ORA BANDA MINING LTD — AGM Information 2016

Feb 21, 2016

EASTERN GOLDFIELDS LIMITED

ACN 100 038 266

SUPPLEMENTARY NOTICE OF 2015 ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 11.30am WST DATE : Wednesday, 16 March 2016 PLACE : 9 Mumford Place, Balcatta, WA 6021

This Supplementary Notice of Annual General Meeting and Explanatory Statement should be read in its entirety and read in conjunction with the Notice of Annual General Meeting and Explanatory Statement dated 16 February 2016.

If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Ms Shannon Coates, on +61 8 6241 1866.

CONTENTS PAGE
Supplementary Notice of 2015 Annual General Meeting (setting out the proposed Resolutions)	3
Supplementary Explanatory Statement (explaining the proposed Resolutions)	7
Proxy Form	15

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SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING

Notice was given on 16 February 2016 that the 2015 Annual General Meeting of the Shareholders of Eastern Goldfields Limited ( EGS or the Company ) will be held at 9 Mumford Place, Balcatta WA 6021 on Wednesday 16 March 2016 commencing at 11.30am WST.

This Supplementary Notice of Annual General Meeting and Explanatory ( Supplementary Notice of Meeting ) is supplementary to the Notice of Annual General Meeting dated 16 February 2016 ( Notice of Meeting ) and should be read in conjunction with that Notice of Meeting.

Terms used in this Supplementary Notice of Meeting are the same as those defined in the glossary of the Notice of Meeting.

Notice is hereby given that the following additional resolutions will be put to members at the Annual General Meeting of the Company.

RESOLUTION 4 – RATIFICATION OF PREVIOUS SECURITIES ISSUE

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

That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 33,333,333 Shares in the Company to the parties, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.

Voting exclusion: The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any person associated with that person. However, the Company will not disregard any votes cast on Resolution 4 by such person if:

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

• (b) the person is the Chairman of the Meeting acting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 5 – APPROVAL OF SECURITIES ISSUE

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

That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 100,000,000 Shares to the parties, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.

Voting exclusion: The Company will disregard any votes cast on Resolution 5 by any person who may participate in the proposed issue and any 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 person associated with those persons. However, the Company will not disregard any votes cast on Resolution 5 by such person if:

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

• (b) the person is the Chairman of the Meeting acting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO MR CRAIG READHEAD IN LIEU OF FEES

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

“That for the purposes of Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 560,000 Shares at a deemed price of $0.15 each to Mr Craig Readhead or his nominee, for the purpose and on the terms set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on Resolution 6 by Mr Craig Readhead 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 person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Company will also disregard any votes cast on Resolution 6 by a member of the KMP of the Company or their closely related parties, acting as proxy for another person, where the Proxy Form does not specify how the proxy is to vote, with the exception that votes cast by the Chairman as proxy appointed in writing where the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected with the remuneration of a member of the KMP of the Company, will not be excluded.

If you are a member of the KMP of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

RESOLUTION 7 – PARTICIPATION IN OFFER – SHARES TO RELATED PARTY – HENGOLO PTY LTD

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

“That for the purposes of Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 1,000,000 Shares at a price of $0.15 each to Hengolo Pty Ltd, for the purpose and on the terms set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on Resolution 7 by Hengolo Pty Ltd 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 person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD OF DIRECTORS

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SHANNON COATES Company Secretary

18 February 2016

ENTITLEMENT TO ATTEND AND VOTE

You will be entitled to attend and vote at the Annual General Meeting if you are registered as a Shareholder of the Company as at 4.00 pm (WST) / 7.00pm (AEDT) on Monday, 14 March 2016. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board has determined that the Shares on issue at that time will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

HOW TO VOTE

Voting in person

Shareholders who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting if possible, so that their holding may be checked against the Company’s register of members and attendances recorded.

Corporate representatives

A body corporate, which is a Shareholder or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the Meeting in accordance with section 250D of the Corporations Act. The appropriate appointment document must be produced prior to admission. A form of the certificate can be obtained from the Company’s registered office.

Voting by proxy

A Shareholder who is entitled to attend and cast a vote at the Meeting may appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Meeting (see above).

A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the Meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company’s registered office.

