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MAGMATIC RESOURCES LIMITED AGM Information 2017

Oct 5, 2017

65290_rns_2017-10-05_adbb509a-210d-4b0f-9fcb-15ff7409ed42.pdf

AGM Information

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MAGMATIC RESOURCES LIMITED ABN 32 615 598 322

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

Date of Meeting: 16, November 2017 Time of Meeting: 10.00am (WST) Place of Meeting: CWA House, Level 2, 1176 Hay Street, West Perth Western Australia 6005

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

MAGMATIC RESOURCES LIMITED

ABN 32 615 598 322

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2017 annual general meeting of shareholders of Magmatic Resources Limited ABN 32 615 598 322 (" Company ") will be held at CWA House, Level 2, 1176 Hay Street, West Perth Western Australia 6005 Western Australia at 10.00am (WST) on 16 November 2017.

The Explanatory Memorandum which accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be considered and contains a glossary of defined terms for terms that are not defined in full in this Notice of Annual General Meeting.

AGENDA

ANNUAL FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Annual Financial Report, the Directors' Report and Auditor's Report for the Company and its controlled entities for the period ended 30 June 2017.

RESOLUTIONS

1. Adoption of Remuneration Report

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

" That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report for the Company and its controlled entities for the period ended 30 June 2017 be adopted. "

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

2. Re-election of David Berrie as a Director

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

“That for the purposes of Listing Rule 14.4 and article 12.3 of the Constitution and for all other purposes, Mr Berrie, being a Director who retires by rotation, and being eligible, offers himself for re-election, be re-elected as a Director.”

3. Re-election of Malcolm Norris as a Director

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

“That for the purposes of Listing Rule 14.4 and article 12.8 of the Constitution and for all other purposes, Mr Norris, being a Director who was appointed to fill a casual vacancy, and being eligible, offers himself for re-election, be re-elected as a Director.”

1

4. Approve 10% Placement Facility

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

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

VOTING EXCLUSIONS

For the purposes of the Corporations Act and Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions. The Company will disregard any votes on the following Resolutions cast by or on behalf of the following persons:

Resolution Excluded parties
Resolution 1 Members of the Key Management Personnel whose remuneration is detailed in the
Remuneration Report and their closely related parties (which includes spouse, child,
dependent, other family members and any controlled company).
Resolution 4 Any person who may participate in the proposed issue and any person who might
obtain a benefit, except a benefit solely in the capacity of a Shareholder if the
resolution is passed, and any of their associates.

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

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

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

BY ORDER OF THE BOARD

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Ian Hobson Company Secretary

Dated: 6 October 2017

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MAGMATIC RESOURCES LIMITED ABN 32 615 598 322

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be considered at the first Annual General Meeting of Shareholders to be held at CWA House, Level 2, 1176 Hay Street, West Perth Western Australia 6005 Western Australia at 10.00am (WST) on 16 November 2017.

The Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting. For the assistance of Shareholders, a glossary of defined terms is included at the end of this Explanatory Memorandum.

Full details of the business to be considered at this Annual General Meeting are set out below.

Annual financial statements and reports

The Corporations Act requires that the Annual Report (which includes the Annual Financial Report, Directors’ Report and Auditor’s Report) be laid before the Annual General Meeting.

There is no requirement for the Shareholders to approve the Annual Report. However, Shareholders will be given an opportunity to ask questions and make comments about the Annual Report or the Company generally but there will be no formal resolution submitted to the Meeting in respect of it.

The auditor responsible for preparing the Auditor's Report for the year ended 30 June 2017 (or his representative) will attend the Meeting. The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:

  • (a) the conduct of the audit;

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

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

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

To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have by mail to the Company Secretary's office, Level 1, 11 Lucknow Place, West Perth WA 6005 , or by email to [email protected] so that it is received by no later than 5.00pm (WST) on 7 November 2017. In accordance with section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out the questions directed to the auditor received in writing from members, being questions which the auditor considers relevant to the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report. The Chairman will allow reasonable opportunity to respond to the questions set out on this list.

