MINREX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Feb 10, 2020

MINREX RESOURCES LIMITED ACN 151 185 867

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Notice is given that the Meeting will be held at:

TIME : 10.30 am (WST) DATE : Wednesday, 11 March 2020 PLACE : Level 11, London House 216 St Georges Terrace, PERTH WA 6000

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 4.00pm (WST) on Monday, 9 March 2020.

BUSINESS OF THE GENERAL MEETING

Notice is given that a general meeting of Shareholders of MinRex Resources Limited ACN 151 185 867 will be held at Level 11, London House, 216 St Georges Terrace, Perth WA 6000 on Wednesday, 11 March 2020 at 10.30am WST for the purpose of transacting the following business referred to in this Notice of Meeting.

AGENDA

1. RESOLUTION 1 – 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 7.1 and for all other purposes, approval is given for the Company to issue up to 85,000,000 Shares and 21,250,000 Options 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 any 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) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way , or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides, or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 – PARTICIPATION OF ATLANTIC CAPITAL HOLDINGS PTY LTD IN LOAN NOTE CONVERSION

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up 15,000,000 Shares and 3,750,000 Options to Atlantic Capital Holdings Pty Ltd, an entity

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associated with Adam Blumenthal, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Atlantic Capital Holdings Pty Ltd and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of Atlantic Capital Holdings Pty Ltd or those other persons who will obtain a material benefit. However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way , or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides, or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. RESOLUTION 3 - APPROVAL TO ISSUE CONSIDERATION SHARES AND OPTIONS TO EVERBLU CAPITAL PTY LTD

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 5,876,331 Shares and 65,292,576 Options to EverBlu Capital Pty Ltd (or its respective nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of EverBlu Capital Pty Ltd and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of EverBlu Capital Pty Ltd or those other persons who will obtain a material benefit. However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way , or

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• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides, or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. RESOLUTION 4 – MODIFICATION TO CONSTITUTION

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

“That, for the purposes of Section 136(2) of the Corporations Act, and for all other purposes, approval is given for the Company to modify its Constitution by making the amendment contained in the document tabled at the Meeting and signed by the Chair for the purpose of identification, with effect from the close of the Meeting.”

5. RESOLUTION 5 – NON-EXECUTIVE DIRECTOR’S REMUNERATION

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

• “ That, for the purposes of clause 9.2 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the maximum total aggregate amount of fees payable to non-executive Directors from $150,000 per annum to $350,000 per annum in accordance with the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a Director and any of their associates. However, the Company need not disregard a vote if it is cast by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way , or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides, or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an

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associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

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

• (a) the proxy is either:

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

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

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

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this

Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 10 February 2020

By order of the Board

Simon Durack Executive Director

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VOTING IN PERSON

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

VOTING BY PROXY

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

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

• each Shareholder has a right to appoint a proxy;

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

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

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

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

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

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

• post to Automic Group, GPO Box 5193, Sydney, NSW 2001; or

• email to Company’s Share Registrar at meetings@automicgroup.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.

VOTING BY POLL

Shareholders should note that voting at the Meeting on all Resolutions will be conducted by a poll rather than a show of hands.

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 RESOLUTION 1 – ISSUE OF SHARES AND OPTIONS

1.1 General

Resolution 1 seeks Shareholder approval for the issue of up 85,000,000 Shares and 21,250,000 Options.

On 11 December 2019, the Company announced an issue of unsecured loan notes to raise $1,000,000 ( Loan Notes ).

The Loan Notes each have a face value of $0.01; a coupon interest rate of 12% per annum; and a maturity date of 3 February 2020 which the Company has extended to 1 May 2020.

The Company proposes that each Loan Note be converted into one Share each at a price of $0.01 and that 1 free-attaching Option is granted for every 4 Shares issued upon conversion of the Loan Notes.

Shareholder approval to give effect to this proposal in respect of $850,000 worth of Loan Notes is sought in this Resolution 1. Approval for the remaining $150,000 worth of Loan Notes is sought under Resolution 2.

If Resolution 1 is not passed, $850,000 worth of Loan Notes will remain a debt of the Company until redeemed which can be on or before 1 May 2020.

The offer of Loan Notes was managed by the Company’s corporate advisor, EverBlu Capital Pty Ltd ( EverBlu Capital ).

1.2 ASX Listing Rule 7.1 and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities in a relevant 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.

The issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company's Shareholders under Listing Rule 7.1.

Resolution 1 seeks the required Shareholder approval to the issue under and for the purposes of Listing Rule 7.1.

If Resolution 1 is passed, the Company will be able to proceed with the issue and convert the Loan Notes into Shares and Options. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue and the Company will be obliged to repay the Loan Notes in cash by the maturity date.

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1.3 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 1:

• (a) The Shares and Options will be issued to the following persons who are sophisticated and professional investors and who are clients of EverBlu Capital Pty Ltd (the Corporate Adviser appointed by the Company and who arranged the issue of Loan Notes), and none of whom are related parties of the Company:

Name of Investor	$	Shares
Tromso Pty Limited	$10,000.00	1,000,000
Chifley Portfolios Pty Ltd	$200,000.00	20,000,000
Mark John Bahen & Margaret Patricia Bahen	$100,000.00	10,000,000
Blu Bone Pty Ltd	$100,000.00	10,000,000
Hammerhead Holdings Pty Ltd	$100,000.00	10,000,000
Jamber Investments Pty Ltd	$340,000.00	34,000,000
TOTAL	$850,000	85,000,000

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

• (i) 85,000,000 Shares; and

• (ii) 21,250,000 Options.

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

• (d) the Shares will be issued at an issue price of $0.01 and the Options will be issued for no consideration as they will be issued free attaching with the Shares;

• (e) 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;

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

• (g) the Company intends to use the funds raised from the Loan Notes and therefore the proceeds of issue of the Shares the subject of Resolution 1 and Resolution 2 (together with existing funds of approximately $0.075 million) towards working capital requirements and exploration at the Company’s Marble Bar North, Marble Bar South, Daltons, Bamboo Creek and Deflector Extended projects. Should the Company be presented with any potential

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acquisition opportunities, funds may also be used for costs of such acquisitions and exploration on any projects so acquired. The Company intends to expend the full allocated amount on exploration, unless there is an adverse change in the Company’s circumstances during that period or prior exploration results do not support continuation of the relevant exploration program.

The Company intends to use the Loan Note funds to conduct mineral exploration, principally for gold and base metals, within mineral tenements and interests it currently holds. The principal properties are the East Pilbara Gold Projects, comprising of five mineral licences, three of which have been the subject of gold mining in the past, and a single exploration licence in the Gullewa area in the Murchison.

The planned exploration programs will be staged and the type and method of exploration completed in each stage will largely depend upon the results achieved from the previously completed field and geophysics programs. The initial aim is to infill the detailed rock sampling, soil sampling in colluvium and soil covered areas, detailed air-photo interpretation and geological mapping, over all of the licences. Further sampling will also be completed over the areas already indicated as potential extensions to the known gold and base metal mineralised structures.

Airborne and ground geophysical surveys, remote sensing, aerial photography, surface geochemical sampling programs and geological mapping will all be completed in the forthcoming exploration programs on all six of the licences held by the Company. It is conjectured that this detailed exploration will elucidate optimal drill target locations and include detailed follow-up aircore, reverse circulation and diamond drill testing for ore definition.

efinition.
Use of Funds	$
East Pilbara surface exploration expenditure (including field sampling, air-photo interpretation, geological mapping, surveying and target generation)	180,000
East Pilbara geophysical survey expenditure (including detailed heli-borne surveys at Daltons and Bamboo Creek, principally aeromagnetic and TEM surveys; and ground based geophysics at the Marble Bar North and Marble Bar South projects)	100,000
Deflector Extended field sampling programmes (including rock and soil sampling and geological mapping)	30,000
Deflector Extended remote exploration (including air-photo interpretation and heli-borne TEM geophysics)	70,000
Evaluation of additional acquisition opportunities	120,000
Executive Director’s fees	91,980
Non-Executive Directors’ fees	127,980
Corporate consulting, advisory and legal costs	183,250
Working capital	66,790
Management Fee of EverBlu Capital (6% of Placement)*	30,000

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1,000,000

Total

*50% of the Management fee to be settled in cash and 50% of the Management fee to be paid by the Company to EverBlu (or EverBlu’s nominees) the number of shares which in aggregate are of equal value to 50% of the Management fee, based on the deemed value of $0.01 per share. The above table includes the amount raised in respect of the issues under Resolution 2 of this Notice.

1.4 Dilution

Any issue of Shares will dilute the interests of Shareholders who do not hold Loan Notes.

The highest and lowest trading price for Shares of the Company recorded before 3 February 2020 (for a one year period) was $0.022 on 17 April 2019 and $0.008 on 2 August 2019, 21 August 2019 and 31 January 2020.

Assuming no Options are exercised or other Shares issued and the maximum number of Shares set out above in this Resolution 1 and Resolution 2 are issued, the number of Shares on issue would increase from 95,877,727 (being the number of Shares on issue as at the date of this Notice) to 195,877,727 and the shareholding of existing Shareholders would be diluted by 51.05%

1.5 Directors’ Recommendation

None of the Directors have a material personal interest in the subject matter of this Resolution. The Board recommends that Shareholders vote in favour of this Resolution, as it will enable the Company to fund its ongoing operations and commitments.

2 RESOLUTION 2 – PARTICIPATION OF ATLANTIC CAPITAL HOLDINGS PTY LTD IN LOAN NOTE CONVERSION

2.1 General

As announced on 11 December 2019, and as detailed in Section 1.1 of this Notice, the Company has secured $1,000,000 (before costs) through the issue of Loan Notes.

Atlantic Capital Holdings Pty Ltd ( Atlantic Capital ) has subscribed for $150,000 worth of these Loan Notes. Adam Blumenthal, a director of EverBlu who acted as the Lead Manager for the Loan Note raise, is also the sole director of Atlantic Capital Holdings Pty Ltd.

2.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to any of the following persons without the approval of its holders of its ordinary securities:

==> picture [13 x 12] intentionally omitted <==

a related party;

==> picture [13 x 12] intentionally omitted <==

• a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

==> picture [13 x 11] intentionally omitted <==

• a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

==> picture [13 x 12] intentionally omitted <==

• an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

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==> picture [13 x 12] intentionally omitted <==

• a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders.

The ASX has exercised its discretion pursuant to Listing Rule 10.11.5, and has directed that the Company seek Shareholder approval for the conversion of Atlantic Capital's Loan Note into 15,000,000 Shares and 3,750,000 Options.

Resolution 2 seeks the required shareholder approval to the issue of the Shares and Options to Atlantic Capital for the purposes of Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Shares and Options to Atlantic Capital.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Shares and Options to Atlantic Capital, and the Company will re-pay the Loan Note to Atlantic Capital in cash.

