Nova Minerals Ltd — AGM Information 2015

Oct 22, 2015

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Notice of annual general meeting and explanatory memorandum

Quantum Resources Limited ACN 006 690 348

Date: Wednesday, 25 November 2015 Time: 2.00 pm (Melbourne time) Venue: Link Market Services Limited Level 1, 333 Collins Street MELBOURNE, Victoria 3000

NOTICE OF 201 5 ANNU AL G EN ER AL M EETING

NOTICE is given that the Annual General Meeting of Quantum Resources Limited will be held at Link Market Services Limited, Level 1, 333 Collins Street, Melbourne, Victoria 3000 on Wednesday, 25 November 2015 at 2.00 pm (Melbourne time)

BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of business at the Annual General Meeting:

1. Financial and related reports

	Financial and related reports
Description	To receive and consider the Financial Reports of the Company including the balance sheets and profit and loss accounts of the Company and its subsidiaries and the reports of the Company’s Directors and of the Company’s auditor in respect of the financial year ended 30 June 2015.

2. Adoption of Remuneration Report (Non-binding resolution)

Resolution 1	Adoption of Remuneration Report (Non-binding resolution)
Description	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2015 Annual Report and is available from the Company's website (www.qur.com.au). In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the directors or the Company.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATthe Remuneration Report for the financial year ended 30 June 2015 included in the Directors' Report, which is attached to the Financial Statements as required under section 300A of the Corporations Act, be adopted by the Company.”
Voting Exclusion	The Company will disregard any votes cast on this resolution (in any capacity, whether as proxy or as shareholders) by any of the following persons: (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or (d) cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.

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3. Re-Election of Directors

Resolution 2	Re-Election of Mr Mordechai Gutnick as Director
Description	Mr Mordechai Gutnick retires as a Director in accordance with rule 17.1(b) of the Constitution, and being eligible, offers himself for re-election as a Director.
Resolution (Ordinary)	To consider and, if thought fit, to pass the following resolution as anordinary resolution: “THATMr Mordechai Gutnick, having retired from his office as a Director in accordance with rule 17.1(b) of the Constitution and, being eligible, having offered himself for re-election, be re-elected as a Director of the Company.”
4. Election of Directors
Resolution 3	Election of Mr Ari Herszberg as Director
Description	Mr Ari Herszberg, who was appointed to the Board on 24 April 2015 by the Directors, retires as a Director in accordance with ASX Listing Rule 14.4 and rule 16.4(b)(ii) of the Company’s constitution and, being eligible, offers himself for re-election as a Director.
Resolution (Ordinary)	To consider and, if thought fit, to pass the following resolution as anordinary resolution: "THATMr Ari Herszberg, having been appointed as a Director on 24 April 2015 by the Board, retires as a Director of the Company in accordance with ASX Listing Rule 14.4 and rule 16.4(b)(ii) of the Company’s constitution and for all other purposes, and being eligible, having offered himself for election, be elected as a Director of the Company."
Resolution 4	Election of Mr Eliahu Bernstein as Director
Description	Mr Eliahu Bernstein, who was appointed to the Board on 29 May 2015 by the Directors, retires as a Director in accordance with ASX Listing Rule 14.4 and rule 16.4(b)(ii) of the Company’s constitution and, being eligible, offers himself for re-election as a Director.
Resolution (Ordinary)	To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "THATMr Eliahu Bernstein, having been appointed as a Director on 29 May 2015 by the Board, retires as a Director of the Company in accordance with ASX Listing Rule 14.4 and rule 16.4(b)(ii) of the Company’s constitution and for all other purposes, and being eligible, having offered himself for election, be elected as a Director of the Company."

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Special Business

5. Approval of 10% Placement Capacity

Resolution 5	Approval of 10% placement capacity
Description	Quantum seeks approval of shareholders to be able to issue Equity Securities of up to an additional 10% of its issued capital by way of placements over a 12 month period, in addition to its ability to issue securities under Listing Rule 7.1.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as aspecial resolution: “THATfor the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to an additional 10% of its issued Equity Securities by way of placements over a 12 month period, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast on this resolution by any person who may participate in the issue of Equity Securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by: (a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or; (b) the person chairing the Meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

Dated 23 October 2015

By order of the Board of Quantum Resources Limited

Alyn Tai Company Secretary

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QUESTIONS FROM SHAREHOLDERS

full name or title of the individual representative of the body corporate for the meeting.

