MATSA RESOURCES LIMITED — AGM Information 2018

Oct 18, 2018

MATSA RESOURCES LIMITED ACN 106 732 487

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING

Friday, 23 November 2018

TIME OF MEETING

10.00am

PLACE OF MEETING Suite 11 139 Newcastle Street PERTH WA

These papers 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 without delay.

MATSA RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 Annual General Meeting of the Shareholders of Matsa Resources Limited (" Company ") will be held in the Company’s offices at Suite 11, 139 Newcastle Street, Perth, Western Australia on Friday, 23 November 2018 at 10.00am WST for the purpose of transacting the following business referred to in this Notice of Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies and forms part of this Notice of Meeting.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00pm (WST) on Wednesday, 21 November 2018.

Please note terms used in the Resolutions contained in this Notice of Meeting have the same meaning as set out in the glossary of the Explanatory Memorandum accompanying this Notice.

AGENDA

BUSINESS

ANNUAL REPORT

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018, together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditors’ report.

RESOLUTION 1 – Remuneration Report

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

“ That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2018. ”

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

Voting Exclusion Statement:

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

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

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• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

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

RESOLUTION 2 – Re-Election of Mr Franciscus Sibbel as a Director

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

" That, for the purpose of clause 11.2 of the Company's Constitution, and for all other purposes, Mr Franciscus Sibbel, a Director, retires by rotation, and being eligible, is re-elected as a Director ."

RESOLUTION 3 – Ratification of Prior Issue of Shares and Options

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

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 11,325,079 Shares and 3,775,025 free attaching Options on the terms and conditions 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: (a) any person who participated in the issue; or

• (b) any of their Associates.

However, the Company need not disregard a vote if:

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

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

RESOLUTION 4: Issue of Options to Paul Poli

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

“That, for the purposes of Section 208 of the Corporations Act 2001, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue and allot 2,500,000 Options to Paul Poli or his Related Party Nominee on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of Mr Paul Poli (or his Related Party Nominee) or any of his Associates.

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However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with section 224 of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of Mr Paul Poli (or his Related Party Nominee) or any of their Associates.

In accordance with section 224 of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of Mr Paul Poli (or his Related Party Nominee) or any of their Associates.	In accordance with section 224 of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of Mr Paul Poli (or his Related Party Nominee) or any of their Associates.
However, this does not prevent the casting of a vote on Resolution 4 if it is cast by a person as a
proxy	appointed in writing that specifies how the proxy is to vote on the proposed resolution and it
is not	cast on behalf of Mr Poli (or his Related Party Nominee) or any of their Associates.
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution
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(a)	the proxy is either:
	(i) a member of the Key Management Personnel; or
	(ii) a Closely Related Party of such a member; and
(b)	the appointment does not specify the way the proxy is to vote on this Resolution 4.
However, the above prohibition does not apply if:
(c)	the proxy is the Chair; and
(d)	the appointment expressly authorises the Chair to exercise the proxy even though this
	Resolution 4 is connected directly or indirectly with the remuneration of a member of the
	Key Management Personnel.

RESOLUTION 5: Issue of Options to Frank Sibbel

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

“That, for the purposes of Section 208 of the Corporations Act 2001, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue and allot 1,250,000 Options to Frank Sibbel or his Related Party Nominee on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of Mr Frank Sibbel (or his Related Party Nominee) or any of his Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with section 224 of the Corporations Act, a vote on Resolution 5 must not be cast by or on behalf of Mr Frank Sibbel (or his Related Party Nominee) or any of their Associates.

However, this does not prevent the casting of a vote on Resolution 5 if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Sibbel (or his Related Party Nominee) or any of their Associates.

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 5 if:

(a) the proxy is either:

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

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

(b) the appointment does not specify the way the proxy is to vote on this Resolution 5. However, the above prohibition does not apply if:

(c) the proxy is the Chair; and (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution 5 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

RESOLUTION 6: Issue of Options to Andrew Chapman

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

“That, for the purposes of Section 208 of the Corporations Act 2001, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue and allot 1,250,000 Options to Andrew Chapman or his Related Party Nominee on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion Statement:

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Mr Andrew Chapman (or his Related Party Nominee) or any of his Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with section 224 of the Corporations Act, a vote on Resolution 6 must not be cast by or on behalf of Mr Andrew Chapman (or his Related Party Nominee) or any of their Associates.