1. Resolution 1 – Adoption of Remuneration Report

The Remuneration Report of the Company for the financial period ended 30 June 2017 is set out on pages 22-27 of the Company's 2017 Annual Report. It sets out a range of matters relating to the remuneration of the Key Management Personnel, which includes the Directors, executives and senior managers of the Company.

Pursuant to section 250R(2) of the Corporations Act 2001 (Cth), a resolution that the Remuneration Report be adopted must be put to vote at the Company's Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the

Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

In accordance with the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must go up for re-election.

At the Company’s previous annual general meeting the votes against the remuneration report were less than 25% of the votes cast on the resolution. As such, Shareholders will not need to consider a spill resolution at this Meeting.

The Company encourages all Shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

1.1

Voting exclusions

The Company will disregard any votes cast on this resolution by or on behalf of members of Key Management Personnel whose remuneration details are included in the Remuneration Report and any closely related parties of those persons.

Key Management Personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s Key Management Personnel for the financial year ended 30 June 2017. Their closely related parties are defined by the Corporations Act and include certain of their family members, dependants and companies they control.

If you appoint the Chairman as your proxy and have not directed him how to vote, you are expressly authorising the Chairman to cast your undirected proxy on this resolution in accordance with his stated intentions. The Chairman intends to vote all undirected proxies in favour for this resolution.

If you appoint any other member of the Board, a member of senior management who is named in the Remuneration Report, or their closely related parties as your proxy, they will not be able to vote your proxy on this resolution unless you have directed them how to vote.

2. Resolution 2 – Re-election of Mr David Berrie as a Director

In accordance with the Listing Rules and article 12.3 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re-election. The Directors to retire are:

  • (a) those who have been in office for 3 years since their appointment or last reappointment;

  • (b) those who have been longest in office since their appointment or last re-appointment; or

  • (c) if the Directors have been in office for an equal length of time, by agreement.

Mr Berrie, being eligible for re-election pursuant to the Company's constitution, offers himself for re-election.

Mr. David Berrie has over 30 years’ experience in the mining industry. Mr Berrie worked as a solicitor in the mining team at Clayton Utz before joining the international mining house Western Mining Corporation in 1987 with much of that time spent in the exploration division before transitioning over to BHP Billiton. Mr Berrie has extensive public company experience and continues to be a director of Summit Resources Ltd, which is listed on the ASX (ASX: SMM).

Mr Berrie has a Bachelor of Laws and a Bachelor of Juris prudence from the University of Western Australia.

Further information regarding Mr Berrie is set out in the Directors’ Report of the Annual Report.

Apart from Mr Berrie (who has an interest in the Resolution), the remaining Directors recommend to Shareholders that Mr Berrie be re-elected.

3. Resolution 3 – Re-election of Mr Malcolm Norris as a Director

In accordance with the Listing Rules and article 12.8 of the Constitution, a Director appointed to fill a casual vacancy must retire from office and are eligible for re-election.

Mr Norris, being eligible for re-election pursuant to the Company's constitution, offers himself for re-election.

Mr. Malcolm Norris is a geologist with extensive experience in business management, asset transactions and exploration with a focus on porphyry copper-gold discovery. He is currently the managing director of Sunstone Metals Ltd. (ASX:STM). Previously chief executive officer and managing director of SolGold Plc, Mr Norris holds a Bachelor of Science (Geology, Hons 1) from the University of Queensland, a Master of Science from the University of Western Ontario and a Master of Applied Finance (Kaplan).

Further information regarding Mr Norris is set out in the Directors’ Report of the Annual Report.

Apart from Mr Norris (who has an interest in the Resolution), the remaining Directors recommend to Shareholders that Mr Norris be re-elected.

4. Resolution 4 – Approve a 10% Placement Facility

Background

Listing Rule 7.1A permits eligible entities that have obtained the approval of shareholders by special resolution at an annual general meeting to issue an additional 10% of issued capital by way of placements over a 12 month period ( 10% Placement Facility ).

The Company is an eligible entity (being an entity with market capitalisation of less than $300 million and is not included in the S&P/ASX 300 index) and seeks Shareholder approval under this resolution for the 10% Placement Facility.

