MOAB MINERALS LIMITED — AGM Information 2018

Oct 23, 2018

DELECTA LIMITED

ACN 009 147 924

Notice of Annual General Meeting

The Annual General Meeting of Delecta Limited will be held at:

 9 Foundry Street, Maylands, Perth, Western Australia; and  9am (WST) on 29 November 2018.

This notice of annual general meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting.

Please contact the Company Secretary on +61 3 9695 5858 or john.burness@delecta.com.au if you wish to discuss any matter concerning the Meeting.

Delecta Limited

ABN 92 009 147 924

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Shareholders of Delecta Limited will be held at 9 Foundry Street, Maylands, Perth, Western Australia on 29 November 2018 at 9am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice of Meeting.

Shareholders are urged to vote by attending the Meeting in person or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.

Proxy Forms must be received by no later than 9am (WST) on 27 November 2018.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

Agenda

ANNUAL REPORT

To receive and consider the financial statements of the Company and the reports of the Directors and Auditors for the financial year ended 30 June 2018 ( Annual Report ).

RESOLUTION 1 - REMUNERATION REPORT (NON-BINDING)

To consider, and if thought fit, to pass the following as a non-binding resolution :

“That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the Directors’ Report for the financial year ended 30 June 2018.”

A voting exclusion statement is set out below.

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

RESOLUTION 2 - RE-ELECTION OF DIRECTOR – HANS-RUDOLF MOSER

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

“That Mr Hans-Rudolf Moser, who retires by rotation in accordance with clause 3.6 of the Company’s Constitution, offers himself for re-election, be re-elected as a Director.”

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RESOLUTION 3 - APPROVAL OF 10% PLACEMENT FACILITY

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

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

A voting exclusion statement is set out below.

RESOLUTION 4 - RATIFICATION OF OPTION FEE SHARES

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 Option Fee Shares to Coral Brook Pty Ltd on the terms set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

RESOLUTION 5 - ISSUE OF OPTION EXERCISE FEE SHARES

To consider, and if thought fit, to pass the following 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 50,000,000 Option Exercise Fee Shares to Coral Brook Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Memorandum .”

A voting exclusion statement is set out below.

RESOLUTION 6 - ISSUE OF CONSULTANT OPTIONS TO GREG SMITH

To consider, and if thought fit, to pass the following 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 40,000,000 Consultant Options to Greg Smith (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

RESOLUTION 7 - ISSUE OF CONSULTANT OPTIONS TO PAUL LLOYD

To consider, and if thought fit, to pass the following 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 40,000,000 Consultant Options to Paul Lloyd (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

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A voting exclusion statement is set out below.

RESOLUTION 8 - RATIFICATION OF ISSUE OF SECURITIES FOR MARKETING SERVICES

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,500,000 fully paid ordinary shares to Stocks Digital Pty Ltd for marketing services provided on the terms set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

VOTING PROHIBITION AND EXCLUSION STATEMENTS

Corporations Act

The Corporations Act prohibits votes being cast (in any capacity) on the following resolutions by any of the following persons:

• Resolution Persons Excluded from Voting

• Resolution 1 – Remuneration Report A vote on this Resolution must not be cast (in any (Non-Binding) capacity) by or on behalf of the following persons:

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

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

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

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

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

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

• (ii) expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of

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a member of the Key Management Personnel for the Company.

However, a person is not prevented from casting a vote if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (b) it is not cast on behalf of a related party or associate of a kind referred to above.

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the following Resolutions by the following persons and their associates:

Resolution	Persons excluded from voting
Resolution 3 – Approval of 10%	a person who is expected to participate in, or who
Placement Facility	will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of
	being a Shareholder).

Resolution 4 – Ratification of prior a person who participated in the issue. issue of Securities to Coral Brook Pty Ltd

Resolution 5 – Issue of Securities to	a person who is expected to participate in, or who
Coral Brook Pty Ltd (or its nominee)	will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of
	being a Shareholder).
Resolution 6 – Issue of Consultant	a person who is expected to participate in, or who
Options to Greg Smith	will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of
	being a Shareholder).
Resolution 7 – Issue of Consultant	a person who is expected to participate in, or who
Options to Paul Lloyd	will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of
	being a Shareholder).

