PAINCHEK LTD — AGM Information 2015

Oct 28, 2015

MINQUEST LIMITED

ACN 146 035 127

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

TIME : 11.00 am (Western Standard time) DATE : Monday, 30 November 2015 PLACE : The Celtic Club 48 Ord Street West Perth WA

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 7) 3511 6570

MinQuest Limited ACN 146 035 127

Notice of Annual General Meeting

CORPORATE DIRECTORY

Directors	David DeLoub (Non Executive Chairman)
	Jeremy Read (Managing Director)
	Adam Davey
	Paul Niardone
Secretary	Stephen Kelly
Registered Office	Suite 1, 47 Park Road
	Milton QLD 4064
ABN	21 146 035 127
Auditors	HLB Mann Judd (WA Partnership)
Legal Advisers	GRT Lawyers
	Level 2, 400 Queen Street
	Brisbane Queensland 4000
Share Registry	Boardroom Pty Limited
	GPO Box 3993
	Sydney NSW 2001

MinQuest Limited ACN 146 035 127 Notice of Annual General Meeting

CONTENTS PAGE

Business of the Meeting (setting out the proposed Resolutions)	5
Explanatory Memorandum (explaining the proposed Resolutions)	9
Glossary	27
Schedule 1 – Issues of Equity Securities since November 2014	29
Schedule 2 – Terms of Shares	32
Proxy Form	33
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00 am (Western Standard time) on Monday, 30 November 2015 at The Celtic Club, 48 Ord Street West Perth WA 6005.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important. The Directors of MinQuest Limited encourage you to vote by proxy or in person at the Annual General Meeting,

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 11:00 am (Western Standard time) on Saturday, 28 November 2015.

VOTING IN PERSON

To vote in person, attend the Annual 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 by the time and in accordance with the instructions set out on the Proxy Form.

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

• each Shareholder has a right to appoint a proxy;

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

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

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

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

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

If you choose to appoint a proxy, you are strongly encouraged to direct your proxy how to vote on the Resolutions by marking either For , Against or Abstain on the voting form for each Resolution.

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BUSINESS OF THE MEETING

AGENDA

Financial Statements and Reports

To receive and consider the Annual Financial Report of the Company for the financial year ended 30 June 2015 together with the declaration of the Directors, the directors’ report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

• “ That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report forming part of the Company’s 2015 Annual Financial Report be adopted. ”

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

Voting Exclusion:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

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

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

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

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

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

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

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

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

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

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the 10% Placement Capacity and a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed and any of their Associates, unless it is cast:

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

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

3 . RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PAUL NIARDONE

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

“That, in accordance with the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Paul Niardone, a Director, retires by rotation and being eligible is re-elected as a Director.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution 3 by Mr Paul Niardone and any of his Associates, unless it is cast:

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

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

4. RESOLUTION 4 – APPROVAL TO ISSUE SUCCESS FEE SHARES TO Non-related ORESEARCH SHAREHOLDER

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,772,096 shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Chris Doornbos (or his nominee) and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 - APPROVAL TO ISSUE SUCCESS FEE SHARES TO RELATED PARTY ORESEARCH SHAREHOLDER – MR JEREMY READ

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 7,541,928 shares to Mr

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Jeremy Read (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Jeremy Read (or his nominee) and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 - APPROVAL TO ISSUE SUCCESS FEE SHARES TO RELATED PARTY ORESEARCH SHAREHOLDER – MR ADAM DAVEY

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 3,772,096 shares to Mr Adam Davey (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Adam Davey (or his nominee) and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 - APPROVAL TO ISSUE SUCCESS FEE SHARES TO RELATED PARTY ORESEARCH SHAREHOLDER – TRINDIS PTY LTD

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 7,541,928 shares to Trindis Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Trindis Pty Ltd (or its nominee) and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF 1,000,000 SHARES UNDER ASX LISTING RULE 7.1

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,001 Shares on the terms and conditions set out in the Explanatory Memorandum.”

