive Options to Mr Jonathan King (and/or his nominee/s);
(c) the Incentive Options will be issued to the Related Parties (and/or their respective nominee/s) for nil cash consideration and no cash consideration will be payable upon the vesting of the Incentive Options or the subsequent issue of Shares (if any). Accordingly, no funds will be raised from the issue or vesting of the Incentive Options;
(d) the issue of Options pursuant to the Plan has not previously been approved. Accordingly, no Options have previously been issued under the Plan to a Director, an associate of the Director, or a person whose relationship with the Company, Director or associate of the Director is, in ASX’s opinion, such that approval should be obtained;
(e) as at the date of this Notice, the Related Parties are the only people covered by ASX Listing Rule 10.14 that the Board has declared to be eligible to be issued Options under the Plan (i.e. a Director, an associate of the Director, or a person whose relationship with the Company, Director or associate of the Director is, in ASX’s opinion, such that approval should be obtained);
(f) the Incentive Options will be issued to the Related Parties no later than 12 months after the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Incentive Options will be issued on one date;
(g) the Incentive Options will be issued on the terms and conditions set out in Schedule 4;
(h) the value of the Incentive Options and the pricing methodology is set out in Schedule 5;
(i) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares
Mr Gang Xu	27,192,414
Mr Keong Kok Chan	Nil
Mr Jonathan King	Nil

(j) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

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Related Party	Current Financial Year	Previous Financial Year ended 30 June 2016
Mr Gang Xu	$36,000	$120,000
Mr Keong Kok Chan1	$36,000	$17,500
Mr Jonathan King2	$210,000	$Nil

Notes:

Mr Chan was appointed as a Director on 1 December 2015.
Mr King was appointed as a Director on 15 September 2016.
(k) if the maximum number of Incentive Options granted to the Related Parties are exercised, a total of 20,000,000 Shares would be issued. This will increase the number of Shares currently on issue from 496,186,081 to 516,186,081 (assuming that no other Shares (including under any other Resolutions pursuant to this Notice of Meeting) are issued), with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.87%, comprising 0.97% by Mr Gang Xu, 0.97% by Mr Keong Kok Chan and 1.94% by Mr Jonathan King;
(l) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.025	14/9/2016
Lowest	$0.002	5/7/2016 – 17/8/2016
Last	$0.017	28/10/2016

(m) the Board acknowledges that the grant of Incentive Options to Messrs Gang Xu, Keong Kok Chan and Mr Jonathan King is contrary to Recommendation 8.2 of The Corporate Governance Principles and Recommendations (3r[d] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Incentive Options to Messrs Gang Xu, Keong Kok Chan and Mr Jonathan King is reasonable in the circumstances for the reason set out in paragraph (o);
(n) the primary purpose of the grant of the Incentive Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;
(o) Mr Gang Xu declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Incentive Options in the Company should Resolution 9 be passed. However, in respect of Resolutions 10 and 11 he recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the grant of Incentive Options to the Related Parties will align the interests of the Related Parties with those of Shareholders;

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(ii) the grant of the Incentive Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Options upon the terms proposed;
(p) Mr Keong Kok Chan declines to make a recommendation to Shareholders in relation to Resolution 10 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Incentive Options in the Company should Resolution 10 be passed. However, in respect of Resolutions 9 and 11, he recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(q) Mr Jonathan King declines to make a recommendation to Shareholders in relation to Resolution 11 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Incentive Options in the Company should Resolution 11 be passed. However, in respect of Resolutions 9 and 10, he recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(r) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Incentive Options to be issued; and
(s) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 9 to 11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Incentive Options to the Related Parties (and/or their respective nominee/s) as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Incentive Options will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

10. RESOLUTION 12 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 12 seeks the approval of Shareholders for the Company to change its name to “Riva Resources Limited”.

If Resolution 12 is passed the change of name will take effect when ASIC alters the details of the Company’s registration. It is noted the change of name is conditional on completion of the Transaction.

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If Resolution 12 is passed, the Company will lodge a copy of the special resolution with ASIC on completion of the Transaction in order to effect the change.

Resolution 12 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 12 for it to be passed.

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GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 6.1.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

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

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Dragon Energy Ltd (to be renamed ‘ Riva Resources Limited ’) (ACN 119 992 175).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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Explanatory Statement means the explanatory statement accompanying the Notice.