In order to provide an equal opportunity for all shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company’s auditor, BDO East Coast Partnership, in relation to the conduct of the external audit for the year ended 30 June 2015, or the content of its audit report. Please send your questions to:

• (e) A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 2.00 pm (Melbourne time) on Sunday 8 November 2015 :

The Company Secretary, Quantum Resources Limited Via mail: Level 1, 61 Spring Street, Melbourne VIC 3000 Via email: at@ccounsel.com.au

by post Quantum Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia by facsimile +61 2 9287 0309 by voting www.linkmarketservices.com.au on-line Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

Written questions must be received by no later than 5.00pm (Melbourne time) on Friday 20 November 2015 .

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.

In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Company’s Remuneration Report for the year ended 30 June 2015.

During the course of the Annual General Meeting, the Chair will seek to address as many shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to shareholders.

Proxy voting by the Chair

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters.

VOTING INFORMATION

Entitlement to vote at the Annual General Meeting

However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company as at 7.00 pm (Melbourne time) on Monday, 23 November 2015 , subject to any applicable voting exclusion.

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Annual General Meeting may appoint one proxy or, if the shareholder is entitled to cast 2 or more votes at the meeting, 2 proxies, to attend and vote instead of the shareholder.

The Company’s Chairman, Mr Mordechai Gutnick, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business.

• (b) Where 2 proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the meeting.

If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolution 1, he or she will not vote your proxy on that item of business.

• (c) A proxy need not be a shareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the

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TO NOTICE OF 2015 ANNU AL GENER AL M EE TING

EXPL AN AT ORY M EM OR ANDUM

1. Financial and related reports

Item	Financial And Related Reports
Explanation	Section 317 of the Corporations Act requires the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2015 to be laid before the Company’s 2015 Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of Quantum and its controlled entities. As permitted by the Corporations Act, a printed copy of the Company’s 2015 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2015 Annual Report is available from the Company's website (www.qur.com.au). The Chair of the meeting will allow a reasonable opportunity at the meeting for shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor BDO East Coast Partnership questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2015, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of BDO East Coast Partnership in relation to the conduct of the audit.

2. Adoption of Remuneration Report (Non-binding resolution)

Resolution 1	Adoption of Remuneration Report (Non-binding resolution)
Explanation	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2015 Annual Report and is available from the Company's website (www.qur.com.au). The Remuneration Report:  describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;  sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and  explains the differences between the basis for remunerating non-executive directors and senior executives, including the Chief Executive Officer (if any). The vote on this item is advisory only and does not bind the Directors. However, the Board will take into account any discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the Company.

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	A voting exclusion statement applies to this resolution, as set out in the Notice.
Voting Exclusion
	The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report.
Board Recommendation
	The Chair of the Meeting intends to vote all available proxies in favour of this resolution.
Chair’s available proxies

3. Re-Election of Directors

Resolution 2	Re-Election of Mr Mordechai Gutnick as Director
Explanation	Rule 17.1(b) of the Company’s constitution provides that where there are less than three Directors excluding any Directors appointed to fill a casual vacancy who have not retired since their appointment, and excluding the Managing Director, if any (Relevant Directors), then one Relevant Director must retire at each Annual General Meeting of the Company. Mr Mordechai Gutnick, who has held office as Director for the longest period of time since his last election to office on 27 November 2014, is the only Relevant Director and so in accordance with 17.1(b) Mr Gutnick retires as a Director at the 2015 Annual General Meeting. Mr Gutnick, being eligible under the constitution, offers himself for re-election as a Director.
About Mr Mordechai Gutnick	Mr Gutnick was appointed to the Company’s Board on 29 September 2014 as an independent Non-Executive Director. Mr Gutnick has more than 15 years’ experience in the mining industry and has been a long term investor in the resource sector. He has been a Director of numerous public companies included but not limited to Regis resources, Great Gold Mines and Astro Diamond mines.
Board Recommendation	The Board, with Mr Mordechai Gutnick abstaining on making a recommendation, recommends that shareholders vote in favour of this resolution.
	The Chair of the Meeting intends to vote all available proxies in favour of this resolution.
Chair’s available proxies