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by On Time Taxis Pty Ltd and any associates of that entity. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – ISSUE OF SHARES TO GOLDEN PREDATOR LIMITED

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares when multiplied by the issue price is equal to C$50,000 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 10 – CHANGE OF AUDITOR

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

“That, the resignation of the present auditors HLB Mann Judd is accepted and the appointment of BDO is approved.”

DATED: 23 OCTOBER 2015 BY ORDER OF THE BOARD

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STEPHEN KELLY COMPANY SECRETARY

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice and has been prepared for Shareholders in connection with the Meeting. It provides information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions contained in the Notice.

The Notice, Explanatory Memorandum and Proxy Form are collectively referred to as the Meeting Materials. The Meeting Materials are all important documents that should be read carefully and in their entirety before Shareholders make a decision on how to vote at the Meeting.

This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions. If you are in doubt as to how to deal with the information contained in this Explanatory Memorandum, you are encouraged to seek advice from your accountant, solicitor or other professional adviser prior to taking any action.

Capitalised terms used in this Explanatory Memorandum are defined in the Glossary.

This Explanatory Memorandum is dated 23 October 2015.

RESPONSIBILITY FOR INFORMATION

The information contained in this Explanatory Memorandum has been prepared by the Company and is the responsibility of the Company.

A copy of this Notice and Explanatory Memorandum has been lodged with the ASX pursuant to the Listing Rules. Neither ASX, nor any of its officers take any responsibility for the contents of these documents.

FORWARD LOOKING STATEMENTS

Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views only as of the date of this Explanatory Memorandum. While the Company considers that the expectations reflected in the forward looking statements are reasonable, neither the Company, nor any other person, gives any representation, assurance or guarantee, that the occurrence of an event express or implied in any forward looking statements in this Explanatory Memorandum will actually occur.

THE RESOLUTIONS

At this Annual General Meeting, Shareholders will be asked to vote on Resolutions relating to:

• Resolution 1 – Adoption of Remuneration Report;

• Resolution 2 – Approval of Additional 10% Placement Capacity;

• • Resolution 3 – Re-election of Mr Paul Niardone as a Director;

• Resolution 4 – Approval to Issue Success Fee Shares to Oresearch Shareholders;

• Resolution 5 – Approval to Issue Success Fee Shares to Related Party Oresearch Shareholder – Mr Jeremy Read;

• Resolution 6 – Approval to Issue Success Fee Shares to Related Party Oresearch Shareholder – Mr Adam Davey;

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• Resolution 7 – Approval to Issue Success Fee Shares to Related Party Oresearch Shareholder – Trindis Pty Ltd;

• Resolution 8 - Ratification of prior issue of 1,000,001 shares under ASX Listing Rule 7.1;

• Resolution 9 – Issue of shares to Golden Predator Limited; and

• Resolution 10 – Change of auditor.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2015 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s Annual Financial Report to Shareholders unless specifically requested to do so. The Company’s Annual Financial Report is available on its website at www.minquest.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the Annual Financial Report of the Company for a financial year.

The Chair of the meeting must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the Remuneration Report at the annual general meeting.

The Remuneration Report, which is part of the Annual Financial Report, has been sent to Shareholders who have made an election to receive the Annual Financial Report. Copies of the Annual Financial Report are available by contacting the Company’s Share Registry or downloading a copy from the Company’s website www.minquest.com.au

2.2 Two Strikes

If 25% or more of votes that are cast on this non-binding Resolution are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of these AGMs on a resolution ( Spill Resolution ) that another meeting be held within 90 days ( Spill Meeting ), at which:

• (a) all of the Company’s Directors (other than the Managing Director) cease to hold office immediately before the end of the Spill Meeting; and

• (b) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting will be put to the vote at the Spill Meeting.

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The approval threshold for the Spill Resolution is 50% or more of votes that are cast on the resolution.

At the 2014 AGM, Shareholders voted in favour of the Remuneration Report, and no first ‘strike’ was recorded by the Company.

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ) without using the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $3,045,967 as at 23 October 2015.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. Resolution 2 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 2 for it to be passed. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).

