ORA BANDA MINING LTD — Proxy Solicitation & Information Statement 2018

Oct 25, 2018

EASTERN GOLDFIELDS LIMITED

ACN 100 038 266

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 9:30am (WST) DATE : 30 November 2018 PLACE : Ernst & Young, 11 Mounts Bay Rd, Perth WA 6000

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Brendon Morton, on +61 8 6241 1866.

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CONTENTS PAGE

Notice of General Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	10
Glossary	40

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:30 am (WST) on 30 November 2018 at:

Ernst & Young, 11 Mounts Bay Rd, Perth WA 6000

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

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

Online at: By post to: By facsimile to: By mobile: Custodian Voting:	www.investorvote.com.au Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) Scan the QR Code on your proxy form and follow the prompts For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.comto submit your voting intentions

Please note that the Proxy Form must be received by the Company not later than 9:30am (WST) on 28 November 2018 .

Proxy Forms received later than this time will be invalid.

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the Meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the General Meeting.

The Company’s Directors have determined that all Shares of the Company that are quoted on ASX at 4:00pm (WST) on 28 November 2018 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

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NOTICE OF GENERAL MEETING

Notice is given that a general meeting of the Shareholders of Eastern Goldfields Limited ( EGS or the Company ) will be held at Ernst & Young, 11 Mounts Bay Rd, Perth WA 6000 on Friday 30 November 2018 commencing at 9:30am WST to consider and, if thought fit, to pass the Resolutions set out below.

Terms used in this Notice of Meeting and accompanying Explanatory Statement are defined in the glossary to this document.

The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the matters to be considered at the General Meeting.

1. RESOLUTION 1 – APPROVAL OF LOAN NOTES BECOMING CONVERTIBLE

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:

• (a) the Loan Notes becoming convertible in accordance with their terms; and

• (b) the issue of up to 177,147,945 Shares (including up to 2,147,945 Shares issued in lieu of interest) on conversion of the indebtedness under the Loan Notes to Shares at a deemed price of $0.05 per Share and 44,286,986 Noteholder Options (including 536,986 Noteholder Options issued due to the issue of Shares in lieu of interest) to the Noteholders,

for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 1 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely in the capacity of a holder of Ordinary Securities) if the Resolution is passed, and any Associates of those persons. However, the Company will not disregard any votes cast on Resolution 1 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.

2. RESOLUTION 2 – APPROVAL FOR CONVERSION OF SYNDICATED FACILITY AGREEMENT DEBT

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:

• (a) the indebtedness under the Syndicated Facility Agreement becoming convertible in accordance with its terms; and

• (b) the issue of up to 199,810,900 Shares (including up to 3,715,931 Shares in lieu of interest) on conversion of the indebtedness under the Syndicated Facility Agreement to Shares at a deemed price of $0.05 per Share and 50,256,708 Noteholder Options (including 928,983 Noteholder Options issued due to the issue of Shares in lieu of interest and 2,500,000 Shares and 625,000 Noteholder Options should Hawke’s Point elect to receive payment of the “Extension Fee” under the Syndicated Facility Agreement in Shares and Options) to Hawke’s Point, for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 2 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely in the capacity of a holder of Ordinary Securities) if the Resolution is passed, and any Associates of those persons. However, the Company will not disregard any votes cast on Resolution 2 by such person if:

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• (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.

3. RESOLUTION 3 – APPROVAL OF PLACEMENT

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 763,800,000 Shares at a price of $0.05 per Share and 152,760,000 Placement Options to sophisticated and professional investors, for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 3 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely in the capacity of a holder of Ordinary Securities) if the Resolution is passed, and any Associates of those persons. However, the Company will not disregard any votes cast on Resolution 3 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.

4. RESOLUTION 4 – APPROVAL OF ISSUE OF SECURITIES TO ADAMAN

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 350,000,000 Shares at a price of $0.05 per Share and 70,000,000 Placement Options to Adaman, for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 4 by any person who is expected to participate in the proposed issue, or who will obtain a material benefit as a result of, the proposed issue (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 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.

5. RESOLUTION 5 – APPROVAL OF ISSUE OF SHARES TO FINANCIER

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 6,000,000 Shares to Investec, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 5 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely in the capacity of a holder of Ordinary Securities) if the Resolution is passed, and any Associates of 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

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• (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.

6. RESOLUTION 6 – APPROVAL FOR CONVERSION OF DEBT

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 7.1, and for all other purposes, approval is given for the Company to issue up to 24,000,000 Shares to the Creditors, for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 6 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely in the capacity of a holder of Ordinary Securities) if the Resolution is passed, and any Associates of those persons. However, the Company will not disregard any votes cast on Resolution 6 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.

7. RESOLUTION 7 – PARTICIPATION IN PLACEMENT – APPROVAL TO ISSUE SECURITIES TO MR. DAVID QUINLIVAN

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 10.11 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Shares at a price of $0.05 per Share and 200,000 Placement Options to Mr David Quinlivan and/or his Associates, for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 7 any person who may participate in the proposed issue if the Resolution is passed, and any Associates of those persons. However, the Company will not disregard any votes cast on Resolution 7 by such person if:

• (a) the person is acting as proxy for a person who is entitled to vote on Resolution 7, 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 on Resolution 7, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 – PARTICIPATION IN PLACEMENT – APPROVAL TO ISSUE SECURITIES TO MR. PETER MANSELL

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 10.11 and for all other purposes, Shareholders approve the issue of up to 3,000,000 Shares at a price of $0.05 per Share and 600,000 Placement Options to Mr Peter Mansell and/or his Associates, for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 8 any person who may participate in the proposed issue if the Resolution is passed, and any Associates of those persons. However, the Company will not disregard any votes cast on Resolution 8 by such person if:

• (a) the person is acting as proxy for a person who is entitled to vote on Resolution 8, in accordance with the directions on the Proxy Form; or

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• (b) the person is the Chairman of the Meeting acting as proxy for a person who is entitled to vote on Resolution 8, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – PARTICIPATION IN PLACEMENT – APPROVAL TO ISSUE SECURITIES TO MR. KEITH JONES

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 10.11 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Shares at a price of $0.05 per Share and 200,000 Placement Options to Mr Keith Jones and/or his Associates, for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 9 any person who may participate in the proposed issue if the Resolution is passed, and any Associates of those persons. However, the Company will not disregard any votes cast on Resolution 9 by such person if:

• (a) the person is acting as proxy for a person who is entitled to vote on Resolution 9, 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 on Resolution 9, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 10 – APPROVAL TO ISSUE OPTIONS UNDER OPTION PLAN TO MR. CRAIG BRADSHAW

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

“That, for the purposes of Listing Rule 10.14, and for all other purposes, approval be given for the issue of a maximum of 30,000,000 Options to Mr. Craig Bradshaw under the Option Plan, for the purpose and on the terms set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 10 by any Director who is eligible to participate in the Company’s Option Plan (and any Associate of such a Director).

However, the Company need not disregard a vote cast by such a person if the vote is cast:

• (a) as proxy for a person entitled to vote on Resolution 10, in accordance with the directions on the proxy form; or

• (b) by the Chairman, as proxy for a person entitled to vote on Resolution 10 (as applicable), in accordance with the directions on the proxy form.

The Company will also disregard any votes cast on Resolution 10 by a member of the Key Management Personnel 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 respective Resolution is connected with the remuneration of a member of the Key Management Personnel of the Company, will not be excluded.

11. RESOLUTION 11 – APPROVAL FOR CHANGE OF COMPANY NAME

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

“That, for the purposes of section 157(1)(a) of the Corporations Act, and all other purposes, the name of the Company be changed from “Eastern Goldfields Limited” to “Eris Gold Limited” with effect from the day on which the Australian Securities and Investments Commission alters the details of the Company’s registration.”

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BY ORDER OF THE BOARD OF DIRECTORS

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Brendon Morton Company Secretary

26 October 2018

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ENTITLEMENT TO ATTEND AND VOTE

You will be entitled to attend and vote at the General Meeting if you are registered as a Shareholder of the Company as at 4:00pm (WST) on 28 November 2018. 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 determining voting entitlements at the General Meeting, to be held by the persons registered as holding the Shares 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 by the Company’s share registry no later than 9.30am (WST) on 28 November 2018, being 48 hours before the time of the Meeting. Any proxy appointment received after that time will not be valid for the scheduled meeting.

Online: At www.investorvote.com.au

By mail: Computershare Investor Services Pty Limited GPO Box 242, Melbourne VIC 3001, Australia; By fax: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) By mobile: Scan the QR Code on your proxy form and follow the prompts Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

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’s share registry at least 48 hours prior to the commencement of the Meeting.

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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 each proposed Resolution as proxy for that Shareholder on a poll.

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.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Meeting preceding this Explanatory Statement. Capitalised terms in this Explanatory Statement and not otherwise defined, are defined in the glossary to the Notice.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice of Meeting, please contact the Company Secretary, Mr Brendon Morton, your stockbroker or other professional adviser.

ORDINARY BUSINESS

1. BACKGROUND TO RESOLUTIONS 1 - 6

1.1 Background to the Recapitalisation

As announced by the Company on 28 September 2018, the Company is undertaking a $75 million recapitalisation process to strengthen the Company’s balance sheet, address the financial impact of the historical issues at the Davyhurst Project and to raise working capital to restart production at the Davyhurst Project (the Recapitalisation ). As part of the Recapitalisation, the Company is:

• (a) seeking to raise at least $75,000,000 through debt conversion, interim financing, equity funding and a mining services solution (the Capital Raising );

• (b) reducing its outstanding debts and strengthen its balance sheet by negotiating settlements with debt providers and trade creditors; and

• (c) undertaking an entitlement offer at the issue price of $0.05 per New Share, with 1 free attaching Option for every 5 New Shares acquired to raise approximately $5.4 million (before Costs) ( Entitlement Offer ).

The Capital Raising will comprise a combination of the following

• (a) the issue of 87,500 secured loan notes which, upon receipt of requisite shareholder approvals, will convert into ordinary shares in the capital of the Company ( Loan Notes ) to raise $8,750,000;

• (b) the conversion of all, or substantially all, of the outstanding amount owing under the Syndicated Facility Agreement (being more than $9,600,000 as at the date of this notice, with further interest accruing) into equity (the Outstanding Amount );

• (c) a placement of a minimum of 738,000,000 Shares ( Placement Shares ) to sophisticated and professional investors at a price of $0.05 per Share with a free attaching Option for every 5 Placement Share acquired to raise a minimum of $36,900,000 (before costs) (the Placement ); and

• (d) a binding agreement with Adaman pursuant to which Adaman has agreed to contribute $20,000,000 in equity to the Company via:

• (i) the issue of $15,000,000 of Shares (at a deemed price of $0.05 per Share) as partial payment for Adaman providing (or procuring the provision of) services to the Company (on a commercial arms-length basis) in respect to core contracting services (open pit mining, underground mining, load and haul, drill and blast, grade control and exploration drilling) on the Davyhurst Project with a total value of at least $37,500,000 (being $15,000,000 payable in equity and $22,500,000 payable in cash);

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• (ii) at Adaman’s election, participating in the Placement to the value of $2,500,000 or providing additional in-kind services of $2,500,000 which (if elected) will bring the in-kind services to $17,500,000 with a total value of the Services of at least $43,750,000 (being $17,500,000 payable in equity and $26,250,000 payable in cash);

• (iii) procuring that Pit N Portal agrees to convert $2,500,000 of outstanding trade debts owed to it by the Company into Shares under the Placement.

Together with the funds to be raised pursuant to the Placement and the Entitlement Offer and existing liabilities which will converted to equity, the Company will have raised a minimum of $75,000,000 in equity through the Recapitalisation.

The Company issued the Loan Notes on 4 October 2018 and has received binding commitments from sophisticated and professional investors to subscribe for up to 763,800,000 Placement Shares to raise up to $38,190,000. It is intended that, subject to the receipt of the applicable Shareholder approvals at the Meeting and satisfaction of any remaining conditions precedent, the conversion of the indebtedness under the Loan Notes and the Syndicated Facility Agreement and the completion of the Placement will occur shortly after the Meeting.