Requirements of ASX Listing Rule 7.1A

  • (a) Quoted securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing class of equity securities of the Company that are quoted on ASX. As at the date of this Notice, the Company’s fully paid ordinary shares and March 2017 Options are quoted on ASX.

  • (b) Number of equity securities that may be issued

Listing Rule 7.1 permits the Company to issue 15% of issued capital over a 12 month period without shareholder approval. The 10% Placement Facility under Listing Rule 7.1A is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. The effect of Shareholders passing this resolution is to allow the Company to issue up to 25% of its issued capital during the next 12 months without obtaining specific Shareholder approval before the placement.

The exact number of additional equity securities that the Company may issue under the 10% Placement Facility is not fixed but is calculated under a formula prescribed by the Listing Rules (set out below).

At the date of this Notice the Company has 80,250,000 Shares on issue. If all the Resolutions in this Notice are passed, the Company will be permitted to issue (as at the date of this Notice):

  • (i) 11,750,000 equity securities under Listing Rule 7.1 (15% placement capacity); and

  • (ii) 8,000,000 equity securities under Listing Rule 7.1A (10% Placement Facility).

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to paragraph 7.2(c) below).

(c) Formula for calculating the number of equity securities that may be issued under the 10% Placement Facility.

If this resolution is passed, the Company may issue or agree to issue, during the 12 month period after this Meeting, the number of equity securities calculated in accordance with the following formula:

(A x D) – E

Where:

  • A The number of fully paid ordinary securities on issue 12 months before the issue date or date of agreement to issue:

  • plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2,

  • plus the number of partly paid ordinary securities that became fully paid in the 12 months,

  • plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rule 7.1 or Listing Rule 7.4,

  • less the number of fully paid ordinary securities cancelled in the 12 months.

  • D 10%

  • E The number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

Information required under the Listing Rules

  • (d) Minimum price

The issue price of any equity security under the 10% Placement Facility will be no less than 75% of the volume weighted average price for securities in the same class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

  • (i) the date on which the price at which the securities are to be issued is agreed; or

  • (ii) if the securities are not issued within five trading days of the date above, the date on which the securities are issued.

  • (e) Risk of economic and voting dilution

If this resolution is passed and the Company issues securities under the 10% Placement Facility, then there is a risk to existing Shareholders of economic and voting dilution including the risk that:

  • (i) the market price for equity securities in the same class may be significantly lower on the issue date of the new equity securities than on the date of this Meeting; and

  • (ii) the new equity securities may be issued at a price that is at a discount to the market price for equity securities in the same class on the issue date or the new equity securities may be issued consideration for the acquisition of a new asset.

The table below identifies the potential dilution to existing Shareholders following the issue of equity securities under the 10% Placement Facility (based on the formula set out above) using different variables for the number of issued Shares and the market price of Shares. The numbers are calculated on the basis of the latest available market price of Shares before the date of this Notice and the current number of Shares on issue.

Number of
Shares on
Issue
Dilution
Issue
Price
(per Share)
$0.060 $0.120 $0.180
50% decrease
in Issue Price
Current Issue
Price
50% increase in
Issue Price
80,250,000 Shares issued 8,025,000 8,025,000 8,025,000
(Current) Shares
Shares

Shares
Funds raised $481,500.00 $963,000.00 $1,444,500.00
120,375,000 Shares issued 12,037,500 12,037,500 12,037,500
(50% increase) Shares Shares Shares
Funds raised $722,250.00 $1,444,500.00 $2,166,750.00
160,500,000 Shares issued 16,050,000 16,050,000 16,050,000
(100%
increase)
Shares Shares Shares
Funds raised $963,000.00 $1,926,000.00 $2,889,000.00

This table has been prepared on the following assumptions:

  • (i) the latest available market price of Shares as at the date of the Notice was $0.12;

  • (ii) the Company issues the maximum number of equity securities available under the 10% Placement Facility;

  • (iii) existing Shareholders’ holdings do not change from the date of this Meeting to the date of the issue under the 10% Placement Facility;

  • (iv) the Company issues Shares only and does not issue other types of equity securities (such as options) under the 10% Placement Facility; and

  • (v) the impact of placements under Listing Rule 7.1 or following the exercise of options is not included in the calculations.