To be effective for the scheduled meeting a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number below no later than 11.30am (WST) on Monday, 14 March 2016, being 48 hours before the time of the Meeting. Any proxy appointment received after that time will not be valid for the scheduled meeting.

In person at Level 1, 24 Mumford Street, Balcatta WA 6021

By post to Level 1, 24 Mumford Street, Balcatta WA 6021

By facsimile to +61 8 6241 1811

By scan and email to admin@easterngoldfields.com.au

For further information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.

Voting by attorney

A Shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at one of the addresses listed above for the receipt of proxy appointments at least 48 hours prior to the commencement of the Meeting.

Chairman as proxy

If you appoint a proxy, the Company encourages you to consider directing them how to vote by marking the appropriate box on each of the proposed Resolutions.

If a Shareholder entitled to vote on a Resolution appoints the Chairman of the Meeting as their proxy (or the Chairman becomes their proxy by default) and the Shareholder does not direct the Chairman how to vote on the Resolution:-

• The Chairman intends to vote in favour of the Resolution (except Resolution 3 in which the Chairman intends to vote against that resolution), as proxy for that Shareholder on a poll; and

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• For Resolutions 1, 3 and 6 the Shareholder will be taken to have given the Chairman express authority to vote as the Shareholder’s proxy on those resolutions even though those resolutions are connected directly or indirectly with the remuneration of a member of the KMP for the Company and even though the Chairman is a member of the KMP, unless the Shareholder expressly indicates to the contrary in the proxy appointment.

If you do not want to put the Chairman in the position to cast your votes in favour of any of the proposed Resolutions, you should complete the appropriate box on the Proxy Form, directing your proxy to vote against, or to abstain from voting, on the Resolution.

Other members of KMP as proxy

If a Shareholder appoints a Director (other than the Chairman) or another member of KMP (or a Closely Related Party of any such person) as their proxy and does not direct the proxy how to vote on Resolutions 1, 3 and 6 by marking the ‘For’, ‘Against’ or ‘Abstain’ box opposite the relevant Resolution on the proxy appointment, the proxy will not be able to exercise the Shareholder’s proxy and vote on their behalf on that Resolution.

QUESTIONS FROM SHAREHOLDERS

The Chairman will allow a reasonable opportunity for Shareholders at the Meeting to ask questions about and make comments on the management of the Company and on the annual financial report, the Directors’ report (including the Remuneration Report) and the auditor’s report ( Reports ), as well as each of the Resolutions to be considered at the Meeting.

A representative of the Company’s auditor will attend the Meeting. During the Meeting’s consideration of the Reports, the Chairman will allow a reasonable opportunity for Shareholders at the Meeting to ask the auditor’s representative questions relevant to the:

• conduct of the audit;

• preparation and content of the Auditor’s Report for the financial year ended 30 June 2015;

• accounting policies adopted by the Company in relation to the preparation of the financial statements contained in the Reports for that year; and

• independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to the Company’s auditor if the question is relevant to the content of the Auditor’s Report or the conduct of the audit.

If you wish to submit a question in advance of the Meeting, you may do so by sending your question to one of the addresses or facsimile numbers above by no later than Friday, 11 March 2016. The Company and the auditor will attempt to respond to as many of the more frequently asked questions as possible. Due to the large number of questions that may be received, the Company and the auditor will not be replying on an individual basis.

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SUPPLEMENTARY EXPLANATORY STATEMENT

The Company wishes to add the following to the Explanatory Statement attached to its Notice of Annual General Meeting dated 16 February 2016, pertaining to the additional Resolutions 4 - 7 that is the subject of this Supplementary Notice of Annual General Meeting.

1. BACKGROUND TO RESOLUTIONS 4-7

1.1 Prospectus in connection with re-capitalisation

On 24 December 2015, the Company lodged with the Australian Securities and Investments Commission ( ASIC ) a prospectus ( Prospectus ) in respect of a placement to investors to raise a minimum of $6 million by the issue of 40,000,000 Shares at $0.15 per Share and a maximum of $10 million by the issue of up to 66,666,667 Shares at $0.15 per Share with the ability to accept oversubscriptions to raise an additional $5 million, in each case before costs ( Offer ). Subsequently, the Company issued a supplementary prospectus dated 9 February 2016 ( Supplementary Prospectus ).