Resolution 8 - Ratification of prior a person who participated in the issue. issue of Securities for Marketing Services to Stocks Digital Pty Ltd

However, the Company need not disregard a vote if:

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

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

By order of the Board of Directors

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John Burness Company Secretary Delecta Limited 24 October 2018

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DELECTA LIMITED ABN 92 009 147 924

Explanatory Memorandum

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 9 Foundry Street, Maylands, Perth, Western Australia on 29 November 2018 at 9am (WST). The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice, and includes the following:

1	ACTION TO BE TAKEN BY SHAREHOLDERS .................................................. 6
2	ANNUAL REPORT ............................................................................... 8
3	RESOLUTION 1 - REMUNERATION REPORT .................................................. 8
4	RESOLUTION 2 - RE-ELECTION OF DIRECTOR ............................................... 9
5	RESOLUTION 3 - APPROVAL OF 10% PLACEMENT FACILITY .............................. 10
6	INTRODUCTION TO RESOLUTIONS 4 TO 7 .................................................. 15
7	RESOLUTION 4 - RATIFICATION OF OPTION FEE SHARES ................................ 17
8	RESOLUTION 5 – ISSUE OF OPTION EXERCISE FEE SHARES ............................... 17
9	RESOLUTION 6 – ISSUE OF CONSULTANT OPTIONS TO GREG SMITH .................... 19
10	RESOLUTION 7 – ISSUE OF CONSULTANT OPTIONS TO PAUL LLOYD .................... 20
11	RESOLUTION 8 - RATIFICATION OF ISSUE OF SECURITIES FOR MARKETING SERVICES 21

A Proxy Form is located at the end of this Explanatory Memorandum.

Please contact the Company Secretary on +61 3 9695 5858 or john.burness@delecta.com.au if you wish to discuss any matter concerning the Meeting.

1 ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1.1 Voting in person

All Shareholders are invited and encouraged to attend the Meeting.

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

1.2 Voting by Proxy

If a Shareholder is unable to attend in person, they can appoint a proxy to attend on their behalf by signing and returning the Proxy Form (attached to the Notice) to the Company in accordance with the instructions on the Proxy Form.

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

• (a) each Shareholder has the right to appoint a proxy;

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

• (c) 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 half of the votes.

The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on each Resolution.

The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 9am (WST) on 27 November 2018. Any Proxy Form received after that time will not be valid for the Meeting. Proxy Form must be received at the following address:

• (a) IN PERSON: Registered Office – Level 1, 170-180 Buckhurst Street, South Melbourne, Victoria.

• (b) BY MAIL: Registered Office – Level 1, 170-180 Buckhurst Street, South Melbourne, Victoria, 3205.

• (c) BY FAX: +61(0) 3 9686 0644.

Shareholders lodging a Proxy Form are not precluded from attending and voting in person at the Meeting.

1.3 Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

An appointment of corporate representative form is available from the website of the Company’s share registry (Advanced Share Registry Services).

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1.4 Eligibility to vote

For the purposes of regulations 7.11.37 and 7.11.38 of the Corporations Act Regulations, the Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 5 pm (WST) on 27 November 2018.

2 ANNUAL REPORT

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report for the financial year ended 30 June 2018 which is available on the ASX platform at www.asx.com.au; and

• (b) ask questions about or make comment on the management of the Company.

The chair of the Meeting will allow reasonable opportunity for the Shareholders as a whole at the Meeting to ask the auditor or the auditor’s representative questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor’s report;

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

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

In addition to taking questions at the Meeting, written questions to the Company’s auditor about:

• (a) the content of the auditor’s report to be considered at the Meeting; and

• (b) the conduct of the audit of the annual financial report to be considered at the Meeting,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.

3 RESOLUTION 1 - REMUNERATION REPORT

3.1 Introduction

The Remuneration Report is in the Directors’ Report section of the Company's Annual Report.

By way of summary, the Remuneration Report:

• (a) explains the Company's remuneration policy and the process for determining the remuneration of its Directors and executive officers;

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• (b) addresses the relationship between the Company's remuneration policy and the Company's performance; and

• (c) sets out remuneration details for each Director and each of the Company's executives and group executives named in the Remuneration Report for the financial year ended 30 June 2018.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

The Chair will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

3.2 Voting consequences

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution that a further meeting is held at which all of the Company’s Directors who were directors when the resolution to make the directors report considered at the later annual general meeting was passed (other than the Managing Director) must go up for re-election ( Spill Resolution ).