The Company expects to shortly lodge a Prospectus with the Australian Securities and Investments Commission setting out the material information relating to the Entitlement Offer, as well as to facilitate the trading of shares issued under the Placement, the conversion of the indebtedness under the Loan Notes and Syndicated Facility Agreement and shares to be issued on the exercise of the Noteholder Options and Placement Options. A copy of the Prospectus, together with an application form, will be mailed to all eligible shareholders shortly. The Prospectus will also be available on the Company’s website (http://easterngoldfields.com.au/) and on the ASX website.

1.2 Operations and Business of the Company

Current Operational Status

All current operating activities at the Davyhust Project have ceased, including the underground mining at Golden Eagle and all other surface mining activities. The processing activities at the Davyhurst Project have also been placed into temporary suspension.

Non-essential site personnel who were predominantly contract based have been released, with a small team continuing to maintain site security and critical infrastructure. Likewise, the headcount at the corporate office has been reduced to reflect the current situation within the company, whilst maintaining key financial and technical resources.

Current Works Being Undertaken

The remaining management are currently undertaking a strategic review of the Company’s business plan including:

• (a) reviewing the Golden Eagle mine plan to support operations for next two to three years, including the assessment and review of key capital infrastructure and the mine schedule (including a recommencement plan);

• (b) reviewing the Sand King mine plan including, the assessment and review of the mine design and mining schedule;

• (c) undertaking a full review of the processing facility to correct outstanding issues affecting plant performance; and

• (d) preparing a revised financial model taking into account the above, corporate costs, environmental costs, tenement management, exploration activities and business strategy.

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Strategy Following Recapitalisation

In summary, following completion of the Recapitalisation, the Company’s strategy is set out in the below table.

Activity	Approximate Timing
Finalise commercial contracts with service providers	December 2018
Underground drilling program at Gold Eagle to extend northern resource	December 2018
Surface drilling program at Sand King to undertake a grade control program for an expanded open pit	December 2018
Place orders for long lead items associated with ongoing processing plant maintenance, such as new mill liners	December 2018
Targeted recommencement of mining operations	February 2019
Commence pre-strip at Sand King	February 2019
Recommence underground mining	March 2019
Commence repairs to the processing plant	March 2019
Recommence processing operations	May 2019

This timetable is indicative only and is subject to change. This information is being provided as a general guide only and is based on the current intentions of the Company. The timetable is based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Notice, are expected to take place. The Company reserves the right to vary the above dates.

1.3 Summary of the Capital Raising

As announced by the Company on 28 September 2018, the Capital Raising will comprise a combination of the following:

• (a) the issue and conversion of the Loan Notes;

• (b) the conversion of the Outstanding Amount and other liabilities of the Company into Shares;

• (c) completion of the Placement;

• (d) the implementation of the Adaman Transaction; and

• (e) undertaking the Entitlement Offer.

Set out below is a summary of the material terms of each stage of the Capital Raising.

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Loan Notes

As announced to the ASX on 28 September 2018 the Company entered into binding agreements with Hawke’s Point and other lenders (the Noteholders ) to issue 87,500 Loan Notes to the Noteholders to raise $8,750,000 (before costs). The Company issued the Loan Notes on 4 October 2018.

The Loan Notes are secured debt instruments of the Company (comprising a loan from the relevant Noteholder to the Company) and do not carry any rights to conversion into Shares unless and until receipt of Shareholder approval at a general meeting of the Company to (amongst other things) approve the issue of the Shares to be issued upon conversion of the Loan Notes for the purpose of the ASX Listing Rules. Following the receipt of the required shareholder and regulatory approvals (and satisfaction of the other Conditions Precedent to Conversion described below), the Loan Notes are convertible into ordinary shares in the capital of the Company ( Conversion Shares ) in accordance with their terms.

The key terms of the Loan Notes are set out in the below table:

Term	Summary
Face Value	$100
Interest	Accrues daily at 8% per annum.
Security	The Loan Notes will be secured against the assets of the Company by reason of the indebtedness being recognised and brought under the current security package issued by the Company in connection with the Syndicated Facility Agreement.
Conditions Precedent to Conversion	(a) All necessary shareholder approvals being received for the issue of the Conversion Shares, the Noteholder Options and the Company undertaking the Placement. (b) The Company receiving cleared funds from the issue of Placement Shares for an amount not less than $36,900,000. (c) Other standard conditions precedent for an agreement of this nature.
Conversion	The Loan Notes will convert to Ordinary Shares on the date that is two business days after the date on which all conditions precedent to conversion have been satisfied or waived.
Conversion Price	The Conversion Price is $0.05.
Number of Conversion Shares	The number of Conversion Shares to be issued on conversion of the Loan Notes is calculated as follows: A B where: A = the Principal Money of the total number of Loan Notes (including any capitalised interest); and B = the Conversion Price.

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Term	Summary
Noteholder Options	Each Noteholder will be issued one free attaching option for every four Conversion Shares issued to the Noteholder (Noteholder Options). The Noteholder Options will have an exercise price of $0.075 and an expiry date of 4 years after the date on which the Placement is completed.
Redemption	Where the Loan Notes have not been earlier converted, the Loan Notes must be redeemed by cash repayment on the date that is 8 weeks after the issue date of the Loan Notes.
Event of Default	(a) All necessary shareholder approvals for the issue of the Conversion Shares, the Noteholder Options, the Placement Shares and the Placement Options are not received. (b) Other standard events of default for an agreement of this nature.

The receipt of shareholder approval under Resolution 1 will satisfy a key condition precedent to permit the conversion of the Loan Notes and the issue of the Conversion Shares. Accordingly, the Company anticipates that the Conversion Shares will be issued shortly following the Meeting, provided that Resolution 1 is approved.

The Company will issue up to 177,147,945 (including up to 2,147,945 in lieu of interest on the Loan Notes) Shares upon the conversion of the Loan Notes with such conversion satisfying the Company’s obligations with respect to the Loan Notes. The Shares will rank equally in all respects with the Company’s existing Shares. The Company will apply to ASX for quotation of the Shares issued upon the conversion of the Loan Notes.

In connection with the issue of the Loan Notes, each Noteholder is entitled to be issued one free attaching option for every four Shares issued to the Noteholder upon conversion of the Loan Notes. The Noteholder Options will have an exercise price of $0.075 and an expiry date of 4 years after the date on which the Placement is completed. The Company expects to issue up to 44,286,986 Noteholder Options (including 536,986 in relation to Conversion Shares issued in lieu of interest on the Loan Notes) to Noteholders.

Under Resolution 1, the Company is seeking Shareholder approval for:

• (a) the Loan Notes to become convertible in accordance with their terms; and

• (b) the issue of up to 177,147,945 Conversion Shares at a deemed price of $0.05 per Share and 44,286,986 Noteholder Options to the Noteholders, in each case on conversion of the Loan Notes.

Resolution of Outstanding Amount under the Syndicated Facility Agreement

As announced by the Company on 29 August 2018, at the Company’s request, Hawke’s Point agreed to acquire the debt owing by the Company under the Syndicated Facility Agreement with Investec. Specifically, Hawke’s Point agreed to purchase the outstanding debt owed to Investec and agreed to acquire an assignment of the Syndicated Facility Agreement and the associated security documents from Investec. This acquisition completed on 3 September 2018.

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The Company and Hawke’s Point have agreed that at the same time as the conversion of the Loan Notes and subject to the receipt of necessary shareholder approvals, the Outstanding Amount under the Syndicated Facility Agreement will be converted to equity on the same terms as the conversion of the Loan Notes, provided that Hawke’s Point may defer the conversion of up to $2,000,000 of the Outstanding Amount acting reasonably and having regard to the financial position of the Company ( Remaining Amount ). Any subsequent conversion of the Remaining Amount will be on the same terms.

The Company will issue up to 199,810,900 Shares upon the conversion of the Outstanding Amount (including up to 3,715,931 Shares in relation to the portion of the Outstanding Amount attributed to Shares issued in lieu of interest on the Outstanding Amount and 2,500,000 Shares should Hawke’s Point elect to receive payment of the “Extension Fee” under the Syndicated Facility Agreement in Shares). Those Shares will rank equally in all respects with the Company’s existing Shares. The Company will apply to ASX for quotation of the Shares issued upon the conversion of the Outstanding Amount.

In connection with the conversion of the Outstanding Amount, Hawke’s Point is entitled to be issued one free attaching option for every four Shares issued to Hawke’s Point upon conversion of the Outstanding Amount (with the Remaining Amount deemed to have been converted upfront for this calculation). The Options will be issued on the same terms as the Noteholder Options and will be issued at the same time. The Company expects to issue up to approximately 50,256,708 Noteholder Options to Hawke’s Point in connection with the conversion of the Outstanding Amount (including up to 928,983 Noteholder Options in relation to the portion of the Outstanding Amount attributed to Shares issued in lieu of interest on the Outstanding Amount and 625,000 Noteholder Options should Hawke’s Point elect to receive payment of the “Extension Fee” under the Syndicated Facility Agreement in Shares).

At the time of the conversion of all of the Outstanding Amount, or shortly thereafter, the security in favour of Hawke’s Point will be released and discharged.

Under Resolution 2, the Company is seeking Shareholder approval for the issue of up to 199,810,900 Shares and 50,256,708 Noteholder Options to Hawke’s Point on conversion of the Outstanding Amount at a deemed price of $0.05 per Share.

Placement

The issue of the Loan Notes was undertaken as part of a broader capital raising being carried out by the Company, which included the issue of a minimum of 738,000,000 Placement Shares at an issue price of $0.05 per Share with a corresponding 1 for 5 free attaching unlisted option to acquire a Share, by way of a placement to sophisticated and professional investors in order to raise a minimum of $36,900,000.

The Company has received binding commitments from sophisticated and professional investors to subscribe for up to 763,800,000 Placement Shares to raise up to $38,190,000.

In connection with the Placement, Placement Participants are each entitled to be issued one free attaching option for every five Shares issued to that Placement Participant under the Placement. The Placement Options will have an exercise price of $0.10 and an expiry date of 4 years after the date on which the Placement is completed. The Company expects to issue up to approximately 152,760,000 Options to the Placement Participants.

Under Resolution 3, the Company is seeking Shareholder approval for the issue of up to763,800,000 Shares and 152,760,000 Options to the Placement Participants at a deemed price of $0.05 per Share.

As at the date of this Notice, the following key conditions precedent remain to be satisfied in relation to the completion of the Placement and the issue of the Conversion Shares:

• (a) the reconstitution of the board of directors of the Company to include Peter Mansell (as the Chair), Craig Bradshaw, Keith Jones, David Quinlivan and Tony Patrizi;

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• (b) execution of the Master Services Contract by the Company and Adaman;

• (c) the Company completing a due diligence program to the satisfaction of the Lead Managers in respect of the Entitlement Offer;

• (d) the Company has separated legacy related party arrangements with Michael Fotios (or entities controlled by him) in relation to the Company’s offices, personnel, bank accounts and IT systems;

• (e) the ASX not refusing to grant quotation of any Shares issued under the Placement, the conversion of the Loan Notes and the conversion of the Outstanding Amount;

• (f) the ASX not refusing to the reinstatement of the Company’s securities from suspension; and

• (g) the receipt of all necessary shareholder and regulatory approvals.

Adaman Transaction

In connection with the Recapitalisation, the Company has executed a Recapitalisation and Services Deed with Adaman pursuant to which Adaman will:

• (a) provide core contracting services (open pit mining, underground mining, load and haul, drill and blast, grade control and exploration drilling) to the Company on commercial arm’s length terms, with the Company required to issue up to $15 million of Shares to Adaman in lieu of partial payment for the services on the same terms as the Placement; and

• (b) at Adaman’s election, participate in the Placement to the value of $2.5 million or provide additional in-kind services of $2.5 million.

Adaman is a privately-owned resource investment company that was established in 2017 as a turnkey mining solutions provider by the owners of three independent mining services companies, Nathan Mitchell of Mitchell Group, Danny Sweeney of SMS and Mark Rowsthorn of Rivet. Adaman is a stand-alone business with a highly experienced management team, capable of sourcing, acquiring and executing mining projects. It also has the ability to draw on the drilling, mining, logistics and corporate capabilities inherent in the parent companies' core businesses.