Subsequent to the issue of the Supplementary Prospectus, the Company experienced a high level of demand from investors for the Company’s Shares, which would potentially have allowed the maximum subscription, and oversubscription amounts under the Prospectus to be met or exceeded. Consequently, the Company issued a second supplementary prospectus on 16 February 2016 to increase the Offer size to a minimum of $6 million and a maximum of $20 million, with the ability to accept oversubscriptions for an additional $5 million, in response to the exceptional level of investor demand ( Second Supplementary Prospectus ).

The revised capital raising will be comprised of:

• (a) $10 million to be raised from a combination of the 2015 Lender Agreements and the Prospectus, for which the Company sought and obtained approval at the 2015 General Meeting ( First Tranche );

• (b) $10 million to be raised under the Prospectus as a result of the increased Offer size under this Second Supplementary Prospectus ( Second Tranche ); and

• (c) $5 million to be raised under the Prospectus as a result of the revised oversubscription facility ( Oversubscription Facility ).

The Company expects to issue the Shares under the First Tranche (for which Shareholder approval has been obtained), and $5 million of the Second Tranche utilising its 15% placement capacity under Listing Rule 7.1, on or around 26 February 2016.

The remaining $5 million of the Second Tranche and the $5 million amount under the Oversubscription Facility (if applicable) subject to shareholder approval to be put to shareholders at the 2015 Annual General Meeting the subject of this Notice of Meeting.

Shareholders are advised to read the Prospectus, Supplementary Prospectus and Second Supplementary Prospectus in full, and contact their professional advisers if necessary.

1.2 Capital Structure of the Company

The capital structure of the Company after the issue of shares pursuant to resolutions approved by Shareholders at the 2015 General Meeting of the Company held on 30 December 2015 and assuming the issue of the maximum Shares pursuant to the Offer (including oversubscriptions), is set out below.

Terms defined in the table below have the same meaning as in the Prospectus as supplemented by the Supplementary Prospectus and Second Supplementary Prospectus.

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	Number of Shares
Shares on issue at the date of this Supplementary Notice of Meeting	102,516,890
Shares to be issued under the Offer and/or to 2015 Lenders	200,000,000
Shares to be issued upon conversion of Debt	137,761,600
Shares to be issued upon conversion of DCM Debt	28,000,000
Shares to be issued upon conversion of the interest component of the Debt and DCM Debt	27,716,514
Shares to be issued upon conversion of Investmet Loan	15,487,592
Shares to be issued upon conversion of interest component of Investmet Loan	2,053,061
Shares to be issued in lieu of fees to various parties	14,966,156
Shares to be bought back from Stirling	-8,892,922
Total	519,608,891
	Number of Options
Options on issue at the date of this Second Supplementary Prospectus	-
Options to be issued under the Employee Option Plan	25,800,000
Options to be issued to debt financier	27,500,000
Total	53,300,000

2. RESOLUTION 4 – RATIFICATION OF PREVIOUS SECURITIES ISSUE

2.1 Background

As outlined in section 1.1, the Company proposes to issue 33,333,333 Shares comprising $5 million of the Second Tranche on or around 26 February 2016 to professional and sophisticated investors at $0.15 per Share. Accordingly, these Shares would have been issued by the time of the 2015 Annual General Meeting.

The purpose of Resolution 4 is for Shareholders to ratify the issue of 33,333,333 Shares which will be undertaken by way of placement to professional and sophisticated investors without Shareholder approval utilising the Company’s 15% placement capacity under Listing Rule 7.1.

2.2 Regulatory Requirements

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s members subsequently approve it.

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Under Resolution 4, the Company seeks from Shareholders approval for, and ratification of, the issue of the securities set out in section 2.1 so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities in the next 12 months.

The securities issued, for which approval and ratification is sought under Resolution 4, comprise 32.5% of the Company’s fully diluted issued capital (based on the number of Shares and Options on issue as at the date of this Notice of Annual General Meeting).

In compliance with the information requirements of Listing Rule 7.5, Shareholders are advised of the following information:

• (a) Number of securities allotted

• Under Resolution 4, the Company seeks from Shareholders approval for, and ratification of, the issue of 33,333,333 Shares, which will have been issued by the time of the 2015 Annual General Meeting.