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

2.3 Specific information required by Listing Rule 10.13

The following information is provided in relation to the proposed issue of Shares and Options to Atlantic Capital (or their nominees), for the purposes of Listing Rule 10.13:

==> picture [13 x 11] intentionally omitted <==

• the Shares and Options will be issued to Atlantic Capital (or their nominees);

==> picture [13 x 11] intentionally omitted <==

• in ASX's opinion, Atlantic Capital's association with Adam Blumenthal and its relationship with the Company requires that the conversion of the Loan Notes into Shares and Options should be approved by Shareholders pursuant to Listing Rule 10.11.5;

==> picture [13 x 12] intentionally omitted <==

• the maximum number of securities to be issued is:

• (i) 15,000,000 Shares; and

• (ii) 3,750,000 Options;

==> picture [13 x 11] intentionally omitted <==

• 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;

==> picture [13 x 12] intentionally omitted <==

• the Options will be issued on the terms set out in Schedule 1;

==> picture [10 x 12] intentionally omitted <==

• the Shares and Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

==> picture [13 x 12] intentionally omitted <==

• the Shares will be issued at an issue price of $0.01 and the Options will be issued for no consideration as they will be issued free attaching with the Shares; and

==> picture [13 x 11] intentionally omitted <==

• the purpose of the issue and the intended use of funds is set out in Section 1.3(g) of this Notice.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Shares and Options to Atlantic Capital as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares and Options to Atlantic Capital will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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3 RESOLUTION 3 – APPROVAL TO ISSUE CONSIDERATION SHARES AND OPTIONS TO EVERBLU CAPITAL PTY LTD

3.1 General

As announced on 11 December 2019, and as detailed in Section 1.1 of this Notice, the Company has secured $1,000,000 (before costs) through the issue of Loan Notes. As also announced, the Company proposes to undertake a Non-Renounceable Entitlements Issue to raise up to $958,777.27 ( Entitlement Issue ).

EverBlu Capital Pty Ltd ( EverBlu ) has acted as the Lead Manager for the Loan Notes and will act as the Lead Manager for the Rights Issues. In addition to a monthly retainer fee of $10,000 per month, EverBlu will charge a management fee and a capital raising fee equating to 6% of the total gross proceeds raised under the Loan Note issue and the Entitlement Issue ( Gross Proceeds Fee ). 50% of the Gross Proceeds fee will be paid in cash by the Company, with the remaining 50% to be paid in Shares at an issue price of $0.01 per Share ( Consideration Shares ). EverBlu is also entitled to receive one (1) Option for every three (3) Shares issued pursuant to the conversion of the Loan Notes and the Entitlement Issue, each Option exercisable at $0.04 per Option on or before 30 months from the date of issue ( Consideration Options ).

3.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 2.2 of this Notice.

The ASX has exercised its discretion pursuant to Listing Rule 10.11.5, and has directed that the Company seek Shareholder approval for the issue of the Consideration Shares and Consideration Options to EverBlu.

Resolution 3 seeks the required shareholder approval to the issue of the Shares and Options to EverBlu for the purposes of Listing Rule 10.11.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Consideration Shares and Consideration Options to EverBlu.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue to EverBlu and the Company will pay to EverBlu the full Gross Proceeds Fee in cash and will not issue EverBlu the Options.

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

3.3 Specific information required by Listing Rule 10.13

The following information is provided in relation to the proposed issue of Consideration Shares and Consideration Options to EverBlu (or its nominees), for the purposes of Listing Rule 10.13:

• (a) the Consideration Shares and Consideration Options will be issued to EverBlu;

• (b) in ASX's opinion, EverBlu's relationship with the Company requires that the issue of Consideration Shares and Consideration Options should be approved by Shareholders pursuant to Listing Rule 10.11.5;

• (c) the maximum number of Consideration Shares and Consideration Options to be issued is:

• (i) 5,876,331 Consideration Shares; and

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(ii) 65,292,576 Consideration Options;

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

• (e) the Consideration Options will be issued on the terms set out in Schedule 1;

• (f) the Consideration Shares and Consideration Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules); and

• (g) the Consideration Shares and Consideration Options will be issued for nil consideration as they will be issued as consideration for lead manager services, accordingly no funds will be raised.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Shares and Options to EverBlu as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares and Options to EverBlu will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1

2 RESOLUTION 4 – MODIFICATION TO CONSTITUTION

2.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders, requiring at least 75% of the votes to be cast in favour of the resolution by Shareholders entitled to vote on the resolution.

Resolution 4 is a special resolution which will enable the Company to modify its existing Constitution and adopt an amended constitution ( Amended Constitution ) which complies with the new ASX Listing Rule 15.12 which came into effect on 1 December 2019. Under this new Listing Rule 15.12, ASX requires certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form Appendix 9A. However, for less significant holdings (such as non-related parties and non-promoters), ASX will instead permit the Company to issue restriction notices to holders of restricted securities in the form of a new Appendix 9C advising them of the restriction rather than requiring signed restriction agreements.

A copy of the Amended Constitution is annexed to this Notice (as Annexure 1).

2.1

Proposed modification

The proposed amendments will result in material amendments to clause 28.4 of the Constitution. The effect of the proposed amendments to the Constitution will be to include additional provisions which provide that for so long as an entity has any restricted securities on issue:

• a holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• if the securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the Company’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;

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• the entity will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and

• if a holder of restricted securities breaches a restriction deed or a provision of the Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

3 RESOLUTION 5 – NON-EXECUTIVE DIRECTORS’ REMUNERATION

ASX Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors’ fees payable to all of its non-executive directors without the approval of holders of its ordinary securities.

Clause 9.2 of the Constitution provides that remuneration payable to the nonexecutive Directors will not exceed the sum of $350,000 ( Constitutional Limit ).

The Constitutional Limit was previously approved by the Company's shareholders at its 2015 AGM in the context of adopting a new Constitution, but not expressly for the purposes of ASX Listing Rule 10.17 as a standalone resolution. The explanatory memorandum explaining material changes when the new Constitution was adopted did however expressly state the new limit of $350,000.

Separate approval under ASX Listing Rule 10.17 for the increase in the Constitutional Limit is now being sought.

The Company notes that it has never exceeded the previous remuneration limit of $150,000, being the threshold in place at the time the Company first listed on the ASX. The Company, in any event, wishes to increase the threshold to the Constitutional Limit to rectify the current discrepancy with the shareholder approved Constitution.

Pursuant to Resolution 5, the Company seeks approval for the current Constitutional Limit.

In the past 3 years, the Company has not issued any Shares to non-executive Directors under ASX Listing Rules 10.11 and 10.14.

Given the interest of the non-executive Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution.

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GLOSSARY

$ means Australian dollars.

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

ASX Listing Rules means the listing rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means 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.

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

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

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

14

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

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Relevant Period means:

• (a) if the entity has been admitted to the official list for 12 months or more, the 12 month period immediately preceding the date of the issue or agreement; or

• (b) if the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement.

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

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.

15

SCHEDULE 1 - TERMS AND CONDITIONS OF OPTIONS

1. Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary Share in the Company upon exercise of the Option.

2. Exercise Price

Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.04 ( Exercise Price ).

3. Expiry Date

Each Option will expire at 5:00 pm (WST) on the day which is 30 months after the date on which the Option is issued ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

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

5. 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.

6. 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 ).

7. Timing of issue of Shares on exercise

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

• (a) 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;

• (b) 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

• (c) 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 (h)(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 ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act

16

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.

8.

Shares issued on exercise

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

9. 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.

10. 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.

11. 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.

12. Options are not quoted

The Options will not be quoted on the ASX.

13. 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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ANNEXURE 1 - A AMENDED CONSTITUTION

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Constitution

MinRex Resources Limited ACN 151 185 867

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Table of contents

1.	Preliminary	Preliminary	1
	1.1	Company status and replaceable rules	1
	1.2	Definitions	1
	1.3	Interpretation of this Constitution	4
2.	ASX	Listing Rules	5
	2.1	Application while Listed	5
	2.2	ASX Listing Rules Appendix 15A	5
3.	Directors		6
	3.1	Number of Directors	6
	3.2	Qualification	6
	3.3	Appointment by the Board	6
	3.4	Election by general meeting	6
	3.5	Eligible candidates	7
	3.6	One third of Directors retire annually	7
	3.7	Selection of Directors to retire	7
	3.8	Time of retirement	8
	3.9	Cessation of Director's appointment	8
	3.10	Removal from office	8
	3.11	Too few Directors	8
	3.12	Alternate Directors	9
4.	Powers of the Board		10
	4.1	Powers generally	10
	4.2	Exercise of powers	10
	4.3	Sale of main undertaking	10
5.	Executing negotiable instruments		10
6.	Managing Director		10
	6.1	Appointment and power of Managing Director	10
	6.2	Retirement and removal of Managing Director	11
	6.3	Multiple Managing Directors	11

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	6.4	Termination of appointment of Managing Director	11
7.	Delegation of Board powers		12
	7.1	Power to delegate	12
	7.2	Power to revoke delegation	12
	7.3	Terms of delegation	12
	7.4	Proceedings of committees	12
8.	Directors’ duties and interests		12
	8.1	Compliance with duties under the Corporations Act	12
	8.2	Director not disqualified from holding other offices etc	12
	8.3	Disclosure of interests	13
	8.4	Director interested in a matter	13
	8.5	Agreements with third parties	13
	8.6	Obligation of secrecy	13
9.	Directors’ remuneration		14
	9.1	Remuneration of Executive Directors	14
	9.2	Remuneration of non executive Directors	14
	9.3	Additional Remuneration for extra services	14
	9.4	Expenses of Directors	15
	9.5	Directors' retirement benefits	15
10.	Officers’ indemnity and insurance		15
	10.1	Indemnity	15
	10.2	Insurance	16
	10.3	Former officers	16
	10.4	Deeds	16
11.	Board	meetings	16
	11.1	Convening Board meetings	16
	11.2	Notice of Board meeting	16
	11.3	Use of technology	16
	11.4	Chairing Board meetings	17
	11.5	Quorum	17
	11.6	Majority decisions	17
	11.7	Procedural rules	17