Adaman has also partnered with the Company’s existing underground mining contractor, Pit N Portal, in respect of some of the core contracting services to be provided under a master services agreement. In connection with this, Pit N Portal has agreed to convert $2.5 million of outstanding trade debts owed to it by the Company into Shares under the Placement.

The key terms of the Recapitalisation and Services Deed with Adaman are set out below:

Term	Summary
Services	Adaman agrees to provide, or procure to provide, at least $37.5 million (exclusive of GST) of Services, to be provided subject to closing of the Capital Raising, to the Company on commercial arms-length terms.
Term	12 months with the option for Adaman to extend by 2 years subject to performance
In-kind payments	Adaman agrees to invest at least $15 million, but up to $17.5 million, in the Capital Raising pursuant to the Subscription Agreement as in-kind payment for the Services at a deemed price of $0.05 per ordinary share (Service Shares), with a free attaching Placement Option for every 5 ordinary shares issued.

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Term	Summary
Timing of issue of Shares	Subject to the receipt of necessary Shareholder approvals, half of the Shares to be issued to Adaman will be issued to Adman shortly following the Company’s general meeting with a holding lock placed over the securities. The holding lock will be removed progressively upon the provision of services by Adaman and the receipt of the related invoices. Once the holding lock has been entirely removed, the remaining Shares will be progressively issued to Adaman upon the provision of services by Adaman and the receipt of the related invoices. The Company has received a waiver from Listing Rule 7.3.2 to permit the Notice not to state that the second tranche of Shares to be issued to Adaman will be issued no later than three months after the date of the shareholders' meeting.
Pricing	The pricing of individual work packages will be on a case-by-case basis. Where the Company and Adaman are unable to agree on the pricing of the Services, the matter will be referred to an independent technical mining consultant for expert determination.
Participation in Capital Raising	Adaman will participate in the Capital Raising by either (at the election of Adaman): (a) investing $2.5 million in cash under the Placement; or (b) increasing the in-kind services available to the Company under the Adaman Recapitalisation and Services Deed to $17.5 million. Pit N Portal will invest $2.5 million under the Placement by way of setting off outstanding trade debts owed by the Company.
Board Appointment Right	For so long as Adaman holds at least 10% of the shares on issue in the Company, Adaman may nominate one person to be appointed as a director of the Company.

It is currently anticipated that the services to be provided in connection with the Adaman Transaction will relate to:

• (a) the provision of underground mining services at the Golden Eagle underground mine;

• (b) surface mining at the Company’s Sand King open pit;

• (c) haulage and road maintenance in relation to the Sand King development; and

• (d) ROM management and management of the crusher feed at the processing plant.

The Company will issue up to 350,000,000 Shares to Adaman in connection with the Adaman Transaction. Subject to the receipt of necessary Shareholder approvals, 150,000,000 of these Shares will be issued to Adaman shortly following the Meeting with a holding lock placed over the securities. The holding lock will be removed progressively upon the provision of services by Adaman and the receipt of the related invoices. Once the holding lock has been entirely removed, the remaining 200,000,000 Shares, or 175,000,000 Shares if Adaman has elected to invest $2.5 million in the Placement, will be progressively issued to Adaman upon the provision of services by Adaman and the receipt of the related invoices. The Company has received a waiver from Listing Rule 7.3.2 to permit the Notice not to state that the second tranche of Shares to be issued to Adaman will be issued no later than three months after the date of the shareholders' meeting. Under the waiver,

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the Company is permitted to issue the Shares to be issued to Adaman later than three months after the date of the Meeting but by no later than 30 June 2019. If the Company releases an annual, half-year or quarterly report during the period in which Shares are issued or remain to be issued, the periodic reporting must disclose the details of the Shares issued in that reporting period, the number of Shares to be issued and the basis on which they may be issued.

The Shares will rank equally in all respects with the Company’s existing Shares. The Company will apply to ASX for quotation of the Shares issued upon the issue of Shares to Adaman.

In connection with the transaction, Adaman is entitled to be issued one free attaching option for every five Shares issued Adaman in connection with the Adman Transaction. The Options will be issued on the same terms as the Placement Options. The Company expects to issue up to 70,000,000 Options to Adaman.

Under Resolution 4, the Company is seeking Shareholder approval for the issue of up to 350,000,000 Shares and 70,000,000 Options to Adaman at a deemed price of $0.05 per Share.

Entitlement Offer

The Company intends to undertake the Entitlement Offer to raise a further $5.4 million (before costs). The Entitlement Offer will be undertaken on the basis of one new ordinary share in the capital of the Company ( New Share ) for every 7 existing Shares held at the record date, at an issue price of $0.05 per new share, with one free attaching new option for every five New Shares acquired ( New Options ) to raise approximately $5.4 million (before costs). The Entitlement Offer will be non-renounceable and will not be underwritten.

The Company will issue up to approximately 108,826,391 New Shares pursuant to the Entitlement Offer to raise a maximum of approximately $5.4 million (before costs). The New Shares will rank equally in all respects with the Company’s existing Shares. The Company will apply to ASX for quotation of the New Shares.

Each New Option will entitle the holder to subscribe for one Share at an exercise price of $0.10 per New Option. The New Options expire on the date that is 4 years from the date of the completion of the Placement.

Further information regarding the Entitlement Offer, including details of the proposed timetable, will be provided once the Prospectus has been issued by the Company.

Further Debt Conversion

As part of the Recapitalisation, a significant focus of the Company has been the reduction of its outstanding debts and strengthening of its balance sheet. Alongside the Capital Raising, the Company has been in discussions with trade creditors and entered into settlement agreements with a number of creditors which provide for the repayment of approximately $1.2 million by way of issue of Shares.

In connection with the Capital Raising and in the interest of promoting the Recapitalisation, the Company has entered into agreements with certain creditors in settlement of debts owing by the Company as follows:

• (a) as announced on 13 August 2018, the Company entered into a deed of settlement and release with GR Engineering in relation to the claims made by GR Engineering arising under or relating to the contract for the refurbishment of the Davyhurst Processing Plant. The terms of the settlement permitted the Company, at its election, to pay up to $1,000,000 of the settlement sum to GR Engineering by the issue of Shares at an issue price equivalent to the issue price under the Capital Raising;

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• (b) the Company is expecting to enter into a deed of settlement with Seismic pursuant to which the Company may elect to repay debts of up to $100,000 owed to Seismic by the issue of Shares to Seismic at an issue price equivalent to the issue price under the Capital Raising; and

• (c) the Company entered into a deed of settlement with Duratec pursuant to which the Company may elect to repay debts of up to $100,000 owed to Duratec by the issue of Shares to Duratec at an issue price equivalent to the issue price under the Capital Raising.

The settlement agreements referred to in paragraphs (a) – (c) above provide the Company the opportunity to convert debts owed by the Company by issuing Shares at a price of $0.05 per Share. The Company considers that it is in the best interests of the Company to reduce the quantum of the Company’s trade creditor debts by issuing up to a total of 24,000,000 Shares to GR Engineering, Seismic and Duratec.

Under Resolution 6, the Company is seeking Shareholder approval for the issue of up to 24,000,000 Shares to Creditors at a deemed price of $0.05 per Share.

Use of Funds

The Company has agreed to, and intends to use the proceeds of the Capital Raising in accordance with the table below.

Use of funds	Amount
Normalisation of Trade Creditors	≈$25,000,000
Settlement of Legal Matters (including the settlement with GR Engineering)	≈$8,000,000
Loans	≈$10,000,000
CAPEX
Plant & Equipment Capital	≈$5,000,000
Head Office Costs	≈$2,000,000
General Working Capital (including Adaman In-kind Services)	≈$25,000,000
Total	≈$75,000,000

1.4 Board and Governance Changes

As announced by the Company on 29 August 2018, the Company implemented a number of board changes which took effect from 28 August 2018, including:

• (a) the resignation of Mr Michael Fotios as a director and Executive Chairman of the Company; and

• (b) the resignation of Mr Alan Still as a director of the Company.

The Company proposes to restructure the board such that the board will be governed by a majority of independent, non-executive directors. It is proposed that the Company will make the following board changes following completion of the Placement:

• (a) the appointment of Mr Craig Bradshaw as the Managing Director of the Company;

• (b) the continuing appointment of Mr Peter Mansell as the Chairman of the Company;

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• (c) the appointment of Mr David Quinlivan, Mr Keith Jones, Mr Tony Patrizi as non-executive directors of the Company with the board actively looking for a sixth independent non-executive director; and

• (d) the resignation of Mr Campbell Baird and Mr Craig Readhead as directors of the Company.

It is anticipated that the appointments of Mr Bradshaw, Mr Quinlivan and Mr Jones, as well as the resignations of Mr Baird and Mr Readhead, will take effect from the date on which the Placement is completed. The appointment of Mr Patrizi is expected to occur following the satisfaction of all the respective obligations of all parties under the settlement agreement in relation to the dispute between the Company and GR Engineering Services Limited.

1.5 Pro-forma capital structure

The pro forma capital structure of the Company on completion of the Transaction, including the issue of Equity Securities pursuant to resolutions the subject of this Meeting, assuming the issue of the maximum number of Equity Securities the subject of Resolutions 2 – 6 is set out below.

	Number of Shares
Shares on issue at the date of this Notice of Meeting	761,784,738
Maximum number of Shares to be issued upon conversion of Loan Notes (Resolution 1)	177,147,954
Maximum number of Shares to be issued upon conversion of Outstanding Amount (Resolution 2)	199,810,900
Maximum number of Shares to be issued pursuant to the Placement (Resolution 3)	763,800,000
Maximum number of Shares to be issued to Adaman (Resolution 4)	350,000,000
Number of Shares to be issued to Investec (Resolution 5)	6,000,000
Maximum number of Shares to be issued to Creditors (Resolution 6)	24,000,000
Total number of Shares	2,282,543,592
	Number of Options
Options on issue at the date of this Notice of Meeting	226,688,543
Maximum number of Noteholder Options to be issued upon conversion of Loan Notes (Resolution 1)	44,286,986
Maximum number of Noteholder Options to be issued upon conversion of Outstanding Amount (Resolution 2)	50,256,708
Maximum number of Placement Options to be issued pursuant to the Placement (Resolution 3)	152,760,000
Number of Placement Options to be issued to Adaman (Resolution 4)	70,000,000
Total number of Options	543,992,237

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1.6 Control of the Company

Investmet

As at the date of this Notice of Meeting, entities associated with Investmet Limited currently hold approximately 30.56% of the Company’s issued share capital. If all of the share issuances referred to in this Notice of Meeting are approved and issued, the holding of Investmet Limited and its associates will decrease to 10.20% (excluding the impact of any shares issued as a result of exercise of options or participation in the Entitlement Offer by Investmet or any of its associated entities).

Hawke’s Point

If all of the share issuances referred to in this Notice of Meeting are approved and issued, Hawke’s Point will have a shareholding of 19.01% (excluding the impact of any shares issued as a result of exercise of options).

Under the Loan Note and Syndicated Facility Agreement (as amended) Hawke’s Point is not permitted to convert the Loan Notes and the Outstanding Amount to Shares if such conversion would result in Hawke’s Point acquiring a “Relevant Interest” in the Company greater than 19.99% (provided that in such circumstances the Company must as soon as reasonably practicable convene a meeting of the Company’s shareholders to seek approval for such conversion in accordance with Item 7 of Section 611 of the Corporations Act).

The Company does not anticipate that at the time of conversion of the Loan Notes and Outstanding Amount and the issue of Placement Shares to Hawke’s Point, such share issues will result in Hawke’s Point acquiring a “Relevant Interest” in the Company greater than 19.99%. Accordingly, this Notice of Meeting does not seek approval from the Company’s shareholders for Hawke’s Point to acquire a relevant interest in the Company greater than 19.99% for the purpose of Item 7 of Section 611 of the Corporations Act.

Any future acquisition of Shares by Hawke’s Point would be subject to and in accordance with the requirements of Chapter 6 of the Corporations Act (including any relevant exceptions to general prohibition under section 606(1) of the Corporations Act including, for example, any participation by Hawke’s Point in the Entitlement Offer).

Adaman

If all of the share issuances referred to in this Notice of Meeting are approved and issued, Adaman will have a shareholding of 15.34% (excluding the impact of any shares issued as a result of exercise of options).