• (b) The price at which the securities were issued

The Shares will be issued for the $0.15 per Share.

• (c) Terms of the securities

• The Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with the existing Shares.

The Company will apply to ASX for official quotation of the Shares.

• (d) Allottees of the securities The securities will be allotted to professional and sophisticated investors who participate in the Second Tranche of the Company’s equity capital raising under the Prospectus dated 24 December 2015.

• (e) The use of the funds raised

• The purpose of the issue will be to raise funds to advance the Company’s Davyhurst and Mt Ida Projects.

• (f) Voting exclusion statement

• A voting exclusion statement for Resolution 4 is included in the Notice of Annual General Meeting preceding this Explanatory Statement.

2.3 Board Recommendation

The Board believes that the ratification of these issues is beneficial for the Company as it allows the Company to ratify the above issues of securities and retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months. Accordingly, the Board recommends Shareholders vote in favour of Resolution 4.

3. RESOLUTION 5 – APPROVAL OF SECURITIES ISSUE

3.1 Background

As outlined in section 1.1, the Company proposes to issue $10 million under the Second Tranche, and $5 million under the Oversubscription Facility under the Prospectus, both components of which are subject to shareholder approval.

Subject to receipt of shareholder approval, the Company proposes to issue up to 100,000,000 Shares at $0.15 each to professional and sophisticated investors to raise up to $15 million under the Second Tranche and Oversubscription Facility.

The purpose of Resolution 5 is for Shareholders to approve the issue of Shares under the Second Tranche and Oversubscription Facility.

3.2 Regulatory Requirements

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the Equity Securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

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The issue and allotment of Shares pursuant to Resolution 5 will exceed the 15% limit and therefore requires the approval of Shareholders.

The securities proposed to be issued, for which approval is sought under Resolution 5, comprise 97.5% of the Company’s fully diluted issued capital (based on the number of Shares and Options on issue as at the date of this Notice of Annual General Meeting).

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information:

• (a) Maximum number of securities to be issued

The Company intends to issue up to 100,000,000 Shares.

• (b) Date of issue and allotment The Shares will be allotted and issued on as soon as possible but, in any case, not later than 3 months after the date of Shareholder approval pursuant to this Resolution 5 or such later date as approved by ASX.

• (c) Issue price

The issue price will be $0.15 per Share.

• (d) Allottees of the securities

The securities will be allotted to professional and sophisticated investors who participate in the Company’s equity capital raising, undertaken pursuant to the Prospectus dated 24 December 2015.

• None of the allottees (other than Mr Craig Readhead for whom shareholder approval is being sought under Resolution 7) will be related parties of the Company.

• (e) Terms of the securities The Shares will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with the existing Shares.

The Company will apply to ASX for official quotation of the Shares.

• (f) Intended use of the funds raised

• The purpose of the issue is to raise funds to advance the Company’s Davyhurst and Mt Ida Projects.

• (g) Voting exclusion statement

• A voting exclusion statement for Resolution 5 is included in the Notice of Annual General Meeting preceding this Explanatory Statement.

3.3 Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of the Resolution. It will allow the Company to retain the flexibility to issue further Equity Securities representing up to 15% of the Company’s share capital during the next 12 months.

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4. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO MR CRAIG READHEAD IN LIEU OF FEES

4.1 Background

As at the date of this Notice, the Company owes approximately $84,000 by way of unpaid Director’s and consultant’s fees to Mr Craig Readhead.

The Company has agreed to issue 560,000 Shares to the value of $84,000 calculated on the basis of an indicative price of $0.15 per Share to Mr Craig Readhead (or his nominee) in lieu of paying such Director’s fees. Mr Craig Readhead is a related party of the Company by virtue of being a Director of the Company, therefore satisfying the related party test set out in section 228 of the Corporations Act. Resolution 6 seeks approval to issue Shares to Mr Craig Readhead.

4.2 Listing Rules

Listing Rule 10.11 provides that, unless a specified exception applies, a Company must not issue or agree to issue Equity Securities to a related party without the approval of ordinary shareholders. A “related party”, for the purposes of the Listing Rules, has the meaning given to it in the Corporations Act, and includes the directors of a company.

As such, Shareholder approval is sought under Listing Rule 10.11 as Resolution 6 proposes the issue of Shares to Mr Craig Readhead, who is related party of the Company by virtue of being a Director of the Company.