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	11.8	Written resolution	17
	11.9	Additional provisions concerning written resolutions	17
	11.10	Valid proceedings	18
12.	Meetings of members		18
	12.1	Annual general meeting	18
	12.2	Calling meetings of members	18
	12.3	Notice of meeting	18
	12.4	Postponement or cancellation	19
	12.5	Fresh notice	19
	12.6	Notice to joint holders of shares	19
	12.7	Technology	19
	12.8	Accidental omission	19
	12.9	Class meetings	19
13.	Proceedings at meetings of members		19
	13.1	Member present at meeting	19
	13.2	Quorum	20
	13.3	Quorum not present	20
	13.4	Chairing meetings of members	20
	13.5	Attendance at meetings of members	20
	13.6	Members rights suspended while call unpaid	21
	13.7	Chairman's powers at a meeting of members	21
	13.8	Admission to general meetings	21
	13.9	Adjournment	22
	13.10	Business at adjourned meetings	22
14.	Proxies, attorneys and representatives		22
	14.1	Appointment of proxies	22
	14.2	Member's attorney	23
	14.3	Deposit of proxy forms and powers of attorney	23
	14.4	Evidence of proxy forms, powers of attorney and other
		appointments	23
	14.5	Corporate representatives	23
	14.6	Standing appointments	23
	14.7	Suspension of proxy or attorney's powers if member
		present	24

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	14.8	Priority of conflicting appointments of attorney or
		representative	24
	14.9	More than two current proxy appointments	24
	14.10	Continuing authority	24
15.	Entitlement to vote		25
	15.1	Determining voting entitlements	25
	15.2	Number of votes	25
	15.3	Chairman has no casting vote	26
	15.4	Votes of joint holders	26
	15.5	Votes of transmittees and guardians	26
	15.6	Voting restrictions	26
	15.7	Decision on right to vote	26
16.	How voting is carried out		27
	16.1	Method of voting	27
	16.2	Demand for a poll	27
	16.3	When and how polls must be taken	27
17.	Secretary		27
	17.1	Appointment of Secretary	27
	17.2	Terms and conditions of office	28
	17.3	Cessation of Secretary's appointment	28
	17.4	Removal from office	28
18.	Minutes		28
	18.1	Minutes must be kept	28
	18.2	Minutes as evidence	29
	18.3	Inspection of minute books	29
19.	Company seals		29
	19.1	Common seal	29
	19.2	Use of seals	29
	19.3	Fixing seals to documents	29
20.	Financial reports and audit		30
	20.1	Company must keep financial records	30
	20.2	Financial reporting	30

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	20.3	Audit	30
	20.4	Conclusive reports	30
	20.5	Inspection of financial records and books	30
21.	Shares		31
	21.1	Issue at discretion of Board	31
	21.2	Preference and redeemable preference shares	31
	21.3	Restrictions on issue	31
	21.4	Brokerage and commissions	31
	21.5	Surrender of shares	31
	21.6	Variation of rights	31
22.	Certificates		32
	22.1	Uncertificated securities	32
	22.2	Certificated shares	32
	22.3	Multiple certificates and joint holders	32
	22.4	Lost and worn out certificates	32
23.	Register		33
	23.1	Joint holders	33
	23.2	Non beneficial holders	33
24.	Partly paid shares		33
	24.1	Fixed instalments	33
	24.2	Prepayment of calls	33
	24.3	Calls made by Board	34
	24.4	Notice of call	34
	24.5	Classes of shares	34
	24.6	Obligation to pay calls	34
	24.7	Called Amounts	34
	24.8	Proof of call	35
	24.9	Forfeiture notice	35
	24.10	Forfeiture	35
	24.11	Disposal and re issue of forfeited shares	35
	24.12	Notice of forfeiture	36
	24.13	Cancellation of forfeiture	36
	24.14	Effect of forfeiture	36

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	24.15	Application of proceeds	36
	24.16	Title of new holder	36
	24.17	Mortgage of uncalled capital	37
25.	Company liens		37
	25.1	Existence of liens	37
	25.2	Sale under lien	37
	25.3	Protection of lien	38
	25.4	Indemnity for payments required to be made by the
		Company	38
26.	Dividends		38
	26.1	Determination of dividends	38
	26.2	Payment of dividends	39
	26.3	Amount of dividend	39
	26.4	Prepayments, payments during dividend period and credits
		without payment	39
	26.5	Dividends in kind	39
	26.6	Method of payment	40
	26.7	Joint holders' receipt	40
	26.8	Retention of dividends by Company	40
	26.9	No interest on dividends	40
27.	Share	plans	41
	27.1	Implementing share plans	41
	27.2	Board's powers and varying, suspending or terminating
		share plans	41
28.	Transfer of shares		42
	28.1	Modes of transfer	42
	28.2	Market obligations	42
	28.3	Delivery of transfer and certificate	42
	28.4	Restricted securities	42
	28.5	Refusal to register transfer	43
	28.6	Transferor remains holder until transfer registered	43
	28.7	Powers of attorney	44

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29.	Transmission of shares	Transmission of shares	44
	29.1	Death of joint holder	44
	29.2	Death of single holder	44
	29.3	Transmission of shares on insolvency or mental incapacity	44
	29.4	Refusal to register holder	45
30.	Unmarketable parcels		45
	30.1	Board power of sale	45
	30.2	Notice of proposed sale	45
	30.3	No sale where member gives notice	46
	30.4	Terms of sale	46
	30.5	Share transfers	46
	30.6	Application of proceeds	46
	30.7	Protections for transferee	46
31.	Alteration of share capital		47
	31.1	Capitalisation of profits	47
	31.2	Adjustment of capitalised amounts	47
	31.3	Conversion of shares	47
	31.4	Adjustments on conversion	47
	31.5	Reduction of capital	48
32.	Currency for payments		48
	32.1	Board may decide currency	48
	32.2	Conversion to Australian dollars	48
33.	Winding up		49
	33.1	Entitlement of members	49
	33.2	Distribution of assets generally	49
	33.3	No distribution of liabilities	49
	33.4	Distribution not in accordance with legal rights	49
34.	Notices		49
	34.1	Notices by Company	49
	34.2	Overseas members	50
	34.3	When notice is given	50
	34.4	Notice to joint holders	50

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	34.5	Counting days	50
	34.6	Notices to "lost" members	51
35.	Unclaimed money		51
36.	Proportional Takeovers		51
	36.1	Definitions	51
	36.2	When a Proportional Takeover Bid is made	52
	36.3	Deadline for passing an Approving Resolution	52
	36.4	Application of general law principles	52
	36.5	Notice required when vote taken	53
	36.6	Where no vote taken	53
	36.7	Effect of rejection of Approving Resolution	53
	36.8	ASX Settlement Operating Rules	53
	36.9	Where this rule ceases to apply	53
Schedule Terms of Issue of Preference Shares			54

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Constitution

1. Preliminary

1.1 Company status and replaceable rules

• (a) The Company is a public company.

• (b) The replaceable rules referred to in section 141 of the Corporations Act do not apply to the Company and are replaced by the rules set out in this document.

1.2 Definitions

The following definitions apply in this document:

Approved Fees means fees, salary, bonuses, fringe benefits and for a Director superannuation contributions provided by the Company, but (other than an does not include: Executive Director) (a) a payment made as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

• (b) an insurance premium paid by the Company or indemnity under rule 10; or

• (c) any issue or acquisition of securities.

ASX means ASX Limited ACN 008 624 691.

ASX Clear means ASX Clear Pty Limited ACN 001 314 503.

ASX Clear means the operating rules of ASX Clear (or of any relevant Operating Rules organisation which is an alternative to, or successor or replacement of, ASX Clear), as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

ASX Listing means the listing rules of the ASX and any other rules of the Rules ASX which are applicable while the Company is admitted to the Official List of the ASX, each as amended or replaced from time

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to time, except to the extent of any express written waiver by the ASX.

ASX Operating	means the operating rules of the ASX (covering access to
Rules	trading facilities and the conduct of market participants) as
	amended or replaced from time to time, except to the extent of
	any express written waiver by the ASX.
ASX Settlement	means ASX Settlement Pty Ltd ACN 008 504 532.
ASX Settlement	means the operating rules of ASX Settlement (or of any
Operating Rules	relevant organisation which is an alternative to, or successor or
	replacement of, ASX Settlement or any applicable CS facility
	licensee), as amended or replaced from time to time, except to
	the extent of any express written waiver by the ASX.
Board	means the Directors acting collectively under this document.
Business Day	has the meaning given by the ASX Listing Rules.
Called Amount	in respect of a share means:
	(a) the amount of a call on that share which is due and
	unpaid; and
	(b) any amount the Board requires a member to pay under
	rule 24.7.
Company	means the company named at the beginning of this document
	whatever its name is for the time being.
Constitution	means this constitution of the Company.
Corporations Act	means the_Corporations Act_ 2001(Cth).
Director	means a person who is, for the time being, a director of the
	Company.
Dividend	includes bonus.

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document means this Constitution. Executive means a Director who is an employee of the Company or a Director subsidiary or acts in an executive capacity for the Company or a subsidiary under a contract for services and includes a Managing Director. Interest Rate means, in respect of each rule in which that term is used: (a) the rate for the time being prescribed by the Board in respect of that rule; or (b) if no rate is prescribed, 15% each year. Managing means a managing director appointed under rule 6.1. Director member means a person whose name is entered in the Register as the holder of a share. Official List means the official list of the ASX. Ordinary means a resolution passed at a meeting of members by a Resolution majority of the members present and voting at the meeting. Register means the register of members kept as required by sections 168 and 169 of the Corporations Act and includes a computerised or electronic subregister established and administered under the ASX Operating Rules. rule means a rule of this Constitution. Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document. Special has the meaning given by section 9 of the Corporations Act. Resolution

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Unmarketable Parcel

means a parcel of shares of a single class registered in the same name or the same joint names which is:

• (a) less than the number that constitutes a marketable parcel of shares of that class under the ASX Operating Rules; or

• (b) subject to the Corporations Act, the ASX Listing Rules and the ASX Operating Rules, any other number determined by the Board from time to time.

Voting Member

• in relation to a general meeting, or meeting of a class of members, means a member who has the right to be present and to vote on at least one item of business to be considered at the meeting.

1.3 Interpretation of this Constitution

The following rules apply in interpreting this document except where the context makes it clear that a rule is not intended to apply:

• (a) headings are for convenience only, and do not affect interpretation;

• (b) a reference to:

• (i) legislation (including subordinate legislation), the ASX Listing Rules, the ASX Operating Rules, the ASX Clear Operating Rules or the ASX Settlement Operating Rules is to that legislation or those rules as:

  • (A) amended, modified or waived in relation to the Company; or

  • (B) re enacted, amended or replaced,

and includes any subordinate legislation or rules issued under that legislation or those rules;

• (ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

• (iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

• (iv) anything (including a right, obligation or concept) includes each part of it;

• (c) a singular word includes the plural, and vice versa;

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• (d) a word which suggests one gender includes the other genders;

• (e) if a word is defined, another part of speech has a corresponding meaning;

• (f) if an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing;

• (g) the word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing;

• (h) a power to do something includes a power, exercisable in the like circumstances, to revoke or undo it;

• (i) a reference to a power is also a reference to authority or discretion;

• (j) a reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form; and

• (k) a word (other than a word defined in rule 1.2) which is defined by the Corporations Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Corporations Act.