1.7 Dilution on Issues of Securities

Shareholders should be aware that in the event the Resolutions proposed by the Company at the Meeting are approved, Shareholders will be subject to dilution including by way of;

• (a) the issue of Shares upon conversion of the Loan Notes (Resolution 1);

• (b) the issue of Shares upon conversion of the Outstanding Amount (Resolution 2);

• (c) the issue of Shares pursuant to the Placement (Resolution 3);

• (d) the issue of Shares to Adaman (Resolution 4);

• (e) the issue of Shares to Investec (Resolution 5);

• (f) the issue of Shares to creditors (Resolution 6); and

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• (g) the exercise of the Noteholder Options and Placement Options by the holders of such Options.

The table below illustrates the dilutive effect of the issue of Shares contemplated by the Resolutions contained in this Notice (assuming the conversion or exercise of the Loan Notes, the Noteholder Options and the Placement Options).

Party	Shares issued upon conversion of the Loan Notes and Outstanding Amounts (Resolutions 1 and 2)	Issue A and issue of Placement Shares (Resolution 3)	Issues A and B and Shares issued to Adaman (Resolution 4)*	Issues A and B and C and Shares issued to Investec and Creditors (Resolutions 5 and 6)	Issues A, B, C and D and Shares issued upon exercise of Noteholder and Placement Options
	A	B	C	D	E
Noteholders	376,958,854 (33.10%)	376,958,854 (19.26%)	376,958,854 (16.70%)	376,958,854 (16.48%)	471,502,548 (18.10%)
Placement Participants	0 (0%)	768,300,000 (39.26%)	768,300,000 (34.04%)	768,300,000 (33.59%)	921,060,000 (35.37%)
Adaman1	0 (0%)	50,000,000 (2.55%)	350,000,000 (15.51%)	350,000,000 (15.30%)	420,000,000 (16.13%)
Investec and Creditors	0 (0%)	0 (0%)	0 (0%)	30,000,000 (1.31%)	30,000,000 (1.15%)
Current Shareholders	761,784,738 (66.90%)	761,784,738 (38.92%)	761,784,738 (33.75%)	761,784,738 (33.31%)	761,784,738 (29.25%)
Total fully diluted shares on issue	1,138,743,592 100%	1,957,043,592 100%	2,257,043,592 100%	2,287,043,592 100%	2,604,347,286 100%

• Shareholders should note that only 150,000,000 of the Shares issued to Adaman will be issued upfront and such Shares will be subject to the application of a holding lock. The remaining Shares will be issued as and when services are provided by Adaman as further described in section 1.3 of this Explanatory Statement.

1.8 Advantages of the Recapitalisation and Capital Raising

The Directors are of the view the Recapitalisation and Capital Raising will result in the following non-exhaustive list of advantages, which may be relevant to a Shareholder’s decision on how to vote on the Resolutions the subject of this Notice:

• (a) the issue of Loan Notes to the Noteholders has provided capital to the Company and the conversion of the Loan Notes will substantially assist in the Recapitalisation. This will allow the Company to pay existing creditors and provide for working capital in accordance with the use of funds outlined in section 1.3 above;

• (b) the Company will retain its interest in the Davyhurst Project and will continue to control the project;

1 Assuming Adaman elects to invest $2.5 million in the Placement

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• (c) the completion of the Recapitalisation and the Capital Raising will:

• (i) provide the Company with sufficient working capital to recommence mining and production activities at the Davyhurst Project; and

• (ii) substantially reduce the debt position of the Company, meaning that the Company will be well positioned to transition to becoming a low cost gold producer;

• (d) the provision of at least $15 million, and up to $17.5 million, of in-kind services by Adaman will support near term working capital requirements;

• (e) the Adaman Transaction will facilitate the cut-back of the Sand King deposit, with combined indicated and inferred Mineral Resources of 2.45 Mt @ 3.44g/t Au for ‐

• 271,000 ounces (1g/t cut off) (1.773 Mt of indicated Mineral Resources and 0.680 MT of inferred Mineral Resources);

• (f) in light of the board and governance changes set out in section 1.4 above, going the forward the Company will be governed by a majority of independent, non-executive board members; and

• (g) significant value will be preserved for Shareholders. While the Recapitalisation and Capital Raising may result in the dilution of existing Shareholders, the Directors consider that if the Recapitalisation and Capital Raising does not proceed, the Company is unlikely to be able to source adequate funds to meet its obligations in respect of its current debts and the Company will be forced into administration or liquidation. In such a situation no value is likely to be preserved for existing Shareholders and the return to Shareholders is likely to be nil.

1.9 Disadvantages of the Recapitalisation and Capital Raising

The Directors are of the view the key disadvantage that may be relevant to a Shareholder’s decision on how to vote on Resolutions the subject of this Notice is that the Recapitalisation and Capital Raising may result in diluting the interest of existing Shareholders by as much as 70.73%.

1.10 Plans for the Company if the Transaction is not approved

As noted above, the Company has been undergoing a period of financial difficulty due to current debts owed by the Company. Accordingly, if the Capital Raising does not proceed:

• (a) this will have a significant impact on the Company’s ability to continue to operate;

• (b) the Company’s Shares will remain suspended from trading on ASX; and

• (c) the Company is likely to be forced into administration or liquidation if it cannot source adequate funds to meet its current debt obligations (which the Directors consider to be unlikely).

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1.11 Voting Undertakings and Voting Intention Statements

The Company has received undertakings from Investmet and Delta to vote in favour of the Resolutions as set out in the below table:

Shareholder	Number of Shares	Voting Power*
Investmet	127,188,370	16.7%
Delta	24,406,793	3.2%
Total	151,595,163	19.9%

• Calculated based on the total number of Shares on issue at the date of this notice of meeting

The Company has also been informed by Mr Michael Fotios, Mr Craig Readhead and Mr Alan Still that they each intend to vote, or procure the voting of, any shares in the Company held or controlled by them in favour of the Resolutions. Each of Mr Fotios, Mr Readhead and Mr Still have consented to their statement being included in this Notice.

The Final Director’s interests notice lodged in respect of Mr Fotios, Mr Readhead and Mr Still disclose that:

• (a) Mr Michael Fotios has a relevant interest in 229,716,384 Shares (noting that 151,595,163 of these Shares are subject to the voting undertakings set out above);

• (b) Mr Craig Readhead has a relevant interest in 10,525,134 Shares.

• (c) Mr Alan Still has a relevant interest in 1,800,000 Shares.

1.12 Directors Recommendation

The Directors unanimously recommend the implementation and completion of the Transaction and that Shareholders vote in favour of the Resolutions the subject of this Notice for the reasons given in sections 1.8 and 1.10 above.

2. RESOLUTION 1 – APPROVAL OF LOAN NOTES BECOMING CONVERTIBLE

Background

As set out in section 1.3 of this Explanatory Statement, the Company issued 87,500 Loan Notes to the Noteholders to raise $8,750,000 on 4 October 2018.

Although currently a debt instrument of the Company (comprising a loan from the relevant Noteholder to the Company) following the receipt of requisite shareholder approvals, the Loan Notes will become convertible into Shares. The key terms of the Loan Notes are detailed in section 1.3 of this Explanatory Statement.

Resolution 1 seeks Shareholder approval under Listing Rule 7.1 for:

• (a) the Loan Notes to become convertible in accordance with their terms; and

• (b) the issue of up to 177,147,945 Conversion Shares and 44,286,986 Noteholder Options to the Noteholders on conversion of the Loan Notes at a deemed price of $0.05 per Conversion Share.

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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.

Upon becoming convertible in accordance with their terms, the Loan Notes will be considered an Equity Security by reason of being securities which are convertible into Equity Securities in accordance with their terms. The maximum number of Shares which the Loan Notes (and accrued interest) are capable of being converted into is 177,147,945 and the maximum number of Options to be issued upon conversion of the Loan Notes is 44,286,986. Accordingly, the Company will exceed the 15% placement capacity under Listing Rule 7.1 by reason of the Loan Notes becoming convertible. Resolution 1 therefore seeks Shareholder approval under Listing Rule 7.1 for the Loan Notes to become convertible in accordance with their terms.

Because the Company anticipates that the conversion of the Loan Notes will occur shortly after the receipt of Shareholder approval under Resolution 1, the Company considers it beneficial for Shareholders to also expressly approve the issue of up to 177,147,945 Conversion Shares to the Noteholders on conversion of the Loan Notes at a deemed price of $0.05 per Share.

The securities proposed to be issued, for which approval is sought under Resolution 1, comprise 23.3% of the Company’s fully diluted issued capital (based on the number of Shares on issue as at the date of this Notice).

Information required by Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation to Resolution 1:

• (a) Maximum number of securities to be issued

The maximum number of Shares which the Loan Notes (and accrued interest) are capable of being converted into is 177,147,945 and upon conversion, the Noteholders will be issued up to a maximum of 44,286,986 Noteholder Options.

• (b) Date of issue

The Loan Notes will mandatorily convert into Shares in accordance with their terms following the satisfaction of the conditions to conversion summarised in section 1.3 of this Explanatory Statement.

Conversion Shares and Noteholder Options will be issued as soon as possible following the Meeting, but in any event 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).

The Company expects to issue all of the Shares and Options on the same date, however the exact date of issue is unknown at this stage.

• (c) Issue price

The Loan Notes have a face value of $100.

Upon conversion of the Loan Notes, the Conversion Shares will be issued to Noteholders at a deemed price of $0.05 per Share.

The exercise price of each Noteholder Option will be $0.075. The Noteholder Options are free attaching Options.

• (d) Names of the persons to whom the securities will be issued or the basis on which those persons will be identified

The Loan Notes were, and the Conversion Shares and Noteholder Options will be, issued to the Noteholders (being current shareholders of the Company), none of whom are a Related Party of the Company.

(e) Terms of the securities

The key terms of the Loan Notes are detailed in section 1.3 of this Explanatory Statement.

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Conversion Shares 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 rank equally in all respects with all of the existing ordinary Shares on issue.

The full terms of the Noteholder Options are set out in Schedule 1 of this Explanatory Statement.

The Noteholder Options will be unlisted.

• (f) Use of the funds raised

The funds raised by the Company pursuant to the issue of the Loan Notes will be used for the purposes set out in section 1.3 of this Explanatory Statement.

• (g) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in the Notice of Meeting preceding this Explanatory Statement.

Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 1.

Each of the Directors intends to vote all of the Shares he owns, manages or controls in favour of Resolution 1.

3. RESOLUTION 2 – APPROVAL FOR CONVERSION OF SYNDICATED FACILITY AGREEMENT DEBT

As set out in section 1.3 of this Explanatory Statement, the Company intends to issue up to 199,810,900 Shares and a free attaching Option for every 4 issued Shares, totalling up to 50,256,708 Noteholder Options upon conversion of the Outstanding Amount owed to Hawke’s Point in satisfaction of the Outstanding Amount owed to Hawke’s Point under the Syndicated Facility Agreement.

Resolution 2 seeks Shareholder approval for the issue of up to 199,810,900 Shares at a deemed price of $0.05 per Share and up to 50,256,708 Noteholder Options to Hawke’s Point on conversion of the Outstanding Amount.

Regulatory Requirements

A summary of Listing Rule 7.1 is set out in the Explanatory Statement relating to Resolution 1 above.

The issue of Shares and Options upon conversion of the Outstanding Amount will exceed the Company’s 15% placement capacity under Listing Rule 7.1 and therefore requires Shareholder approval. Resolution 2 therefore seeks Shareholder approval under Listing Rule 7.1 to issue the Shares and Options upon conversion of the Outstanding Amount.

The securities proposed to be issued, for which approval is sought under Resolution 2 comprise 26.1% of the Company’s issued capital (based on the number of Shares on issue as at the date of this Notice).

Information required by Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation to Resolution 2:

• (a) Maximum number of securities to be issued

The Company intends to issue up to 199,810,900 Shares and 50,256,708 Noteholder Options.

• (b) Date of issue

The conversion of the Outstanding Amount will occur at the same time as the conversion of the Loan Notes the subject of Resolution 1, subject to receipt of necessary Shareholder approval under this Resolution 2 and all other relevant Resolutions and any Remaining Amount withheld by Hawke’s Point (see Section 1.3 of the Explanatory Statement).