As Shareholder approval is being sought under ASX Listing Rule 10.11, approval is not also required under Listing Rule 7.1.

4.3 Information required by Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided for approval under Listing Rule 10.11:

• (a) Name of persons to receive securities and maximum number to be issued

The Company will issue Shares to Mr Craig Readhead (or his nominee) to the value of $84,000. The maximum number of Shares to be issued is 560,000.

Mr Craig Readhead as at the date of this Notice has a relevant interest in 166,667 Shares, being 0.16% of the Shares on issue in the Company at the date of this notice. Mr Craig Readhead will only be issued Shares in lieu of fees to the extent permitted by the Corporations Act.

• (b) Date of issue

It is anticipated that the Shares the subject of this Resolution will be issued to Mr Craig Readhead on one date, however, the exact date of the issue is not yet known.

The date by which the Company will issue the Shares will be not more than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (c) Relationship with the Company

Mr Craig Readhead is a related party of the Company by virtue of being a Director of the Company.

• (d) Issue price

The Shares will be issued for nil consideration in lieu of unpaid Director’s fees.

The number of Shares to be issued has been calculated using an indicative value of $0.15 per Share.

• (e) Terms of issue

The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares and will rank equally in all respects with all of the existing ordinary Shares on issue. The Company will apply to ASX for official quotation of the Shares.

• (f) Voting exclusion statements

A voting exclusion statement for Resolution 6 is included in the Notice.

• (g) Intended use of funds raised

• No funds will be raised as the Shares are being issued in lieu of Director’s and consultant’s fees. However, the issue of Shares will allow the Company to provide consideration for services provided while retaining its cash reserves.

4.4 Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of Shares to Mr Craig Readhead (or his nominee), constitutes the provision of a financial benefit to a related party. Section 229 of the Corporations Act includes as an example of a “financial benefit”, the issuing of securities or the granting of an option to a related party.

A “related party” is widely defined under the Corporations Act, and includes an entity controlled by a related party of the Company.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• the giving of the financial benefit falls within an exception to the provision; or

• prior shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after shareholder approval is obtained.

One of the nominated exceptions to the prohibition includes the provision of a financial benefit that constitutes reasonable remuneration to a related party as an officer or employee.

The Board considers that the proposed issue of Shares in lieu of Director’s fees to Mr Craig Readhead (or his nominee) constitutes “reasonable remuneration” within the meaning of section 211 of the Corporations Act and therefore Shareholder approval is not required for the giving of the financial benefit to Mr Craig Readhead constituted by the issue of the Shares.

4.5

Board recommendation

The Directors (other than Mr. Craig Readhead) recommend that Shareholders vote in favour of Resolution 6 as the issue of Shares as consideration will allow the Company to retain its cash reserves.

5. RESOLUTION 7 – PARTICIPATION IN OFFER – SHARES TO RELATED PARTY – HENGOLO PTY LTD

5.1 Background

Pursuant to Resolution 7, the Company is seeking Shareholder approval for the issue of up to 100,000,000 Shares at an issue price of $0.15 per Share pursuant to the Second Tranche and Third Tranche of the Offer.

Mr Craig Readhead, a Director of the Company wishes to participate in the Offer. Accordingly, Resolution 7 seeks Shareholder approval for issue of Shares to Hengolo Pty Ltd, a related party of the Company by virtue of being an entity controlled by Director Mr Craig Readhead.

5.2 Listing Rules

Listing Rule 10.11 provides that, unless a specified exception applies, a Company must not issue or agree to issue Equity Securities to a related party without the approval of ordinary shareholders. A “related party”, for the purposes of the Listing Rules, has the meaning given to it in the Corporations Act, and includes the directors of a company or their controlled entities.

As such, Shareholder approval is sought under Listing Rule 10.11 as Resolution 7 proposes the issue of Shares to Mr Craig Readhead, who is related party of the Company by virtue of being a Director of the Company.

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5.3 Information required by Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided for approval under Listing Rule 10.11:

• (a) Name of persons to receive securities and maximum number to be issued

The Company will issue Shares to Hengolo Pty Ltd, an entity controlled by Mr Craig Readhead to the value of $150,000. The maximum number of Shares to be issued is 1,000,000.