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

All of the directors of the company who were directors of the Company when the resolution to make the directors’ report considered at the second annual general meeting was passed, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Voting on Resolution 1 will be determined by a poll at the Meeting.

4 RESOLUTION 2 - RE-ELECTION OF DIRECTOR

4.1 Introduction

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is the longer, and that a director appointed to fill a casual vacancy must also not hold office (without re-election) past the company’s next annual general meeting.

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Clause 3.6 of the Company’s Constitution requires that one-third of the Directors retire by rotation at each annual general meeting.

4.2 Hans-Rudolf Moser

In accordance with clause 3.6 of the Company’s Constitution, Hans-Rudolf Moser retires from office at this Meeting and offers himself for re-election.

Details of Hans-Rudolf Moser’s qualifications and experience are set out in the Company's 2018 Annual Report.

4.3 Directors’ recommendation

The Board (excluding Hans-Rudolf Moser) recommends that Shareholders vote in favour of Resolution 2.

5 RESOLUTION 3 - APPROVAL OF 10% PLACEMENT FACILITY

5.1 General

The Company seeks Shareholder approval to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period following shareholder approval ( 10% Placement Facility ).

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 5.3 below).

Any funds raised will be used towards a surface drill programme to test the identified mineralization at the Highline Cobalt-Copper Project, re-instating cash reserves utilised for the acquisition of the Highline Cobalt-Copper Project and working capital for the Company.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

5.2 Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3. This will allow the Company to issue securities and raise funds whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

5.3 Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period following shareholder approval by way of a special resolution. The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

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An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalization of $300 million or less. The Company is an eligible entity.

• (a) Maximum number of Equity Securities which may be issued

The number of Equity Securities which may be issued, or agreed to be issued, under the 10% Placement Facility is prescribed in Listing Rule 7.1A.2 and is calculated as follows:

Number of Equity Securities = (A x D) - E

• “A” the number of shares on issue 12 months before the date of issue or agreement:

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

• (B) plus the number of partly paid shares that become fully paid in the 12 months;

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

• (D) less the number of fully paid shares cancelled in the 12 months.

• “D” is 10%

• “E” is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The actual number of Equity Securities that may be issued under Listing Rule 7.1A is calculated at the date of issue of the Equity Securities in accordance with the above formula.

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

As the date of this Notice, the Company has on issue the following quoted securities:

• (i) 645,996,205 Shares; and

• (ii) nil options.

As a result, the Company has a capacity to issue:

• (i) 82,524,430 Equity Securities under Listing Rule 7.1; and

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• (ii) subject to Shareholders approving Resolution 3, 63,349,620 Equity Securities under Listing Rule 7.1A.

• (b)

• Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

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

5.4 Specific information required by Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided about the proposed issue:

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

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

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

• (b) There is a risk of economic and voting dilution to existing Shareholders in approving the 10% Placement Facility, including the risks that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than when Shareholders approve the 10% Placement Facility; and

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

Following is a table that sets out the potential dilution of existing Shareholders if Equity Securities are issued under the 10% Placement Facility:

Variable “A” in Listing Rule 7.1A.2		Dilution
	$0.004 50% decrease in Issue Price	$0.008 Issue Price	$0.016 100% increase in Issue Price

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==> picture [358 x 206] intentionally omitted <==

----- Start of picture text -----

Current Variable 10% Voting 63,349,621 63,349,621 63,349,621
A Dilution
633,496,205
Funds Raised 253,398.48 506,796.96 1,013,593.93
Shares
50% increase in 10% Voting 95,024,431 95,024,431 95,024,431
current Variable Dilution
A
Funds Raised 380,097.72 760,195.45 1,520,390.89
(950,244,308
Shares)
100% increase in 10% Voting 126,699,241 126,699,241 126,699,241
current Variable Dilution
A
Funds Raised 506,796.96 1,013,593.93 2,027,187.86
(1,266,992,410
Shares)
----- End of picture text -----

The table has been prepared on the following assumptions:

• (i) The Company issues, or agrees to issue, the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No options vest into Shares before the date of the issue of the Equity Securities.

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (v) The issue price is $0.008 being the closing price of the Shares on ASX on 17 October 2018.