On 24 July 2015, the Company utilised its 10% Placement Capacity approved by Shareholders at the last Annual General Meeting held on 28 November 2014 via the issue of 22,500,000 Shares at an issue price of $0.02 per Share to an existing substantial Shareholder and sophisticated investor to raise $450,000. The Shares were issued as follows:

• (a) 7,035,625 Shares without prior Shareholder approval out of its 15% annual placement capacity under ASX Listing Rule 7.1; and

• (b) 15,464,375 Shares without prior Shareholder approval out of its 10% annual placement capacity under ASX Listing Rule 7.1A.

The funds raised from the issue were used to facilitate the advancement of the Company’s exploration projects and for working capital purposes as detailed in the Company’s Notice of Extraordinary General Meeting for the Meeting held on 7 October 2015. Shareholders ratified the issue at that Meeting under ASX Listing Rule 7.4 to allow the Company to include 22,500,000 shares issued pursuant to ASX Listing Rule 7.1A to be included in variable “A” in the formula in ASX Listing Rule 7.1 and 7.1A2 detailed in 3.1 below. Further details of the issue and use of funds is set out in Schedule 1.

3.1 ASX Listing Rule 7.1A

(a) Period

An approval under ASX Listing Rule 7.1A must be for a period commencing on the date of the Annual General Meeting at which the approval is obtained and expiring on the first to occur of the following:

• (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or

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• (ii) the date of the approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 or 11.2.

(b) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an Annual General Meeting.

(c)

Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue 2 classes of Equity Securities, being Shares and Options.

(d) Formula for calculating 10% Placement Capacity

Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an AGM may issue or agree to issue, during the 12 month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

• plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• plus the number of partly paid shares that became fully paid in the previous 12 months;

• plus the number of Shares issued in the previous 12 months with approval of Shareholders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without Shareholder approval; and

• less the number of Shares cancelled in the previous 12 months.

• D is 10%.

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

(e)

Listing Rule 7.1 and Listing Rule 7.1A

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

At the date of this Notice, the Company has on issue 203,064,511 Shares. The Company therefore has a capacity to issue:

• (i) 30,459,677 Equity Securities under Listing Rule 7.1; and

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(ii) 20,306,451 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3(c) below).

3.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 2:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 3.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid), ( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 2 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Table 1 – Potential dilutionary impact of Resolution 2

Number of Shares on Issue (Variable 'A' in ASX Listing Rule 7.1A2)		Dilution	Dilution
	Issue Price (per Share)	$0.011	$0.022	$0.033
		(50% decrease in issue price)	(issue price)	(50% increase in issue price)
203,064,511	Shares issued - 10% voting dilution	20,306,451 Shares	20,306,451 Shares	20,306,451 Shares
(Current Variable "'A')	Funds Raised	$223,371	$446,742	$670,113
304,596,767	Shares issued - 10% voting dilution	30,459,677 Shares	30,459,677 Shares	30,459,677 Shares
(50% increase in Variable 'A')*	Funds Raised	$335,056	$670,113	$1,005,169
406,129,022	Shares issued - 10% voting dilution	40,612,902 Shares	40,612,902 Shares	40,612,902 Shares
(100% increase in Variable 'A')*	Funds Raised	$446,742	$893,484	$1,340,226

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above is based on the following assumptions:

1. There are currently 203,064,511 Shares on issue as at the date of this Notice of Meeting.

2. The current issue price set out above is the closing price of the Shares on the ASX on 8 October 2015, being $0.022.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company issued 15,464,375 Equity Securities under ASX Listing Rule 7.1A on 24 July 2015 without Shareholder approval pursuant to approval of the 10% Placement Capacity approved by Shareholder at the 2014 AGM held on 28 November 2014. This issue was ratified by Shareholders at an Extraordinary General Meeting held on 7 October 2015. Accordingly, the base figure variable “A” used in the calculation above includes the 15,464,375 Equity Securities previously issued under ASX Listing Rule 7.1A.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

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1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

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

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

Shareholders should note that there is a risk that:

• (iii) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (iv) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (d)

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the continuation and acceleration of exploration on the Company’s Coober Pedy, the Marg or Fyre Lake project and general working capital; or

• (ii) as non-cash consideration for the acquisition of new resource projects, assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

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

(e)

Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

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• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resource projects, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resource projects, assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A and disclosure required by ASX Listing Rule 7.3A.6

The Company has previously obtained approval from Shareholders pursuant to ASX Listing Rule 7.1A at its General Meeting held on 28 November 2014.