Mr Craig Readhead as at the date of this Notice has a relevant interest in 166,667, being 0.16% of the Shares on issue in the Company. Mr Craig Readhead will only be issued Shares under the Offer to the extent permitted by the Corporations Act.

• (b) Date of issue

The date by which the Company will issue the Shares will be not more than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (c) Relationship with the Company

Hengolo Pty Ltd is related party of the Company by virtue of being an entity controlled by Mr Craig Readhead, who is a related party of the Company by virtue of being a Director of the Company.

• (d) Issue price

The Shares will be issued for $0.15 per Share.

• (e) Terms of issue The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares and will rank equally in all respects with all of the existing ordinary Shares on issue. The Company will apply to ASX for official quotation of the Shares.

• (f) Voting exclusion statements

A voting exclusion statement for Resolution 7 is included in the Notice.

• (g) Intended use of funds raised

• The purpose of the issue (which is part of the broader Offer under the Prospectus) is to raise funds to advance the Company’s Davyhurst and Mt Ida Projects.

5.4 Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of Shares toHengolo Pty Ltd, constitutes the provision of a financial benefit to a related party. Section 229 of the Corporations Act includes as an example of a “financial benefit”, the issuing of securities or the granting of an option to a related party.

A “related party” is widely defined under the Corporations Act, and includes an entity controlled by a related party of the Company.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• the giving of the financial benefit falls within an exception to the provision; or

• prior shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after shareholder approval is obtained.

One of the nominated exceptions to the prohibition includes the giving of a financial benefit that would be reasonable in the circumstances if the company and the related party were dealing at arm’s length terms.

It is the view of the Directors (other than Mr Craig Readhead) that the ‘arm’s length’ exception applies in the current circumstances because the Shares will be issued to Hengolo Pty Ltd on the same terms as Shares issued to non-related party investors who participate in the Offer. Accordingly, the Board considers that Shareholder approval is not required for the giving of the financial benefit to Hengolo Pty Ltd constituted by the issue of the Shares under Resolution 7.

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5.5 Board recommendation

The Directors (other than Mr. Craig Readhead) recommend that Shareholders vote in favour of Resolution 7 as the issue of Shares to Mr Craig Readhead will allow him to participate in the Offer and demonstrate his support for the Company.

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2015 ANNUAL GENERAL MEETING

PROXY FORM

APPOINTMENT OF PROXY EASTERN GOLDFIELDS LIMITED ACN 100 038 266

I/We

of

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

appoint

Name of proxy

OR the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 11.30am (WST), on Wednesday, 16 March 2016 at 9 Mumford Place, Balcatta WA 6021, and at any adjournment thereof.

The Chair intends to vote undirected proxies, in which the Chair is entitled to vote, FOR Resolutions 1 and 2, and 4-7, and AGAINST Resolution 3.

Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-election as a Director – Mr. Michael Fotios
Contingent Resolution 3 –Spill Resolution
Resolution 4 – Ratification of previous securities issue
Resolution 5 – Approval of securities issue
Resolution 6 – Approval to Issue Shares to Mr Craig
Readhead in lieu of Fees

Resolution 7 – Participation in Offer - Issue of Shares to Related Party – Hengolo Pty Ltd

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

Important for Resolutions 1, 3 and 6

Chair authorised to exercise undirected proxies on remuneration related Resolution - Where I/we have appointed the Chair as my/our proxy (or the Chair becomes my/our proxy by default) and I/we am/are entitled to vote on the relevant Resolutions I/we expressly authorise the Chair to exercise my/our proxy even though Resolutions 1, 3 and 6 are connected directly or indirectly with the remuneration of a member of the KMP of the Company and even though the Chair is a member of the key management personnel for the Company.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ____%

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary	Date: _ Shareholder 2 Director	_____ Shareholder 3	%

Contact Name: ________

Contact Ph (daytime): ________

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INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

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

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

3. ( Signing instructions ):

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

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

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

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

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

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

In person at Level 1, 24 Mumford Street, Balcatta WA 6021

By post to Level 1, 24 Mumford Street, Balcatta WA 6021

By facsimile to +61 8 6241 1811

By scan and email to admin@easterngoldfields.com.au

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

Proxy Forms received later than this time will be invalid.

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