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

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

• (c) The latest date by which Equity Securities may be issued is 12 months after the Meeting. Approval for the issue of Equity Securities under the 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Equity Securities may be issued for the following purposes:

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• (i) to raise funds, in which case the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and expenditure on the Company’s current assets and/or general working capital; or

• (ii) in consideration of the acquisition of new resources assets and investments, in which case the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

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

• (e) The Company is yet to identify the persons to whom Equity Securities will be issued to under the 10% Placement Facility. The Company’s policy for allocating Equity Securities issued under the 10% Placement Facility will be determined on a case-by-case basis depending upon the purpose, and prevailing market conditions, at the time of any issue and having regard to factors including but not limited to the following:

• (i) The fundraising methods available to the Company, including but not limited to, rights issue or other issue which may minimise dilution to Shareholders.

• (ii) In the case of an asset or investment acquisition, the nature and circumstances of the acquisition.

• (iii) The effect of the issue of the Equity Securities on the control of the Company.

• (iv) The financial situation and solvency of the Company.

• (v) Advice from corporate, financial and broking advisers (if applicable).

The subscribers may include vendors (in the case of any issue for non-cash consideration), existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

• (f) No Shareholder approval under Listing Rule 7.1A was sought by the Company at its previous annual general meeting. No information is required to be disclosed under Listing Rule 7.3A.6.

• (g) A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities, and no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice.

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6 INTRODUCTION TO RESOLUTIONS 4 TO 7

On 17 September 2018, the Company announced that it has entered into a binding Option Agreement to acquire Silver Queen Mining Pty Ltd, the owner of the Highline Cobalt-Copper Project.

Details about the Highline Cobalt-Copper Project are set out in the Company’s announcement made to ASX on 17 September 2018.

Pursuant to the Option Agreement:

• (a) the Company paid Coral Brook Pty Ltd an option fee comprising of:

• (i) a cash payment of $100,000; and

• (ii) the issue of 10,000,000 fully paid shares (the Option Fee Shares ) in the Company,

for a 90-day exclusive option period;

• (b) upon exercise of the Option, the Company, at its sole and absolute discretion, pays Coral Brook Pty Ltd (or its nominee) an Option Exercise Fee comprising of:

• (i) $150,000 cash; and

• (ii) the issue 50,000,000 fully paid shares in the capital of the Company ( Option Exercise Fee Shares ), which will be subject to 6 months voluntary escrow.

• (c) the exercise of the Option under the Option Agreement is conditional upon the Company:

• (i) securing an underwiring commitment to raise a minimum of $500,000 at an issue price of not less than $0.01 per Share; and

• (ii) securing the service of Mr Greg Smith as the Company’s consultant geologist for the transaction and ongoing basis on terms agreeable to the Company.

To advance the Highline Cobalt-Copper Project, and to assess other opportunities within the region and resources space, Delecta has engaged Greg Smith as a consultant geologist, and intends, subject to the exercise of the Option Agreement, to engage Paul Lloyd as a project consultant.

Each consultant will be paid mutually agreed day rates for approved work, and subject to Shareholder approval and the meeting of specified criteria, each consultant will be issued the Consultant Options to acquire fully paid ordinary shares in the capital of the Company as follows:

• (a) upon Exercise of the Option Agreement and subject to Shareholder Approval, each consultant will be issued 20,000,000 Consultant Options;

• (b) upon exercise of the Option Agreement, and subject to and conditional upon the market capitalisation of the Company reaching A$15 million within 18

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months of the consultant’s initial engagement, based on a 10 day VWAP of the Company’s Fully Paid Ordinary Shares on the ASX, each consultant will be issued a further 20,000,000 Consultant Options.

Following is a table that sets out the respective security issues:

			Number	%
Existing Shares (Excluding	Shares	under	633,496,205	91.02%
Resolutions 4 and 8)
Prior issue of Option Fee Shares	(Resolution 4)		10,000,000	1.44%
Issue of Option Exercise Fee Shares (Resolution			50,000,000	7.18%
5)
Prior issue of Shares for Marketing		Services	2,500,000	0.36%
(Resolution 8)
Total			695,996,205	100.00%
Options			Number	%
Options on issue			Nil	Nil
Consultant Options to Greg Smith (Resolution 6)			40,000,000	50%
Consultant Options to Paul Lloyd (Resolution 7)			40,000,000	50%
Total			80,000,000	100.00%

Listing Rule 7.1 limits the number of securities a company can issue in a 12 month period to 15% of its issued share capital, except for certain issues, including where first approved by Shareholders.