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4. Election of Directors

Resolutions 3 & 4	Election of Messrs Ari Herszberg and Eliahu Bernstein as Directors
Explanation	ASX Listing Rule 14.4 and rule 16.4(b)(ii) of the Company’s constitution require that the appointment of any Director who is appointed by the other Directors to fill a casual vacancy on the Board be ratified at the next Annual General Meeting following that Director’s appointment. Messrs Ari Herszberg and Eliahu Bernstein were appointed to the Board on 29 April 2015 and 29 May 2015 respectively to fill casual vacancies. Accordingly, Messrs Herszberg and Bernstein retire as Directors and offer themselves for election pursuant to ASX Listing Rule 14.4 and rule 16.4(b)(ii) of the Company’s constitution.
About Mr Ari Herszberg	Mr Herszberg was appointed to the Company’s Board on 29 April 2015 as an independent Non-Executive Director. Mr Herszberg is a Director of a number of companies and has more than 15 years of corporate and management experience. He has extensive consumer electronics experience retailing a number of iconic brands in the Australian market. Mr Herszberg also has extensive real estate experience in the commercial property market.
About Mr Eliahu Bernstein	Mr Bernstein was appointed to the Company’s Board on 29 May 2015 as an independent Non-Executive Director. Mr Eli Bernstein is corporate and strategy adviser with experience in dynamic markets undergoing change including energy, resources and technology. Mr Bernstein is active with the start up community in Perth through Crowded Space, a venture capitalist incubator. At Horizon Power, he managed strategy and policy in a changing environment. Early in his career, he was a corporate consultant at a stockbroking firm. Mr Bernstein completed a Bachelor of Commerce (Hons) and MBA. He is a graduate of the Australian Institute of Company Directors and was a Fellow of FINSIA. Mr Bernstein has served on various boards including the Australia- India Business Council and the Australian Institute of Energy (Perth) as well as a couple committees of the Chamber of Commerce and Industry (WA).
Board Recommendation	The Board, with Messrs Herszberg and Bernstein abstaining on making recommendations on Resolutions 3 and 4 respectively, recommends that shareholders vote in favour of these resolutions.
	The Chair of the Meeting intends to vote all available proxies in favour of Resolutions 3 and 4.
Chair’s available proxies

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5. Approval of 10% Placement Capacity

Resolution 5	Approval of 10% placement capacity
General	Under Listing Rule 7.1, every listed entity has the ability to issue 15% of its issued capital without shareholder approval in a 12 month period. ASX Listing Rule 7.1A permits eligible small and mid-cap ASX-listed entities, subject to shareholder approval, to issue Equity Securities of up to an additional 10% of its issued capital by way of placements over a 12 month period, in addition to its ability to issue securities under Listing Rule 7.1 (10% Placement Capacity). The Company seeks shareholder approval under ASX Listing Rule 7.1A for the 10% Placement Capacity. The effect of this resolution will be to allow the Directors, subject to the conditions set out below, to issue Equity Securities under the 10% Placement Capacity without using the Company’s 15% placement capacity under Listing Rule 7.1. Resolution 5 is aspecial resolution. Accordingly, at least 75% of votes cast by shareholders present and eligible to vote (in person or by proxy) at the meeting must be in favour of this resolution for it to be passed.
Eligibility	ASX-listed entities which have a market capitalisation of $300 million or less, and which are not included in the S&P/ASX 300 Index will be considered eligible to seek shareholder approval under Listing Rule 7.1A. As at the date of this Notice, the Company, which has a market capitalisation of less than $300 million, is not included in the S&P/ASX 300 Index. Accordingly, the Company is considered eligible to seek shareholder approval under Listing Rule 7.1A.
Formula	The exact number of additional Equity Securities that the Company may issue under the 10% Placement Capacity will be determined by a formula set out Listing Rule 7.1A.2 as follows: (A x D) - E Where: Ais the number of shares on issue 12 months before the date of issue or agreement:  plus the number of fully paid shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;  plus the number of partly paid shares that became fully paid in the previous 12 months (there are presently no partly paid shares on issue in the Company);  plus the number of shares issued in the previous 12 months with approval of shareholders under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the Company’s 15% placement capacity without shareholder approval; and  less the number of shares cancelled in the previous 12 months. ‘A’ has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity Dis 10%. Eis the number of Equity Securities issued or agreed to be issued under ASX 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 ASX Listing Rule 7.1 or 7.4.