Incentive Option means those options issued under the Plan.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Plan means the Incentive Option Plan the subject of Resolution 8 and as summarised in Schedule 3.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2016.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 30 NOVEMBER 2015

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
Issue – 10 October 2016 Appendix 3B – 10 October 2016	83,333,333	Shares2	Sophisticated and Professional Investors	$0.012	Cash Amount raised = $1,000,000 Amount spent = $Nil Use of funds: Expenditure commitments on the Company’s Ashburton and Pilbara Iron Projects and general working capital. Proposed use of remaining funds3 Funds will be applied towards pre-drilling activities and the scheduled maiden drilling program at the Company’s flagship Tabac Cobalt-Gold Project in Western Australia.
Issue – 22 July 2016 Appendix 3B – 22 July 2016	14,642,250	Shares2	Eligible shareholders accepting entitlements pursuant to a rights issue prospectus dated 24 June 2016	$0.005 (premium of 250%)	Cash Amount raised = $73,211.25 Amount spent = $73,211.25 Use of funds: Expenditure commitments on the Company’s Ashburton and Pilbara Iron Projects and general working capital.
Issue –11 August 2016 Appendix 3B – 15 August2016	191,784,124	Shares2	Eligible shareholders accepting shortfall securities pursuant to the rights issue prospectus dated 24 June 2016	$0.005 (premium of 250%)	Cash Amount raised = $958,920.62 Amount spent = $258,000.00 Use of funds: Expenditure commitments on the Company’s Ashburton and Pilbara Iron Projects and general working capital. Proposed use of remaining funds3  Progression of the Tabac Cobalt Project  Working Capital

Notes:

Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
Fully paid ordinary shares in the capital of the Company, ASX Code: DLE (terms are set out in the Constitution).
This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

The terms of the Performance Shares are set out as follows:

Rights attaching to the Performance Shares

(a) ( Performance Shares ) Each Performance Share is a share in the capital of Dragon Energy Ltd (ACN 119 992 175) ( Purchaser ).
(b) ( No voting rights ) A Performance Share does not entitle the holder to vote on any resolutions proposed by the Purchaser except as otherwise required by law.
(c) ( No dividend rights ) A Performance Share does not entitle the holder to any dividends.
(d) ( No rights to return of capital ) A Performance Share does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(e) ( Rights on winding up ) A Performance Share does not entitle the holder to participate in the surplus profits or assets of the Purchaser upon winding up.
(f) ( Not transferable ) A Performance Share is not transferable.
(g) ( Reorganisation of capital ) If at any time the issued capital of the Purchaser is reconstructed, all rights of a holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.
(h) ( Application to ASX ) The Performance Shares will not be quoted on ASX. However, if the Purchaser is listed on ASX at the time of conversion of the Performance Shares into fully paid ordinary shares ( Shares ), the Purchaser must within 10 Business Days apply for the official quotation on the ASX of the Shares arising from the conversion.
(i) ( Participation in entitlements and bonus issues ) A Performance Share does not entitle a holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(j) ( Amendments required by ASX ): The terms of the Performance Shares may be amended as necessary by the Purchaser’s board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the ASX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.
(k) ( No other rights ) A Performance Share gives the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Conversion of the Performance Shares

(l) ( Conversion on achievement of milestone ) Subject to paragraph (o), a Performance Share in the relevant class will, upon achievement of the relevant milestone, convert into one Share.
(m) ( Milestones ) Subject to paragraph (o), a Performance Share in the relevant class will convert upon achievement of:

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(i) Class A Performance Shares: the achievement of an Inferred Mineral Resource in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition) (JORC Code) (including cumulative production) of not less than 50,000 tonnes contained Cobalt at a minimum grade of 0.3% Cobalt within the Tenements ( Milestone ); and
(ii) Class B Performance Shares: the achievement of an Inferred Mineral Resource in accordance with the JORC Code (including cumulative production) of not less than 100,000 tonnes contained Cobalt at a minimum grade of 0.3% Cobalt within the Tenements ( Milestone ),
(n) ( Conversion on change of control ) Subject to paragraph (o) and notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:
(i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Purchaser having received acceptances for more than 50% of the Purchaser’s Shares on issue and being declared unconditional by the bidder; or
(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Purchaser or its amalgamation with any other company or companies,

that number of Performance Shares that is equal to 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Shares then on issue as well as on a pro rata basis for each holder. Performance Shares that are not converted into Shares under this paragraph will continue to be held by the holders on the same terms and conditions.