However, this does not prevent the casting of a vote on Resolution 6 if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Chapman (or his Related Party Nominee) or any of their Associates. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 6 if:

• (a) the person is either:

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

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

• (b) the appointment does not specify the way the proxy is to vote on this Resolution 6.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution 6 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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RESOLUTION 7 – Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with 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 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 Exclusion Statement

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

• (a) a person who is expected to participate in the 10% Placement Facility; or

• (b) a person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of Shares; or

• (c) any Associates of those persons.

However, the Company will not disregard a vote if

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

• (e) it is cast by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

OTHER BUSINESS

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

BY ORDER OF THE BOARD

==> picture [157 x 42] intentionally omitted <==

Andrew Chapman Company Secretary

Dated: 5 October 2018

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PROXIES

Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form.

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

• each Shareholder has the right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• delivering it to Matsa Resources Limited, Suite 11, 139 Newcastle Street, Perth WA

• post to Matsa Resources Limited, PO Box 376, Northbridge, WA 6865; or

• facsimile to the Company on facsimile number +61 8 9227 0370; or

• email to the Company at reception@matsa.com.au.

To be effective, a Proxy Form and, if the Proxy Form is signed by the Shareholder's attorney, the authority under which the appointment is signed (or a certified copy of that authority) must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must

• vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

CORPORATE REPRESENTATIVES

A body corporate that is a Shareholder, or which has been appointed as proxy, may appoint an individual to act as its representative at the Annual General 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, unless it has previously been given to the Company.

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DATE FOR DETERMINING HOLDERS OF SHARES

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date to determine the identity of those entitled to attend and vote at the Annual General Meeting. For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding at 4.00pm (WST) on 21 November 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

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MATSA RESOURCES LIMITED ACN 106 732 487

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 Annual General Meeting (" Notice of Meeting ") of Matsa Resources Limited (" Company ").

The Directors recommend Shareholders read this Explanatory Memorandum (which forms part of the Notice of Meeting) in full before making any decision in relation to the Resolutions. If you have any questions regarding the matters set out in this Explanatory Memorandum or the Notice of Meeting, please contact your stockbroker or other professional adviser.

Terms used in this Notice of Meeting have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Memorandum.

Financial Reports

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

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

Shareholders will be given an opportunity to ask questions of the Directors and the Company's Auditors in relation to the accounts of the Company at the Annual General Meeting.

1. RESOLUTION 1 – Adoption of Remuneration Report

1.1 General

Section 250R(2) of the Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the company.

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

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

1.2 Voting Consequences

Under Part 2G.2 Division 9 of the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (" Spill Resolution ") if, at two consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to a vote. If required, the Spill Resolution must be put to a vote at the second of those annual general meetings.

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

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

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

1.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%.

Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

1.4 Proxy Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

• If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy:

You must direct the proxy how they are to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

• If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member):

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you are taken to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel . The Chair intends to exercise such proxies in favour of this Resolution.

• If you appoint any other person as your proxy:

You do not need to direct your proxy how to vote on this Resolution.

2. RESOLUTION 2 – Re-Election of Mr Frank Sibbel as a Director

Clause 11.3 of the Company's Constitution requires that at each annual general meeting, onethird of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, must retire from office, provided always that no Director (except the Managing Director) shall hold office for a period in excess of 3 years, or the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at any annual general meeting are those who have been in office longest since their last election, but, as between persons who became Directors on the same day, those to retire must (unless they otherwise agree among themselves) be determined by drawing lots.

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A retiring director under clause 11.4 of the Company’s Constitution is eligible for re-election.

The Company currently has three directors and accordingly one must retire.

Mr Sibbel, the Director longest in office since his last election, retires by rotation at this Meeting. Mr Sibbel, being eligible, offers himself for re-election.