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The Shares and Options will be issued as soon as possible following the Meeting, but in any event 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).

The Company expects to issue all of the Shares and the Options on the same date, however the exact date of issue is unknown at this stage.

• (c) Issue price

Upon conversion of the Outstanding Amount, the Shares will be issued to Hawke’s Point at a deemed price of $0.05 per Share. The exercise price of each issued Option will be $0.075. The Noteholder Options are free attaching Options.

• (d) Names of the persons to whom the securities will be issued or the basis on which those persons will be identified

The Shares and Options will be issued to Hawke’s Point, who is not a Related Party of the Company.

• (e) Terms of the securities

The Shares 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 rank equally in all respects with all of the existing ordinary Shares on issue.

The Options will be issued on the same terms as the Noteholder Options, the full terms of these Options are set out in Schedule 1 of this Explanatory Statement.

The Options will be unlisted.

• (f) Use of the funds raised

The funds raised by the Company pursuant to the issue of the Loan Notes will be used for the purposes set out in section 1.3 of this Explanatory Statement.

• (g) Voting exclusion statement

A voting exclusion statement for Resolution 2 is included in the Notice of Meeting preceding this Explanatory Statement.

Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 2.

Each of the Directors intends to vote all of the Shares he owns, manages or controls in favour of Resolution 2.

4. RESOLUTION 3 – APPROVAL OF PLACEMENT

Background

As set out in section 1.3 of this Explanatory Statement, the Company entered into the Note Agreement with the Noteholders. The Note Agreement contemplates the issue and conversion of the Loan Notes being undertaken as part of a broader capital raising being carried out by the Company, including the issue of up to 763,800,000 Placement Shares at an issue price of $0.05 per Share with a corresponding 1 for 5 Placement Options, by way of a placement to sophisticated and professional investors in order to raise up to $38.19 million.

Resolution 3 seeks Shareholder approval for the issue of up to 763,800,000 Placement Shares at a price of $0.05 per Share and 152,760,000 Placement Options under the Placement.

Regulatory Requirements

A summary of Listing Rule 7.1 is set out in the Explanatory Statement relating to Resolution 1 above.

The issue of Placement Shares and Placement Options under the Placement will exceed the Company's 15% placement capacity under Listing Rule 7.1 and therefore requires Shareholder approval. Resolution 3 therefore seeks Shareholder approval under Listing Rule 7.1 to issue the Placement Shares and Placement Options under the Placement.

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The securities proposed to be issued, for which approval is sought under Resolution 3, comprise 100.3% of the Company’s fully diluted issued capital (based on the number of Shares on issue as at the date of this Notice).

Information required by Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation to Resolution 3:

(a) Maximum number of securities to be issued

The Company intends to issue up to 763,800,000 Placement Shares and 152,760,000 Placement Options.

(b) Date of issue

The Placement Shares and Placement Options will be issued as soon as possible following the Meeting, but in any event 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).

The Company expects to issue all of the Placement Shares and Placement Options on the same date, however the exact date of issue is unknown at this stage. The issue of Placement Shares and Placement Options is subject to the satisfaction of certain conditions precedent. The conditions precedent which are outstanding as at the date of this notice of meeting are summarised in section 1.3 of the Explanatory Statement.

(c) Issue price

The Placement Shares issued under the Placement will be issued at a price of $0.05 per Share.

The exercise price of each Placement Option will be $0.10. The Placement Options are free attaching Options.

• (d) Names of the persons to whom the Shares and Options will be issued or the basis on which those persons will be identified

The Placement Shares and Placement Options will be issued to sophisticated and professional investors who participate in the Placement (who are not Related Parties of the Company) who have entered into binding commitments to subscribe for the Placement Shares and Placement Options and who are clients of the Lead Managers and otherwise known to the Company.

(e) Terms of the securities

The Placement Shares issued under the Placement and the Shares issued on exercise of the Placement Options are fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with all of the existing ordinary Shares on issue.

The full terms of the Placement Options are set out in Schedule 2 of this Explanatory Statement.

The Company will apply to the ASX for quotation of the Placement Options.

• (f) The intended use of the funds raised

The funds raised by the Company pursuant to the Placement are intended to be used for the purposes set out in section 1.3 of this Explanatory Statement.

• (g) Voting exclusion statement

A voting exclusion statement for Resolution 3 is included in the Notice of Meeting preceding this Explanatory Statement.

Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 3. 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.

Each of the Directors intends to vote all of the Shares he owns, manages or controls in favour of Resolution 3.

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5. RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES TO ADAMAN

Background

As set out in section 1.3 of this Explanatory Statement, the Company has entered into a Recapitalisation and Services Deed with Adaman pursuant to which Adaman has agreed to provide (or procure) in-kind services of $15,000,000 (on a commercial arms-length basis) in respect to core contracting services (open pit mining, underground mining, load and haul, drill and blast, grade control and exploration drilling). Under this arrangement, the Company is must issue up to $15,000,000 worth of shares in lieu of partial payment for services on the terms detailed in section 1.3 of this Explanatory Statement.

Resolution 4 seeks Shareholder approval for the issue of up to 350,000,000 Shares at a price of $0.05 per Share to be issued in lieu of payment for services and based on the timing set out in section 1.3 of this Explanatory Statement. Resolution 4 also seeks Shareholder approval for the issue of up to 87,500,000 Placement Options to Adaman in connection with the issue of those Shares.

Regulatory Requirements

A summary of Listing Rule 7.1 is set out in the Explanatory Statement relating to Resolution 1 above.

The issue of Shares to Adaman will exceed the Company's 15% placement capacity under Listing Rule 7.1 and therefore requires Shareholder approval. Resolution 4 therefore seeks Shareholder approval under Listing Rule 7.1 to issue the Shares to Adaman.

The securities proposed to be issued, for which approval is sought under Resolution 4, comprise 45.9% of the Company’s fully diluted issued capital (based on the number of Shares on issue as at the date of this Notice).

Information required by Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation to Resolution 4:

• (a) Maximum number of securities to be issued

The Company intends to issue up to 350,000,000 Shares and 70,000,000 Placement Options. Adaman may elect to subscribe for 50,000,000 Shares and 10,000,000 Options in the Placement or may elect for the in-kind services to be increased by $2.5 million to $17.5 million.

• (b) Date of issue

150,000,000 Shares and 30,000,000 Placement Options will be issued to Adaman as soon as possible following the Meeting, but in any event 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 will be issued on the same date. The ASX has provided a waiver from listing rule 7.3.2 and accordingly the remainder of the Shares are able to issued at a date later than 3 months after the date of the Meeting but in any event no later than 30 June 2019.

• (c) Issue price

The Shares issued to Adaman will be issued at a price of $0.05 per Share.

The exercise price of each Placement Option will be $0.10. The Placement Options are free attaching Options.

• (d) Names of the persons to whom the Shares and Options will be issued or the basis on which those persons will be identified

The Shares and Options will be issued to Adaman.

• (e) Terms of the securities

The Placement Shares issued under the Placement and the Shares issued on exercise of the Placement Options are fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with all of the existing ordinary Shares on issue.

The full terms of the Placement Options are set out in Schedule 2 of this Explanatory Statement.

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The Company will apply to the ASX for quotation of the Placement Options.

• (f) The intended use of the funds raised

No funds will be raised as the Shares to be issued under Resolution 4 are being issued in lieu of payment for services provided to the Company as detailed in section 1.3 of this Explanatory Statement.

• (g) Voting exclusion statement

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

Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 4.

Each of the Directors intends to vote all of the Shares he owns, manages or controls in favour of Resolution 4.

6. RESOLUTION 5 – APPROVAL OF ISSUE OF SHARES TO FINANCIER

Background

The Company announced on 7 August 2018, 15 August 2018 and 24 August 2018 that it had entered into, and subsequently varied, a standstill agreement with Investec in respect of certain defaults subsisting under the Syndicated Facility Agreement. In connection with the standstill arrangements provided by Investec, the Company agreed to issue $300,000 of fully paid shares to Investec, at an issue price of $0.05.

Resolution 5 seeks Shareholder approval for the issue of up to 6,000,000 Shares to Investec at an issue price of $0.05 per Share in satisfaction of the obligation set out above.

Regulatory Requirements

A summary of Listing Rule 7.1 is set out in the Explanatory Statement relating to Resolution 1 above.

The issue of Shares to Investec will exceed the Company's 15% placement capacity under Listing Rule 7.1 and therefore requires Shareholder approval. Resolution 5 therefore seeks Shareholder approval under Listing Rule 7.1 to issue the Shares to Investec.

The securities proposed to be issued, for which approval is sought under Resolution 5, comprise 0.79% of the Company’s issued capital (based on the number of Shares on issue as at the date of this Notice).

Information required by Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation to Resolution 5:

• (a) Maximum number of securities to be issued

The Company intends to issue up to 6,000,000 Shares.

• (b) Date of issue

• 6,000,000 Shares will be issued to Investec as soon as possible following the Meeting, but in any event 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).

The Company expects to issue all of the Shares on the same date, however the exact date of issue is unknown at this stage.

• (c) Issue price

The Shares issued to Investec will be issued at a deemed price of $0.05 per Share.

• (d) Names of the persons to whom the Shares and Options will be issued or the basis on which those persons will be identified

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The Shares will be issued to Investec, who is not a Related Party of the Company.

(e) Terms of the securities

The Shares issued to Investec 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 rank equally in all respects with all of the existing ordinary Shares on issue.

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

(f) The intended use of the funds raised

No funds will be raised as the Shares to be issued under Resolution 5 will be issued for non-cash consideration for Investec agreeing to standstill on the enforcement of its secured debt.

• (g) Voting exclusion statement

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

Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 5.

Each of the Directors intends to vote all of the Shares he owns, manages or controls in favour of Resolution 5.

7. RESOLUTION 6 – APPROVAL FOR CONVERSION OF DEBT

Background

As set out in section 1.3 of this Explanatory Statement, the Company has entered into agreements with certain creditors in relation to the settlement of debts owing by the Company which provide for the repayment of approximately $1.2 million of the Company’s trade debts by way of issue of Shares on terms equivalent to the Capital Raising.

Resolution 6 seeks Shareholder approval for the issue of up to 24,000,000 Shares at a price of $0.05 per Share to be issued to the Company’s trade creditors in satisfaction of $1.2 million of the Company’s trade debts.

Regulatory Requirements

A summary of Listing Rule 7.1 is set out in the Explanatory Statement relating to Resolution 1 above.

The issue of 24,000,000 Shares to creditors, along with other shares issuances referred to in this Notice, will exceed the Company's 15% placement capacity under Listing Rule 7.1 and therefore requires Shareholder approval. Resolution 6 therefore seeks Shareholder approval under Listing Rule 7.1 to issue the Shares and Options to the Creditors.

The securities proposed to be issued, for which approval is sought under Resolution 6, comprise 3.15% of the Company’s issued capital (based on the number of Shares on issue as at the date of this Notice).

Information required by Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation to Resolution 6:

• (a) Maximum number of securities to be issued

The Company intends to issue up to 24,000,000 Shares.

• (b) Date of issue

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The Shares will be issued as soon as possible following the Meeting, but in any event 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).

The Company expects to issue all of the Shares on the same date, however the exact date of issue is unknown at this stage.

• (c) Issue price

The Shares will be issued to the Creditors for nil consideration, however the deemed issue price of the Shares will be $0.05.

• (d) Names of the persons to whom the Shares and Options will be issued or the basis on which those persons will be identified

The Shares will be issued to the Creditors, being GR Engineering, Seismic and Duratec (none of whom is a Related Party of the Company).

• (e) Terms of the securities

The Shares 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 rank equally in all respects with all of the existing ordinary Shares on issue.

• (f) The intended use of the funds raised

No funds will be raised as the Shares to be issued under Resolution 6 are being issued for reduction in the amounts owed to these creditors. Accordingly, the trade creditor position of the Company will be reduced by $1.2 million following the issue of Shares under Resolution 6.

• (g) Voting exclusion statement

A voting exclusion statement for Resolution 6 is included in the Notice of Meeting preceding this Explanatory Statement.

Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 6.

Each of the Directors intends to vote all of the Shares he owns, manages or controls in favour of Resolution 6.