In accordance with ASX Listing Rule 7.3A.6, the Company makes the following disclosure:

• (i) during the period preceding the date of the Meeting, the Company issued 15,464,375 Equity Securities pursuant to ASX Listing Rule 7.1A on 24 July 2015 at an issue price of $0.02 per share to an existing substantial Shareholder and sophisticated investor. The funds raised of $309,287 from this issue have been fully utilised by the Company to pay for costs associated with the Company’s bid to purchase the Wolverine zinc mine and for general corporate costs;

• (ii) this issue was ratified by Shareholders at the Company’s General Meeting held on 7 October 2015; and

• (iii) the Company issued a further 112,064,892 Shares during the 12 month period preceding this Notice, which represents approximately 136% of the total diluted number of Equity Securities on issue in the Company (the total Equity Securities as at 28 November 2014 is 82,535,244 which comprised 75,535,244 Shares on issue and 7,000,000 Options).

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 1.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and

• (ii) the information required by ASX Listing Rule 3.10.5A for release to the market.

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3.3 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 2.

3.4 Directors Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PAUL NIARDONE

In accordance with ASX Listing Rule 14.4 and clause 11.10 of the Company’s Constitution, a Director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. The Company’s Constitution also requires that any Director appointed during the year as an addition to the Board must offer himself or herself for election at the Company’s next annual general meeting. A Director who retires in accordance with these requirements is eligible for re-election.

Accordingly, Mr Paul Niardone, having been appointed on 12 November 2014 will retire in accordance with clause 11.10 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Mr Niardone is currently the CEO of the Ausnet Group, a real estate and financial services group of companies with $2 billion of property sales and a $1 billion loan book. Paul was also the Executive Director and founder of Professional Public Relations (WA), the largest PR and communications firm in Western Australia, and was the founding Chairman of Bellevue Resources Limited.

Mr Niardone has experience in marketing, investor relations and strategic planning in both the public and private sectors. He has been a member of the Australian Marketing Institute, the Institute of Management Consultants and the Institute of Company Directors.

The Board has considered Mr Niardone’s independence and considers that he is an independent Director.

4.1 Directors Recommendation

The Directors (except Mr Paul Niardone) support the re-election of Paul Niardone and recommend that Shareholders vote in favour of Resolution 3.

5. RESOLUTIONS 4 TO 7 – APPROVAL TO ISSUE SUCCESS FEE SHARES TO ORESEARCH SHAREHOLDERS

5.1

General

On 29 September 2014, the Company’s shareholders approved a transaction pursuant to which the Company acquired Oresearch Limited ( Oresearch ) in accordance with the terms of the acquisition agreement entered ( Oresearch Agreement ). The acquisition of Oresearch settled on 29 September 2014 ( Settlement Date ).

Under the terms of the Oresearch Agreement, the Company agreed to pay a success fee (to be paid in Shares) to the former shareholders of Oresearch ( Oresearch Shareholders ) if any or all of them were successful in securing an interest in an additional project for the Company within six (6) months of the Settlement Date of the Oresearch Acquisition ( Success Fee ).

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On 17 March 2015, the Company announced that it had entered into a farm-in joint venture agreement (with effect on 26 February 2015) with Golden Predator Corp. ( Golden Predator ) pursuant to which MinQuest acquired rights to earn up to a 75% interest in the Marg Project located in the central part of the Yukon Territory, Canada ( Marg Agreement ).

It is noted that:

• (i) the date of the Marg Agreement is within six months of the Settlement Date for the Oresearch Acquisition; and

• (ii) MinQuest has secured the interest in the Marg Project through the efforts of the Oresearch Shareholders, in particular, the Company’s Managing Director, Mr Jeremy Read and Mr Chris Doornbos.