Mr Sibbel is a Mining Engineer who has over 40 years of extensive operational and management experience in overseeing large and small scale mining projects from development through to successful production. He was formerly the Operations Director of Tanami Gold NL until June 2008, and has worked as the Principal in his own established mining consultancy firm where he has undertaken numerous projects for both large and small mining companies.

Mr Sibbel is also a director of Bulletin Resources Limited.

The Board unanimously supports the re-election of Mr Sibbel.

3. RESOLUTION 3 – Ratification of Prior Issue of Shares and Options

On 19 December 2017 the Company announced it was issuing 11,325,079 fully paid ordinary shares at an issue price of $0.225 each with one free unlisted option for every three shares subscribed for with an exercise price of $0.30 each and expiring 30 November 2019 via a placement to sophisticated investors for a total consideration of $2.48 million before costs.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options.

Listing Rule requirements

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period, without Shareholder approval.

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 then 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 the issue, the subject of Resolution 3, 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.

Information required under Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Shares issued is 11,325,079 and the maximum number of Options issued is 3,775,025;

• (b)

• the issue price was $0.225 per Share;

• (c) the Shares and Options were issued to various sophisticated investors. None of the sophisticated investors are Related Parties of the Company;

• (d) the Consideration Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) The funds raised from the placement were used as follows:

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• (i) Red Dog gold project – conduct mining studies and complete approvals for the potential mining scenario of the project;

• (ii) Red October gold project – assessment of exploration opportunities both within the Red October mine and exploration ground as well as assess the opportunity to potentially recommence mining at Red October; and

• (iii) General working capital – the funds will also be used as general working capital to advance the overall exploration and development of the Lake Carey project, company administration and corporate requirements.

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

• (g) the terms and conditions of the Options are set out in Annexure D.

4. RESOLUTIONS 4 TO 6: APPROVAL FOR THE ISSUE OF OPTIONS

4.1. General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue 5,000,000 Options in aggregate ( Director Options) to Mr Paul Poli, Mr Frank Sibbel and Mr Andrew Chapman who are Directors of the Company (or their respective Related Party Nominee/s) on the terms and conditions set out below.

4.2. Related Party Transaction

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

• (i) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

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

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

The grant of the Director Options constitutes giving a financial benefit. Mr Paul Poli, Mr Frank Sibbel and Mr Andrew Chapman are Related Parties of the Company by virtue of being Directors. Related Party Nominees of each Director are also Related Parties of the Company by virtue of their relationship with the respective Director (see definition of Related Party Nominee in the Glossary).

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

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Options.

4.3. Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Director Options:

• (a) Mr Paul Poli, Mr Frank Sibbel and Mr Andrew Chapman are Related Parties of the Company by virtue of being Directors. Related Party Nominees of each Director are

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also Related Parties of the Company by virtue of their relationship with the respective director (see definition of Related Party Nominee in the Glossary);

• (b) the number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 2,500,000 Options to Mr Paul Poli (or his Related Party Nominee/s);

• (ii) 1,250,000 Options to Mr Frank Sibbel (or his Related Party Nominee/s); and

• (iii) 1,250,000 Options to Mr Andrew Chapman (or his Related Party Nominee/s);

• (c) the Director Options will be granted no later than 1 month after the date of the Annual General Meeting and it is anticipated the Director Options will be issued on one date as soon as practicable after the Annual General Meeting;

• (d) the Director Options will be granted for nil cash consideration, accordingly no funds will be raised;

• (e) the terms and conditions of the Director Options are set out in Annexure B;

• (f) the value of the Director Options and the pricing methodology is set out in Annexure C. The Company considers that together with the other directors’ fees proposed to paid to Directors this financial year (see below), the value of the Director Options represents appropriate remuneration to retain the Directors which is comparable to director remuneration at similar ASX listed companies;

• (g) the relevant interests of the Directors in the securities of the Company are set out below:

Related Party	Shares	Options1
Mr Paul Poli	11,855,000	2,750,000
Mr Frank Sibbel	294,852	1,500,000
Mr Andrew Chapman	69,000	1,500,000

• 1 The options have an exercise price of $0.25 each expiring 30 November 2019.