Resolutions 4 to 7 seek Shareholder approval to complete or ratify the above issues.

The effect of passing Resolutions 4 to 7 will be to allow the Directors to issue securities to in accordance with the Resolutions without those securities being included in the 15% limit.

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7 RESOLUTION 4 - RATIFICATION OF OPTION FEE SHARES

7.1 Introduction

On 17 September 2018, the Company announced that it has entered into a binding Option Agreement to acquire Silver Queen Mining Pty Ltd, the owner of the Highline Cobalt-Copper Project.

Pursuant to the Option Agreement, the Company issued Coral Brook Pty Ltd 10,000,000 Shares (the Option Fee Shares ) in payment of part of the option fee by using its 15% placement capacity under Listing Rule 7.1 and therefor without shareholder approval.

Resolution 4 seeks Shareholder approval to ratify the issue of the Option Fee Shares. The effect of Shareholders passing Resolution 4 and ratifying the issue will be to restore the 15% annual placement limit permitted by Listing Rule 7.1.

7.2 Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5, the following information is provided about the issue:

• (a) The number of securities issued by the Company was 10,000,000 Shares.

• (b) The securities were issued in payment of part of the option fee under the Option Agreement and no cash was paid for the securities.

• (c) The terms of the securities issued are fully paid ordinary shares which rank equally to the existing Shares on issue.

• (d) The securities were issued to Coral Brook Pty Ltd.

• (e) No funds were raised through the issue of the securities.

• (f) A voting exclusion statement is included in the Notice.

7.3

Directors’ recommendation

• The Board unanimously recommends that Shareholders vote in favour of Resolution 4. This will restore the 15% annual placement limit permitted by Listing Rule 7.1.

8 RESOLUTION 5 – ISSUE OF OPTION EXERCISE FEE SHARES

8.1 Introduction

Pursuant to the Option Agreement, upon exercise of the Option under the Option Agreement, the Company will pay Coral Brook Pty Ltd (or its nominee) an Option Exercise Fee comprising of:

• (a) $150,000 in cash; and

• (b) 50,000,000 Shares ( Option Exercise Fee Shares

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The Company has not exercised the Option under the Option Agreement, but may do so any time before 15 December 2018. If the Board determines to exercise the Option under the Option Agreement, the Company will be required to issue the Option Exercise Fee Shares to Coral Brook Pty Ltd (or its nominee).

Resolution 5 seeks Shareholder approval for the issue of the Option Exercise Fee Shares to complete the acquisition of Silver Queen Mining Pty Ltd.

The effect of Shareholders passing Resolution 5 is to allow the Company to issue securities to satisfy its payment obligations to complete the acquisition of Silver Queen Mining Pty Ltd whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

8.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided about the issue:

• (a) The maximum number of securities to be issued is 50,000,000 Shares.

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

• (c) The Shares are issued in payment of part of the Option Exercise Fee, and at a deemed issue price of $0.01 per Share.

• (d) The Shares will be issued to Coral Brook Pty Ltd or its nominee, an unrelated party.

• (e) The terms of the securities issued are fully paid ordinary shares which rank equally to the existing Shares on issue.

• (f) The Shares will be issued in payment of part of the Option Exercise Fee to acquire Silver Queen Mining Pty Ltd, and no funds will be raised from the issue.

• (g) A voting exclusion statement is included in the Notice.

8.3 Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 5. This will allow the Company to issue securities to satisfy its payment obligations whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

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9 RESOLUTION 6 – ISSUE OF CONSULTANT OPTIONS TO GREG SMITH

9.1 Introduction

Delecta has engaged Greg Smith as a consultant geologist to advance the Highline Cobalt-Copper Project and to assess other opportunities within the region and resources space.

Greg Smith will be paid by the Company at a mutually agreed day rates for approved work. Further, subject to Shareholder approval, Greg Smith will be issued a total of 40,000,000 Consultant Options:

• (a) with 20,000,000 Consultant Options to be issued upon Exercise of the Option Agreement by the Company; and

• (b) with 20,000,000 Consultant Options to be issued upon exercise of the Option Agreement by the Company and subject to and conditional upon the market capitalisation of the Company reaching A$15 million within 18 months of the Greg’s initial engagement, based on a 10 day VWAP of the Company’s fully paid ordinary Shares on the ASX.