The Company has sought advice from its lawyers who have confirmed the Success Fee is due in accordance with the terms of the Oresearch Agreement.

5.2 Calculating the Success Fee

The Success Fee was agreed to be paid via the issue of Shares in MinQuest.

Under the terms of the Oresearch Agreement, the Success Fee is to be calculated and issued on the following basis:

• (a) Total Success Fee = 5% of the agreed purchase price of the project(s);

A total of C$8,500,000 in cash payments, share issues and expenditure commitments is to be incurred as consideration for acquisition of the 75% interest in the Marg Project under the Marg Agreement.

5% of C$8,500,000 is C$425,000.

• (b) The issue price of the Success Fee Shares will be the volume weighted average price of Shares calculated over the 5 trading days immediately prior to the date of issue of the Success Fee Shares. Subsequent to 30 September 2014, the Company and the Oresearch Shareholders have agreed to a variation of the Oresearch Agreement to the effect that the issue price of the Success Fee Shares is to be the greater of $0.02 per share or the will be the volume weighted average price of Shares calculated over the 5 trading days immediately prior to the date of issue of the Success Fee Shares ( Issue Price );

(c) The Company is to issue that number of Shares to the Oresearch Shareholders (or their nominees), pro-rata to their proportionate holding at the effective date of the Oresearch Agreement in accordance with the following formula:

Number of Success Fee Shares = (Total Success Fee/Issue Price) x Respective proportionate holding (%)

The Oresearch Shareholders have subsequently agreed that no Success Fee Shares were to be allocated to M & S Super Investments Pty Ltd and that the Success Fee Shares were to be allocated to Mr Jeremy Read, Mr Adam Davey, Trindis Pty Ltd and Mr Chris Doornbos pro-rata to their proportionate holding at the effective date of the Oresearch Agreement. Details of the number of Shares each party is to be issued is specified in the relevant Resolution and further below.

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• (d) The Success Fee Shares will be subject to a voluntary escrow period of six (6) months from their date of issue, or such other period as imposed in accordance with the ASX Listing Rules.

Resolution 4 seeks Shareholder Approval for the issue of up to 3,772,096 Shares to the non related party Oresearch Shareholder (or its nominee) in consideration of the Success Fee. The effect of Resolution 4 will be to allow the Company to issue the Success Fee Shares to the non-related party Oresearch Shareholder during the period of 3 months after the Meeting without using the Company’s 15% annual placement capacity.

Pursuant to the Oresearch Agreement, the Company has agreed, subject to obtaining Shareholder approval and satisfaction of the relevant conditions precedent, to issue Success Fee shares to related parties as follows:

• (a) Up to 7,541,928 Success Fee Shares to Mr Jeremy Read (or his nominee);

• (b) Up to 3,772,096 Success Fee Shares to Mr Adam Davey (or his nominee); and

• (c) Up to 7,541,928 Success Fee Shares to Trindis (or its nominee).

Mr Jeremy Read and Mr Adam Davey are related parties of the Company by virtue of being directors of the Company and Trindis is a related party of the Company by virtue of being entities controlled by Mr Paul Niardone, a director of the Company.

The issue of the Success Fee Shares to the Related Parties are the subject of Resolutions 5 to 7.

5.3 ASX Listing Rule 7.1

Resolution 4 seeks Shareholder approval for the issue of 3,772,096 Success Fee Shares to the non- related party Oresearch Shareholder.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 4 will be to allow the Company to issue the Shares the subject of Resolution 4 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

If Shareholders do not approve Resolution 4, the Company may still issue the Success Fee shares to the non-related party Oresearch Shareholder but will be required to utilise the Company’s 15% annual placement capacity under Listing Rule 7.1.

5.4 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

• (i) the maximum number of Shares to be issued is 3,772,096;

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• (ii) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (iii) the Shares will be issued for nil cash consideration as they will be issued in consideration for the Success Fee;

• (iv) the Shares will be issued to the Mr Chris Doornbos or his nominee:

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

• (vi) no funds will be raised from the issue as the Shares are being issued in consideration for the Oresearch Acquisition.