• (h) the remuneration and emoluments (excluding share based payments) from the Company to the Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

moluments for the current	financial year are set out	below:
Related Party	Current Financial Year	Previous Financial Year
Mr Paul Poli	$360,000	$362,409
Mr Frank Sibbel	$70,000	$71,642
Mr Andrew Chapman	$220,000	$241,091

• (i) if the Director Options granted are exercised, a total of 5,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 176,917,368 to 181,917,368 (assuming that no other Options are granted or exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 2.83%, or 2.62% on a fully diluted basis.

• (j) The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company;

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• (k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

out below:
	Price	Date
Highest	29 cents	21 November 2017
Lowest	13 cents	6 September 2018
Last	13 cents	4 October 2018

• (l) the Board believes the grant of Director Options to each of the Directors is in accordance with the guidelines for non-executive director remuneration set out in Recommendation 8.2 of The Corporate Governance Principles and Recommendations (3rd Edition) as published by The ASX Corporate Governance Council as they do not have performance hurdles attached to them. The Board considers the grant of Options to Mr Paul Poli, Mr Frank Sibbel and Mr Andrew Chapman reasonable in the circumstances for the reasons set out below:

• (i) the grant of Director Options to the Directors will align the interests of the Directors with those of Shareholders;

• (ii) the grant of the Director Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Directors; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed;

• (m) the primary purpose of the grant of the Director Options to the Directors is to provide an overall Company performance linked incentive component in the remuneration package for the Directors to motivate and reward the performance of the Directors;

• (n) each of the Directors declines to make a recommendation to Shareholders in relation to Resolutions 4, 5 and 6 due to either their material personal interest in the outcome of the Resolution (to the extent they or their Related Party Nominee(s) are to be granted Options in the Company) or the potential for a conflict of interest in making a recommendation about the remuneration of other Directors; and

• (o) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 4 to 6.

Approval pursuant to Listing Rule 7.1 is not required in order to issue the Director Options as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Options will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to Listing Rule 7.1.

Voting exclusion statements in relation to Resolution 4, 5 and 6 are included in the Notice of Annual General Meeting.

The Chairman intends to exercise all undirected proxies in favour of Resolution 4, 5 and 6. If the Chairman of the Annual General Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolutions 4, 5 and 6, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

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5. RESOLUTION 7 – Approval of 10% Placement Facility

5.1 General

Listing Rule 7.1A enables eligible entities to seek Shareholder approval to issue Equity Securities up to 10% of their issued capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity with a market capitalisation of $24.77M as at 2 October 2018.

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The maximum number of Equity Securities that may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 5.2(c) below).

The Company intends to use any funds raised under the 10% Placement Facility towards further exploration on the Lake Carey project exploration and evaluating the likelihood of resuming small scale mining of the recently acquired Red October gold project, and/or for general working capital. In addition, the Company may, in future, choose to evaluate new investments and may use the funds raised for acquisitions (including expenses associated with such acquisitions).

The Directors recommend that the Shareholders vote in favour of this Resolution.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

5.2 Description of Listing Rule 7.1A

(a) Shareholder approval

• The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Security

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

As at the date of this Notice of Annual General Meeting, the Company has on issue:

(i) 176,917,368 Shares; and

(ii) 13,700,025 unquoted options.

The Company has only one class of quoted Equity Security, being Shares.

• (c) Formula for calculating 10% Placement Facility Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

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

• (a) plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;

• (b) plus the number of partly paid ordinary securities that became fully paid in the 12 months;

• (c) plus the number of fully paid ordinary securities issued in the 12 months with approval of shareholders under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval;

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

Note that “A” has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.

E is 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 the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 5.2(c) above).

(e) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). The approval will cease to be valid in the event that holders of the eligible entity’s ordinary securities approve a transaction under rule 11.1.2 or rule 11.2,

or such longer period if allowed by ASX (" 10% Placement Period ").