2. ASX Listing Rules

2.1 Application while Listed

A reference to the ASX Listing Rules, the ASX Operating Rules, ASX Clear Operating Rules, ASX Settlement Operating Rules, the ASX or related matters in this Constitution has effect if, and only if, at the relevant time the Company is listed on the ASX.

2.2 ASX Listing Rules Appendix 15A

If the Company is admitted to the Official List of the ASX, it must comply with the following:

• (a) notwithstanding anything contained in this document, if the ASX Listing Rules prohibit an act being done, the act shall not be done;

• (b) nothing contained in this document prevents an act being done that the ASX Listing Rules require to be done;

• (c) if the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

• (d) if the ASX Listing Rules require this document to contain a provision and it does not contain such a provision, this document is deemed to contain that provision;

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• (e) if the ASX Listing Rules require this document not to contain a provision and it contains such a provision, this document is deemed not to contain that provision; and

• (f) if any provision of this document is or becomes inconsistent with the ASX Listing Rules, this document is deemed not to contain that provision to the extent of the inconsistency.

3. Directors

3.1 Number of Directors

The Board may decide the number of Directors but that number must be at least:

• (a) three; or

• (b) the number of Directors in office when the decision is made,

(whichever is greater).

3.2 Qualification

A Director need not be a member. Neither the auditor of the Company for the time being nor any partner or employee of the auditor is eligible to act as a Director.

3.3 Appointment by the Board

Subject to this document, section 201E of the Corporations Act and to the number of Directors for the time being fixed under rule 3.1 not being exceeded, the Board may appoint a person to be a Director at any time except during a general meeting. Any Director so appointed:

• (a) automatically retires at the next annual general meeting and is eligible for re election by that annual general meeting; and

• (b) is not taken into account in deciding the rotation or retirement of Directors or the number of them to retire under rule 3.6 at that annual general meeting.

3.4 Election by general meeting

Subject to this document, section 201E of the Corporations Act and to the number of Directors for the time being fixed under rule 3.1 not being exceeded, the Company may elect Directors by Ordinary Resolution. A Director appointed to replace one removed from office under rule 3.10 must retire when the Director replaced would have been required to retire if not removed and is eligible for re election.

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3.5 Eligible candidates

• (a) The Company in general meeting cannot validly elect a person as a Director unless:

• (i) the person retires under rule 3.3, 3.4 or 3.6 and seeks re election;

• (ii) the Board recommends the appointment; or

• (iii) at least 35 Business Days (in the case of a meeting that members have requested directors to call, 30 Business Days) before the meeting at which the relevant resolution will be considered, the Company receives both:

  • (A) a nomination of the person by a member (who may be the person); and

  • (B) a consent to act as a Director signed by the person;

at its registered office.

• (b) The Company must notify members of every candidate for election as a Director at least seven days before the relevant general meeting.

3.6 One third of Directors retire annually

At each annual general meeting:

• (a) one third (or if that is not a whole number, the whole number nearest to one third) of the Directors who are not:

• (i) appointed, and required to retire, under rule 3.3;

• (ii) the Managing Director (or if there is more than one, the one (if any) nominated under rule 6.3(a)); and

• (b) subject to rule 6.2, any Director who would, if that Director remained in office until the next annual general meeting, have held that office for more than three years since last being elected or appointed,

must retire from office and are eligible for re election.

3.7 Selection of Directors to retire

Subject to rule 3.4, the Directors who retire under rule 3.6 are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. If they do not agree, they must draw lots to decide which of them must retire.

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3.8 Time of retirement

A Director's retirement under rule 3.3 or 3.6 takes effect at the end of the relevant annual general meeting unless the Director is re elected at that meeting.

3.9 Cessation of Director's appointment

A person automatically ceases to be a Director if the person:

• (a) is not permitted by the Corporations Act (or an order made under the Corporations Act) to be a director;

• (b) becomes disqualified from managing corporations under Part 2D.6 of the Corporations Act and is not given permission or leave to manage the Company under section 206F(5) or 206G of the Corporations Act;

• (c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

• (d) fails to attend Board meetings (personally) for a continuous period of three months without leave of absence from the Board;

• (e) resigns by notice in writing to the Company;

• (f) is removed from office under rule 3.10; or

• (g) ceases to qualify as a Director under rule 3.2.

• 3.10 Removal from office

• (a) Whether or not a Director's appointment was expressed to be for a specified period:

  • (i) the Company by Ordinary Resolution; or

  • (ii) members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

• (b) The powers to remove a Director under this rule are in addition to section 203D of the Corporations Act.

3.11 Too few Directors

If the number of Directors is reduced below the minimum required by rule 3.1, the continuing Directors may act as the Board only:

• (a) to appoint Directors up to that minimum number;

• (b) to convene a meeting of members; and

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(c) in emergencies.

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3.12 Alternate Directors

Subject to this Constitution, each Director may appoint any person (who, if there are other Directors, is approved by a majority of the other Directors) to act as an alternate Director in the Director's place, either for a stated period or until the happening of a specified event, whenever by absence or illness or otherwise the Director is unable to attend to duties as a Director. The appointment must be in writing and signed by the Director and a copy of the appointment must be sent to the Company's registered office or given at a meeting of the Directors. The appointment takes effect on (if there are other Directors) approval by a majority of the other Directors or where the approval has been granted at any later time specified in the appointment. The following provisions apply to any Alternate Director:

• (a) the appointment of the Alternate Director is terminated or suspended on receipt at the registered office of notice in writing from the Director by whom the Alternate Director was appointed;

• (b) the Alternate Director is entitled to receive notice of meetings of the Directors and to attend and vote at the meetings if the Director by whom the Alternate Director was appointed is not present;

• (c) the Alternate Director is entitled to exercise all the powers (except the power to appoint an Alternate Director) and perform all the duties of a Director, to the extent the Director by whom the Alternate Director was appointed subject to any limitations set out in the instrument appointing the Alternate Director;

• (d) the Alternate Director is not, unless the Directors otherwise determine, (except for the right to reimbursement for expenses under rule 9.4) entitled to receive any remuneration as a Director from the Company, and any remuneration (not including remuneration authorised by the Directors or reimbursement for expenses) paid to the Alternate Director by the Company is to be deducted from the remuneration of the Director by whom the Alternate Director was appointed;

• (e) the office of the Alternate Director is terminated on the death of, or termination of office by, the Director by whom the Alternate Director was appointed;

• (f) the Alternate Director is not to be taken into account in determining the number of Directors; and

• (g) the Alternate Director is, while acting as a Director, responsible to the Company for the Alternate Director's own acts and defaults and is not the agent of the Director by whom the Alternate Director was appointed.

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4. Powers of the Board

4.1 Powers generally

Except as otherwise required by the Corporations Act, any other applicable law, the ASX Listing Rules or this document, the Board:

• (a) has power to manage the business of the Company; and

• (b) subject to rule 4.3, may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.

4.2 Exercise of powers

A power of the Board can be exercised only:

• (a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

• (b) in accordance with a delegation of the power under rule 6 or 7.

4.3 Sale of main undertaking

Unless otherwise permitted by the ASX Listing Rules or the Corporations Act, the Board must not sell or dispose of the main undertaking of the Company unless the decision is ratified by the Company in general meeting.

5. Executing negotiable instruments

The Board must decide the manner (including the use of facsimile signatures if thought appropriate) in which negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company. The Company may execute, accept, or endorse negotiable instruments only in the manner for the time being decided by the Board.

6. Managing Director

6.1 Appointment and power of Managing Director

• (a) The Board may appoint one or more Directors to be a Managing Director either for a specified term (but not for life) or without specifying a term.

• (b) The Board may delegate any of the powers of the Board to a Managing Director:

• (i) on the terms and subject to any restrictions the Board decides; and

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• (ii) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

• (c) This rule does not limit rule 7.

6.2 Retirement and removal of Managing Director

Subject to rule 6.3, a Managing Director is not:

• (a) required to retire; or

• (b) to be taken into account in determining the number of Directors to retire,

by rotation under rule 3.6 but (subject to any contract between the Company and that Managing Director) is otherwise subject to the same rules regarding resignation, removal and retirement from office as the other Directors.

6.3 Multiple Managing Directors

If there are two or more Managing Directors at the same time:

• (a) the Board may nominate one of them as the Managing Director to be exempted from retirement by rotation under rule 3.6 and may revoke the nomination at any time;

• (b) if a Managing Director has been nominated under rule 6.3(a) and the Board later nominates a different Managing Director under that rule, the one first nominated must retire by rotation at the next annual general meeting unless elected at either of the last two annual general meetings; and

• (c) if none of them is the subject of a current nomination under rule 6.3(a), all of them must retire by rotation under rule 3.6.

6.4 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

• (a) the Managing Director ceases for any reason to be a Director; or

• (b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. Delegation of Board powers

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D of the Corporations Act.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

• (a) A delegation of powers under rule 7.1 may be made:

• (i) for a specified period or without specifying a period; and

• (ii) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

• (b) A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. Directors’ duties and interests

8.1 Compliance with duties under the Corporations Act

Each Director must comply with sections 180 to 183 of the Corporations Act.

8.2 Director not disqualified from holding other offices etc

A Director is not disqualified by reason only of being a Director from:

• (a) holding any office or place of profit or employment other than that of the Company's auditor;

• (b) being a member or creditor of any corporation (including the Company) or partnership other than the auditor; or

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• (c) entering into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with section 191 of the Corporations Act.

8.4 Director interested in a matter

Each Director must comply with section 195 of the Corporations Act in relation to being present, and voting, at a Board meeting that considers a matter in which the Director has a material personal interest. Subject to section 195 of the Corporations Act:

• (a) a Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter in which that Director has an interest;

• (b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

• (c) the Director may retain benefits under the transaction even though the Director has the interest; and

• (d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191 of the Corporations Act, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

• (a) fails to make a disclosure of an interest; or

• (b) is present at, or counted in the quorum for, a Board meeting that considers or votes on that agreement.

8.6 Obligation of secrecy

• (a) Every Director and Secretary must keep the transactions and affairs of the Company and the state of its financial reports confidential unless required to disclose them:

• (i) in the course of duties as an officer of the Company;

• (ii) by the Board or the Company in general meeting; or

• (iii) by law, including under the ASX Listing Rules.

• (b) The Company may require a Director, Secretary, auditor, trustee, committee member or other person engaged by it to sign a confidentiality undertaking

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consistent with this rule. A Director or Secretary must do so if required by the Company.

9. Directors’ remuneration

9.1 Remuneration of Executive Directors

Subject to any contract with the Company and to the ASX Listing Rules, the Board may fix the remuneration of each Executive Director. That remuneration may consist of salary, bonuses or any other elements but must not be a commission on or percentage of profits or operating revenue.

