ACN 082 593 235

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NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

12 July 2018

Time of Meeting

11:00am (WST)

Place of Meeting

Stantons International, 1 Walker Avenue,

West Perth WA 6005

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

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Caeneus Minerals Ltd ACN 082 593 235

NOTICE OF GENERAL MEETING

Notice is given that a general meeting of Shareholders of Caeneus Minerals Ltd (ACN 082 593 235) ( Caeneus, CAD or the Company ) will be held at Stantons International, 1 Walker Avenue, West Perth WA 6005 on 12 July 2018 at 11:00am AWST for the purpose of transacting the following business referred to in this Notice of Meeting.

AGENDA

Resolution 1 - Proposed issue of Securities to Mt Roe Vendors (or their nominees)

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to:

(a) 515,000,000 Shares (at a deemed issue price of $0.002);
(b) 515,000,000 Options (exercisable at $0.003 each on or before 31 December 2020),

to the Mt Roe Vendors (or their nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

 any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 2 – Ratification of issue of Shares to RM Corporate Finance Pty Ltd

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issue of 138,000,000 Shares (at a deemed issue price of $0.0015 each) on 23 October 2017 to RM Corporate Finance Pty Ltd on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of, any person who participated in the issue or an Associate of those persons. However, the Company need not disregard a vote if:

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

(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 3 - Proposed issue of Options to RM Corporate Finance Pty Ltd

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 158,000,000 Options (exercisable at $0.003 each on or before 31 December 2020) (pursuant to the Mandate and the “signing fee” under the Sale and Purchase Agreement) to RM Corporate Finance Pty Ltd on the terms and conditions set out in the Explanatory Memorandum. ”

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Voting exclusion statement: Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 4 – Ratification of issue of Shares to sophisticated and professional investors

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issue of 133,333,333 Shares (at an issue price of $0.0015 each) on 23 October 2017 to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum.”

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

(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 5 - Proposed issue of Options to sophisticated and professional investors

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 133,333,333 Options (exercisable at $0.003 each on or before 31 December 2020) to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 6 - Proposed issue of Options to sophisticated and professional investors

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 200,000,000 Options (exercisable at $0.003 each on or before 31 December 2020) to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum. ”

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Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 7 - Approval to issue Shares and Options on conversion of Loan Notes

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

“That, for the purposes of ASX Listing Rule 7.1and for all other purposes, Shareholders authorise and approve the issues of up to 5,000,000,000 Shares to the Noteholders (or their nominees), at an issue price of $0.00025 per Share with one (1) free attaching option (exercise price of $0.0015 per option, expiry 31 December 2023), on the conversion of the outstanding amount owed by the Company under the Loan Notes, in the manner and on the terms and conditions as set out in the Explanatory Statement.”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 8 - Approval to issue Shares and Options in lieu of Interest under the Loan Notes

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to 116,394,721 Shares (at an issue price of $0.00025 per Share) and up to 116,394,721 free attaching Options (exercise price of $0.0015 per option, expiry 31 December 2023) in satisfaction of Interest payable under the Loan Notes from time to time, in the manner and on the terms and conditions as set out in the Explanatory Statement.”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 9 - Proposed issue of Options to Chinsiro Pty Ltd

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 750,000,000 Options to Chinsiro Pty Ltd on the terms and conditions set out in the Explanatory Memorandum. ”

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Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 10 - Proposed issue of Shares to DG Resource Management Ltd

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of a total of 160,000,000 Shares to DG Resources Management Ltd (and/or its nominees) on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of:

any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of those persons.

However, the Company need not disregard a vote if:

it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

Johnathon Busing Company Secretary

Dated: 11 June 2018

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How to vote

Shareholders can vote by either:

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attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote;
voting online at www.advancedshare.com.au/investor-login ; and
appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for Proxy Forms below.

Voting by a corporate Shareholder

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

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A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.
Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.
To be effective, proxies must be received by 5:00pm (AWST) on 10 July 2018. Proxies received after this time will be invalid.
Proxies may be lodged using any of the following methods:
by returning a completed Proxy Form in person or by post to: Advanced Share Registry Limited 110 Stirling Hwy Nedlands WA 6009

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PO Box 1156 Nedlands WA 6909

by faxing a completed Proxy Form to:
+61 8 9262 3723
by recording the proxy appointment and voting instructions via the internet at www.advancedshare.com.au/investor-login

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The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 5:00pm (AWST) on 10 July 2018. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the Meeting will be the entitlement of that person set out in the Company’s register of Shareholders as at 5:00pm (AWST) on 10 July 2018.

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Caeneus Minerals Ltd ACN 082 593 235

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Meeting.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

1. OVERVIEW

1.1 Background - Mt Roe Mining Pty Ltd

On 19 October 2017, Mt Roe Mining Pty Ltd ( Mt Roe ) entered into a tenement acquisition agreement in respect to E47/3846 (Roberts Hill Project) and E45/5041 (Mt Berghaus Project), both exploration licence applications in the name of Blue Ribbon Mines Pty Ltd ( Blue Ribbon Mines ). Pursuant to the tenement acquisition agreement Blue Ribbon Mines holds the above exploration licence applications on trust for Mt Roe, to be transferred subject to ministerial consent. In addition, Mt Roe has agreed to acquire 100% of the issued capital in Blue Ribbon Mines Pilbara Pty Ltd ( BRMP ) , an entity which has made an exploration licence application for E47/3857 (Yule River Project). Caeneus is a party to, and has various obligations under, the tenement acquisition agreement ( Tenement Acquisition Agreement ), which foreshadows Caeneus’ acquisition of 100% of the issued capital of Mt Roe pursuant to the Sale and Purchase Agreement (below).

E47/3846, E45/5041 and E47/3857 are hereinafter referred to as the Exploration Applications .