5.3 Listing Rule 7.1A

The effect of Resolution 7 will be to allow the Company to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

5.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

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• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP of the Company’s Equity Securities in the same class calculated over the 15 Trading Days on which trades were recorded in that class immediately before:

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

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 7 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, there is a risk that the economic value and voting power of each Share in the Company may be diluted, including a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of approval of this Resolution at the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or as part of consideration for the acquisition of a new asset.

The below table shows the possible dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice (with numbers rounded to the nearest whole number). This assumes the Company has its full capacity available under Listing Rule 7.1A and Resolution 7 is passed at the Annual General Meeting. The formula in Listing Rule 7.1A.2 is outlined in Section 5.2(c) above.

The table also shows:

• (a) two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (b) two examples of where the issue price of Equity Securities has decreased by 50% and increased by 50% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A2			Dilution
		$0.07 50% decrease in Issue Price	$0.14 Issue Price	$0.21 50% increase in Issue Price
Current Variable A 176,917,368 Shares	10% Voting Dilution	17,691,737 Shares	17,691,737 Shares	17,691,737 Shares
	Funds Raised	$1,238,421	$2,476,843	$3,715,265
50% increase in current Variable A 265,376,052 Shares	10% Voting Dilution	26,537,605 Shares	26,537,605 Shares	26,537,605 Shares
	Funds Raised	$1,857,632	$3,715,265	$5,572,897
100% increase in current Variable A 353,834,736 Shares	10% Voting Dilution	35,383,473 Shares	35,383,473 Shares	35,383,473 Shares
	Funds Raised	$2,476,843	$4,953,686	$7,430,529

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Note: The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. No Options are exercised into Shares before the date of the issue of Equity Securities. 3. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

4. The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. 7. The issue price is $0.14, being the closing price of the Shares on the ASX on 2 October 2018.

6. (c) The Company will only issue the Equity Securities during the 10% Placement Period.

7. (d) The Company may seek to issue the Equity Securities for the following purposes:

   • (i) Non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

   • (ii) Cash consideration towards further exploration on the Lake Carey project, exploration and evaluating the likelihood of resuming small scale mining of the recently acquired Red October gold project, and/or for general working capital. In addition, the Company may, in future, choose to evaluate new investments and may use the funds raised for acquisitions (including expenses associated with such acquisitions).

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

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the subscribers of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (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 Equity Securities on the control of the Company;

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

• (iv) advice from corporate, financial and broking advisors (if applicable).

The subscribers under the 10% Placement Facility have not been determined as at the date of this Notice of Annual General Meeting but may include existing Shareholders and/or new Shareholders who are not Related Parties or Associates of a Related Party of the Company.

• (f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2017 annual general meeting held on 24 November 2017.

The total number of Equity Securities issued by the Company in the 12 months preceding the date of the Annual General Meeting is 35,985,614. The percentage those Equity Securities represent of the total number of Equity Securities on issue at the

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commencement of that 12 month period is 22.11%. The table at Annexure A details all issues of Equity Securities by the Company during the 12 months preceding the date of the Annual General Meeting as required by Listing Rule 7.3A.

• (g) A voting exclusion statement in relation to this Resolution 7 is included in the Notice of Annual General Meeting. At the date of the Notice of Annual General Meeting, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in an issue of Equity Securities pursuant to this Resolution 7. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in this Notice.

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GLOSSARY

$ means Australian dollars.

10% Placement Facility has the meaning given in section 5.1 of the Explanatory Memorandum.

10% Placement Period has the meaning given in section 5.2(e) of the Explanatory Memorandum.

Annual General Meeting or Meeting means the annual general meeting of the Company the subject of the Notice of Meeting.

Associate has the meaning given in sections 11 to 17 of the Corporations Act.

ASX means the Australian Securities Exchange or ASX Limited, as the context requires.

Auditor’s Report means the auditor’s report included with the annual report of the Company for the financial year ended 30 June 2018.

Board means the current board of Directors of the Company.

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

Chair means the chair of the Meeting.

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

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Matsa Resources Limited ACN 106 732 487.

Constitution means the Company’s constitution.