9.2 Remuneration of non executive Directors

The Directors (other than the Executive Directors) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

• (a) does not:

• (i) in any year exceed in aggregate $350,000 or the amount last fixed by Ordinary Resolution; or

• (ii) consist of a commission on or percentage of profits or operating revenue; and

• (b) is allocated among them:

• (i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

• (ii) as otherwise decided by the Board; and

• (c) is provided in the manner the Board decides, which may include provision of non cash benefits.

If the Board decides to include non cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director's usual residential address), the Company may pay that Director a fixed sum set by the Board for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

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9.4 Expenses of Directors

The Company must pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

• (a) in attending meetings of the Company, the Board, or a committee of the Board;

• (b) on the business of the Company; or

• (c) in carrying out duties as a Director.

9.5 Directors' retirement benefits

Subject to Division 2 of Part 2D.2 of the Corporations Act and the ASX Listing Rules, the Company may:

• (a) agree with a Director or person about to become a Director that, when or after the person dies or otherwise ceases to be a Director, the Company will pay a pension or lump sum benefit to:

• (i) that person; or

• (ii) after that person's death, any of the surviving spouse, dependants or legal personal representatives of that person; or

• (b) pay such a pension or lump sum benefit regardless of whether the Company has agreed to do so and regardless of the terms of any agreement.

10. Officers’ indemnity and insurance

10.1 Indemnity

Subject to and so far as permitted by the Corporations Act:

• (a) the Company may in its discretion, to the extent the person is not otherwise indemnified, indemnify every officer of the Company and its wholly owned subsidiaries and may in its discretion indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

• (b) the Company may in its discretion make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Corporations Act, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Corporations Act, without limiting a person's rights under this rule 10, the Company may enter into an agreement with a person who is or has been an officer of the Company or any of the Company's subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. Board meetings

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

• (a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director who is in Australia; and

• (b) may give the notice in rule 11.2(a) orally (including by telephone) or in writing, but failure to give notice to, or non receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D of the Corporations Act. A

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Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present within 15 minutes after the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. A Director is treated as present at a meeting held by audio or audio visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D of the Corporations Act, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. If an equal number of votes is cast for and against a resolution, the chairman of the meeting has a second or casting vote .

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution receive such notice electronically, the Directors may pass the resolution without a directors' meeting being held if a simple majority of the Directors entitled to vote on the resolution, including at least two non-executive Directors, sign a document containing a statement that they are in favour of the resolution set out in the document and a Board resolution in those terms is passed at the time when the last Director constituting the simple majority signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

• (a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document; and

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• (b) a telex, telegram, facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or member of a committee is valid even if it is later discovered that:

• (a) there was a defect in the appointment of the person; or

• (b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

12. Meetings of members

12.1 Annual general meeting

The Company must hold an annual general meeting as required by section 250N of the Corporations Act.

12.2 Calling meetings of members

A meeting of members:

• (a) may be convened at any time by the Board or a Director; and

• (b) must be convened by the Board when required by section 249D or 250N of the Corporations Act or by order made under section 249G of the Corporations Act.

12.3 Notice of meeting

• (a) Subject to rule 12.6 and rule 34.3, at least 28 days' written notice of a meeting of members must be given individually to:

• (i) each member (whether or not the member is entitled to vote at the meeting);

• (ii) each Director; and

• (iii) to the auditor.

• (b) The notice of meeting must comply with sections 249L and 250BA of the Corporations Act, the regulations made under section 1074E of the Corporations Act and the ASX Listing Rules and may be given in any manner permitted by section 249J(3A) of the Corporations Act.

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12.4 Postponement or cancellation

Subject to sections 249D(5) and 250N of the Corporations Act (when applicable), the Board may:

• (a) postpone a meeting of members;

• (b) cancel a meeting of members; or

• (c) change the place for a general meeting,

by written notice given to the ASX.

12.5 Fresh notice

If a meeting of members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

12.7 Technology

The Company may hold a meeting of members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of members as far as they are capable of application and modified as necessary.

13. Proceedings at meetings of members

13.1 Member present at meeting

If a member has appointed a proxy or attorney or (in the case of a member which is a body corporate) a representative to act at a meeting of members, that member is taken to be present at a meeting at which the proxy, attorney or representative is present.

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13.2 Quorum

The quorum for a meeting of members is two Voting Members. Each individual present may only be counted once toward a quorum. If a member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of members is called:

• (a) if called as a result of a request of members under section 249D of the Corporations Act, the meeting is dissolved; and

• (b) in any other case:

• (i) the meeting is adjourned to the day, time and place that the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

• (ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of members

If the Board has appointed a Director to chair Board meetings, that Director shall also chair meetings of members. If:

• (a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

• (b) the Director appointed to chair Board meetings is not present at the time for which a meeting of members is called or is not willing to chair the meeting,

the Voting Members present must elect a member or Director present to chair the meeting.

13.5 Attendance at meetings of members

• (a) Every member has the right to attend all meetings of members whether or not entitled to vote.

• (b) Every Director has the right to attend and speak at all meetings of members whether or not a member.

• (c) The auditor has the right to attend any meeting of members and to speak on any part of the business of the meeting which concerns the auditor in the capacity of auditor.

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13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the member to be present, speak or vote at, or be counted in the quorum for, a meeting of members.

13.7 Chairman's powers at a meeting of members

• (a) The chairman of a meeting of members:

• (i) is responsible for the general conduct and procedures to be adopted at the meeting;

• (ii) may, subject to the Corporations Act, at any time terminate discussion or debate on any matter being considered by the meeting, where the chairman considers it necessary or desirable for the proper and orderly conduct of the meeting;

• (iii) may, subject to the Corporations Act, eject a member from the meeting, at any time the chairman considers it is necessary or desirable for the proper and orderly conduct of the meeting;

• (iv) may require the adoption of any procedure which is in the chairman's opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the meeting,

and a decision by the chairman under this rule is final.

• (b) The chairman of a meeting may invite a person who is not a member to attend and to speak at the meeting.

• (c) Subject to rule 12.7, if the chairman considers that there are too many persons present at a meeting to fit into the venue where the meeting is to be held, the chairman may nominate a separate meeting place using any technology that gives the members as a whole a reasonable opportunity to participate.

• (d) The chairman's rights under this rule 13.7 are exclusive to the chairman.

13.8 Admission to general meetings

• (a) The chairman of a meeting of members may take any action the chairman considers appropriate for the safety of persons attending the meeting and the orderly conduct of the meeting and may refuse admission to, or require to leave and remain out of, the meeting any person:

• (i) possessing a pictorial recording or sound recording device;

• (ii) possessing a placard or banner;

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• (iii) possessing an article considered by the chairman to be dangerous, offensive or liable to cause disruption;

• (iv) who refuses to produce or to permit examination of any article, or the contents of any article, in the person's possession;

• (v) who behaves or threatens to behave in a dangerous, offensive or disruptive way; or

• (vi) who is not entitled to receive notice of the meeting.

• (b) The chairman may delegate the powers conferred by this rule to any person.

13.9 Adjournment

Subject to rule 12.5, the chairman of a meeting of members at which a quorum is present:

(a) may; and

• (b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.10 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. Proxies, attorneys and representatives

14.1 Appointment of proxies

• (a) A member may appoint not more than two proxies to attend and act for the member at a meeting of members. An appointment of proxy must be made by written notice to the Company:

• (i) that complies with the Corporations Act and the ASX Listing Rules; and

• (ii) is in a form and mode, and is signed or acknowledged by the member in a manner, that is satisfactory to the Board.

• (b) If a member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of those votes.

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14.2 Member's attorney

A member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of members unless the instrument effecting the appointment is received by the Company at its registered office or is transmitted to and received at a fax number at that office (or another address including electronic address specified for the purpose in the relevant notice of meeting):

• (a) at least 48 hours before the time for which the meeting was called; or

• (b) if the meeting has been adjourned, at least 48 hours before the resumption of the meeting.

14.4 Evidence of proxy forms, powers of attorney and other appointments

The Board may require evidence of:

• (a) in the case of a proxy form executed by an attorney, the relevant power of attorney or a certified copy of it;

• (b) in the case of an attorney, the power of attorney or a certified copy of it;

• (c) in the case of a corporate representative, the appointment of the representative in accordance with the Corporations Act; or

• (d) in the case of any appointment under this rule 14 which is transmitted to the Company electronically, the identity of the person who transmitted the message containing the appointment.

14.5 Corporate representatives

A member that is a body corporate may appoint an individual to act as its representative at meetings of members as permitted by section 250D of the Corporations Act.

14.6 Standing appointments

A member may appoint a proxy, attorney or representative to act at a particular meeting of members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a member.

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14.7 Suspension of proxy or attorney's powers if member present

• (a) A proxy or attorney has no power to act for a member at a meeting at which the member is present:

• (i) in the case of an individual, in person; or

• (ii) in the case of a body corporate, by representative.

• (b) A proxy has no power to act for a member at a meeting at which the member is present by attorney.

14.8 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a member is present at a meeting of members and the Company has not received notice of revocation of any of the appointments:

• (a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

• (b) subject to rule 14.8(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.9 More than two current proxy appointments

An appointment of proxy by a member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that member which would result in there being more than two proxies of that member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.10 Continuing authority

An act done at a meeting of members by a proxy, attorney or representative is valid even if, before the act is done, the appointing member:

• (a) dies or becomes mentally incapacitated;

• (b) becomes bankrupt or an insolvent under administration or is wound up;

• (c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

• (d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. Entitlement to vote

15.1 Determining voting entitlements

Subject to section 250L(4) of the Corporations Act and rule 16.2(a)(ii), to decide, for the purposes of a particular meeting, who are members of the Company and how many shares they hold, the Company must refer only:

• (a) if the convenor of the meeting determined a specified time under the regulations made under section 1074E of the Corporations Act before notice of the meeting was given, to the Register as it stood at that time; or

• (b) otherwise, to the Register as it stood 48 hours before the meeting or at any later time required by the ASX Operating Rules.

15.2 Number of votes

Subject to rules 13.6, 14, 15.4, 15.5, 15.6 and 28.4 and the terms on which shares are issued:

• (a) on a show of hands:

• (i) if a member has appointed two proxies, neither of those proxies may vote;

• (ii) a member who is present and entitled to vote and is also a proxy, attorney or representative of another member has one vote; and

• (iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a member, or a proxy, attorney or representative of a member, entitled to vote has one vote;

• (b) on a poll every member entitled to vote who is present in person or by proxy, attorney or representative:

• (i) has one vote for every fully paid share held; and

• (ii) subject to paragraph (c), in respect of each partly paid share held has a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share; and

• (c) unless:

• (i) permitted under the ASX Listing Rules; and

• (ii) otherwise provided in the terms on which shares are issued,

in calculating the fraction of a vote which the holder of a partly paid share has, the Company must not count an amount:

• (iii) paid in advance of a call; or

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• (iv) credited on a partly paid share without payment in money or money's worth being made to the Company.