The Tenement Acquisition Agreement contains the following key terms:

(a) Cash consideration : $27,000 payable at Settlement to the vendor of Blue Ribbon Mines and BRMP (and/or their nominee) ( Blue Ribbon Vendor );
(b) Mt Roe Shares : Mt Roe issuing 1,750,000 fully paid ordinary shares to the Blue Ribbon Vendor (and/or their nominee);
(c) Deferred consideration : On either E47/3846 and/or E45/5041 and/or E47/3857: 100,000 ounces of JORC Inferred Resource of gold (with a minimum grade of 0.7 grams)( JORC Resource Milestone ), Caeneus must (at Caeneus' election) either:
(i) issue the Blue Ribbon Vendor (and/or its nominee) A$1.0m worth of Shares calculated using the volume weighted average price calculated over the five Trading Days prior to the notification of the satisfaction of the JORC Resource Milestone ( Deferred Consideration Shares ); or
(ii) pay A$1.0m to the Blue Ribbon Vendor (and/or its nominee);
(d) Conditions: Settlement of the Tenement Acquisition Agreement is conditional upon the satisfaction of the following:
(i) absolute satisfaction of each party on the completion of technical, financial, and legal due diligence on the business, assets and operations of the other party;
(ii) all parties to the Tenement Acquisition Agreement obtaining all relevant shareholder, government, third party and regulatory approvals;
(iii) the parties to the Sale and Purchase Agreement (see paragraph 1.2 below) being ready, willing and able to settle the Sale and Purchase Agreement on the date of Settlement.

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1.2 Key terms of the Acquisition under the Sale and Purchase Agreement

Also, on 19 October 2017, Caeneus announced that it had entered into a conditional share sale and purchase agreement ( Sale and Purchase Agreement ) to acquire 100% of the issued capital of Mt Roe (the Acquisition ).

The Sale and Purchase Agreement contains the following key terms and conditions:

(a) Cash consideration: $18,000 is payable to the Mt Roe Vendors (or their respective nominees)at Settlement; and
(b) Equity consideration :
(i) subject to obtaining Shareholder approval, Caeneus will issue 515,000,000 Shares are to be issued to the Mt Roe Vendors (or their respective nominees) as follows:
- (A) 257,500,000 Shares are to be issued at settlement of the Acquisition ( Settlement ) (following the satisfaction of all of the conditions precedent to the Acquisition) at a deemed issue price of $0.002 ( Settlement Shares ); and
- (B) 257,500,000 Shares are to be issued upon the Exploration Applications being granted as Exploration Licences on terms acceptable to Caeneus (the Exploration Licence Shares ) at a deemed issue price of $0.002; and
(ii) subject to obtaining Shareholder approval, Caeneus will issue 515,000,000 Options with an exercise price of $0.003 each and an expiry date of 31 December 2020 are to be issued to the Mt Roe Vendors (or their respective nominees) as follows:
- (A) 257,500,000 Options are to be issued at Settlement (following the satisfaction of all of the conditions precedent to the Acquisition) ( Settlement Options ); and
- (B) 257,500,000 Options are to be issued upon Exploration Applications being granted as Exploration Licences on terms acceptable to Caeneus (the Exploration Licence Options );
(c) Corporate adviser securities : RM Corporate Finance Pty Ltd has acted as Caeneus' corporate adviser in relation to the Acquisition and will be issued the following securities in consideration for the provision of its corporate advisory services:
(i) 138,000,000 Shares at a deemed issue price of $0.0015 per Share. These Shares were issued on 23 October 2017 pursuant to Caeneus' issuing capacity available under Listing 7.1; and
(ii) a total of 158,000,000 options exercisable into Shares (with an exercise price of $0.003 each with an expiry date of 31 December 2020) pursuant to the terms of the Mandate (138,000,000 Options) and as a signing fee under the Sale and Purchase Agreement (20,000,000 Options)
(d) The Settlement of the Acquisition is conditional upon the satisfaction of the following conditions precedent:
(i) absolute satisfaction of each party on the completion of technical, financial, and legal due diligence on the business, assets and operations of the other party;
(ii) all parties to the Acquisition obtaining all relevant shareholder, third party, governmental and regulatory approvals;
(iii) the Tenement Acquisition Agreement having been completed in accordance with it terms (set out in paragraph 1.1 above);
(iv) satisfaction of Caeneus as at Settlement that there has been no material adverse change in relation to the Exploration Applications.

1.3 Placement

On 23 October 2017, the Company announced the issue of 133,333,333 Shares (at an issue price of $0.0015 each) to sophisticated and professional investors.

The issue of Shares raised $200,000 before costs and subject to shareholder approval, free attaching listed Options are to be issued on a one for one basis exercisable at $0.003 each on or before 31 December 2020 to the sophisticated and professional investors.

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Funds raised under the capital raising were used for acquisition of Mount Roe and the Exploration Applications (under the Tenement Acquisition Agreement and the Sale and Purchase Agreement) and other exploration.

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2. RESOLUTION 1 – PROPOSED ISSUE OF SECURITIES TO MT ROE VENDORS (OR THEIR NOMINEES)

2.1 General

As outlined in section 1.2 of this Explanatory Memorandum, the Company proposes to seek approval for the issue of the Settlement Shares, Exploration Licence Shares, Settlement Options and Exploration Licence Options (together, the Consideration Securities ) to the Mt Roe Vendors (or their respective nominees). The Company will obtain Shareholder approval for the issue of the Deferred Consideration Shares at a later date on or about the time that JORC Resource Milestone is achieved.

2.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Company to issue the Consideration Securities pursuant to the Acquisition during the period of 3 months after the Meeting or such later date as permitted by an ASX waiver of the Listing Rules, without diminishing the Company's 15% annual placement capacity.