Corporations Act means Corporations Act 2001 (Cth) including any Class Orders or Legislative Instruments made by the Australian Securities and Investments Commission.

Directors means the current directors of the Company.

Director Options means the Options being proposed to be offered to Mr Paul Poli, Mr Frank Sibbel and Mr Andrew Chapman or their respective Related Party Nominee/s on the terms and conditions set out in Annexure B.

Directors’ Report means the directors’ report included with the annual report of the Company for the financial year ended 30 June 2018.

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

Explanatory Memorandum means the explanatory memorandum which accompanies and forms part of this Notice of Meeting.

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

Listing Rules means the Listing Rules of ASX.

Notice of Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.

Option means a right to subscribe for a Share.

Optionholder means the holder of an Option.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Related Party means a party so defined by section 228 of the Corporations Act.

Related Party Nominee in relation to a person means a spouse, an entity controlled by the spouse or that person or a trust or superannuation fund in which the spouse and/or that person are primary beneficiaries.

Remuneration Report means the remuneration report appearing in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2018.

Resolution means a resolution proposed pursuant to the Notice of Meeting.

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

Shareholder means a person entered in the Company’s register as a holder of a Share.

Spill Meeting has the meaning given to it in section 3 of the Explanatory Memorandum.

Spill Resolution has the meaning given to it in section 3 of the Explanatory Memorandum.

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

VWAP means the volume weighted average price.

WST means Western Standard Time in Perth, Western Australia.

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ANNEXURE A

ISSUES OF EQUITY SECURITIES BY THE COMPANY OVER THE LAST 12 MONTHS PRIOR TO THE DATE OF THE ANNUAL GENERAL MEETING

Date of Issue	Number of Equity Securities Issued	Class of Equity Securities Issued and Summary of Terms of that Class	Names of Allottees or Basis on which Allottees Determined	Price at which Equity Securities Issued and Discount to Market Price1	Total Cash Consideration2	Amount of Cash Spent and Use of Cash	Intended Use of Remaining Cash	Non-cash consideration	Current Value of Non-cash consideration
28/11/2017	1,000,000	Ordinary Shares	Option holders	Issue price - $0.20 Market price - $0.245 Discount to market price – 18.37%	$200,000	Working capital	N/A	N/A	N/A
28/11/2017	700,000	Ordinary Shares	Option holders	Issue price - $0.25 Market price - $0.245 Premium to market price – 2%	$175,000	Working capital	N/A	N/A	N/A
4/12/2017	14,640,510	Ordinary Shares	Pro rata bonus issue to all shareholders	Nil	Nil	N/A	N/A	N/A	N/A
19/12/2017	11,325,079	Ordinary Shares	Placement to sophisticated and professional investors	Issue price - $0.225 Market price - $0.22 Premium to market price – 2.2%	$2,366,143	Advance the Red Dog and Red October gold projects towards potential production and working capital	N/A	N/A	N/A
19/12/2017	3,775,025	Unquoted options with an exercise price of $0.30 each expiring 30 November 2019	Sophisticated and professional investors issued 1 free attaching for every 3 shares subscribed for under the Company’s placement announced 8	Nil	Nil	N/A	N/A	N/A	N/A

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			December 2017
27/03/2018	4,545,000	Ordinary Shares	Saracen Mineral Holdings Limited	Issue price - $0.22 Market price - $0.185 Discount to market price – N/A	Nil	Part acquisition of Red October gold project	N/A	$1,000,000	$613,575

NOTES

1 Market price is the closing price on the trading platform, excluding special crossings, overnight sales and ETO exercises.

2 Number of Equity Securities issued multiplied by the issue price less costs of the issue.

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ANNEXURE B

TERMS AND CONDITIONS OF OPTIONS

The following are the terms and conditions of the Director Options:

1. Nil consideration will be payable per Option for the issue of the Options.

2. The Options shall expire at 5.00pm WST on the date that is three (3) years from the date of issue ( Expiry Date ).

3. Subject to condition 15, the amount payable upon exercise of each Option will be equal to 130% (rounded down to the nearest one tenth of a cent) of VWAP of the Shares over a period of 10 Trading Days ending on the Trading Day immediately before the date of the Annual General Meeting ( Exercise Price ). The Company will announce the Exercise Price before the Annual General Meeting, however by way of example and based on the VWAP of the shares in the 10 Trading Days immediately prior to the date of this Notice being 13.5 cents, the exercise price of each option would be 18 cents.

4. Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ( Share ) in Matsa Resources Limited ACN 106 732 487 ( Company ) by paying the full amount of the Exercise Price.

5. Options may be exercised at any time from the date of issue until the Expiry Date.

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

7. The Exercise Price shall be payable in full on exercise of the Options.

8. Options may only be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:

9. (a) payment for the Exercise Price for each Options being exercised; and

10. (b) the certificate for those Options, for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) on or before the Expiry Date.

1. Subject to condition 7, within 10 Business Days after the notice referred to in condition 8 becoming effective, the Company must:

2. (a) allot and issue the number of Shares specified in the notice to the holder;

3. (b) cancel the Certificate for the Options being exercised; and

4. (c) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.

5. The Company will not apply for the Options to be quoted on ASX.

7. The Options are transferable.

8. Shares allotted pursuant to an exercise of the Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.

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1. The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Options quoted on ASX.

2. There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. However, the Company must give notice as required under the Listing Rules to Optionholders of any new issue of capital before the record date for determining entitlements to the issue in accordance with the Listing Rules.

3. If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules and Corporations Act at the time of the reorganisation.

4. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

5. If at any time prior to the Expiry Date the Optionholder dies, the deceased holder's legal personal representative may:

6. (a) elect to be registered as the new Optionholder of the deceased Optionholder's Options;

7. (b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and

8. (c) if the deceased Optionholder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

9. There is no right to change the Exercise Price of an Option or the number of underlying Shares over which the Option can be exercised.

10. In these terms and conditions the capitalised terms have the meanings given to them in the Glossary of the Notice of Annual General Meeting.

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ANNEXURE C

VALUATION OF DIRECTOR OPTIONS

The Director Options to be issued to Messrs Poli, Sibbel and Chapman pursuant to Resolutions 4, 5 and 6 have been valued taking into account the terms and conditions in Annexure B.

In determining the value of the Director Options the Company has made the following assumptions set out below:

et out below:
Assumptions:
Valuation date	1 October 2018
Market price of Shares	$0.13
Exercise price	$0.18
Expiry date (length of time from issue)	3 years from date of issue
Risk free interest rate	2.09%
Volatility (discount)	90%
Indicative value per Director Option	$0.0994

Based on these assumptions and using the Black and Scholes valuation model, the Company estimates that the options to be issued to Messrs Poli, Sibbel and Chapman (or their nominee(s)) have an implied value as follows:

ave an implied value as follows:
Total Value of Director Options
- Mr Paul Poli	$248,500
- Mr Frank Sibbel	$124,250
- Mr Andrew Chapman	$124,250

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

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ANNEXURE D

TERMS AND CONDITIONS OF OPTIONS

The following are the terms and conditions of the Options:

1. Nil consideration will be payable per Option for the issue of the Options.

2. The Options shall expire at 5.00pm WST on 30 November 2019 ( Expiry Date ).

3. Subject to condition 15, the amount payable upon exercise of each Option will be $0.30 each. 4. Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ( Share ) in Matsa Resources Limited ACN 106 732 487 ( Company ) by paying the full amount of the Exercise Price.

4. Options may be exercised at any time from the date of issue until the Expiry Date.

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

7. The Exercise Price shall be payable in full on exercise of the Options.

8. Options may only be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:

9. (a) payment for the Exercise Price for each Options being exercised; and

10. (b) the certificate for those Options, for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) on or before the Expiry Date.

1. Subject to condition 7, within 10 Business Days after the notice referred to in condition 8 becoming effective, the Company must:

2. (a) allot and issue the number of Shares specified in the notice to the holder;

3. (d) cancel the Certificate for the Options being exercised; and

4. (e) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.