Resolution 6 seeks Shareholder approval for the issue of the Consultant Options to Greg Smith.

The effect of Shareholders passing Resolution 6 is to allow the Company to issue securities to satisfy its payment obligations whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1

9.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided about the issue:

• (a) The maximum number of Options to be issued is a total of 40,000,000 Consultant Options.

• (b) The 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 Listing Rules) and it is intended that issue will occur on the same date.

• (c) The Options are issued in consideration of consultant services.

• (d) The Options will be issued to Greg Smith, an unrelated party.

• (e) The terms of the Options are set out in SCHEDULE 2.

• (f) No funds will be raised through the issue of the Options. In the event of exercise of the Options the funds raised will be used to meet the Company’s financial needs at the time including for working capital.

• (g) A voting exclusion statement is included in the Notice.

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9.3 Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 6. This will allow the Company to issue securities to satisfy its payment obligations whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

10 RESOLUTION 7 – ISSUE OF CONSULTANT OPTIONS TO PAUL LLOYD

10.1 Introduction

Delecta intends to engage Paul Lloyd as a project consultant to advance the Highline Cobalt-Copper Project and to assess other opportunities within the region and resources space.

Paul Lloyd will be paid by the Company at a mutually agreed day rates for approved work. Further, subject to shareholder approval, Paul Lloyd will be issued a total of 40,000,000 Consultant Options.

• (a) with 20,000,000 Consultant Options to be issued upon Exercise of the Option Agreement by the Company; and

• (b) with 20,000,000 Consultant Options to be issued upon exercise of the Option Agreement by the Company and subject to and conditional upon the market capitalisation of the Company reaching A$15 million within 18 months of the Paul’s initial engagement, based on a 10 day VWAP of the Company’s fully paid ordinary Shares on the ASX.

Resolution 7 seeks Shareholder approval for the issue of the Consultant Options to Paul Lloyd.

The effect of Shareholders passing Resolution 7 is to allow the Company to issue securities to satisfy its payment obligations whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1

10.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided about the issue:

• (a) The maximum number of Options to be issued is a total of 40,000,000 Consultant Options.

• (b) The 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 Listing Rules) and it is intended that issue will occur on the same date.

• (c) The Options are issued in consideration of consultant services provided.

• (d) The Options will be issued to Paul Lloyd, an unrelated party.

• (e) The terms of the Options are set out in in SCHEDULE 2.

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• (f) No funds will be raised through the issue of the Options. In the event of exercise of the Options the funds raised will be used to meet the Company’s financial needs at the time including for working capital.

• (g) A voting exclusion statement is included in the Notice.

10.3 Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 7. This will allow the Company to issue securities to satisfy its payment obligations whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

11 RESOLUTION 8 - RATIFICATION OF ISSUE OF SECURITIES FOR MARKETING SERVICES

11.1 Introduction

The Company issued 2,500,000 fully paid shares (the Marketing Services Shares ) to Stocks Digital Pty Ltd in payment of marketing service provided by Stocks Digital Pty Ltd using its 15% placement capacity under Listing Rule 7.1 and therefor without shareholder approval.

Resolution 8 seeks Shareholder approval to ratify the issue of the Marketing Services Shares. The effect of Shareholders passing Resolution 8 and ratifying the issue will be to restore the 15% annual placement limit permitted by Listing Rule 7.1.

11.2 Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5, the following information is provided about the issue:

• (a) The number of securities issued by the Company was 2,500,000 Shares.

• (b) The securities were issued in payment of marketing services provided and no cash was paid for the securities.

• (c) The terms of the securities issued are fully paid ordinary shares which rank equally to the existing Shares on issue.

• (d) The securities were issued to Stocks Digital Pty Ltd.

• (e) No funds were raised through the issue of the securities.

• (f) A voting exclusion statement is included in the Notice.

11.3 Directors’ recommendation

• The Board unanimously recommends that Shareholders vote in favour of Resolution 8. This will restore the 15% annual placement limit permitted by Listing Rule 7.1.