2.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Securities for the purpose of the Acquisition:

(a) the maximum number of Consideration Securities to be issued is:
(i) 515,000,000 Shares (constituting 257,500,000 Settlement Shares and 257,500,000 Exploration Licence Shares);
(ii) 515,000,000 Options (constituting 257,500,000 Settlement Options and 257,500,000 Exploration Licence Options);
(b) it is intended that the issue of the Consideration Securities will occur as follows:
(i) the Settlement Shares and Settlement Options will be issued on the same date, being the date of Settlement, which will be a date no later than three months after the date of the Meeting;
(ii) the Exploration Licence Shares and Exploration Licence Options will be issued on the date the Exploration Applications are granted as Exploration Licences (on terms acceptable to Caeneus) by the Department of Mines and it is intended that the Exploration Licence Shares and Exploration Licence Options will be issued on the same date. On 1 June 2018 the Company obtained a waiver from ASX of Listing Rules 7.3.2 to extend the usual 3 month period in which the Exploration Licence Shares and Exploration Licence Options so that they may be issued at any time on or before 31 July 2019 ( ASX Waiver ).The conditions of the ASX Waiver are set out in section 2.4 below;
(c) the Consideration Securities will be issued for nil cash consideration as they are being issued as consideration for the Acquisition. Accordingly, no funds will be raised from the issue. The:
(i) Settlement Shares and Exploration Licence Shares will be issued at a deemed issue price of $0.002;
(ii) Settlement Options and Exploration Licence Options will be issued with an exercise price of $0.003 each and an expiry date of 31 December 2020;
(d) the Consideration Securities will be issued to the Mt Roe Vendors (or their respective nominees), none of who are related parties of the Company, as follows:

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Mt Roe Vendor	Shares	Options
Redcode Pty Ltd	40,000,000	40,000,000
Exfortune Pty Ltd	85,000,000	85,000,000
Blue Ribbon Mines Pilbara Pty Ltd	175,000,000	175,000,000
David Stephen	50,000,000	50,000,000
Colleville Management Pty Ltd	42,500,000	42,500,000
Ishlex Investment Corp Ltd	20,000,000	20,000,000
Octeville Pty Ltd	42,500,000	42,500,000
Fox Hunt Hill Pty Ltd	20,000,000	20,000,000
Alitime Nominees Pty Ltd	20,000,000	20,000,000
Metalmite Pty Ltd	10,000,000	10,000,000
Pheakes Pty Ltd	10,000,000	10,000,000
TOTAL	515,000,0000	515,000,0000

the Settlement Shares and Exploration Licence 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 on issue and will rank equally in all respects with the Company's existing Shares on issue; and

(e) the Settlement Options and Exploration Licence Options will be issued on the terms and conditions set out in Error! Reference source not found. of this Notice.

2.4 Conditions of the ASX Waiver

The conditions on which ASX granted the ASX Waiver to the Company, in respect of the issue of the Exploration Licence Shares and Options (collectively, the Exploration Licence Securities) in this Resolution 1, are as follows:

(a) The Company issues the Exploration Licence Securities no later than 31 July 2019 subject to satisfaction of the relevant milestone.
(b) For any annual reporting period during which any of the Exploration Licence Securities have been issued or any of them remain to be issued, the Company's annual report sets out in detail the number of Exploration Licence Securities issued during the reporting period, the number of Exploration Licence Securities that remain to be issued and the basis on which the Exploration Licence Securities may be issued.
(c) In any half year or quarterly report for a period during which any of the Exploration Licence Securities have been issued or remain to be issued, the Company must include a summary statement of the number of Exploration Licence Securities issued during the reporting period, and the number of Exploration Licence Securities that remain to be issued and the basis on which the Exploration Licence Securities may be issued.
(d) The Company includes the terms of this waiver in the Notice.

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(e) The Notice contains the full terms and conditions on which the Exploration Licence Securities are proposed to be issued.
(f) The milestones which must be satisfied for the Exploration Licence Securities to be issued are not varied.

3. RESOLUTION 2 - RATIFICATION OF ISSUE OF SHARES TO RM CORPORATE FINANCE PTY LTD

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 for the ratification of the previous issue of 138,000,000 Shares (at a deemed issued price of $0.0015 each) on 23 October 2017 to RM Corporate Finance Pty Ltd ( RM Corporate ).

RM Corporate entered into a corporate advisory mandate with the Company on 16 October 2017 to provide corporate advisory services to the Company in relation to the Acquisition ( Mandate ).

Pursuant to the terms of the Mandate, the Company agreed to pay RM Corporate for the provision of its services as follows:

(a) 138,000,000 Shares (at a deemed issued price of $0.0015 each); and
(b) 158,000,000 listed options exercisable into Shares with an exercise price of $0.003 each and an expiry date of 31 December 2020 (these options are the subject of Resolution 3 in this Notice of Meeting).

Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares to RM Corporate.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

The following information in relation to the issue of the Shares to RM Corporate is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 138,000,000 Shares were issued;
(b) the Shares were issued for nil cash consideration as they were issued as consideration for services provided by RM Corporate to the Company pursuant to the Mandate. Accordingly, no funds were raised from the issue. The Shares were issued with a deemed nil issue price;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares on issue and rank equally in all respects with the Company’s existing Shares on issue; and
(d) the Shares were issued to RM Corporate, which is not a related party of the Company.

4. RESOLUTION 3 - PROPOSED ISSUE OF OPTIONS TO RM CORPORATE FINANCE PTY LTD

Resolution 3 seeks the approval of Shareholders for the issue of 158,000,000 Options exercisable at $0.003 each on or before 31 December 2020 to RM Corporate. 158,000,000 Options are to be issued to RM Corporate pursuant to the terms of the Mandate (see summary of Mandate in section 3 above). 20,000,000 Options are to be issued to RM Corporate as a signing fee contained in the Sale and Purchase Agreement (see section 1.2(c) above).

As noted above, Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

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The effect of Resolution 3 will be to allow the Company to issue the Options to RM Corporate pursuant to the Mandate and the Sale and Purchase Agreement during the period of 3 months after the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules), without using the Company’s 15% annual placement capacity.

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Options to be issued to RM Corporate:

(a) the maximum number of Options to be issued is 158,000,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue will occur on the same date;
(c) the Options will be issued for nil cash consideration as they will be issued as consideration for services provided by RM Corporate to the Company pursuant to the Mandate and as a signing fee under the Sale and Purchase Agreement (for services provided in assisting the Company in negotiating the Sale and Purchase Agreement). Accordingly, no funds will be raised from the issue;
(d) the Options will be issued to RM Corporate, which is not a related party of the Company; and
(e) the Options will be issued on the terms and conditions set out in Schedule 22 of this Notice.

5. RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 7.4 for the ratification of the previous issue of 133,333,333 Shares (at an issue price of $0.0015 each) on 23 October 2017 to sophisticated and professional investors (referred to in section 1.3 above). As announced on 23 October 2017, the issue of the Shares raised $200,000 before costs, and free attaching Options are to be issued on a one for one basis exercisable at $0.003 each on or before 31 December 2020 to the sophisticated and professional investors who participated in the placement (the issue of these Options is the subject of Resolution 5) ( Capital Raising ).

Resolution 4 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the previous issue of those Shares under the Capital Raising.

The following information in relation to the Shares issued under the Capital Raising is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 133,333,333 Shares were issued;
(b) the Shares were issued at an issue price of $0.0015 each to raise a total of $200,000;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares on issue and rank equally in all respects with the Company’s existing Shares on issue;
(d) the Shares were issued to sophisticated and professional investors, all of whom are unrelated parties of the Company; and
(e) funds raised from the issue will be used for the Company’s exploration efforts at its Columbus Marsh Project in Nevada and the Pardoo Nickel Project in Western Australia.

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6. RESOLUTION 5 – PROPOSED ISSUE OF OPTIONS TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Resolution 5 seeks Shareholder approval for the issue of 133,333,333 Options exercisable at $0.003 each on or before 31 December 2020 to sophisticated and professional investors who participated in the Capital Raising (referred to in section 1.3 and Resolution 4 above) as announced by the Company on 23 October 2017. The Options will be issued as free attaching options on the basis of one Option for every one Share issued under the Capital Raising.

The effect of Resolution 5 will be to allow the Company to issue the Options under the Capital Raising during the period of 3 months after the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules), without using the Company’s 15% annual placement capacity.

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

(a) the maximum number of Options to be issued is 133,333,333;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue will occur on the same date;
(c) the Options will be issued for nil cash consideration as they are being issued as free options attaching to the issue of Shares under the Capital Raising on the basis of one Option for every one Share. Accordingly, no funds will be raised from the issue;
(d) the Options will be issued to sophisticated and professional investors that participated in the Capital Raising, none of whom are related parties of the Company; and
(e) the Options will be issued on the terms and conditions set out in Schedule 22 of this Notice.

7. RESOLUTION 6 – PROPOSED ISSUE OF OPTIONS TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Resolution 6 seeks Shareholder approval for the issue of 200,000,000 free attaching Options exercisable at $0.003 each on or before 31 December 2020 to sophisticated and professional investors under the capital raising announced by the Company on 3 October 2017 ( First October Capital Raising ). Pursuant to the First October Capital Raising the Company issued 200,000,000 Shares at an issue price of $0.0015 per Share to raise $300,000 from sophisticated and professional investors. The Options will be issued as free attaching options on the basis of one Option for every one Share issued to sophisticated and professional investors who participated in the First October Capital Raising.

The Company previously sought approval for the issues of these Options pursuant to Resolution 9 of its 2017 Annual General Meeting held on 30 November 2017. However, as a result of the Company’s application to the Federal Court (which was finalised on 9 April 2018), the Company did not issue the Options within the required time frame under ASX Listing Rule 7.3.2. Accordingly, the Company now re-seeks Shareholder approval for the issue of these Options.

The effect of Resolution 6 will be to allow the Company to issue the Options under the First October Capital Raising during the period of 3 months after the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules), without using the Company’s 15% annual placement capacity.

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Options pursuant to the First October Capital Raising:

(a) the maximum number of Options to be issued is 200,000,000;

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(b) the Options will be issued no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue will occur on the same date;
(c) the Options will be issued for nil cash consideration as they are being issued as free options attaching to the issue of Shares under the First October Capital Raising on the basis of one Option for every one Share. Accordingly, no funds will be raised from the issue of the Options;
(d) the Options will be issued to sophisticated and professional investors that participated in the First October Capital Raising, none of whom are related parties of the Company; and
(e) the Options will be issued on the terms and conditions set out in Schedule 2 of this Notice.

8. RESOLUTION 7 - 8 (INCLUSIVE) – APPROVAL TO ISSUE SHARE AND OPTIONS ON CONVERSION OF LOAN NOTES AND IN LIEU OF INTEREST

8.1 General

On 20 April 2018, the Company entered into a fundraising agreement with Chinsiro Pty Ltd (AFSL: 497 051) ( Lead Manager ) for the purposes of recapitalising the Company with independent new professional and sophisticated investors ( Fundraising Agreement ).

Key terms of the Fundraising Agreement include:

(a) the Lead Manager will, on a best endeavours basis, assist the Company in raising up to $1,250,000 through convertible loan notes to one or more investors who are not related parties of the Company and who are exempt investors (who do not require a disclosure document) under section 708(8) and 708(1) of the Corporations Act ( Loan Notes );
(b) subject to and conditional upon the Company obtaining all necessary shareholder and regulatory approvals, the Loan Notes will convert into Shares in the Company at $0.00025 per Share with one (1) free attaching option (exercise price $0.0015 per option, expiry 31 December 2023) for every Share issued;
(c) interest will accrue on the value of the Loan Note at 5% per annum (compounding daily) and will be converted into Shares and free attaching options as per paragraph (b) above;
(d) the term of the Loan Notes will be twelve months from the date of the Loan Note deed unless otherwise agreed by the noteholder and the Company.
(e) In consideration for the services provided by the Lead Manager under the Fundraising Agreement, the Company will pay the Lead Manager the following:
(i) $10,000 (exclusive of GST) within two business days of the Company receiving cleared funds under the Loan Notes;
(ii) 6% of the total funds received by the Company under the Loan Notes payable in Options (with an issue price of $0.0001 per Option and otherwise on the same terms as the Options issued under the Loan Notes in Schedule 3). For the avoidance of doubt, based on full subscription of $1.25 million being drawn down by the Company under the Loan Notes, the Company will issue up to 750,000,000 Options to the Lead Manager (and or its nominee) ( Lead Manager Options ).

On 30 April 2018 the Company announced that, with the assistance of the Lead Manager, the Company had successfully obtained full subscription of $1,250,000 under the Loan Notes.

