MINREX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2018

May 23, 2018

MINREX RESOURCES LIMITED

ACN 151 185 867

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00 am DATE : Monday, 25 June 2018 PLACE : The Vic Hotel 226 Hay Street SUBIACO WA 6008

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.00am on 23 June 2018.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF DEPOSIT SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SECURITIES TO THE VENDORS PURSUANT TO HEADS OF AGREEMENT

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to:

• (a) 29,000,000 Consideration Shares;

• (b) 14,500,000 Consideration Options; and

• (c) 13,350,000 Consideration Performance Shares,

on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – CREATION OF A NEW CLASS OF SECURITIES – PERFORMANCE SHARES

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

“That, subject to the passing of Resolution 2, for the purpose of Section 246B of the Corporations Act and for all other purposes, the Company is authorised to issue Performance Shares on the terms and conditions set out in the Explanatory Statement.”

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Short Explanation : the Company has entered into a Heads of Agreement pursuant to which the Company will acquire certain interests connected to the Acquisition. The Company seeks Shareholder approval for the issue the Performance Shares to the shareholders as part consideration for the Acquisition. The Company requires Shareholder approval under the Corporations Act to issue the Performance Shares as a new class of security. Please refer to the Explanatory Statement for details.

Dated: 24 May 2018

By order of the Board

Simon Durack Executive Director

Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

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

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9481 0389.

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EXPLANATORY STATEMEN T

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

1. BACKGROUND

1.1 Introduction

As announced on 26 March 2018, the Company entered into a binding heads of agreement ( Heads of Agreement ) to acquire 100% of the issued capital of Clean Power Resources Pty Ltd ( CPR ) from the current shareholders of CPR ( Vendors ) ( Acquisition ).

The Heads of Agreement is conditional on satisfactory due diligence and shareholder and regulatory approvals. Details on the Heads of Agreement is set out in Section 1.3. Further announcements will be made to keep Shareholders updated as the due diligence phase progresses.

The Company is seeking Shareholder approval under Resolution 2 to issue securities as consideration for the Acquisition pursuant to the Heads of Agreement. Resolution 1 seeks ratification of the prior issue of the Shares issued as part of the deposit paid on execution of the Heads of Agreement. In addition, the Company is also seeking approval under Resolution 3 for the creation of a new class of securities, being the Performance Shares, which are being issued to the Vendors as part of the consideration for the Acquisition.

1.2

Background to CPR and the Projects

CPR was incorporated on 10 November 2017 with the principal objective of securing mineral projects in NSW and WA to explore and develop, cobalt, scandium, nickel and copper producing assets.

CPR is the registered holder of the Dragon and Knight projects located 50km west of Leonora in Western Australia and the Pacific Express project located near Herons Creek in New South Wales ( Projects ).

The Knight and Dragon Projects are prospective for nickel, cobalt and copper. The Pacific Express Project is prospective for nickel, cobalt and scandium.

The Acquisition will present a number of opportunities and advantages to the Company including reasonable proximity to critical supporting infrastructure and ports (Newcastle and Esperance) to ship product to key Asian Markets.

Details of the Projects are set out below:

Tenements	Project	Registered Holder
EL 8733	Pacific Express	Clean Power Resources PtyLtd
E29/1034	Dragon	Clean Power Resources PtyLtd
E37/1336	Knight	Clean Power Resources PtyLtd

Applications for the Dragon and Knight Tenements are currently pending with grant of the Tenements expected in the coming weeks.

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Further details on the Projects are set out in the Company’s announcement dated 26 March 2018.

The Company’s priority on completion of the Acquisition is to fast track a desktop review, legacy database compilation, geological modelling and resource estimation and reporting to the JORC Code.

1.3 Heads of Agreement

The material terms of the Heads of Agreement is as follows:

• (a) ( Conditions Precedent ): Completion of the Acquisition is conditional upon the satisfaction (or waiver by the Company) of the following conditions precedent:

• (i) completion of financial, legal and technical due diligence by the Company on CPR, its business, Tenements, assets and operations, to the absolute satisfaction of the Company; and

• (ii) the Company obtaining all necessary shareholder and regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law to allow the company to lawfully complete the matters set out in the Heads of Agreement.

The Conditions Precedent are to be satisfied (or waived by the Company) on or before 5.00pm (Perth time) 31 days after the date of execution of the Heads of Agreement (being 20 June 2018), or any other date agreed between the Parties.