8. RESOLUTION 7 - APPROVAL TO PARTICIPATE IN PLACEMENT – APPROVAL TO ISSUE SECURITIES TO MR DAVID QUINLIVAN

As set out in section 1.3 of this Explanatory Statement, the Company is proposing to undertake the Placement to raise a minimum of $36,900,000 by the issue of at least 738,000,000 Placement Shares at an issue price of $0.05 per Share with a corresponding 1 for 5 free attaching unlisted option to acquire a Share with an exercise price of $0.10 per Option.

Mr David Quinlivan and/or his Associates wish to participate in the Placement to the extent of a $50,000 investment in the equity of the Company. It is proposed that the following number of Shares and Options will be issued to David Quinlivan and/or their Associates:

• (a) 1,000,000 Placement Shares at a price of $0.05 per Share; and

• (b) 200,000 Placement Options.

Mr David Quinlivan is a Related Party of the Company by virtue of being proposed to become a Director. Accordingly, Resolution 7 seeks Shareholder approval for the issue of Placement Shares and Placement Options to David Quinlivan and/or their Associates and to permit their participating in the Placement.

Regulatory Requirements

Listing Rule 10.11 provides that, unless a specified exception applies, a Company must not issue or agree to issue securities to a Related Party without the approval of ordinary shareholders.

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As such, Shareholder approval is sought under Listing Rule 10.11 as Resolution 7 proposes the issue of securities to Mr David Quinlivan, a Related Party of the Company as outlined above.

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

Approval is not being sought under Chapter 2E of the Corporations Act in this Resolution 7 as the nature of the issue by the Company to David Quinlivan is being made on an arm’s length basis in accordance with section 210 of the Corporations Act, as the Placement Shares and Placement Options to be issued to David Quinlivan will be issued on the same terms as the Placement Shares and Placement Options issued to non-Related Party investors participating in the Placement.

Information required by Listing Rule 10.13

In compliance with the information requirements of Listing Rule 10.13, Shareholders are advised of the following information in relation to Resolution 7:

• (a) Name of person to receive securities

The Shares and Options will be issued to David Quinlivan and/or his Associates. David Quinlivan is a Related Party of the Company by virtue of being a proposed Director.

• (b) Maximum number of securities to be issued

The Company intends to issue 1,000,000 Placement Shares and 200,000 Placement Options.

(c) Date of issue and allotment

The Shares and Options to be issued pursuant to Resolution 7 will be issued on a date no later than 1 month after the date of the Meeting. The Company expects to issue all of the Placement Shares and Placement Options on the same date, however the exact date of issue is unknown at this stage.

(d) Relationship with the Company

The Shares are proposed to be issued to David Quinlivan and/or his Associates. As outlined above, David Quinlivan is a Related Party of the Company by virtue of being a proposed Director.

• (e) Issue price

The Placement Shares will be issued at a price of $0.05 per Share. The exercise price of each Placement Option will be $0.10. The Placement Options are free attaching Options.

• (f) Terms of issue

The Placement Shares 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 rank equally in all respects with all of the existing ordinary Shares on issue.

The full terms of the Placement Options are set out in Schedule 2 of this Explanatory Statement.

The Company will apply to the ASX for quotation of the Placement Options.

• (g) Intended use of the funds raised

The funds raised by the Company pursuant to the Placement are intended to be used for the purposes set out in section 1.3 of this Explanatory Statement.

• (h) Voting exclusion statement

A voting exclusion statement for Resolution 7 is included in the Notice of Meeting preceding this Explanatory Statement.

Board Recommendation

The Board recommends that Shareholders approve Resolution 7.

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9. RESOLUTION 8 – APPROVAL TO PARTICIPATE IN PLACEMENT – APPROVAL TO ISSUE SECURITIES TO MR PETER MANSELL

As set out in section 1.3 of this Explanatory Statement, the Company is proposing to undertake the Placement to raise a minimum of $36,900,000 by the issue of at least 738,000,000 Placement Shares at an issue price of $0.05 per Share with a corresponding 1 for 5 free attaching unlisted option to acquire a Share with an exercise price of $0.10 per Option.

Mr Peter Mansell and/or his Associates wish to participate in the Placement to the extent of a $150,000 investment in the equity of the Company. It is proposed that the following number of Shares and Options will be issued to Peter Mansell and/or their Associates:

• (a) 3,000,000 Placement Shares at a price of $0.05 per Share; and

• (b) 600,000 Placement Options.

Mr Peter Mansell is a Related Party of the Company by virtue of being a Director. Accordingly, Resolution 8 seeks Shareholder approval for the issue of Placement Shares and Placement Options to Peter Mansell and/or his Associates and to permit their participating in the Placement.

Regulatory Requirements

Listing Rule 10.11 provides that, unless a specified exception applies, a Company must not issue or agree to issue securities to a Related Party without the approval of ordinary shareholders.

As such, Shareholder approval is sought under Listing Rule 10.11 as Resolution 8 proposes the issue of securities to Mr Peter Mansell, a Related Party of the Company as outlined above.

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

Approval is not being sought under Chapter 2E of the Corporations Act in this Resolution 8 as the nature of the issue by the Company to Mr Mansell is being made on an arm’s length basis in accordance with section 210 of the Corporations Act, as the Placement Shares and Placement Options to be issued to Peter Mansell will be issued on the same terms as the Placement Shares and Placement Options issued to non-Related Party investors participating in the Placement.

Information required by Listing Rule 10.13

In compliance with the information requirements of Listing Rule 10.13, Shareholders are advised of the following information in relation to Resolution 8:

• (a) Name of person to receive securities

The Shares and Options will be issued to Peter Mansell and/or his Associates. Mr Mansell is a Related Party of the Company by virtue of being a Director.

• (b) Maximum number of securities to be issued

The Company intends to issue 3,000,000 Placement Shares and 600,000 Placement Options.

• (c) Date of issue and allotment

The Shares and Options to be issued pursuant to Resolution 8 will be issued on a date no later than 1 month after the date of the Meeting. The Company expects to issue all of the Placement Shares and Placement Options on the same date, however the exact date of issue is unknown at this stage.

• (d) Relationship with the Company

The Shares are proposed to be issued to Mr Mansell and/or his Associates. As outlined above, Mr Mansell is a Related Party of the Company by virtue of being a Director.

• (e) Issue price

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The Placement Shares will be issued at a price of $0.05 per Share. The exercise price of each Placement Option will be $0.10. The Placement Options are free attaching Options.

• (f) Terms of issue

The Placement Shares 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 rank equally in all respects with all of the existing ordinary Shares on issue.

The full terms of the Placement Options are set out in Schedule 2of this Explanatory Statement.

The Company will apply to the ASX for quotation of the Placement Options.

• (g) Intended use of the funds raised

The funds raised by the Company pursuant to the Placement are intended to be used for the purposes set out in section 1.3 of this Explanatory Statement.

• (h) Voting exclusion statement

A voting exclusion statement for Resolution 8 is included in the Notice of Meeting preceding this Explanatory Statement.

Board Recommendation

The Board, other than Mr Peter Mansell, who has a material personal interest in Resolution 8, recommends that Shareholders approve Resolution 8.

10. RESOLUTION 9 - APPROVAL TO PARTICIPATE IN PLACEMENT – APPROVAL TO ISSUE SECURITIES TO MR KEITH JONES

As set out in section 1.3 of this Explanatory Statement, the Company is proposing to undertake the Placement to raise a minimum of $36,900,000 by the issue of at least 738,000,000 Placement Shares at an issue price of $0.05 per Share with a corresponding 1 for 5 free attaching unlisted option to acquire a Share with an exercise price of $0.10 per Option.

Mr Keith Jones and/or his Associates wish to participate in the Placement to the extent of a $50,000 investment in the equity of the Company. It is proposed that the following number of Shares and Options will be issued to Mr Jones and/or his Associates:

• (a) 1,000,000 Placement Shares at a price of $0.05 per Share; and

• (b) 200,000 Placement Options.

Mr Keith Jones is a Related Party of the Company by virtue of being a proposed Director. Accordingly, Resolution 9 seeks Shareholder approval for the issue of Placement Shares and Placement Options to Mr Jones and/or his Associates and to permit their participating in the Placement.

Regulatory Requirements

Listing Rule 10.11 provides that, unless a specified exception applies, a Company must not issue or agree to issue securities to a Related Party without the approval of ordinary shareholders.

As such, Shareholder approval is sought under Listing Rule 10.11 as Resolution 9 proposes the issue of securities to Mr Keith Jones, a Related Party of the Company as outlined above.

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

Approval is not being sought under Chapter 2E of the Corporations Act in this Resolution 8 as the nature of the issue by the Company to Keith Jones is being made on an arm’s length basis in accordance with section 210 of the Corporations Act, as the Placement Shares and Placement Options to be issued to Keith Jones will be issued on the same terms as the Placement Shares and Placement Options issued to non-Related Party investors participating in the Placement.

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Information required by Listing Rule 10.13

In compliance with the information requirements of Listing Rule 10.13, Shareholders are advised of the following information in relation to Resolution 9:

• (a) Name of person to receive securities

The Shares and Options will be issued to Mr Jones and/or his Associates. Keith Jones is a Related Party of the Company by virtue of being a proposed Director.

(b) Maximum number of securities to be issued

The Company intends to issue 1,000,000 Placement Shares and 200,000 Placement Options.

(c) Date of issue and allotment

The Shares and Options to be issued pursuant to Resolution 9 will be issued on a date no later than 1 month after the date of the Meeting. The Company expects to issue all of the Placement Shares and Placement Options on the same date, however the exact date of issue is unknown at this stage.

(d) Relationship with the Company

The Shares are proposed to be issued to Mr Jones and/or his Associates. As outlined above, Mr Jones is a Related Party of the Company by virtue of being a proposed Director.

• (e) Issue price

The Placement Shares will be issued at a price of $0.05 per Share. The exercise price of each Placement Option will be $0.10. The Placement Options are free attaching Options.

• (f) Terms of issue

The Placement Shares 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 rank equally in all respects with all of the existing ordinary Shares on issue.

The full terms of the Placement Options are set out in Schedule 2of this Explanatory Statement.

The Company will apply to the ASX for quotation of the Placement Options.

• (g) Intended use of the funds raised

The funds raised by the Company pursuant to the Placement are intended to be used for the purposes set out in section 1.3 of this Explanatory Statement.

• (h) Voting exclusion statement

A voting exclusion statement for Resolution 9 is included in the Notice of Meeting preceding this Explanatory Statement.

Board Recommendation

The Board recommends that Shareholders approve Resolution 9.

11. RESOLUTION 10 - APPROVAL TO ISSUE OPTIONS UNDER OPTION PLAN TO MR CRAIG BRADSHAW

At the General Meeting of the Company held on 19 December 2017, Shareholders of the Company approved the re-adoption of the Company’s Employee Option Plan ( Option Plan ). The Employee Option Plan was established by the Company in order to:

• (a) reward employees of the Company;

• (b) assist in the retention and motivation of employees of the Company; and

• (c) provide an incentive to employees of the Company to grow shareholder value by providing them with an opportunity to receive an ownership interest in the Company.

In the pursuit of these principles, the Option Plan provides that Directors, executives and other employees may be offered the opportunity to be granted Options.

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The Option Plan is designed to provide incentives to the employees and Directors of the Company and to recognise their contribution to the Company’s success. Under the current circumstances the Directors consider that the Option Plan is a cost effective and efficient incentive for the Company as opposed to alternative forms of incentives such as increased cash based remuneration. To enable the Company to secure employees and Directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Option Plan is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain shareholdings in the Company.

As Directors of the Company may receive securities in the Company under the Option Plan, prior shareholder approval will therefore be required before a Director or Related Party of the Company can participate in an issue of Options under the Option Plan.

Accordingly, Shareholders are being asked to approve Resolution 10 to allow Options to be issued under the Option Plan to Mr Craig Bradshaw, as set out below.

The Board has determined that the grant of Options under the Option Plan to Mr Craig Bradshaw is an appropriate form of long term incentive based remuneration. The Board considers that, as the Company’s proposed Managing Director, Craig Bradshaw is essential to the operation of the Company’s ongoing business.