8.2 Terms of Loan Notes

The key terms of the Loan Notes are as follows:

(a) the Loan Notes are unsecured and repayable within twelve (12) months of being entered into on 19 April 2018 ( Loan Date ), being a repayment date of 19 April 2019 ( Repayment Date );

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(b) the aggregate principal sum advanced under the Loan Notes is $1,250,000, as follows:

Noteholder	Principal Sum	Number of Shares	Number of Options
Noteholders	$1,250,000	5,000,000,000	5,000,000,000
Total	$1,250,000	5,000,000,000	5,000,000,000

1 Plus any Shares and Options issued on conversion of any Interest payable, see paragraph (h) below.

(c) each Loan Note and, where applicable, any accrued interest will convert into Shares at the conversion price of $0.00025 per Share ( Conversion Price ) with a one for one free attaching Option (exercise price of $0.0015 per Option, expiry 30 June 2023);
(d) subject to Shareholder approval under this Resolutions 7-8 (inclusive), the Noteholders (or their nominees) will be entitled (but not obligated) to convert all or a portion of the Loan Notes into Shares (and free attaching Options) by delivering a conversion notice to the Company at any time prior to 5.00pm on the Repayment Date and the Company must issue the Shares (and free attaching Options) on conversion as soon as reasonably practicable after obtaining all the necessary shareholder and regulatory approvals;
(e) the Loan Notes may otherwise be repaid in cash or converted in whole or part, as agreed by the Company and the Noteholder;
(f) the Loan Notes are transferable with the prior written consent of the Company;
(g) interest on the amount advanced under the Loan Notes accrues at the rate of 5% per annum (compounding daily) and is repayable on the Repayment Date unless converted into Shares (and free attaching Options) at the election of the Company ( Interest ). At the election of the Company, the Interest is convertible into Shares at the Conversion Price (and free attaching Options). Accordingly, the number of Shares (and free attaching Options) to be issued on conversion of the Interest will be equal to the total amount of Interest payable divided by the Conversion Price;
(h) the table below sets out the indicative number of Shares (and free attaching Options) which the Noteholders may be issued in the Company (on the basis of the assumptions set out in that table) if the Loan Notes are converted into Shares, and Interest payments are made by the issuing of Shares. The Company anticipates that the Noteholders will give notice to convert the Loan Notes (and all accrued Interest) soon after the Company obtains the necessary Shareholder approvals. Accordingly, the table below assumes that the Loan Notes are not converted or repaid until the date that is 3 months after the Meeting date (estimate of 15 October 2018 at the time this Notice was prepared) and that the Noteholders elect to receive all Interest accruing by way of the issue of Shares (and free attaching Options) (accrued up to 15 October 2018). The actual number of Shares (and free attaching Options) may vary from that indicated below, based on the application of the terms of the Loan Notes and the amount of Interest payable at the time of the Noteholders’ election to convert:

Noteholder	Maximum amount of Interest payable (based on Interest accrued from the Loan Date to 15 October 2018 being an estimate of the latest possible date the Shares could be issued under Resolution 8 of this Notice)	Number of Interest Shares1	Number of (free attaching) Interest Options
Noteholders	$29,099	116,394,721	116,394,721
Total	$29,099	116,394,721	116,394,721

1 Which is in addition to the Shares and Options issued on conversion of the Loan Note principal sum, see paragraph (b) above.

(i) the Noteholder has provided a number of warranties and representations in favour of the Company which are commonly agreed in unsecured loan notes of this nature;

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(j) the Company has provided a number of warranties and representations in favour of the Noteholder which are commonly agreed in unsecured loan notes of this nature.

8.3 Listing Rule Requirements for Resolutions 7 and 8

Resolution 7 seeks Shareholder approval under Listing Rule 7.1 for the issue of up to 5,000,000,000 Shares upon conversion of the Loan Notes at a conversion price of $0.00025 per Share ( Conversion Shares ) with one (1) free attaching option (exercise price of $0.0015 per option, expiry 31 December 2023) ( Conversion Options ).

Resolution 8 seeks Shareholder approval to issue up to 116,394,721 Shares ( Interest Shares ) and up to 116,394,721 free attaching Options ( Interest Options ) to the holders of the Loan Notes in lieu of Interest payments under the Loan Notes.

Approval of Resolutions 7-8 (inclusive) will have the effect of being excluded from calculations of the Company’s 15% share issue facility limit under Listing Rule 7.1 and additional placement capacity under Listing Rule 7.1A.

ASX Listing Rule 7.1 provides that the prior approval of the Shareholders of the Company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

The issue of Conversion Shares, Conversion Options, Interest Shares and Interest Options outlined in Resolutions 7 and 8 exceeds the 15% limit, however, ASX Listing Rule 7.4 provides that, where a company in a general meeting ratifies an issue of equity securities the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1 (provided that the previous issue did not breach ASX Listing Rule 7.1), thereby enabling the company to issue further equity securities without exceeding the 15% in 12 months limitation.

Shareholder approval under Resolutions 7 and 8 is sought for the future issue of the Conversion Shares, Conversion Options, Interest Shares and Interest Options so as to refresh the Company’s 15% equity security placement limit pursuant to ASX Listing Rule 7.1.