• (b) ( Consideration ): The consideration payable by the Company is as follows:

• (i) a non-refundable deposit of $100,000 (plus where applicable, GST) to CPR to be applied in the first instance as against any outstanding debts it has to third parties and the issue of 1,000,000 fully paid ordinary shares ( Deposit Shares ) in the capital of the Company with a deemed issue price of $0.10 paid by the Company immediately upon execution of the Heads of Agreement ( Deposit ) to the CPR Shareholders;

• (ii) reimburse CPR any tenement rental fees and any bonds paid by it or on its behalf;

• (iii) issue to the Vendors:

  • (A) 29,000,000 Shares at a deemed issue price of $0.10 per share together with one (1) option to acquire a share for every two (2) shares issued (exercisable at $0.15 and expiring 3 years from date of issue); and

  • (B) issue 13,350.000 Performance Shares that each convert into one (1) Share subject to the Milestone set out in Schedule 2 (with the parties acknowledging that the Milestones may need to change to accommodate any ASX requirements),

(together, the Consideration Securities )

In addition to the above, at Settlement, the Company agrees to:

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• (i) reimburse CPR for costs in the amount of $150,000, which amount will be paid to CPR to be applied at first instance as against any outstanding debts it has to third parties; and

• (ii) grant to the Vendors a 2% net smelter return ( NSR ) with respect to all minerals produced and sold from the area the subject of the Tenements (or any successor or replacement tenements to the Tenements) following completion of the Acquisition.

1.4 Pro-forma Capital Structure

The indicative capital structure of the Company on completion of the Acquisition is as follows:

Securities	Shares	Options	Performance Shares
Existing Securities	92,711,060	60,000,0001	Nil
Consideration Shares	29,000,000
Consideration Options		14,500,0002
Consideration Performance Shares			13,350,0003
TOTAL	121,711,060	74,500,000	13,350,000

Notes

1. Exercisable at $0.144 and expiring 26 February 2020

2. Exercisable at $0.15 and expiring 3 years from date of issue – full terms in Schedule 1

3. Terms and conditions of the Performance Shares are set out in Schedule 2

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF DEPOSIT SHARES

2.1 General

The Deposit Shares were issued by the Company on 26 March 2018. Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Deposit Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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

By ratifying 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 ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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2.2 Technical information required by ASX Listing Rule 7.4

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

• (a) 1,000,000 Shares were issued;

• (b) The deemed issue price was $0.10 per Share;

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

• (d) the Shares were issued to the Vendors in accordance with the terms under the Heads of Agreement. None of these subscribers are related parties of the Company; and

• (e) no funds were raised from the issue as the Deposit Shares were issued as part consideration for the Acquisition of CPR.

3. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SECURITIES TO THE VENDORS

Resolution 2 seeks Shareholder approval for the issue of the Consideration Securities.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

The effect of Resolution 2 will be to allow the Company to issue the Consideration Securities pursuant to the Heads of Agreement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.1 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the maximum number of Consideration Securities to be issued is as follows:

• (i) 29,000,000 Shares;

• (ii) 14,500,000 Options; and

• (iii) 13,350,000 Performance Shares;

• (b) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Consideration Securities will occur on the same day;

• (c) the deemed issue price for the Consideration Shares is $0.10 per share;

• (d) the issue price of the Options will be nil as they will be issued free attaching with the Consideration Shares on a 2 to 1 basis;

• (e) the issue price of the Performance Shares will be nil as they are being issued as part consideration for the Acquisition;

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• (f) the Consideration Securities will be issued to the Vendors, who are not related parties of the Company;

• (g) the 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;

• (h) the Options will be issued on the terms and conditions set out in Schedule 1;

• (i) the Performance Shares will be issued on the terms and conditions set out in Schedule 2;

• (j) no funds will be raised from the issue of the Consideration Securities as the Consideration Securities are being issued in consideration for the Acquisition.

4. RESOLUTION 3 - CREATION OF NEW CLASSES OF SECURITIES – PERFORMANCE SHARES

Resolution 3 seeks Shareholder approval for the Company to be authorised to issue 13,350,000 Performance Shares.

A company with a single class of shares on issue which proposes to issue new shares not having the same rights as its existing shares, is taken to vary the rights of existing shareholders unless the Constitution already provides for such an issue.

Under clause 21.1 of the Company’s Constitution and, subject to the Corporations Act and the Listing Rules, the Company may issue shares in the Company on any terms and for any consideration as the Directors resolve.

Section 246B of the Corporations Act and clause 21.6 of the Constitution provides that the rights attaching to a class of shares may be varied:

• (a) with the written consent of the holders of 75% of the issued shares of the affected class; or

• (b) by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Accordingly, the Company seeks approval from Shareholders for the issue of the Performance Shares as a new class of shares on the terms set out in Schedule 2 of this Explanatory Statement.

Resolution 3 is a special resolution.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means MinRex Resources Limited (ACN 151 185 867).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

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

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.15 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) three (3) years from date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being

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ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k)

Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

1. Terms of Performance Shares

• (a) ( Performance Shares ): Each Performance Share is a share in the capital of the Company.