(o) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ) If the conversion of a Performance Share under paragraph (l) or (n) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition:
(i) Holders may give written notification to the Purchaser if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Purchaser to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.
(ii) The Purchaser may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph (o)(i) within seven days if the Purchaser considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Purchaser to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

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(p) ( Lapse of Performance Share ) each Performance Share shall expire on the date that is five (5) years from the date of issue ( Expiry Date ) if the relevant Milestone attached to that Performance Share has not been achieved, at which time the Company will redeem the relevant Performance Shares in accordance with paragraph (q) below.
(q) ( Redemption if Milestone not achieved ) If the relevant Milestone is not achieved by the required date, then each Performance Share in that class will be automatically redeemed by the Purchaser for the sum of $0.00001 within 10 Business Days of non-satisfaction of the Milestone.
(r) ( Conversion procedure ) The Purchaser will issue the Holder with a new holding statement for any Share issued upon conversion of a Performance Share within 10 Business Days following the conversion.
(s) ( Ranking upon conversion ) The Share into which a Performance Share may convert will rank pari passu in all respects with existing Shares.

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SCHEDULE 3 – SUMMARY OF INCENTIVE OPTION PLAN

The key terms of the Incentive Option Plan are as follows:

(a) Eligibility : Participants in the Plan may be:
(i) a Director (whether executive or non-executive) of the Company, its subsidiaries and any other related body corporate of the Company ( Group Company );
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 (or any amendment to or replacement of that Class Order) ( Class Order ); or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a Participant under clauses (a), (b) or (c) above,

who is declared by the Board to be eligible to receive grants of Options under the Plan ( Participants ).

(b) Administration of Plan : The Board is responsible for the operation of the Plan and has a broad discretion to determine which Participants will be offered Options under the Plan.
(c) Offer: The Board may issue an offer to a Participant to participate in the Plan. The offer:
(i) set out the number of Options offered under the Plan;
(ii) will specify the exercise price and expiry date of the Options;
(iii) will specify any exercise conditions and restriction periods applying to the Options;
(iv) will specify an acceptance period; and
(v) specify any other terms and conditions attaching to the Options.
(d) Issue price: unless the Options are quoted on the ASX, Options issued under the Plan will be issued for no more than nominal cash consideration.
(e) Exercise Conditions: An Option may be made subject to exercise conditions as determined by the Board in its discretion and as specified in the offer for the Option.
(f) Restriction Periods : a Share issued on exercise of an Option may be made subject to a restriction period as determined by the Board in with the Plan and as specified in the Offer for the Option.
(g) Lapse of Options: Subject to this Plan, a Participant’s unexercised Option will lapse immediately and all rights in respect of that Option will be lost if, in respect of the Option:

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(i) the relevant person ceases to be a Participant for any reason whatsoever (including without limitation resignation or termination for cause) and:
(A) any exercise conditions have not been met by the date the relevant person ceases to be a Participant ( Ceasing Date ); or
(B) where any exercise conditions have been met by the Ceasing Date or the Option is not subject to any exercise conditions, the Participant does not exercise the Option within a period of three (3) months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);
(ii) any exercise conditions are unable to be met; or
(iii) the expiry date has passed,

whichever is earlier.

(h) Power of attorney : Each Participant, in consideration of an offer, irrevocably appoints the Company and any person nominated from time to time by the Company (each an "attorney"), severally, as the Participant's attorney to complete and execute any documents including applications for Shares and Share transfers and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of the Plan.
(i) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
(j) Restriction on transfer: Options will not be transferable except to the extent provided for by the Plan or unless the Offer provides otherwise.
(k) Quotation on ASX: Options will not be quoted on the ASX, except to the extent provided for by the Plan or unless the Offer provides otherwise.
(l) Rights attaching to Shares : Each Share issued on exercise of an Option will have the same terms and conditions as the Company’s issued Shares (other than in respect of transfer restrictions imposed by the Plan) and it will rank equally with all other issued Shares from the issue date except for entitlements which have a record date before the issue date.

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SCHEDULE 4 – TERMS AND CONDITIONS OF INCENTIVE OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.03 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 December 2019 ( 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) 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) 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 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

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must, no later than 20 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) 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.

(j) 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.

(k)

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.

(l)

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.

(m)

Unquoted

The Company will not apply for quotation of the Options on ASX.

(n)

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 5 – VALUATION OF INCENTIVE OPTIONS

The Incentive Options to be issued to the Related Parties pursuant to Resolutions 9 to 11 have been valued by internal management.