  • (f) 10% Placement Period

Equity securities may be issued under the 10% Placement Facility at any time after the date of this Meeting until that date that is 12 months after this Meeting. The approval to the 10% Placement Facility under this resolution will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

  • (d)

Purposes for which equity securities may be issued

The Company may seek to issue equity securities under the 10% Placement Facility for the following purposes:

  • (i) cash consideration to fund business growth, to acquire new assets or make investments, to develop the Company’s existing assets and operations and for general working capital; and

  • (ii) non-cash consideration to acquire new assets or make investments. In these circumstances the Company provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

  • (g) Allocation policy

The Company’s allocation policy for the issue of equity securities under the 10% Placement Facility will depend on the prevailing market conditions at the time of the proposed issue. The allottees will be determined on a case-by-case basis having regard to the factors such as:

  • (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

  • (ii) the effect of the issue of the new securities on the control of the Company;

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

  • (iv) advice from corporate and other advisors.

At the date of this Notice the proposed allottees under the 10% Placement Facility have not been determined but may include existing substantial Shareholders, other Shareholders and/or new investors. None of the allottees will be a related party or an associate of a related party of the Company. Existing Shareholders may or may not be entitled to subscribe for equity securities under the 10% Placement Facility, and it is possible that their shareholding will be diluted.

If the 10% Placement Facility is used to acquire new assets or investments then it is likely that the allottees will be the vendors of these assets/investments.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any equity securities under the 10% Placement Facility.

  • (h) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously sought approval.

Directors’ recommendation

The Directors recommend Shareholders vote in favour of Resolution 4.

GLOSSARY OF TERMS

In this Explanatory Memorandum the following expressions have the following meanings: $A Australian dollars. 10% Placement Facility has the meaning given in Section 4. 10% Placement Period has the meaning given in Section 4. ASX ASX Limited ACN 008 624 691. Annual Report the Company’s Annual Report including the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2017. Auditor's Report the independent auditor's report contained in the Annual Report. Board the Board of Directors of the Company. Company Magmatic Resources Limited ABN 32 615 598 322. Constitution the Company's constitution from time to time. Corporations Act the Corporations Act 2001 (Cth) . Directors the directors of the Company from time to time. Directors' Report the directors’ report contained in the Annual Report. Equity Securities has the meaning given in Chapter 19 of the Listing Rules. Explanatory this explanatory memorandum that accompanies the Notice. Memorandum Key Management those persons having authority and responsibility for planning, Personnel directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Listing Rules the Listing Rules of ASX. Meeting or Annual the annual general meeting of Shareholders of the Company General Meeting convened by the Notice. Notice or Notice of the notice of annual general meeting which accompanies this Annual General Meeting Explanatory Memorandum. Option an option to acquire a Share. Performance Right a right to subscribe for a Share. Proxy Form the proxy form accompanying the Notice. Remuneration Report the remuneration report appearing in the Annual Report. Resolution a resolution referred to in the Notice.

Security a Share, Option or Performance Right.
Share an ordinary share in the Company.
Shareholder a shareholder of the Company.
WST Western Standard Time, being the time in Perth, Western
Australia.

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Lodge your vote:

Online:

www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

MAG

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

XX

Vote and view the annual report online

  • Go to www.investorvote.com.au or scan the QR Code with your mobile device.

  • • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 10.00am (WST) Tuesday, 14 November 2017

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Attending the Meeting

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

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

GO ONLINE TO VOTE,or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

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

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the Chairman of the Meeting

OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Magmatic Resources Limited to be held at CWA House, Level 2, 1176 Hay Street, West Perth, Western Australia on Thursday, 16 November 2017 at 10.00am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

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

For Again st
Abstain
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of David Berrie as a Director
Resolution 3 Re-election of Malcolm Norris as a Director
Resolution 4 Approve 10% Placement Facility

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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M A G

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