8.4 Technical information required by ASX Listing Rules

Pursuant to and in accordance with ASX Listing Rules 7.3, the following information is provided in relation to the issue of Conversion Shares and Interest Shares to the Noteholders under Resolutions 7-8:

(a) the maximum number of Shares and Options to be issued under the Loan Notes (on the basis that all Interest is converted into Interest Shares and Interest Options on or before 15 October the date that is 3 months from the Loan Date) is 5,116,394,721 Shares and 5,116,394,721 Options on the following basis:
(i) 5,000,000,000 Shares and 5,000,000,000 Options on conversion of the outstanding debt under the Loan Notes being converted into Securities (as set out in sections 8.2(b)); and
(ii) 116,394,721 Shares and 116,394,721 Options on conversion of the outstanding Interest under the Loan Notes (accrued up to 15 October 2016) being converted into Securities (as set out in sections 8.2(h) above);
(b) the Conversion Shares, Conversion Options, Interest Shares and Interest Options 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 their issue will occur on the same date;
(c) the Loan Notes (being the advanced sum and the Interest component) are convertible in whole or part into Shares at a conversion price of $0.00025 per Share with a one for one free attaching Options (at nil issue price);
(d) the Conversion Shares, and Interest Shares will have the same terms and rank equally in all respects with existing shares in the Company and will be quoted on the ASX. The Conversion Options and Interest Options will be issued on the terms set out in Schedule 3;

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(e) the Loan Notes were issued to the Noteholders who are unrelated parties of the Company who are independent professional and sophisticated investors as part of the Fundraising Agreement as set out in section 8.2 above. Accordingly, the Conversion Shares, Conversion Options, Interest Shares and Interest Options will be issued to the Noteholders who are unrelated parties of the Company who are independent professional and sophisticated investors;
(f) if Resolutions 7-8 are passed, all of the Loan Notes will be converted into equity securities which are convertible into Shares (and free attaching Options) for the purposes of the Listing Rules at the date of the approval being obtained, being the date of the Meeting. Subsequently, the Shares (and free attaching Options) to be issued will be issued as soon as reasonably practicable after obtaining all the necessary Shareholder and regulatory approvals and the Company receiving a conversion notice from each Noteholder.
(g) there will be no funds raised upon issue of the Conversion Shares or Interest Shares. As announced by the Company on 20 April 2018, the funds raised by the Loan Notes will be utilised by the Company towards: (i) repayment of existing exploration creditors, corporate creditors and paying costs of the recent court hearing; and (b) exploration of the Company’s existing assets, working capital in respect of the Company’s existing activities.

9. RESOLUTION 9 - PROPOSED ISSUE OF OPTIONS TO CHINSIRO PTY LTD

Resolution 9 seeks the approval of Shareholders for the issue up to 750,000,000 Lead Manager Options (exercisable at $0.0015 each on or before 30 June 2023) at a deemed issue price of $0.0001 per Option to Chinsiro Pty Ltd as Lead Manager pursuant to the terms of the Fundraising Agreement (as outlined in paragraph 8.1 above).

The effect of Resolution 9 will be to allow the Company to issue the Lead Manager Options to the Lead Manager pursuant to the Fundraising Agreement during the period of 3 months after the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules), without using the Company’s 15% annual placement capacity.

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

(a) the maximum number of Options to be issued is 750,000,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue will occur on the same date;
(c) the Options will be issued for nil cash consideration as they will be issued as consideration for services provided by Chinsiro to the Company pursuant to the Fundraising Agreement. Accordingly, no funds will be raised from the issue;
(d) the Options will be issued to Chinsiro, which is not a related party of the Company; and
(e) the Options will be issued on the terms and conditions set out in Schedule 22 of this Notice.

10. RESOLUTION 10 – PROPOSED ISSUE OF SHARES TO DG RESOURCE MANAGEMENT LTD

On 30 March 2016 the Company announced that it had entered into a binding heads of agreement ( Heads of Agreement ) to acquire 100% of the issued shares of private company Nevada Metals Pty Ltd ( Nevada Metals ) from the shareholders of Nevada Metals (full terms of the acquisition and the Heads of Agreement were announced by the Company on 30 March 2016).

Separately, pursuant to a binding heads of agreement ( Mining Claims Acquisition HOA ), Nevada Metals conditionally agreed to that it or a wholly owned US domiciled subsidiary of Nevada Metals will acquire the ‘Lida’ ( Lida Valley Project ) and ‘Muddy’ ( Muddy Mountain Project ) mining claims in Nevada, USA ( Nevada Mining Claims ) from Arizona Lithium Company Ltd who hots the Nevada Mining Claims on trust for DG Resources Management Ltd (Alberta Corporate Access Number 20762137) ( DGRM ) ( Mining Claims Acquisition ). The Company was also a party to the Mining Claims Acquisition Agreement.

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Both the Nevada Metals Heads of Agreement and the DGRM Mining Claims Acquisition will be completed after the issue of the Securities pursuant to this Resolution. To date the Company has issued the relevant consideration securities required at the time under both agreements.

The remaining obligations on the Company contained in the agreements will be at an end after the Company issues the “Deferred Consideration” under the Mining Claims Acquisition, being a total of 200,000,000 Shares ( Deferred Consideration Shares ) made up of the following components:

(a) in consideration for the Lida Valley Project: 75,000,000 Shares at a deemed issue price of $0.001 each on the date that is 24 months after the date the original shareholder approvals were obtained; and
(b) in consideration for the Muddy Mountain Project: 125,000,000 Shares at a deemed issue price of $0.001 each on the date that is 24 months after the date the original shareholder approvals were obtained.

However, as a result of the view of the Board (at the time) on the Lida Valley Project and the Muddy Mountain Project, as announced on 19 September 2017 the Board at the time decided it was in the Company’s best interest to relinquish the Projects to focus the Company’s exploration efforts on the high-potential basins within the area North of Clayton Valley and Columbus Marsh.

In an effort to try and extinguish all remaining contractual obligations previously entered into by the Company (which remain outstanding), as announced on 21 May 2018, the Company was able to renegotiate its contractual obligations in respect of the Deferred Consideration to the reduced total amount of 160,000,000 Shares. Accordingly, the Company now seeks Shareholder approval for the issue of 160,000,000 Shares to DGRM (and/or its nominees) pursuant to the outstanding contractual obligations under the Mining Claims Acquisition which was entered into by the previous Board.

Resolution 10 seeks the approval of Shareholders for the issue a total of 160,000,000 Shares to DG Resources Management Ltd, being the remaining “Deferred Consideration Shares” required to be issued, pursuant to the Mining Claims Acquisition Agreement.

The effect of Resolution 10 will be to allow the Company to issue the revised Deferred Consideration Shares to DGRM (and or its nominees) pursuant to the amended Mining Claims Acquisition Agreement during the period of 3 months after the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules), without using the Company’s 15% annual placement capacity.