5.5 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of Success Fee Shares constitutes giving a financial benefit and:

• (a) Mr Jeremy Read and Mr Adam Davey are related parties of the Company by virtue of being directors of the Company; and

• (b) Trindis Pty Ltd ( Trindis ) is a related party by virtue of being an entity controlled by Mr Paul Niardone who is a director of the Company.

Mr Jeremy Read, Mr Adam Davey, and Trindis are together referred to as the Related Parties .

The current Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required for the issue of Success Fee Shares to the Related Parties, as the giving of the financial benefit is considered to be on arm’s length terms for the following reasons:

• (a) The Success Fee Shares will be issued to the Related Parties on the same terms as Consideration Shares to be issued to the non-related party Oresearch Shareholder.

• (b) The Oresearch Agreement was negotiated on an arm’s length basis by the then Board of the Company as previously constituted prior to settlement of the Oresearch Acquisition;

• (c) The number of Success Fee Shares to be issued is to be determined by reference to the purchase price of the Marg Project as per the Marg Agreement with Golden Predator, a non related party, and the five day

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VWAP of the Company’s Share for period immediately before the issue of the Success Fee Shares.

5.6 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As noted in section 5.3 Mr Read and Mr Davey are directors of the Company. Accordingly, separate Shareholder approval is required for the issue of the Success Fee Shares to Mr Read and Mr Davey.

As noted in section 5.3 above, Mr Paul Niardone is a director of the Company. Accordingly, separate Shareholder approval is required for the issue of the Success Fee Shares to Trindis, as an entity controlled by a director of the Company.

The issue of Success Fee Shares to the Related Parties is the subject of Resolutions 5 to 7 of this Notice of Meeting.

5.7 TECHNICAL INFORMATION REQUIRED BY ASX LISTING RULE 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 5 to 7:

• (a) the Success Fee Shares will be issued to Mr Jeremy Read, Mr Adam Davey and Trindis Pty Ltd (or their respective nominees);

• (b) the maximum number of Success Fee Shares to be issued is:

• (i) up to 7,541,928 Success Fee Shares to Mr Jeremy Read (or his nominee);

• (ii) up to 3,772,096 Success Fee Shares to Mr Adam Davey (or his nominee); and

• (iii) up to 7,541,928 Success Fee Shares to Trindis Pty Ltd (or its nominee).

• (c) the Success Fee Shares will be issued to the Related Parties in accordance with their terms (as detailed in section 5.1 of this Explanatory Memorandum), and in any event no later than 3 months after the date of the Meeting;

• (d) the Success Fee Shares will be issued for nil cash consideration as they will be issued in consideration for the Success Fee;

• (e) no funds will be raised from the issue as the Success Fee Shares are being issued in consideration for the Success Fee; and

• (f) the Success Fee Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Success Fee Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Success Fee Shares to the Related Parties (or

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their respective nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

5.8 POTENTIAL DILUTIONARY IMPACT OF SUCCESS FEE SHARES

As the exact number of shares to be issued is not known until the issue date, Table 2 below sets out some worked examples to illustrate the potential dilutionary impact of the Success Fee Shares to be approved under Resolutions 4 to 7, based on different issue prices and currency conversion rates.

Table 2 – Dilutionary Impact of Resolutions 4 to 7 based on estimated pricing scenarios

Currency Conversion rate variable1	Currency Conversion rate variable1	Equivalent AUD value of C$ 425,000		Issue Priceper Share Variable(AUD)1	Issue Priceper Share Variable(AUD)1	Issue Priceper Share Variable(AUD)1	Issue Priceper Share Variable(AUD)1
			Agreed lowest price for issue of Success Fee Shares ($0.02 per Share)	% of Shares on issue _(undiluted)2 _	Current Issue Price ($0.022 per Share)	% of Shares on issue (undiluted )2	50% increase to Current Issue Price ($0.033 per Share)	% of Shares on issue (undiluted)2
5% decline in C$:AUD conversion rate	0.8921	A$476,830	23,818,998	12%	21,653,635	11%	14,435,756	7%
Current C$:AUD conversion rate	0.9391	A$452,561	22,628,048	11%	20,570,953	10%	13,713,969	7%
5% increase in C$:AUD conversion rate	0.9861	A$431,010	21,550,522	12%	19,591,384	10%	13,060,922	6%