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Conditions of There are a number of conditions applicable to the issue of Equity Securities under issue under the Listing Rule 7.1A, including a limitation on the discount to prevailing market price at 10% Placement which they may be issued, and additional disclosure requirements. A summary of Capacity these conditions is as follows:

• (a) Equity Securities issued under the 10% Placement Capacity can only be in a class of securities already quoted. At the date of this Notice, the Company only has one class of securities which are quoted, being ordinary shares.

• (b) The issue price of each Equity Security issued under the 10% Placement Capacity must be no less than 75% of the volume weighted average market price ( VWAP ) for Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before either:

• 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), the date on which the securities are issued.

	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), the date on which the securities are issued.
Period of validity	In the event that the Company obtains shareholder approval of Resolution 5, such
of shareholder	approval will cease to be valid upon the earlier of:
approval
	(a) 12 months after the date of this Annual General Meeting, being 25 November
	2016; or
	(b) if applicable, the date on which the Company’s shareholders approve a
	change to the nature or scale of the Company’s activities under Listing Rule
	11.1.2, or the disposal of the Company’s main undertaking under Listing Rule
	11.2.
	(Placement Period)
INFORMATION TO BE PROVIDED TO SHAREHOLDERS UNDER ASX LISTING RULE 7.3A

Minimum issue	The issue price of each Equity Security issued under the 10% Placement Capacity
price	must be no less than 75% of the VWAP for Equity Securities in that class,
	calculated over the 15 trading days on which trades in that class were recorded
	immediately before either:
	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), the date on which the securities are issued.

Risk of dilution	If Resolution 5 is approved by shareholders, any issue of Equity Securities under
to shareholders	the 10% Placement Capacity may present a risk of economic and voting dilution of
	existing shareholders, including the risk that:
	 the market price of the Company’s Equity Securities may be significantly lower
	on the relevant issue date than on the date of this Annual General Meeting;
	and
	 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.

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The table below shows the potential dilution of existing shareholders under various scenarios on the basis of:

• an issue price of $0.024 per share which was the closing price of the Company’s shares on the ASX on 12 October 2015; and

the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue on the date of this Notice, being 144,139,826.

The table also shows:

• (a) two examples where variable ‘A’ has increased by 50% and 100%. The number of shares on issue in the Company may increase as a result of the issue of shares that do not require approval of shareholders (for example, prorata entitlement issues or scrip issues under takeover offers) or future placements of shares under Listing Rule 7.1 of up to 15% of issued capital that are approved at future general meetings of shareholders; and

• (b) two examples of where the issue price of shares has decreased by 50% and increased by 100%.

			Dilution
		50% decrease in issue price $0.012		100% increase in issue price $0.048
VARIABLE ‘A’			Issue price $0.024
Current Variable ‘A’ 144,139,826 shares	10% voting dilution	14,413,983 shares	14,413,983 shares	14,413,983 shares
	Funds raised
		$172,967.79	$345,935.58	$691,871.16
50% increase in current Variable ‘A’ 216,209,739 shares	10% voting dilution	21,620,974 shares	21,620,974 shares	21,620,974 shares
	Funds raised
		$259451.69	$518903.37	$1037806.75
		,	,	,,
	10% voting dilution	28,827,965 shares	28,827,965 shares	28,827,965 shares
100% increase in current Variable ‘A’ 288,279,652 shares
	Funds raised
		$345,935.58	$691,871.16	$1,383,742.33

The table has been prepared on the following assumptions:

• (a) the Company issues the maximum number of shares available under the 10% Placement Capacity;

• (b) no options to acquire shares on issue in the Company are exercised;

• (c) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue;

• (d) the table does not show an example of dilution that may be caused to a particular shareholder as a result of placements under the 10% Placement Capacity based on that shareholder’s holding at the date of the Annual General Meeting.