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Deferred Consideration Shares to DGRM (and or its nominees):

(c) the maximum number of Shares to be issued is 160,000,000;
(d) the Shares will be issued no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue will occur on the same date;
(e) the Shares will be issued for nil cash consideration as they will be issued as Deferred Consideration pursuant to a contractual obligation on the Company pursuant to the Mining Claims Acquisition Agreement for as part consideration for the Lida Valley Project and Muddy Mountain Project. Accordingly, no funds will be raised from the issue;
(f) the Shares will be issued to DGRM (and/or its nominees), and none of the recipients are related parties of the Company; and

the Shares will rank equally with all other fully paid ordinary shares that the Company has on issue.

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GLOSSARY

$ means Australian dollars.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

AWST means western standard time as recognised in Perth, Western Australia.

Blue Ribbon Vendor means the sole shareholder of Blue Ribbon Mines Pty Ltd and Blue Ribbon Mines Pilbarra Pty Ltd, being Ashley Keith Hood.

Board means the Directors.

Business Day means a day on which banks are open for business in Perth, Western Australia, other than a Saturday, Sunday or public holiday in Perth, Western Australia.

Caeneus or CAD means Caeneus Minerals Limited ACN 082 593 235.

Chair means the chair of the Meeting.

Company means Caeneus Minerals Limited ACN 082 593 235.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

First October Capital Raising has the meaning specified in section 7.

Fundraising Agreement has the meaning specified in section 8.1 above.

Interest has the meaning specified in section 8.2(g).

JORC Resource Milestone has the meaning given to that term in section 1.2 of the Explanatory Memorandum.

Lead Manager has the meaning specified in section 8.1 above.

Listing Rules means the ASX Listing Rules.

Loan Notes has the meaning specified in section 8.1(a).

Mandate has the meaning specified in section 3 above.

Meeting means the general meeting convened by the Notice.

Mt Roe Vendors means the shareholders of Mt Roe, the details of which are set out in Schedule 1.

Noteholders means the holders of the Loan Notes.

Notice means this Notice of General Meeting.

Notice of Meeting means this Notice of General Meeting.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolution means a resolution contained in the Notice.

Securities means Shares and Options.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

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Schedule 1 – Mt Roe Vendors

Mt Roe Vendors Redcode Pty Ltd Exfortune Pty Ltd Blue Ribbon Mines Pilbara Pty Ltd David Stephen Colleville Management Pty Ltd Ishlex Investment Corp Ltd Octeville Pty Ltd Fox Hunt Hill Pty Ltd Alitime Nominees Pty Ltd Metalmite Pty Ltd Pheakes Pty Ltd

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Schedule 2 –Terms and Conditions of Settlement Options and Exploration Licence Options and Options to be issued to RM Corporate and under Capital Raising

(a) Each Option gives the Optionholder the right to subscribe for one Share.
(b) Each Option will expire at 5.00pm (AWST) on 31 December 2020 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) Subject to paragraph (k), the amount payable upon exercise of each Option is $0.003 ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) Subject to the Listing Rules, all applicable laws and any restriction or escrow arrangements, the Options may be transferred at any time prior to the Expiry Date.
(i) All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares then on issue.
(j) Subject to ASX Listing Rule requirements, the Company will apply for quotation of the Options on ASX. If admitted to the official list of ASX at the time, the Company will apply for quotation of all Shares issued pursuant to the exercise of Options on ASX within 10 Business Days after the date of issue of those Shares.
(k) If at any time the issued capital of the Company is reconstructed or reorganised, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction or reorganisation.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(m) Subject to paragraph (k), 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.

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Schedule 3 – Terms and Conditions of Options issued to Chinsiro Pty Ltd and to Noteholders

(a) Each Option gives the Optionholder the right to subscribe for one Share.
(b) Each Option will expire at 5.00pm (AWST) on 30 June 2023 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) Subject to paragraph (k), the amount payable upon exercise of each Option is $0.0015 ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) Subject to the Listing Rules, all applicable laws and any restriction or escrow arrangements, the Options may be transferred at any time prior to the Expiry Date.
(i) All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares then on issue.
(j) The Company will not apply for quotation of the Options on ASX. If admitted to the official list of ASX at the time, the Company will apply for quotation of all Shares issued pursuant to the exercise of Options on ASX within 10 Business Days after the date of issue of those Shares.
(k) If at any time the issued capital of the Company is reconstructed or reorganised, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction or reorganisation.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(m) Subject to paragraph (k), 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.

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ACN: 082 593 235

GENERAL MEETING -VOTING/PROXY FORM I/We being shareholder(s) of Caeneus Minerals Limited and entitled to attend and vote hereby:

APPOINT A PROXY The Chairman of  PLEASE NOTE: If you leave the section blank, the OR the meeting Chairman of the Meeting will be your proxy. If no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at Stantons International , 1 Walker Avenue, West Perth WA 6005 on 12 July 2018 at 11:00 AM (AWST) and at any adjournment or postponement of that Meeting.

	GENERAL MEETING -VOTING/PROXY FORM I/We being shareholder(s) of Caeneus Minerals Limited and entitled to attend and vote hereby:	GENERAL MEETING -VOTING/PROXY FORM I/We being shareholder(s) of Caeneus Minerals Limited and entitled to attend and vote hereby:	GENERAL MEETING -VOTING/PROXY FORM I/We being shareholder(s) of Caeneus Minerals Limited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chairman of the meeting OR PLEASE NOTE:If you leave the section blank, the Chairman of the Meeting will be your proxy. If no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held atStantons International , 1 Walker Avenue, West Perth WA 6005 on 12 July 2018 at 11:00 AM (AWST)and at any adjournment or postponement of that Meeting.
		VOTING DIRECTIONS
		Resolutions For Against Abstain Resolutions For Against Abstain**
STEP 2

		1 Proposed issue of Securities to	6 Proposed issue of Options to sophisticated
		Mt Roe Vendors (or their nominees)	and rofessional investors
		.	p


		2 Ratification of issue of Shares to	7 Approval to issue Shares and Options on
		RM Cororate Finance Pt Ltd	conversion of Loan Notes
		p y



		3 Proposed issue of options to	8 Approval to issue Shares and Options in
		RM Cororate Finance Pt Ltd	lieu of interest under the Loan Notes
		p y

		4 Ratification of issue of Shares to
		sophisticated and professional	9 Proposed issue of Options to
		i	Chinsiro Pt Ltd
		nvestors	y

		5 Proposed issue of Options to

		sophisticated and professional	10Proposed issue of Shares to DG Resource
			Mnmnt Ltd
		investors	aagee

	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be 
	counted in computingthe required majorityon apoll.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)


	Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of
	attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
	in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

CORPORATE REPRESENTATIVES

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

APPOINTMENT OF A PROXY

If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman will be your proxy.