Accordingly, the Company is proposing, subject to obtaining Shareholder approval, to issue Options under the Option Plan up to a maximum of 30,000,000 Options to Mr Craig Bradshaw. The performance hurdles for the vesting of the Options are as follows:

• (a) 15 million nil exercise price options which will vest upon the production of 100,000oz of gold from date of Mr Craig Bradshaw’s appointment; and

• (b) 15 million nil exercise price options which will vest upon the production target of 200,000oz of gold from date of Mr Craig Bradshaw’s appointment.

In determining the remuneration packages of Mr Craig Bradshaw, including this proposed issue of Options, the Board considered the scope of his role, the business challenges facing the Company and market practice for the remuneration of executive officers in positions of similar responsibility.

On overview of the terms of the Option Plan is included at Schedule 3 of this Explanatory Statement.

Regulatory Requirements

Resolution 10 seeks Shareholder approval in order to comply with the requirements of Listing Rule 10.14.

Listing Rule 10.14 provides that a company must not issue securities to a director of the company under an employee incentive scheme unless the issue has been approved by holders of Ordinary Securities. If approval is given by Shareholder under Listing Rule 10.14, separate Shareholder approval is not required under Listing Rule 10.11 (which provides a restriction against issuing securities to directors without shareholder approval) or Listing Rule 7.1.

Under Resolution 10 the Company seeks approval from Shareholders for the issue of 30,000,000 Options to Mr Craig Bradshaw.

Information required by Listing Rule 10.15

In compliance with the information requirements of Listing Rule 10.15 for the purposes of approval under Listing Rule 10.14, Shareholders are advised of the following information:

• (a) Relationship with the Company

The Options are proposed to be issued to Mr Craig Bradshaw, who is a proposed Director and is therefore a related party of the Company.

• (b) Maximum number of securities to be issued

The Company intends to issue up to a maximum of 30,000,000 Options to Craig Bradshaw pursuant to the Option Plan. Each Option issued under the Option Plan is exercisable at nil exercise price.

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The exercise price of an Option may be paid using the Cashless Exercise Facility (see item 5 of Schedule 3 for further details).

(c) Issue price

Each Option will be granted under the Option Plan for nil consideration.

(d) Previous issues of securities

The Company has not previously issued any securities under the Option Plan since the Option Plan’s most recent approval on 19 December 2017.

(e) Eligible persons

All Directors, senior executives, employees, contractors, or consultants of the Company or an associated body corporate are eligible to participate in the Option Plan.

(f) Voting exclusion statements

A voting exclusion statement for Resolutions 10 is included in the Notice of Meeting preceding this Explanatory Statement.

• (g) Loans in relation to acquisition of Options

No loans are being provided by the Company for the acquisition of Options under the Option Plan.

• (h) Issue date

The latest date that the Company will issue Options under Resolution 10 will be no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules).

The Company expects to issue all of the Options on the same date, however the exact date of issue is unknown at this stage.

Corporations Act

Chapter 2E of the Corporations Act regulates the provision of “financial benefits” to “related parties” by a public company. Chapter 2E prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

• (b) prior shareholder approval is obtained to the giving of the financial benefit.

A “related party” is widely defined under the Corporations Act, and includes the directors of the company under section 228 of the Corporations Act. As such, the Directors of the Company are related parties of the Company for the purposes of section 208 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. 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.

The issue of the Options under Resolution 10 therefore constitutes the provision of a financial benefit to a related party.

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 Options under the Option Plan to Mr Craig Bradshaw constitutes “reasonable remuneration” within the meaning of section 211 of the Corporations Act and therefore Shareholder approval is not required pursuant to section 208 of the Corporations Act for the giving of the financial benefit to the Craig Bradshaw constituted by the issue of the Options the subject of this Resolution 10.

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Board recommendation

The Directors, other than Mr Craig Bradshaw who has a material personal interest in Resolution 10, recommend that Shareholders vote in favour of Resolution 10 on the basis that the grant of Options will allow the Company to incentivise Mr Craig Bradshaw by aligning his interests with that of the Company, as well as preserving the Company’s capital reserves.

12. RESOLUTION 11 - APPROVAL FOR CHANGE OF COMPANY NAME

Section 157(1) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 11 seeks approval of the Shareholders of the Company to change its name from “Eastern Goldfields Limited” to “Eris Gold Limited”.

The Board considers that the proposed change of name is appropriate and in the best interests of the Company. The Board considers that the change of name will allow the Company to rebrand itself in order to reflect the significant changes that the Company has recently undergone in connection with the Capital Raising, which include:

• (a) the Company’s substantial Recapitalisation, as outlined in section 1.1 of this Explanatory Statement; and

• (b) the significant changes the Company has undergone at Board level, as outlined in section 1.4 of this Explanatory Statement.

The Company considers that the proposed name change will reflect the Company’s potential growth and presents an opportunity to better endorse the Company to the wider investment community.

If Shareholders approve Resolution 11, the change of name will take effect from the day on which ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 11 is passed, the Company will lodge a copy of the special resolution with ASIC on completion of the meeting in order to effect the change.

In connection with the change of name, the Company will also change its ASX code from EGS to ERI, subject to approval from the ASX.

Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 11.

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GLOSSARY

Adaman means collectively Adaman Resources Pty Ltd ACN 620 314 007.

Adaman Transaction means the transaction described in section 1.3 of the Explanatory Statement.

Associate has the meaning given to that term in the Listing Rules or the Corporations Act (as the context requires).

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

Board means the current board of directors of the Company.

Capital Raising has the meaning given to that term in section 1.1 of the Explanatory Statement.

Chair or Chairman means the chair of the Meeting.

Company means Eastern Goldfields Limited ACN 100 038 266.

Constitution means the Company’s constitution.

Conversion Shares has the meaning given to that term in section 1.3 of the Explanatory Statement.

Corporations Act means the Corporations Act 2001 (Cth).

Creditors means GR Engineering, Seismic and Duratec.

Davyhurst Project means the Company’s gold mining project located approximately 120 kilometres northwest of Kalgoorlie, Western Australia.

Directors mean the current directors of the Company.

Duratec means Duratec Australia Pty Ltd ACN 141 614 075.

Entitlement Offer has the meaning given to that term in section 1.1 of the Explanatory Statement.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice.

GR Engineering means GR Engineering Services Limited.

Hawke’s Point means Hawke’s Point Holdings I Limited.

Investec means Investec Plc and its Australian Agent Investec Australia Limited.

KMP means the key management personnel of the Company and has the meaning given to that term in the Corporations Act.

Listing Rules means the Listing Rules of ASX as amended from time to time.

Loan Notes has the meaning given to that term in section 1.1 of the Explanatory Statement.

Meeting or General Meeting means the general meeting convened by this Notice of General Meeting.

New Options means the Options issued as free attaching options in connection with the Entitlement Offer.

New Share means a fully paid ordinary share in the capital of the Company to be issued pursuant to the Entitlement Offer.

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

Noteholder Options means Options with the terms set out in Schedule 1 to this Notice.

Option means an option to acquire a Share.

Option Plan has the meaning given to that term in section 11 of the Explanatory Statement.

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

Outstanding Amount has the meaning given to that term in section 1.1 of the Explanatory Statement.

Placement has the meaning given to that term in section 1.1 of the Explanatory Statement.

Placement Options means Options with the terms set out in Schedule 2 to this Notice.

Placement Shares has the meaning given to that term in section 1.1 of the Explanatory Statement.

Pit N’ Portal means Pit N Portal Mining Services Pty Ltd ACN 116 432 814.

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Prospectus means the prospectus to be lodged by the Company with ASIC under section 713 of the Corporations Act.

Proxy Form means the proxy form accompanying the Notice.

Recapitalisation has the meaning given to that term in section 1.1 of the Explanatory Statement.

Related Party has the meaning given to that term in the Corporations Act.

Remaining Amount has the meaning given to that term in section 1.3 of the Explanatory Statement.

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

Seismic means Seismic Drilling Services Pty Ltd.

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

Shareholder means a holder of a Share.

Syndicated Facility Agreement means the Syndicated Facility Agreement dated 1 February 2017 between the Company, Investec (as Lender and Security Trustee) as transferred to Hawke’s Point (as Lender) and Hawke’s Point Holdings II Limited (as Security Trustee) pursuant to a LMA Trade Confirmation dated 28 August 2018 (and as subsequently amended).

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

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Schedule 1 - TERMS OF NOTEHOLDER OPTIONS

The following terms and conditions apply to the Noteholder Options (an Option ):

• (a) Each Option will give the holder the right, but not the obligation, to subscribe for one ordinary fully paid share in the capital of the Company (a Share) in accordance with the terms set out in this Schedule 1.

• (b) The exercise price, being the amount payable on exercise of an Option, is $0.075.

• (c) Each Option is exercisable within the exercise period after the issue of Shares under the Placement ( Closing ) and prior to the forty-eighth month anniversary of the Closing ( Expiry Date ). Any Options not exercised before the Expiry Date will automatically lapse.

• (d) An Option may be exercised by the holder at any time and from time to time up until the Expiry Date subject to the holder duly completing, executing and delivering to the Company an exercise notice in the form attached as Exhibit A hereto and giving the Company 3 Business Days' written notice of its intention to exercise a specified number of Options on a proposed exercise date, and:

• (i) the Company must issue the Shares on the exercise date;

• (ii) all Shares issued will be issued as fully paid and free from any securities, liens, charges, encumbrances, pre-emption and ranking in full for all voting rights, dividends and other distributions;

• (iii) the Company must apply to the ASX for official quotation of the Shares at its own cost and as soon as practicable after the exercise of an Option; and

• (iv) upon the quotation of the Shares issued pursuant to the exercise of the Options, the Company must give at the election of the holder, a CHESS holding statement or issuersponsored holding statement in respect of the Shares.

• (e) There will be no participating entitlements inherent in the Options to participate in new issues of capital that may be offered to Shareholders during the currency of the Options unless the holder exercises the option before the record date for the issue. Prior to any new pro-rata issue of securities to shareholders, holders of Options will be notified by the Company in accordance with the requirements of the ASX Listing Rules.

• (f) If the Company proceeds with a bonus issue of securities, the number of Shares over which the Options are exercisable shall be increased by the number of Shares that the option holders would have received if the Options had been exercised before the record date for the bonus issue.

• (g) In the event of a reconstruction, including the consolidation, subdivision, reduction or return of issued capital of the Company prior to the Expiry Date, all rights of a holder are to be changed in a manner consistent with the ASX Listing Rules.

• (h) If there is a pro rata issue (other than a bonus issue), the exercise price of the Options shall be adjusted in the manner provided for in the ASX Listing Rules (including ASX Listing Rule 6.22 as at the date of these option terms).

• (i) Other than as required or permitted under the ASX Listing Rules, there is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

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• (j) Shares allotted pursuant to an exercise of Options will rank, from the date of allotment, in all respects equally with existing Shares.

• (k) An option does not confer any rights to dividends.

• (l) In accordance with the ASX Listing Rules, the Company will apply for, and take all action necessary to procure, official quotation of all Shares issued and allotted pursuant to an exercise of Options immediately after the Company receives notice of the exercise of Options.

• (m) The Company must take all action necessary (including, without limitation, the issuance of a notice under section 708A(5)(E) of the Corporations Act, the issuance of a prospectus under Chapter 6D of the Corporations Act or obtaining exemptions from or modifications to the Corporations Act from ASIC) to ensure that an offer of the Shares issued on exercise of an Option for sale will not require disclosure under section 707(3) of the Corporations Act.

• (n) The Options shall be freely assignable and transferable without the Company's consent, subject to the provisions of Chapter 6D of the Corporations Act and applicable securities laws.

• (o) The terms and conditions of the Options are governed by the laws of Western Australia.

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Schedule 2- TERMS OF PLACEMENT OPTIONS

The following terms and conditions apply to the Placement Options (an Option ):

• (a) Each Option will give the holder the right, but not the obligation, to subscribe for one ordinary fully paid share in the capital of the Company (a Share) in accordance with the terms set out in this Schedule 1 .

• (b) The exercise price, being the amount payable on exercise of an Option, is $0.10.

• (c) Each Option is exercisable within the exercise period after the issue of Shares under the Placement ( Closing ) and prior to the forty-eighth month anniversary of the Closing ( Expiry Date ). Any Options not exercised before the Expiry Date will automatically lapse.