15.3 Chairman has no casting vote

If an equal number of votes is cast for and against a resolution at a meeting of members, the chairman of the meeting does not have a second or casting vote and the matter is decided in the negative.

15.4 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead member) are present at a meeting of members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.5 Votes of transmittees and guardians

Subject to section 1072C of the Corporations Act, if the Board is satisfied at least 48 hours before the time fixed for a meeting of members, that a person:

• (a) is entitled to the transmission of a share under rule 29; or

• (b) has power to manage a member's property under a law relating to the management of property of the mentally incapable,

that person may vote as if registered as the holder of the share and the Company must not count the vote (if any) of the actual registered holder.

15.6 Voting restrictions

If the Corporations Act or the ASX Listing Rules require that some members are not to vote on a resolution, or that votes cast by some members be disregarded, in order for the resolution to have an intended effect, those members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those members.

15.7 Decision on right to vote

A Voting Member or Director may challenge a person's right to vote at a meeting of members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. How voting is carried out

16.1 Method of voting

A resolution put to the vote at a meeting of members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman's declaration of a decision on a show of hands is final.

16.2 Demand for a poll

• (a) A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

  • (i) at least five members entitled to vote on the resolution; or

  • (ii) members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the time specified in rule 15.1); or

  • (iii) the chairman.

• (b) The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

• 16.3 When and how polls must be taken

If a poll is demanded:

• (a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and in the manner that the chairman of the meeting directs;

• (b) in all other cases, the poll must be taken at the time and place and in the manner that the chairman of the meeting directs;

• (c) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

• (d) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. Secretary

17.1 Appointment of Secretary

The Board:

• (a) must appoint at least one individual; and

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• (b) may appoint more than one individual,

to be a Secretary either for a specified term or without specifying a term.

17.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

17.3 Cessation of Secretary's appointment

A person automatically ceases to be a Secretary if the person:

• (a) is not permitted by the Corporations Act (or an order made under the Corporations Act) to be a secretary of a company;

• (b) becomes disqualified from managing corporations under Part 2D.6 of the Corporations Act and is not given permission or leave to manage the Company under section 206F or 206G of the Corporations Act;

• (c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

• (d) resigns by notice in writing to the Company; or

• (e) is removed from office under rule 17.4.

17.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

18. Minutes

18.1 Minutes must be kept

The Board must cause minutes of:

• (a) proceedings and resolutions of meetings of the Company's members;

• (b) the names of Directors present at each Board meeting or committee meeting; (c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

• (d) resolutions passed by Directors without a meeting; and

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(e) disclosures and notices of Directors' interests,

to be kept in accordance with sections 191, 192, 251A and 251AA of the Corporations Act.

18.2 Minutes as evidence

A minute recorded and signed in accordance with sections 251A and 251AA of the Corporations Act is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

18.3 Inspection of minute books

The Company must allow members to inspect, and provide copies of, the minute books for the meetings of members in accordance with section 251B of the Corporations Act.

19. Company seals

19.1 Common seal

The Board:

• (a) may decide whether or not the Company has a common seal; and

• (b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2) of the Corporations Act.

19.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123 of the Corporations Act.

19.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

• (a) by two Directors;

• (b) by one Director and one Secretary; or

• (c) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

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20. Financial reports and audit

20.1 Company must keep financial records

The Board must cause the Company to keep written financial records that:

• (a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

• (b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director and the auditor to inspect those records at all reasonable times.

20.2 Financial reporting

The Board must cause the Company to prepare a financial report and a directors' report that comply with Part 2M.3 of the Corporations Act and must report to members in accordance with section 314 of the Corporations Act no later than the deadline set by section 315 of the Corporations Act.

20.3 Audit

The Board must cause the Company's financial report for each financial year to be audited and obtain an auditor's report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor are regulated by sections 324 to 331 and 1280 and 1289 of the Corporations Act.

20.4 Conclusive reports

Audited financial reports laid before the Company in general meeting are conclusive except as regards errors notified to the Company within three months after the relevant general meeting. If the Company receives notice of an error within that period, it must immediately correct the report and the report as corrected is then conclusive.

20.5 Inspection of financial records and books

Subject to rule 18.3 and unless otherwise required by the Corporations Act, a member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board.

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21. Shares

21.1 Issue at discretion of Board

Subject to section 259C of the Corporations Act and rule 21.3, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

21.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are, unless other rights have been approved by Special Resolution of the Company, the rights set out in or determined in accordance with the schedule to this document.

21.3 Restrictions on issue

The Company must not issue shares or grant options if the issue or grant would result in a breach of the ASX Listing Rules.

21.4 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

21.5 Surrender of shares

• (a) The Board may accept a surrender of shares:

• (i) to compromise a question as to whether those shares have been validly issued; or

• (ii) if surrender is otherwise within the Company's powers.

• (b) The Company may sell or re issue surrendered shares in the same way as forfeited shares.

21.6 Variation of rights

• (a) If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D of the Corporations Act) be varied or cancelled only:

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

• (ii) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

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• (b) Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

22. Certificates

22.1 Uncertificated securities

• (a) Unless the ASX Listing Rules and the ASX Operating Rules allow the Company to issue a certificate for particular securities, the Company:

• (i) must not issue a certificate for those securities; and

• (ii) may cancel a certificate for them without issuing another certificate.

• (b) Rules 22.3 and 22.4 apply only if there is a current certificate for particular securities.

22.2 Certificated shares

Unless rule 22.1 applies, the Company must issue a certificate of title to shares that complies with section 1070C of the Corporations Act and deliver it to the holder of those shares in accordance with section 1071H of the Corporations Act. The Company must not charge any fee to issue a certificate.

22.3 Multiple certificates and joint holders

Subject to rule 22.1, if a member requests the Company to issue several certificates each for a part of the shares registered in the member's name, the Company must do so. For this purpose, joint holders of shares are a single member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

22.4 Lost and worn out certificates

Subject to rule 22.1, if a certificate:

• (a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5) of the Corporations Act, the Company must; or

• (b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

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1. Register

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23.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

• (a) delivery of certificates (to which rule 22.3 applies);

• (b) the right to vote (to which rule 15.4 applies);

• (c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 26.6 and 26.7 apply);

• (d) liability for instalments or calls (which, subject to section 1072E(8) of the Corporations Act, is joint and several);

• (e) sale of Unmarketable Parcels under rule 30; and

• (f) transfer.

23.2 Non beneficial holders

Subject to section 1072E of the Corporations Act, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

• (a) may treat the registered holder of any share as the absolute owner of it; and

• (b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

24. Partly paid shares

24.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If, having been given notice of the instalment in accordance with rule 24.4, the registered holder does not pay it when due, rules 24.7 to 24.16 apply as if the registered holder had failed to pay a call.

24.2 Prepayment of calls

The Board may:

• (a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

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• (b) agree to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; and

• (c) unless otherwise agreed between the member and the Company, repay the sum or part of it.

24.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N of the Corporations Act, the Board may:

• (a) make calls on a member for some or all of the money unpaid on a share held by that member;

• (b) make a call payable by instalments; and

• (c) revoke or postpone a call before the due date for payment.

24.4 Notice of call

The Company must give a member on whom a call has been made or from whom an instalment is due, written notice of the call or instalment:

• (a) within the time limits; and

• (b) in the form,

required by the ASX Listing Rules.

24.5 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

24.6 Obligation to pay calls

Subject to section 1072E(8) of the Corporations Act, a member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

24.7 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the member liable for the call to pay:

• (a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

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• (b) all costs and expenses incurred by the Company because payment was not made on that day.

24.8 Proof of call

If on the hearing of an action for recovery of a Called Amount it is proved that:

• (a) the minute books of the Company record the Board's resolution making the call;

• (b) notice of the call was given under rules 24.4 and 34.1; and

• (c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

24.9 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant member a notice which:

• (a) requires the member to pay the Called Amount;

• (b)

• states the Called Amount at the date of the notice;

• (c) specifies how to calculate the Called Amount when payment is made;

• (d) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

• (e) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

24.10 Forfeiture

If the requirements of a notice given under rule 24.9 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

24.11 Disposal and re issue of forfeited shares

A share forfeited under rule 24.10 immediately becomes the property of the Company. Subject to the ASX Listing Rules, the Board, on behalf of the Company, may:

• (a) re issue the share with or without any money paid on it by any former holder credited as paid; or

• (b) sell or otherwise dispose of the share, and effect or execute and register a transfer of it,

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to the person, and on the terms, it decides.

24.12 Notice of forfeiture

• (a) The Company must promptly:

• (i) give notice of the forfeiture of a share to the member who held the share immediately before the resolution for forfeiture was passed; and

• (ii) enter the forfeiture and its date in the Register.

• (b) A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company's right to dispose of the share.

24.13 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 24.11.

24.14 Effect of forfeiture

A person who held a share which has been forfeited under rule 24.10 ceases to be a member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

24.15 Application of proceeds

The Company must:

• (a) apply the net proceeds of any re issue, sale or disposal of a forfeited share under rule 24.11 (after payment of all costs and expenses) to satisfy the Called Amount; and

• (b) subject to the terms of issue of the share, pay any surplus to the person who held the share immediately before forfeiture.

24.16 Title of new holder

The title of the new holder of a forfeited share is not affected by any irregularity in the forfeiture or the re issue, sale or disposal. The sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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24.17 Mortgage of uncalled capital

• (a) If the Company grants a mortgage or charge over uncalled capital, the Board may delegate the power to make calls to:

• (i) the person in whose favour the mortgage or charge is granted; or

• (ii) a trustee or agent for that person,

on the terms (including power to further delegate) and subject to any restrictions the Board decides. If the Board does so, a call made in accordance with the delegation is treated as made by the Board.

• (b) This rule does not limit rule 7.

25. Company liens

25.1 Existence of liens

• (a) Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

• (i) all money called or payable at a fixed time in respect of that share (including money payable under rule 24.7) that is due but unpaid; and

• (ii) amounts paid by the Company for which the Company is indemnified under rule 25.4.

• (b) The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

25.2 Sale under lien

• If:

• (a) the Company has a lien on a share;

• (b) an amount secured by the lien is due and payable;

• (c) the Company has given notice to the member registered as the holder of the share:

• (i) requiring payment of the amount which is due and payable and secured by the lien;

• (ii) stating the amount due and payable at the date of the notice;

• (iii) specifying how to calculate the amount due when payment is made; and

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• (iv) specifying a date (at least 10 Business Days after the date of the notice) by which and a place at which payment of that amount must be made; and

• (d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 24.10. Rules 24.11, 24.15 and 24.16 apply, to the extent practical and modified as necessary, as if the Called Amount in respect of that share were the aggregate of the amount referred to in paragraph (b) and the costs and expenses incurred by the Company because that amount was not paid when due.