Notes

1The actual number of shares to be issued is to be calculated by reference to both the prevailing currency conversion rate and the 5 day VWAP of the Shares calculated over the 5 day trading period immediately prior to the issue date. Details of the calculation are provided above. The current C$: AS currency exchange rate and current issue price per share are calculated as at close of trade on 8 October 2015.

2The dilutionary impact is calculated by reference to the Company's current issued Shares as at the date of this Notice of Meeting of 203,564,011 Shares and on the basis that no Options are exercised and no other securities are issued.

5.9 Director’s Recommendation

Mr David DeLoub being the only Director who will not obtain a benefit if the Success Fee Shares are approved by shareholders recommends that Shareholders vote in favour of Resolutions 4 to 7.

6. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF 1,000,001 SHARES

6.1 General

On 8 October 2015, the Company issued 1,000,001 Shares as consideration for a financing fee charged in relation to a short term loan taken out by the Company to fund the payment of a refundable deposit paid for the proposed purchase of the Wolverine zinc project.

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

ASX Listing Rule 7.1 prohibits the Company (subject to certain exceptions such as pro-rata issues) from issuing or agreeing to issue equity securities (such as Shares

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and Options) representing more than 15% of the Company’s total issued securities, during a rolling 12 month period, without Shareholder approval ( 15% Threshold ).

Listing Rule 7.4 allows an issue of equity securities, for which Shareholder approval was not first obtained, to not be counted towards the 15% Threshold when Shareholder approval for that issue is subsequently obtained.

That is, Listing Rule 7.4 permits an issue of Shares to be approved retrospectively. It provides that an issue of securities is treated as having been made with shareholder approval if ASX Listing Rule 7.1 was not breached at the time the securities were issued and Shareholders subsequently approve (ratify) the issue. The Company did not breach Listing Rule 7.1 at the time the Shares were issued and now seeks Shareholder approval for the issue of the Shares.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• a) 1,000,001 Shares were issued;

• b) the Shares were issued at a price of $0.02 per share;

• c) the Shares issued were all fully paid ordinary shares in the capital of the Company and issued on the same terms and conditions as the Company’s existing Shares;

• d) the Shares were issued to On Time Taxis Pty Ltd as described in Schedule 1 ;and

• e) No funds were raised through the issue of the shares as they were issued as consideration for a financing fee charged in relation to a short term loan taken out by the Company to fund the payment of a deposit in relation to the proposed purchase of the Wolverine zinc project.

6.3 Directors Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8.

7. RESOLUTION 9 – APPROVAL TO ISSUE SHARES TO GOLDEN PREDATOR

7.1 General

The Company entered into an agreement effective from 26 February 2015 ( Marg Agreement ) with Golden Predator Mining Corporation ( GPMC ) to acquire up to a 75% Interest in the Marg Copper Project, located within the Mayo Mining District in the Yukon Territory in Canada ( Marg Project ).

The Agreement is structured as a staged earn-in. The terms of the earn-in agreement are detailed in section 5.3 of this Explanatory Memorandum.

On the first anniversary of the Effective Date, MinQuest will be required to pay C$50,000 and issue and deliver to Golden Predator MinQuest Shares to a Value of C$50,000 Shares in the Company, calculated by reference to the 20 day VWAP calculated over the 20 day trading period immediately prior to the issue date

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( Reference Price ). If MinQuest does not meet these commitments, Golden Predator may terminate the Marg Agreement.

Resolution 9 seeks Shareholder approval for the issue of the C$50,000 Shares in the Company to be issued to GPMC as consideration under the Marg Agreement.

A summary of ASX Listing Rules 7.1 is set out in section 6.1 above.