• (d) An Option may be exercised by the holder at any time and from time to time up until the Expiry Date subject to the holder duly completing, executing and delivering to the Company an exercise notice in the form attached as Exhibit A hereto and giving the Company 3 Business Days' written notice of its intention to exercise a specified number of Options on a proposed exercise date, and:

• (i) the Company must issue the Shares on the exercise date;

• (ii) all Shares issued will be issued as fully paid and free from any securities, liens, charges, encumbrances, pre-emption and ranking in full for all voting rights, dividends and other distributions;

• (iii) the Company must apply to the ASX for official quotation of the Shares at its own cost and as soon as practicable after the exercise of an Option; and

• (iv) upon the quotation of the Shares issued pursuant to the exercise of the Options, the Company must give at the election of the holder, a CHESS holding statement or issuersponsored holding statement in respect of the Shares.

• (e) There will be no participating entitlements inherent in the Options to participate in new issues of capital that may be offered to Shareholders during the currency of the Options unless the holder exercises the option before the record date for the issue. Prior to any new pro-rata issue of securities to shareholders, holders of Options will be notified by the Company in accordance with the requirements of the ASX Listing Rules.

• (f) If the Company proceeds with a bonus issue of securities, the number of Shares over which the Options are exercisable shall be increased by the number of Shares that the option holders would have received if the Options had been exercised before the record date for the bonus issue.

• (g) In the event of a reconstruction, including the consolidation, subdivision, reduction or return of issued capital of the Company prior to the Expiry Date, all rights of a holder are to be changed in a manner consistent with the ASX Listing Rules.

• (h) If there is a pro rata issue (other than a bonus issue), the exercise price of the Options shall be adjusted in the manner provided for in the ASX Listing Rules (including ASX Listing Rule 6.22 as at the date of these option terms).

• (i) Other than as required or permitted under the ASX Listing Rules, there is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

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• (j) Shares allotted pursuant to an exercise of Options will rank, from the date of allotment, in all respects equally with existing Shares.

• (k) An option does not confer any rights to dividends.

• (l) In accordance with the ASX Listing Rules, the Company will apply for, and take all action necessary to procure, official quotation of all Options issued.

• (m) In accordance with the ASX Listing Rules, the Company will apply for, and take all action necessary to procure, official quotation of all Shares issued and allotted pursuant to an exercise of Options immediately after the Company receives notice of the exercise of Options.

• (n) The Company must take all action necessary (including, without limitation, the issuance of a notice under section 708A(5)(E) of the Corporations Act, the issuance of a prospectus under Chapter 6D of the Corporations Act or obtaining exemptions from or modifications to the Corporations Act from ASIC) to ensure that an offer of the Shares issued on exercise of an Option for sale will not require disclosure under section 707(3) of the Corporations Act.

• (o) The Options shall be freely assignable and transferable without the Company's consent, subject to the provisions of Chapter 6D of the Corporations Act and applicable securities laws.

• (p) The terms and conditions of the Options are governed by the laws of Western Australia.

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Schedule 3 - Summary of Employee Option Plan

1. Eligibility

The Board may, in its absolute discretion, invite an eligible employee to participate in the Option Plan. An eligible employee includes a director, senior executive or employee of the Company or an associated body corporate of the Company.

2.

Terms of Options

• (a) Each Option will be granted to eligible employees under the Option Plan for nil consideration.

• (b) Each Option will entitle its holder to subscribe for and be issued, one fully paid ordinary share in the capital of the Company (upon vesting and exercise of that Option).

• (c) Options will not be listed for quotation on the ASX, however, the Company will apply for official quotation of the Shares issued upon the exercise of any vested Options.

• (d) The grant date and expiry date of an Option shall be as determined by the Board when an offer to participate in the Option Plan is made.

• (e) The exercise price of an Option shall be as determined by the Board when an offer to participate in the Option Plan is made.

• (f) A participant is not entitled to participate in or receive any dividend or other Shareholder benefits until its Options have vested and been exercised and Shares have been allocated to the participant as a result of the exercise of those Options.

• (g) There are no participating rights or entitlements inherent in the Options and participants will not be entitled to participate in new issues of securities offered to Shareholders of the Company during the currency of the Options.

• (h) Following the issue of Shares following exercise of vested Options, participants will be entitled to exercise all rights of a Shareholder attaching to the Shares, subject to any disposal restrictions advised to the participant at the time of the grant of the Options.

3. Performance conditions

When granting Options, the Board may make their vesting conditional on the satisfaction of a performance condition within a specified period. The Board may at any time waive or change a performance condition or performance period in accordance with the Option Plan rules if the Board (acting reasonably) considers it appropriate to do so.

4. Vesting

The Options will vest following satisfaction of the performance conditions or such other date as determined by the Board in its discretion.

Subject to the Option Plan rules, the Board may declare that all or a specified number of any unvested Options granted to a participant which have not lapsed immediately vest if, in the opinion of the Board a change of control in relation to the Company has occurred, or is likely to occur, having regard to the participant’s pro rata performance in relation to the applicable performance conditions up to that date.

Subject to the Option Plan rules, the Board may in its absolute discretion, declare the vesting of an Option where the Company is wound up or passes a resolution to dispose of its main undertaking.

If there is any internal reconstruction or acquisition of the Company which does not involve a significant change in the identity of the ultimate Shareholders of the Company, the Board may declare in its sole discretion whether and to what extent Options, which have not vested by the day the reconstruction takes place, will vest.

5. Cashless Exercise Facility

Participants may, at their election, elect to pay the exercise price for an Option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the participant will receive Shares to the value of the surplus after the exercise price has been set off.

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If a Participant elects to use the Cashless Exercise Facility, the participant will only be issued that number of Shares equivalent in value to the number of Options exercised using the Cashless Exercise Facility, multiplied by the excess of the Share price on the exercise date (determined as the volume weighted average price of Shares on the ASX over the one week up to and including the exercise date) over the exercise price.

6.

Disposal restrictions

A participant may not transfer an Option granted under the Option Plan without the prior consent of the Board.

7.

Overriding restrictions

No issue or allocation of Options and/or Shares will be made to the extent that it would contravene the Constitution, Listing Rules, the Corporations Act or any other applicable law.

8.

Lapse

• (a) An Option will immediately lapse upon the first to occur of:

• (i) its expiry date;

• (ii) the performance condition(s) (if any) not being satisfied prior to the end of the performance period(s);

• (iii) the transfer or purported transfer of the Option in breach of the Option Plan rules;

• (iv) if the Option has not vested, the day that is 30 days following the date the participant voluntarily or for a bona fide reason ceases to be employed or engaged by the Company or an associated body corporate;

• (v) termination of the participant’s employment or engagement with the Company or an associated body corporate for cause; or

• (vi) 6 months after an event which gives rise to a vesting under the Option Plan rules.

• (b) Where a participant ceases to be employed or engaged by the Company or an associated body corporate by reason of their death, disability, bona fide redundancy, and the Options have vested, they will remain exercisable by that participant’s estate or legal representative until the Options lapse in accordance with the Option Plan rules or if they have not vested, the Board will determine as soon as reasonably practicable after the date the participant ceases to be employed or engaged, how many (if any) of those participant’s Options will be deemed to have vested and will be exercisable by that participant’s estate or legal representative.

9.

Participation Rights or Entitlements

There are no participating rights or entitlements inherent in the Options and participants will not be entitled to participate in new issues of securities offered to shareholders during the currency of the Options. However, the Company must give notice to the holders of Options of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules so as to give participants the opportunity to exercise their Options before the date for determining entitlements to participate in any issue.

10. Reorganisation of Share Capital

In the event of a reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the participant shall be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

11. Bonus Issues

If, from time to time, before the expiry of the Options the Company makes a pro rata issue of Shares to Shareholders for no consideration, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the participant would have received if the Option had been exercised before the date for calculating entitlements to the pro rata issue.

12. Pro Rata Issues

There will be no change to the exercise price of the Option or the number of Shares over which the Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to the holders of Shares in the Company (other than bonus issue).

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13. Other conditions

An Option may only be granted if, immediately following its grant, the Company has reasonable grounds to believe that the number of Shares that have been or may be issued in any of the following circumstances will not exceed 5% of the total number of issued Shares in that class of the Company at the time the Option is granted:

• (a) Shares that may be issued under the offer;

• (b) Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

• (i) an employee incentive scheme covered by ASIC Class Order [CO 14/1000] or ASIC Class Order [CO 03/184]; or

• (ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme.

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ABN 69 100 038 266

Lodge your vote:

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Online:

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Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com For all enquiries call: (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000 Proxy Form - General Meeting XX Vote online • Go to www.investorvote.com.au or scan the QR Code with your mobile device.  • Follow the instructions on the secure website to vote. Your access information that you will need to vote: Control Number: 182321 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.  For your vote to be effective it must be received by 9:30am (WST) Wednesday, 28 November 2018 How to Vote on Items of Business Signing Instructions for Postal Forms All your securities will be voted in accordance with your directions. Individual: Where the holding is in one name, the securityholder must sign. Appointment of Proxy Joint Holding: Where the holding is in more than one name, all of Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign. marking one of the boxes opposite each item of business. If you do Power of Attorney: If you have not already lodged the Power of not mark a box your proxy may vote or abstain as they choose (to Attorney with the registry, please attach a certified photocopy of the the extent permitted by law). If you mark more than one box on an Power of Attorney to this form when you return it. item your vote will be invalid on that item. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that Voting a portion of your holding: Indicate a portion of your person. If the company (pursuant to section 204A of the Corporations voting rights by inserting the percentage or number of securities Act 2001) does not have a Company Secretary, a Sole Director can you wish to vote in the For, Against or Abstain box or boxes. The also sign alone. Otherwise this form must be signed by a Director sum of the votes cast must not exceed your voting entitlement or jointly with either another Director or a Company Secretary. Please 100%. sign in the appropriate place to indicate the office held. Delete titles

• Go to www.investorvote.com.au or scan the QR Code with your mobile device. • Follow the instructions on the secure website to vote. Your access information that you will need to vote: Control Number: 182321 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.  For your vote to be effective it must be received by 9:30am (WST) Wednesday, 28 November 2018 How to Vote on Items of Business Signing Instructions for Postal Forms All your securities will be voted in accordance with your directions. Individual: Where the holding is in one name, the securityholder must sign. Appointment of Proxy Joint Holding: Where the holding is in more than one name, all of Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign. marking one of the boxes opposite each item of business. If you do Power of Attorney: If you have not already lodged the Power of not mark a box your proxy may vote or abstain as they choose (to Attorney with the registry, please attach a certified photocopy of the the extent permitted by law). If you mark more than one box on an Power of Attorney to this form when you return it. item your vote will be invalid on that item. Companies: Where the company has a Sole Director who is also

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Eastern Goldfields Limited hereby appoint

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the Chairman  PLEASE NOTE: Leave this box blank if
OR you have selected the Chairman of the
of the Meeting Meeting. Do not insert your own name(s).
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, and
to the extent permitted by law, as the proxy sees fit) at the General Meeting of Eastern Goldfields Limited to be held at Ernst & Young, 11
Mounts Bay Road, Perth, Western Australia on Friday, 30 November 2018 at 9:30am (WST) and at any adjournment or postponement of that
Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of
the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our
proxy on Resolution 10 (except where I/we have indicated a different voting intention below) even though Resolution 10 is connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from
voting on Resolution 10 by marking the appropriate box in step 2 below.
STEP 2 Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
Resolution 1 Approval of Loan Resolution 8 Participation in
Notes becoming Placement –
convertible approval to issue
securities to Mr.
Resolution 2 Approval for Peter Mansell
conversion of
Syndicated Facility Resolution 9 Participation in
Agreement debt Placement –
approval to issue
Resolution 3 Approval of securities to Mr.
Placement Keith Jones
Resolution 4 Approval of issue of Resolution 10 Approval to issue
securities to Adaman Options under
Option Plan to Mr.
Resolution 5 Approval of issue of Craig Bradshaw
Shares to Financier
Resolution 11 Approval for change
Resolution 6 Approval for of Company Name
conversion of debt
Resolution 7 Participation in
Placement –
approval to issue
securities to Mr.
David Quinlivan
For Against Abstain For Against Abstain
SAMPLE
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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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