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SCHEDULE 1 DEFINITIONS

In this Notice and Explanatory Memorandum:

ASX means ASX Limited or the Australian Securities Exchange operated by ASX Limited, as the context requires. Board means the board of Directors. Chair or Chairperson means the chair of the Company. Closely Related Party of a means a spouse or child of the member; or a child of the member of the Key member’s spouse; or a dependent of the member or the Management Personnel member’s spouse; or 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 dealings with the entity; or a company the member controls; or a person prescribed by the Corporations Regulations 2001 (Cth). Constitution means the constitution of the Company as amended. Corporations Act means the Corporations Act 2001 (Cth) as amended. Director means a director of the Company. Equity Securities has the same meaning given in the Listing Rules. Explanatory Memorandum means this explanatory memorandum. Key Management has the same meaning given in the Listing Rules. Personnel Listing Rule means the listing rules of the ASX. Meeting means the meeting convened by this Notice (as adjourned from time to time). Notice means this notice of meeting. Proxy Form means the proxy form attached to this Notice. Remuneration Report means the remuneration report of the Company included in the Directors’ Report section of the Company's Annual Report. Resolution means a resolution set out in the Notice.

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Securities has the meaning given in the Listing Rules. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share. Spill Meeting has the meaning given in section 3.2 of the Explanatory Memorandum. Spill Resolution has the meaning given in section 3.2 of the Explanatory Memorandum. Trading Days means a day determined by ASX to be a trading day in accordance with the Listing Rules. VWAP means volume weighted average price as defined in the Listing Rules. WST means Western Standard Time.

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SCHEDULE 2 TERMS OF CONSULTANT OPTION

2.1 Entitlement

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

2.2 Exercise Price

The amount payable upon exercise of each Consultant Option will be $0.015 (Exercise Price).

2.3 Expiry Date

Each Consultant Option will expire at 5:00 pm (WST) on 30 November 2021 (Expiry Date). A Consultant Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

2.4 Exercise Period

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

2.5 Notice of Exercise

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

2.6 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 Consultant Option being exercised in cleared funds (Exercise Date).

2.7 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 Consultant Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

• (b) 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 Consultant Options.

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2.8 Shares issued on exercise

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

2.9 Reconstruction of capital

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

2.10 Participation in new issues

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

2.11 Change in exercise price

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

2.12 Transferability

The Consultant Options are not transferable without consent of the Board.

2.13 Unquoted

The Company will not apply for quotation of the Consultant Options.

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DELECTA LIMITED (ACN 009 147 924)

PROXY FORM

Appointment of Proxy

I/We ………………………………………………………………………………………………………………………… of…………………………………………………………………………………………………………………………….

being member/s of Delecta Limited and entitled to attend and vote hereby appoint:

If you are not appointing the Chairman of the The Chairman Meeting as your proxy please write here the full of the meeting (mark OR name and address of the individual or body with an “X”) corporate (excluding the registered Securityholder) you are appointing as your proxy.

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Delecta Limited to be held on 29 November 2018 and at any adjournment of that meeting.

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

Voting directions to your proxy – please mark × to indicate your directions

For Against Abstain*

1. Adoption of Remuneration Report 2. Re-election of Director - Mr Hans-Rudolf Moser 3. Approval of 10% Placement Facility

2. Ratification of Option Fee Shares

3. Issue of Option Exercise Fee Shares

4. Issue of Consultant Options – Greg Smith

5. Issue of Consultant Options – Paul Lloyd

6. Ratification of issue of Securities for Marketing Services

==> picture [134 x 110] intentionally omitted <==

The Chairman of the Meeting intends to vote in favour of each of the resolutions.

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

This section must be signed in accordance with the instructions overleaf to PLEASE SIGN HERE enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

Dated: ___/__ /2018

HOW TO COMPLETE THE PROXY FORM

1. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting please write the full name and address of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

2. Votes on Items of Business

You may direct your proxy to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3. Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form. To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

4. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

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

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

If a representative of a corporate Security holder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 9 am on 27 November 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

IN PERSON: Registered Office – Level 1, 170-180 Buckhurst Street, South Melbourne, Victoria. BY MAIL: Registered Office – Level 1, 170-180 Buckhurst Street, South Melbourne, Victoria, 3205. BY FAX: +61(0) 3 9686 0644