5. The Company will not apply for the Options to be quoted on ASX.

7. The Options are non-transferable.

8. Shares allotted pursuant to an exercise of the Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.

9. The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Options quoted on ASX.

10. There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. However, the Company must give notice as required under the Listing Rules to Optionholders of any new

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issue of capital before the record date for determining entitlements to the issue in accordance with the Listing Rules.

1. If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules and Corporations Act at the time of the reorganisation.

2. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

3. If at any time prior to the Expiry Date the Optionholder dies, the deceased holder's legal personal representative may:

4. (a) elect to be registered as the new Optionholder of the deceased Optionholder's Options;

5. (b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and

6. (c) if the deceased Optionholder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

7. There is no right to change the Exercise Price of an Option or the number of underlying Shares over which the Option can be exercised.

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MATSA RESOURCES LIMITED

ACN 106 732 487

PROXY FORM

Name:

Address:

SRN / HIN:

Appointment of a proxy

I/We being a member(s) of Matsa Resources Limited hereby appoint:

(Write here the name of the person you are appointing)

or failing the person named, or if no person is named, the Chairman as my/our proxy and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Matsa Resources Limited to be held at Suite 11, 139 Newcastle Street, Perth Western Australia at 10.00am (WST) on Friday, 23 November 2018 and at any adjournment of that meeting.

The Chairman of the Annual General Meeting intends to vote all undirected proxies in favour of all Resolutions in which the Chairman is entitled to vote.

Should you so desire to direct the proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

			For	Against	Abstain
Resolution	1	Remuneration Report	�	�	�
Resolution	2	Re-election of Director: Frank Sibbel	�	�	�
Resolution	3	Ratification of Prior Issue of Shares and Options	�	�	�
Resolution	4	Issue of Options to Paul Poli	�	�	�
Resolution	5	Issue of Options to Frank Sibbel	�	�	�
Resolution	6	Issue of Options to Andrew Chapman	�	�	�
Resolution	7	Approval of 10% Placement Facility	�	�	�

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

IMPORTANT - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default and you do not mark any of the boxes above in respect of Resolution 1, 4, 5 and 6 you are expressly authorising and directing the Chairman of the Meeting to exercise your proxy on that Resolution in accordance with the Chairman's voting intentions as set out above and in the Notice of Annual General Meeting, even though Resolution 1, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of Key Management Personnel.

This Proxy is appointed to represent _____% of my voting right, or if two proxies are appointed Proxy 1 represents _____% and Proxy 2 represents _____% of my/our total votes. My/our total voting right is __________ shares.

IF THE SHAREHOLDER IS AN INDIVIDUAL OR JOINT HOLDER:

Signature: ________

Signature: _____

IF THE SHAREHOLDER IS A COMPANY:

Affix common seal (if required by Constitution)

______ _____ Director/Sole Director and Secretary Director/Secretary

Dated:

In addition to signing the Proxy Form above please provide the information below in case we need to contact you.

Contact name

Contact Daytime Telephone

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• (a) A Shareholder entitled to attend and to cast two or more votes is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the Shareholder’s proxy. A proxy need not be a Shareholder of the Company.

• (b) Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder’s voting rights. Fractions shall be disregarded. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available from the Company, or alternatively you may copy this form.

• (c) The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint Shareholders, this proxy must be signed by each of the joint Shareholders, personally or by a duly authorised attorney.

• (d) If a proxy is executed by an attorney of a Shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

• (e) Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• (f) To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting by post, facsimile or email to the address stipulated in this proxy form. If the proxy form specifies a way in which the proxy is to vote on any of the Resolutions stated above, then the following applies:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

• if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is Chairman, the proxy must vote on a poll and must vote that way; and

• if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

• (g) If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.

• (h) To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• delivering it to Matsa Resources Limited in person at Suite 11, 139 Newcastle Street, Perth WA;

• post to Matsa Resources Limited, PO Box 376, Northbridge, WA 6865;

• facsimile to the Company on facsimile number +61 8 9227 0370; or

• email to the Company at reception@matsa.com.au,

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

Proxy Forms received later than this time will be invalid.