DEFAULT TO THE CHAIRMAN OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in accordance with your directions or does not attend the Meeting, then the proxy appointment will automatically default to the Chairman of the Meeting, who is required to vote the proxies as directed.

VOTING DIRECTIONS – PROXY APPOINTMENT

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

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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

Power of Attorney:

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

Companies:

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

PLEASE NOTE: If you appoint the Chairman as your proxy (or if they are appointed by default) but do not direct them how to vote on a Resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that Resolution), you will be expressly authorising the Chairman to vote as they see fit on that Resolution.

APPOINTMENT OF A SECOND PROXY

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

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) Return both forms together.

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

LODGE YOUR VOTE

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 5:00 PM (AWST) on 10 July 2018, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.


	BY MAIL
	Advanced Share Registry Limited
	110 Stirling Hwy, Nedlands WA 6009; or
	PO Box 1156, Nedlands WA 6909
	BY FAX
	+61 8 9262 3723
	BY EMAIL
	[email protected]
	IN PERSON
	Advanced Share Registry Limited
	110 Stirling Hwy, Nedlands WA 6009; or
	ALL ENQUIRIES TO
	Telephone: +61 8 9389 8033

AI assistant

MANTLE MINERALS LIMITED — Proxy Solicitation & Information Statement 2018

65381_rns_2018-06-11_1936afe1-f2a4-4ded-b831-3a110d62c491.pdf

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

Time of Meeting

Place of Meeting

A Proxy Form is enclosed

Caeneus Minerals Ltd ACN 082 593 235

NOTICE OF GENERAL MEETING

AGENDA

Resolution 1 - Proposed issue of Securities to Mt Roe Vendors (or their nominees)

Resolution 2 – Ratification of issue of Shares to RM Corporate Finance Pty Ltd

Resolution 3 - Proposed issue of Options to RM Corporate Finance Pty Ltd

Resolution 4 – Ratification of issue of Shares to sophisticated and professional investors

Resolution 5 - Proposed issue of Options to sophisticated and professional investors

Resolution 6 - Proposed issue of Options to sophisticated and professional investors

Resolution 7 - Approval to issue Shares and Options on conversion of Loan Notes

Resolution 8 - Approval to issue Shares and Options in lieu of Interest under the Loan Notes

Resolution 9 - Proposed issue of Options to Chinsiro Pty Ltd

Resolution 10 - Proposed issue of Shares to DG Resource Management Ltd

OTHER BUSINESS

By order of the Board

Johnathon Busing Company Secretary

How to vote

Voting in person (or by attorney)

Voting by a corporate Shareholder

Voting by proxy

Shareholders who are entitled to vote

Caeneus Minerals Ltd ACN 082 593 235

EXPLANATORY MEMORANDUM

1. OVERVIEW

1.1 Background - Mt Roe Mining Pty Ltd

1.2 Key terms of the Acquisition under the Sale and Purchase Agreement

1.3 Placement

2. RESOLUTION 1 – PROPOSED ISSUE OF SECURITIES TO MT ROE VENDORS (OR THEIR NOMINEES)

2.1 General

2.2 Listing Rule 7.1

2.3 Technical information required by Listing Rule 7.1

2.4 Conditions of the ASX Waiver

3. RESOLUTION 2 - RATIFICATION OF ISSUE OF SHARES TO RM CORPORATE FINANCE PTY LTD

4. RESOLUTION 3 - PROPOSED ISSUE OF OPTIONS TO RM CORPORATE FINANCE PTY LTD

5. RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

6. RESOLUTION 5 – PROPOSED ISSUE OF OPTIONS TO SOPHISTICATED AND PROFESSIONAL INVESTORS

7. RESOLUTION 6 – PROPOSED ISSUE OF OPTIONS TO SOPHISTICATED AND PROFESSIONAL INVESTORS

8. RESOLUTION 7 - 8 (INCLUSIVE) – APPROVAL TO ISSUE SHARE AND OPTIONS ON CONVERSION OF LOAN NOTES AND IN LIEU OF INTEREST

8.1 General

8.2 Terms of Loan Notes

8.3 Listing Rule Requirements for Resolutions 7 and 8

8.4 Technical information required by ASX Listing Rules

9. RESOLUTION 9 - PROPOSED ISSUE OF OPTIONS TO CHINSIRO PTY LTD

10. RESOLUTION 10 – PROPOSED ISSUE OF SHARES TO DG RESOURCE MANAGEMENT LTD

GLOSSARY

$ means Australian dollars.

Schedule 1 – Mt Roe Vendors

Schedule 2 –Terms and Conditions of Settlement Options and Exploration Licence Options and Options to be issued to RM Corporate and under Capital Raising

( Exercise Notice ).

Schedule 3 – Terms and Conditions of Options issued to Chinsiro Pty Ltd and to Noteholders

( Exercise Notice ).

ACN: 082 593 235

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

CHANGE OF ADDRESS

CORPORATE REPRESENTATIVES

APPOINTMENT OF A PROXY

DEFAULT TO THE CHAIRMAN OF THE MEETING

VOTING DIRECTIONS – PROXY APPOINTMENT

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Joint Holding:

Power of Attorney:

APPOINTMENT OF A SECOND PROXY

LODGE YOUR VOTE

More from MANTLE MINERALS LIMITED

MANTLE MINERALS LIMITED Proxy Solicitation & Information Statement 2018