• (b) ( General Meetings ): The Performance Shares shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to Shareholders. Holders have the right to attend general meetings of the Company.

• (c) ( No Voting Rights ): The Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights under the Corporations Act 2001 (Cth) or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (d) ( No Dividend Rights ): The Performance Shares do not entitle the Holder to any dividends.

• (e) ( No rights to return of capital ) A Performance Share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (f) ( No Rights on Winding Up ): Upon winding up of the Company, the Performance Shares may not participate in the surplus profits or assets of the Company.

• (g) ( Transfer of Performance Shares ): The Performance Shares are not transferable.

• (h) ( Reorganisation of Capital ): In the event that the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules, following such reorganisation the economic and other rights of the Holder are not diminished or terminated.

• (i) ( Application to ASX ): The Performance Shares will not be quoted on ASX. Upon conversion of the Performance Shares into Shares in accordance with these terms, the Company must within seven (7) days after the conversion, apply for and use its best endeavours to obtain the official quotation on ASX of the Shares arising from the conversion.

• (j) ( Participation in Entitlements and Bonus Issues ): Subject always to the rights under item 1(g) (Reorganisation of Capital), holders of Performance Shares will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• (k) ( Amendments required by ASX ): The terms of the Performance Shares may be amended as necessary by the Company board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the ASX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.

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• (l) ( No Other Rights ): The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

2. Conversion of the Performance Shares

• (a) ( Milestones ): Subject to sub-paragraph (b), a Performance Share will convert into one (1) Share on the achievement of a resource of a minimum of:

• (i) 5 million tonnes of JORC Code (2012) defined mineral resources, of indicated and/or measured status, grading at least 0.5% nickel on the Tenements (as defined below); or

• (ii) 5 million tonnes of JORC Code (2012) defined mineral resources, of indicated and/or measured status, grading at least 0.05% cobalt on the Tenements; or

• (iii) 5 million tonnes of JORC Code (2012) defined mineral resources, of indicated and/or measured status, grading at least 20ppm scandium on the Tenements,

(each referred to as a Milestone ).

• (b) ( Conversion of Performance Shares ): Subject to paragraphs (b)(iv) and (b)(v) below, in the event a Milestone is satisfied, the Performance Shares held by the Vendors will convert into an equal number of the Company Shares. If:

• (iv) the conversion of the Performance Shares into the Company Shares would result in the Vendor being in contravention of section 606(1) of the Corporations Act, then the conversion of such number of Performance Shares that would cause the contravention will be deferred until such time or times thereafter the conversion would not result in such a breach; and

• (v) the above paragraph (b)(iv) applies, the Vendor may by notice in writing, require the Company to call a meeting of its shareholders for the purposes of obtaining approval under item 7, section 611 of the Corporations Act. If the Vendor provides such notice in writing to the Company, the Company must as soon as practicable call a meeting of its shareholders for the purposes of obtaining approval under item 7, section 611 of the Corporations Act for the conversion of the Performance Shares into the Company Shares.

• (c) ( No Conversion if Milestone not Achieved ): Any Performance Share not converted into a Share within three years from the Issue Date will lapse.

• (d) ( After Conversion ): The Shares issued on conversion of the Performance Shares will, as and from 5.00pm (WST) on the date of issue, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

• (e) ( Conversion Procedure ) the Company will issue the Vendor with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Shares into Shares.

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• (f) For the purposes of these terms “ Tenements ” shall mean the tenements defined below:

Tenements	Project	Registered Holder
EL 8733	Pacific Express	Clean Power Resources PtyLtd
E29/1034	Dragon	Clean Power Resources PtyLtd
E37/1336	Knight	Clean Power Resources PtyLtd

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PROXY FORM

MINREX RESOURCES LIMITED ACN 151 185 867

GENERAL MEETING

I/We

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

Name:

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

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00am, on Monday, 25 June 2018 at The Vic Hotel, 226 Hay Street, Subiaco WA 6008, and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Ratification of Prior Issue of Deposit Shares
Resolution 2	Approval to issue Consideration Securities to the Vendors
Resolution 3	Creation of a New Class of Securities – Performance Shares

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.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:				%
Signature of Shareholder(s):
Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director/Company Secretary	Director	Director/Company Secretary
Date:
Contact name:	Contact ph (daytime):
	Consent for contact by e-mail
E-mail address:	in relation to this Proxy Form:		YES		NO

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Instructions for completing Proxy Form

1.

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

2.

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

3.

( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

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

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

• (g) post to Security Transfer Australia Pty Ltd, PO Box 52, Collins Street West, Victoria 8007 or

• (h) facsimile to Company’s Share Registrar on facsimile number +61 8 9315 2233; or

• (i) email to Company’ Share Registrar at registrar@securitytransfer.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.

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