25.3 Protection of lien

The Company may do anything necessary or desirable under the ASX Operating Rules to protect a lien or other interest in shares to which it is entitled by law or under this document.

25.4 Indemnity for payments required to be made by the Company

• (a) If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a member or referable to a share held by that member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that member, the Company:

• (i) is fully indemnified by that member from that liability;

• (ii) may recover as a debt due from the member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the member; and

• (iii) subject to rule 28.5, may refuse to register a transfer of any share by that member until the debt has been paid to the Company.

• (b) Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the member, any such right or remedy is enforceable by the Company.

26. Dividends

26.1 Determination of dividends

The Company must not pay a dividend, unless:

• (a) the Company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; and

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• (b) the payment of the dividend is fair and reasonable to the Company's members as a whole; and

• (c) the payment of the dividend does not materially prejudice the Company's ability to pay its creditors.

The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then. A resolution of the Board as to the amount of the dividend is conclusive.

26.2 Payment of dividends

Subject to the Corporations Act, rules 26.1, 26.3 and 26.8 and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment.

26.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 26.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

• 26.4 Prepayments, payments during dividend period and credits without payment

For the purposes of rule 26.3:

• (a) an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share;

• (b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates, counts as part of the amount for the time being paid on the share; and

• (c) an amount credited on a partly paid share without payment in money or money's worth being made to the Company is not taken into account as a part of the amount for the time being paid on a share.

26.5 Dividends in kind

The Board may resolve to pay a dividend (either generally or to specific members) in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of assets, the Board may:

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• (a) fix the value of any asset distributed;

• (b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and

• (c) vest an asset in trustees.

26.6 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

• (a) the address of the member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

• (b) to any other address the member (or in the case of a jointly held share, all the joint holders) directs in writing,

or by any other method of payment or distribution the Board decides.

26.7 Joint holders' receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

26.8 Retention of dividends by Company

The Company may retain the dividend payable on a share:

• (a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

• (b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

26.9 No interest on dividends

No member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

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27. Share plans

27.1 Implementing share plans

The Board may adopt and implement one or more of the following plans on such terms as it thinks appropriate:

• (a) a reinvestment plan under which any dividend or other cash payment in respect of a share or convertible security may, at the election of the person entitled to it, be:

• (i) retained by the Company and applied in payment for fully paid shares issued under the plan; and

• (ii) treated as having been paid to the person entitled and simultaneously repaid by that person to the Company to be held by it and applied in accordance with the plan;

• (b) any other plan under which members or security holders may elect that dividends or other cash payments in respect of shares or other securities:

• (i) be satisfied by the issue of shares or other securities of the Company or a related body corporate, or that issues of shares or other securities of the Company or a related body corporate be made in place of dividends or other cash payments;

• (ii) be paid out of a particular reserve or out of profits derived from a particular source; or

• (iii) be forgone in consideration of another form of distribution from the Company, another body corporate or a trust; or

• (c) a plan under which shares or other securities of the Company or a related body corporate may be issued or otherwise provided for the benefit of employees or Directors of the Company or any of its related bodies corporate.

27.2 Board's powers and varying, suspending or terminating share plans

The Board:

• (a) has all powers necessary or desirable to implement and carry out a plan referred to in rule 27.1 (including a plan approved by members); and

• (b) may:

• (i) vary the rules governing; or

• (ii) suspend or terminate the operation of,

a plan referred to in rule 27.1 (including a plan approved by members) as it thinks appropriate.

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28. Transfer of shares

28.1 Modes of transfer

Subject to this document, a member may transfer a share by any means permitted by the Corporations Act or by law. The Company must not charge any fee on transfer of a share.

28.2 Market obligations

The Company:

• (a) may do anything permitted by the Corporations Act, the ASX Listing Rules or the ASX Operating Rules that the Board thinks necessary or desirable in connection with the Company taking part in a computerised or electronic system established or recognised by the Corporations Act, the ASX Listing Rules or the ASX Operating Rules for the purpose of facilitating dealings in shares; and

• (b) must comply with obligations imposed on it by the ASX Listing Rules or the ASX Operating Rules in relation to transfers of shares.

28.3 Delivery of transfer and certificate

• (a) A document of transfer must be:

• (i) delivered to the registered office of the Company or the address of the Register last notified to members by the Company;

• (ii) accompanied by the certificate (if any) for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

• (iii) marked with payment of any stamp duty payable.

• (b) Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.4 Restricted securities

While the Company is on the official list of ASX, the Company must recognise and comply with the Listing Rules with respect to restricted securities.

Without limiting the obligation to comply with the Listing Rules:

• (a) a holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• (b) if the securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on

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the Company’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;

• (c) the Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• (d) a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and

• (e) if a holder of restricted securities breaches a restriction deed or a provision of the Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

In this rule 28.4, dispose (and other grammatical forms of it) has the meaning given by the ASX Listing Rules.

28.5 Refusal to register transfer

• (a) The Board:

• (i) may refuse to register a transfer of shares only if that refusal would not contravene the ASX Listing Rules or the ASX Operating Rules;

• (ii) without limiting paragraph (a)(i), but subject to the Corporations Act, the ASX Listing Rules and the ASX Operating Rules, may refuse to register a transfer of shares where the registration of the transfer would create a new holding of an Unmarketable Parcel;

• (iii) subject to section 259C of the Corporations Act, must not register a transfer to a subsidiary of the Company; and

• (iv) must not register a transfer if the Corporations Act, the ASX Listing Rules or the ASX Operating Rules forbid registration.

• (b) If the Board refuses to register a transfer, the Company must give the lodging party notice of the refusal and the reasons for it within five Business Days after the date on which the transfer was delivered to it.

28.6 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it:

• (a) if the transfer is under the ASX Operating Rules, until the time those rules specify as the time that the transfer takes effect; and

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• (b) otherwise, until the transfer is registered and the name of the transferee is entered in the Register as the holder of the share.

28.7 Powers of attorney

The Company may assume, as against a member, that a power of attorney granted by that member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

• (a) the revocation of the power of attorney; or

• (b) the death, dissolution or insolvency of the member.

29. Transmission of shares

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased member as having any title to shares registered in the sole name of a deceased member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) of the Corporations Act or other information that satisfies the Board of the representative's entitlement to be registered as holder of the shares:

• (a) subject to rules 28.5 and 29.4, the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

• (b) whether or not registered as the holder of the shares, the personal representative:

• (i) may, subject to rule 28, transfer the shares to another person; and

• (ii) has the same rights as the deceased member.

29.3 Transmission of shares on insolvency or mental incapacity

• (a) Subject to the Bankruptcy Act 1966 (Cth), if a person entitled to shares because of the insolvency or mental incapacity of a member gives the Board the

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information it reasonably requires to establish the person's entitlement to be registered as holder of the shares:

• (i) subject to rules 28.5 and 29.4, the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

• (ii) whether or not registered as the holder of the shares, that person:

  • (A) may, subject to rule 28, transfer the shares to another person; and

  • (B) has the same rights as the insolvent or incapable member.

• (b) If section 1072C of the Corporations Act applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a member as it would have if that person were the transferee named in a transfer signed by a living, solvent, competent member.

30. Unmarketable parcels

30.1 Board power of sale

The Board may sell a share that is part of an Unmarketable Parcel if it does so in accordance with this rule. The Board's power to sell lapses if a takeover (as defined in the ASX Listing Rules) is announced after the Board gives a notice under rule 30.2 and before the Board enters into an agreement to sell the share.

30.2 Notice of proposed sale

• (a) Once in any 12-month period, the Board may give written notice to a member who holds an Unmarketable Parcel:

• (i) stating that it intends to sell the Unmarketable Parcel; and

• (ii) specifying a date at least six weeks (or any lesser period permitted under the Corporations Act or the ASX Listing Rules) after the notice is sent by which the member may give the Company written notice that the member wishes to retain the holding.

• (b) If the Board's power to sell lapses under rule 30.1, any notice given by the Board under this rule is taken never to have been given and the Board may give a new notice after the close of the offers made under the takeover.

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30.3 No sale where member gives notice

The Company must not sell an Unmarketable Parcel if, in response to a notice given by the Company under this rule 30, the Company receives a written notice that the member wants to keep the Unmarketable Parcel.

30.4 Terms of sale

A sale of shares under this rule includes all dividends payable on and other rights attaching to them. The Company must pay the costs of the sale. Otherwise, the Board may decide the manner, time and terms of sale.

30.5 Share transfers

For the purpose of giving effect to this rule, each Director and Secretary has power to effect or execute a transfer of a share as agent for a member who holds an Unmarketable Parcel.

30.6 Application of proceeds

The Company must:

• (a) deduct any Called Amount in respect of the shares sold under this rule from the proceeds of sale and pay the balance into a separate bank account it opens and maintains for the purpose only;

• (b) hold that balance in trust for the previous holder of the shares ( Divested Member );

• (c) as soon as practical give written notice to the Divested Member stating:

• (i) what the balance is; and

• (ii) that it is holding the balance for the Divested Member while awaiting the Divested Member's instructions and return of the certificate (if any) for the shares sold or evidence of its loss or destruction;

• (d) if the shares sold were certificated, not pay the proceeds of sale out of the trust account until it has received the certificate for them or evidence of its loss or destruction; and

• (e) subject to paragraph (d), deal with the amount in the account as the Divested Member instructs.

30.7 Protections for transferee

The title of the new holder of a share sold under this rule is not affected by any irregularity in the sale. The sole remedy of any person previously interested in the share is damages which may be recovered only from the Company.

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31. Alteration of share capital

31.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the terms of issue of shares and rule 31.4, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

31.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of members among themselves including:

• (a) fix the value of specific assets;

• (b) make cash payments to members on the basis of the value fixed for assets or in place of fractional entitlements so as to adjust the rights of members between themselves;

• (c) disregard fractional entitlements; and

• (d) vest cash or specific assets in trustees.

31.3 Conversion of shares

Subject to Part 2H.1 of the Corporations Act, the ASX Listing Rules and rules 21.2 and 21.6, the Company may convert:

• (a) shares into a larger or smaller number of shares;

• (b) an ordinary share into a preference share; or

• (c) a preference share into an ordinary share,

by resolution passed at a meeting of members (but, in the case of a conversion of partly paid shares into a larger number of shares, the proportion between the amount paid and the amount unpaid on each share must be the same as before the conversion).