Based on the assumptions set out below, the Incentive Options were ascribed the following value:

Incentive Options

Using the Black & Scholes option model and based on the assumptions set out below, the Incentive Options were ascribed the following value:

Assumptions:

Valuation date	22 September 2016
Market price of Shares	1.5 cents
Exercise price	3 cents
Expiry date (length of time from issue)	31 December 2019
Risk free interest rate	3%
Volatility (discount)	100%

Indicative value per Incentive Options	0.45 cents

Total Value of Incentive Options	$112,500

-Mr Gang Xu	$22,500
-Mr Keong Kok Chan	$22,500
- Mr Jonathan King	$45,000

Note: The valuation noted above is not necessarily the market price that the Incentive Options could be traded at and is not automatically the market price for taxation purposes.

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PROXY FORM

DRAGON ENERGY LIMITED (TO BE RENAMED ‘RIVA RESOURCES LIMITED’) ACN 119 992 175

ANNUAL GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 2:00pm (WST), on 30 November 2016 at Suite 8/1297, Hay Street, West Perth, WA 6005, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on 1, 8, 9, 10, and 11 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 8, 9, 10 and 11 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair 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 on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Jie Chen
Resolution 3	Election of Director – Mr Keong Chan
Resolution 4	Ratification of Prior Issue of Shares – LR 7.1
Resolution 5	Ratification of Prior Issue of Shares – LR 7.1A
Resolution 6	Approval of 10% Placement Capacity
Resolution 7	Issue of Consideration Shares
Resolution 8	Adoption of Incentive Performance Rights Plan
Resolution 9	Issue of Performance Rights to a Related Party – Mr Gang Xu
Resolution 10	Issue of Performance Rights to a Related Party – Mr Keong
	Kok Chan
Resolution 11	Issue of Performance Rights to a Related Party – Mr
	Jonathan King
Resolution 12	Change of Company Name – Riva Resources Limited

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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If two proxies are being appointed, the proportion of voting rights this proxy represents is:

Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

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Instructions for completing Proxy Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Dragon Energy Limited, Suite 8, 1297 Hay Street, West Perth, WA, Australia, 6005; or
(b) facsimile to the Company on facsimile number +61 8 9322 6128; or
(c) email to the Company at [email protected]

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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AI assistant

LOTUS RESOURCES LIMITED — AGM Information 2016

65254_rns_2016-10-27_34eae7c8-f5ac-40f8-91b2-c8e64f8461ed.pdf

DRAGON ENERGY LTD (TO BE RENAMED ‘RIVA RESOURCES LIMITED’) ACN 119 992 175 NOTICE OF ANNUAL GENERAL MEETING

The business of the Meeting affects your shareholding and your vote is important.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JIE CHEN

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR KEONG KOK CHAN

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

8. RESOLUTION 7 – ISSUE OF CONSIDERATION SHARES

9. RESOLUTION 8 – ADOPTION OF INCENTIVE OPTION PLAN

Voting Prohibition Statement:

10. RESOLUTION 9 – ISSUE OF INCENTIVE OPTIONS TO A RELATED PARTY – MR GANG XU

Voting Prohibition Statement:

11. RESOLUTION 10 – ISSUE OF INCENTIVE OPTIONS TO A RELATED PARTY – MR KEONG KOK CHAN

Voting Prohibition Statement:

12. RESOLUTION 11 – ISSUE OF INCENTIVE OPTIONS TO A RELATED PARTY – MR JONATHAN KING

Voting Prohibition Statement:

13. RESOLUTION 12 – CHANGE OF COMPANY NAME

Dated: 28 October 2016

By order of the Board

Voting in person

Voting by proxy

EXPLANATORY STATEMEN T

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JIE CHEN

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Board recommendation

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR KEONG KOK CHAN

4.1 General

4.2 Qualifications and other material directorships

4.3 Independence

4.4 Board recommendation

5. RESOLUTIONS 4 AND 5 – RATIFICATION OF PRIOR ISSUE – SHARES

5.1 General

5.2 ASX Listing Rule 7.1

5.3

ASX Listing Rule 7.1A

5.4 Technical information required by ASX Listing Rule 7.4

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

6.2 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

The table above uses the following assumptions:

(d)

Purpose of Issue under 10% Placement Capacity

(e)

Allocation policy under the 10% Placement Capacity

(f)

Previous approval under ASX Listing Rule 7.1A

(g)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

6.3 Voting Exclusion

7. RESOLUTION 7 – ISSUE OF CONSIDERATION SHARES

7.1 General

7.2 Terms Sheet

(together the Consideration Securities )

(together, the Consideration ).

(g)

First Right of Refusal:

( First Right of Refusal ).

7.3 ASX Listing Rule 7.1

7.4 Technical information required by ASX Listing Rule 7.1

8. RESOLUTION 8 – ADOPTION OF INCENTIVE OPTION PLAN

LOTUS RESOURCES LIMITED AGM Information 2016