• (e) the table shows only the effect of issues of Equity Securities under the 10% Placement Capacity in accordance with Listing Rule 7.1A and not under the 15% placement capacity under Listing Rule 7.1.

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Period of validity
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• (f) the issue of Equity Securities under the 10% Placement Capacity consists only of shares.

• (g) the issue price is $0.024, being the closing price of the Company’s shares on the ASX on 12 October 2015.

Period of validity The Company will only issue and allot the Equity Securities during the Placement Period. The approval under the Resolution 5 for the issue of the Equity Securities 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).

• Reason for issue The Company may seek to issue the Equity Securities for the following purposes: of shares under 10% Placement (a) non-cash consideration for the acquisition of the new assets, businesses or Capacity investments, in which event the Company will provide a valuation of the noncash consideration as required by Listing Rule 7.1A.3; or

• (b) cash consideration, the proceeds of which will be applied to fund the Company’s existing and future activities, appraisal of corporate opportunities, investment in new businesses (if any), the costs incurred in undertaking placement(s) of shares under Listing Rule 7.1.A and for general working capital.

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

Allocation policy The Company may not issue any or all the Equity Securities for which approval is given and may issue the Equity Securities progressively as the Company places the Equity Securities with investors.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to factors such as:

1. fund raising options (and their viability) available to the Company at the relevant time;

2. the effect of the issue of the Equity Securities on the control of the Company;

3. the financial situation of the Company and the urgency of the requirement for funds; and

4. advice from the Company’s corporate, financial, legal and broking advisers.

The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice. It is intended that the allottees will be suitable professional and sophisticated investors, and other investors not requiring a disclosure document under section 708 of the Corporations Act, that are known to the Company and/or introduced by third parties.

The allottees may include existing substantial shareholders and/or new shareholders, but the allottees will not be related parties of the Company.

In the event that the shares under the 10% Placement Capacity are issued as consideration for the acquisition of businesses, assets or investments, it is likely that the allottees will be the vendors of such businesses, assets or investments.

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Previous approval	The Company has not previously sought or received approval under ASX Listing Rule 7.1A.
Ranking of shares	Any shares issued under the 10% Placement Capacity will rank equally with all other existing shares on issue in the Company.
GENERAL INFORMATION
	A voting exclusion statement applies to this resolution, as set out in the Notice.
Voting Exclusion
	The Directors unanimously recommend that shareholders vote in favour of this resolution.
Board Recommendation
	The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.
Chairman’s available proxies

Definitions

	Quantum Resources Limited ACN 006 690 348
Company or Quantum
	The Company’s constitution
Constitution
	Corporations Act 2001(Cth)
Corporations Act
Closely Related Party (of a member of KMP of an entity)	Has the definition given to it by section 9 of the Corporations Act, and means: (a) a spouse or child of the member; or (b) a child of the member's spouse; or (c) a dependant of the member or of the member's spouse; or (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 dealings with the entity; or (e) a company the member controls; or (f) a person prescribed by the regulations for the purposes of this definition (nothing at this stage).
Key Management Personnel or KMP	Those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

-ENDS-

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Quantum Resources Limited ABN 84 006 690 348

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LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au BY MAIL  Quantum Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Quantum Resources Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (Melbourne time) on Wednesday, 25 November 2015 at Link Market Services Limited, Level 1, 333 Collins Street, Melbourne, Victoria 3000 (the Meeting and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

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For Against Abstain * SPECIAL BUSINESS For Against Abstain
1 Adoption of Remuneration Report 5 Approval of 10% Placement Capacity
(Non-binding resolution)
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• 2 Re-Election of Mr Mordechai Gutnick as Director

• 3 Election of Mr Ari Herszberg as Director

• 4 Election of Mr Eliahu Bernstein as Director

 * 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 computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

QUR PRX502C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a securityholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the 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 the items of business, 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.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s security registry or you may copy this form and return them both together.

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; and

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (Melbourne time) on Monday, 23 November 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL



Quantum Resources Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or

Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

• (b) return both forms together.

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, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney 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.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry or online at www.linkmarketservices.com.au.

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