31.4 Adjustments on conversion

The Board may do anything it thinks appropriate and necessary to give effect to a resolution converting shares including, if a member becomes notionally entitled to a fraction of a share as a result of the conversion:

• (a) make a cash payment or disregard fractional entitlements so as to adjust the rights of members between themselves;

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• (b) vest fractional entitlements in a trustee to be dealt with as determined by the Board; or

• (c) round up fractional entitlements to the nearest whole share by capitalising an amount under rule 31.1 even though not all members participate in the capitalisation.

31.5 Reduction of capital

Subject to the ASX Listing Rules, the Company may reduce its share capital:

• (a) by reduction of capital in accordance with Division 1 of Part 2J.1 of the Corporations Act;

• (b) by buying back shares in accordance with Division 2 of Part 2J.1 of the Corporations Act;

• (c) in the ways permitted by sections 258E and 258F of the Corporations Act; or

• (d) in any other way for the time being permitted by the Corporations Act.

32. Currency for payments

32.1 Board may decide currency

The Board may, with the agreement of the recipient or in accordance with the terms of issue of a share, pay:

• (a) dividends;

• (b) other amounts payable to members (including repayments of capital and distributions of capitalised amounts); or

• (c) remuneration of Directors or other officers,

in the currency of a country other than Australia.

32.2 Conversion to Australian dollars

If the Board decides to make a payment in a currency other than Australian dollars and it is necessary, for the purposes of these rules or for any other purpose, to calculate the Australian dollar equivalent of the payment, the Board must fix a time (earlier than the time for payment) and specify the buying or selling rate quoted by a particular financial institution as the time and rate that apply for that purpose.

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1. Winding up

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33.1 Entitlement of members

Subject to the terms of issue of shares and this rule 33, the surplus assets of the Company remaining after payment of its debts are divisible among the members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

33.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

• (a) divide the assets of the Company among the members in kind;

• (b) for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different classes of members; and

• (c) vest assets of the Company in trustees on any trusts for the benefit of the members as the liquidator thinks appropriate.

33.3 No distribution of liabilities

The liquidator cannot compel a member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

33.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 33.2 which does not accord with the legal rights of the contributories, any contributory who would be prejudiced by it may dissent and has ancillary rights as if that decision were a Special Resolution passed under section 507 of the Corporations Act.

34. Notices

34.1 Notices by Company

A notice is properly given by the Company to a person if it is:

• (a) in writing signed on behalf of the Company (by original or printed signature);

• (b) addressed to the person to whom it is to be given; and

• (c) either:

• (i) delivered personally;

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• (ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person's address; or

• (iii) sent by fax to the fax number (if any) nominated by that person; or

• (iv) sent by electronic message to the electronic address (if any) nominated by that person.

34.2 Overseas members

A member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

34.3 When notice is given

• (a) A notice to a person by the Company is regarded as given and received:

• (i) if it is delivered personally or sent by fax or electronic message:

  • (A) by 5:00 pm (local time in the place of receipt) on a Business Day on that day; or

  • (B) after 5:00 pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day on the next Business Day; and

• (ii) if it is sent by mail, one Business Day after posting.

• (b) A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

34.4 Notice to joint holders

Notice to joint holders of shares must be given to the joint member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder of the share before the transfer or transmission of the share was entered in the Register.

34.5 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

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34.6 Notices to "lost" members

• (a) If:

• (i) on two or more consecutive occasions a notice served on a member in accordance with this rule is returned unclaimed or with an indication that the member is not known at the address to which it was sent; or

• (ii) the Board believes on other reasonable grounds that a member is not at the address shown in the Register or notified to the Company under rule 34.2,

the Company may give effective notice to that member by exhibiting the notice at the Company's registered office for at least 48 hours.

• (b) This rule ceases to apply if the member gives the Company notice of a new address.

35. Unclaimed money

The Company must deal with unclaimed dividends and distributions and unclaimed proceeds of shares sold or reissued under this document in accordance with the law relating to unclaimed money in the Company's jurisdiction of registration.

36. Proportional Takeovers

36.1 Definitions

The following definitions apply in this rule 36:

Approving Resolution means a resolution approving the Proportional Takeover Bid in accordance with rule 36.2

Approving Resolution Deadline in relation to a Proportional Takeover Bid means the day that is the 14[th] day before the last day of the Bid Period;

Bid Period means the period during which offers under the Proportional Takeover Bid remain open;

Bidder means the person making the offers under the Proportional Takeover Bid;

Proportional Takeover Bid means an off market bid for a specified proportion of shares in a class of shares in the Company; and

a reference to " a person associated with " another person has the meaning given to that expression by Division 2 of Part 1.2 of the Corporations Act;

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36.2 When a Proportional Takeover Bid is made

If offers are made under a Proportional Takeover Bid for securities of the Company:

• (a) other than where a transfer is effected in accordance with the takeover provisions (if any) under the ASX Settlement Operating Rules, the registration of a transfer giving effect to a takeover contract resulting from the acceptance of an offer under the Proportional Takeover Bid is prohibited unless and until an Approving Resolution is passed in accordance with this rule 36.2;

• (b) a person (other than the Bidder or a person associated with the Bidder) who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held shares in the class is entitled to vote on an Approving Resolution and, for the purpose of so voting, is entitled to one vote for each of the shares;

• (c) an Approving Resolution is to be voted on:

• (i) at a meeting convened and conducted by the Company of persons entitled to vote on the Approving Resolution; or

• (ii) by means of a postal ballot conducted by the Company;

  • (A) the Directors must ensure that an Approving Resolution is voted on in accordance with rule 36.2(c); and

  • (B) an Approving Resolution that has been voted on, is taken to have been passed if the proportion that the number of votes in favour of resolution bears to the total number of votes on the resolution is greater than 50%, otherwise the Approving Resolution is taken to be rejected.

36.3 Deadline for passing an Approving Resolution

To be effective, an Approving Resolution must be passed before the Approving Resolution Deadline.

36.4 Application of general law principles

The rules of this Constitution that apply to a meeting of members apply:

• (a) with such modifications as the circumstances require, to a meeting convened under rule 36.2(c)(i); and

• (b) as if the meeting convened under rule 36.2(c)(i) were a meeting of members of the Company.

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36.5 Notice required when vote taken

If an Approving Resolution is passed in accordance with rules 36.2(c)(ii)(B) and 36.3, the Company must, on or before the Approving Resolution Deadline, give:

• (a) the Bidder; and

• (b) each notifiable securities exchange in relation to the Company,

a written notice stating that the Approving Resolution has been voted on and whether the resolution was passed or rejected.

36.6 Where no vote taken

If no Approving Resolution has been voted on in accordance with this rule 36 as at the end of the day before the Approving Resolution Deadline, an Approving Resolution is taken to have been passed in accordance with rule 36.

36.7 Effect of rejection of Approving Resolution

If an Approving Resolution is voted on before the Approving Resolution Deadline in accordance with rule 36.3 and is rejected:

• (a) despite section 652A of the Corporations Act:

• (i) all offers under the Proportional Takeover Bid that have not been accepted as at the end of the Approving Resolution Deadline; and

• (ii) all offers under the Proportional Takeover Bid that have been accepted and from whose acceptance binding contracts have not resulted as at the end of the Approving Resolution Deadline,

are taken to be withdrawn at the end of the Approving Resolution Deadline; and

• (b) a person who has accepted an offer made by the Bidder pursuant to the Proportional Takeover Bid from whose acceptance a binding contract has resulted is entitled to rescind that contract.

36.8 ASX Settlement Operating Rules

Nothing in this rule 36 authorises the Company to interfere with any takeover transfer procedures contained in the ASX Settlement Operating Rules.

36.9 Where this rule ceases to apply

This rule 36 ceases to have effect on:

• (a) firstly, the third anniversary of the adoption of this Constitution; and,

• (b) thereafter, on the third anniversary of the most recent renewal of this rule 36 approved by members pursuant to section 648G(4) of the Corporations Act.

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Schedule Terms of Issue of Preference Shares

1. Definitions

The following definitions apply in relation to a preference share issued under rule 21.2:

Dividend Amount for any Dividend Period means the amount calculated as:

DA = DR x N 365

where:

DA = Dividend Amount;

DR = Dividend Rate; and

• N = number of days in the relevant Dividend Period;

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable;

Dividend Period means:

• (a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date;

• (b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

• (c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date;

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date;

franked dividend means a distribution franked in accordance with section 202-5 of the Tax Act;

Issue Date means the date on which the share is issued;

Issue Resolution means the resolution passed under clause 2 of this schedule;

redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

• (a) at a fixed time or on the happening of a particular event;

• (b) at the Company's option; or

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• (c) at the holder's option;

Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share;

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share; and

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

• (a) the Dividend Date;

• (b) the Dividend Rate;

• (i) whether dividends are cumulative or non cumulative;

• (ii) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

• (c) whether the share is a redeemable preference share or not, and if so:

• (i) the Redemption Amount; and

• (ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a franked dividend or must not be a franked dividend.

3. Franked dividends

If the Issue Resolution specifies that the dividend on preference shares must be a franked dividend, it may also specify:

• (a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

• (b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount

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of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date, in priority to any payment of dividend on any other class of shares, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date. The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non cumulative.

5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

• (a) the amount then paid up on the share; and

• (b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 21.2 give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of members except:

• (a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend (or part of a dividend) on the share is in arrears;

• (b) on a proposal to reduce the Company's share capital;

• (c) on a resolution to approve the terms of a buy back agreement;

• (d) on a proposal that affects rights attached to the share;

• (e) on a proposal to wind up the Company;

• (f) on a proposal for the disposal of the whole of the Company's property, business and undertaking;

• (g) during the winding up of the Company; and

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• (h) in any other circumstances as the Board determines prior to the allotment of preference shares.

• Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of members in accordance with rule 12 and send the holder financial reports in accordance with rule 20.2.

8. Redemption of redeemable preference shares

Subject to the Corporations Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 34.3(a)(ii) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 35.

1. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

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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 General 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 10.30am WST, on Wednesday, 11 March 2020 at Level 11, London House, 216 St Georges Terrace, Perth WA 6000, and at any adjournment thereof.

Where I/we have appointed the Chair as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 3 (except where I/we have indicated a different voting direction below) even though Resolution 3 is connected directly or indirectly with the remuneration of a member of Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

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

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Issue of Shares and Options
Resolution 2	Participation of Atlantic Capital Holdings Pty Ltd in Loan Note Conversion
Resolution 3	Approval to issue Consideration Shares and Consideration Options to EverBlu Capital Pty Ltd
Resolution 4	Modification to Constitution
Resolution 5	Non-Executive Director's Remuneration

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 no directions are given, my proxy may vote as the proxy thinks fit or may abstain.

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

Instructions for completing Proxy Form

( 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:

• (a) post to Automic Group, GPO Box 5193, Sydney, NSW 2001; or

• (b) email to Company’s Share Registrar at meetings@automicgroup.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.