The effect of Resolution 9 will be to allow the Company to issue the Shares the subject of Resolution 9 during the period of 3 months after the Meeting, without using the Company’s 15% annual placement capacity.

7.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 9:

• a) the maximum number of Shares to be issued under this Resolution is ;that number of Shares which, when multiplied by the Reference Price, equals C$50,000. The exchange rate of the issue of the Shares will be the rate as quoted by or on behalf of, the Reserve Bank of Australia (or any successor in its obligations) as the purchasing power of AUD1 in C$ as last published prior to the Share issue date. As the exact number of shares to be issued is not known until the issue date, Table 2 below sets out some worked examples to illustrate the potential dilutionary impact of the Share issue to be approved under this Resolution, based on different issue prices and currency conversion rates;

• b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• c) the issue price per Share will be the 20 day VWAP per Share calculated over the 20 day trading period immediately prior to the issue date, subject to the condition that this be at least 80% of the VWAP for securities in the class, calculated over the last 5 days on which sales in the securities were recorded before the day on which the issue is made;

• d) the Shares shall be issued to GPMC and/or its nominee, being entities who are not related parties of the Company;

• e) the Shares shall be fully paid ordinary shares in the capital of the Company, ranking equally with the Company’s existing Shares and for which the Company shall seek quotation on the ASX for; and

• f) no funds will be raised from the issue of the Shares given they will be issued for nil consideration as part payment for the rights being acquired by the Company under the Marg Agreement;

• g) subject to the approval being obtained, the Shares are to be issued on or before 28 February 2016 in accordance with the terms of the Marg Agreement and are to be allotted in one tranche.

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Table 3 – Dilutionary Impact of Resolution 9 based on estimated pricing scenarios

Currency Conversion rate variable1	Currency Conversion rate variable1	Equivalent AUD value of C$ 50,000		Issue Priceper Share Variable(AUD)1	Issue Priceper Share Variable(AUD)1	Issue Priceper Share Variable(AUD)1	Issue Priceper Share Variable(AUD)1
			50% decrease to Current Issue Price ($0.011per Share)	% of Shares on issue _(undiluted)2 _	Current Issue Price ($0.022 per Share)	% of Shares on issue (undiluted)2	50% increase to Current Issue Price ($0.033 per Share)	% of Shares on issue (undiluted)2
5% decline in C$:AUD conversion rate	0.8921	A$56,045	5,094,973	2.50%	2,547,486	1.25%	1,698,324	0.83%
Current C$:AUD conversion rate	0.9391	A$53,242	4,840,224	2.38%	2,420,112	1.19%	1,613,408	0.79%
5% increase in C$:AUD conversion rate	0.9861	A$50,707	4,609,737	2.26%	2,304,869	1.13%	1,536,579	0.75%

Notes

1The actual number of shares to be issued is to be calculated by reference to both the prevailing currency conversion rate and the 20 day VWAP of the Shares calculated over the 20 day trading period immediately prior to the issue date. Details of the calculation are provided above. The current C$: AUD currency exchange rate and current issue price per share are calculated as at close of trade on 8 October 2015.

2The dilutionary impact is calculated by reference to the Company's current issued Shares as at the date of this Notice of Meeting of 203,564,011 Shares and on the basis that no Options are exercised and no other securities are issued.

Based on the variables and calculations in Table 2 above, the negative dilutionary impact of the issue will be heightened if the C$:AUD exchange rate decreases and the trading price of the Shares also declines. The issue is estimated to have a maximum negative dilutionary impact of 4.53% and a minimum negative dilutionary effect of 3.39%, based on the variables above. The actual impact of the issue may be greater or less than these estimates due to fluctuations in currency and the Company’s Share price as a consequence of matters outside the control of the Company. Shareholder approval is sought to issue the number of Shares calculated in accordance with the terms of the Marg Agreement as detailed above in Section 5.1

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8. RESOLUTION 10 – APPOINTMENT OF AUDITOR

HLB Mann Judd, which is the Company’s current auditor, has given notice of its intention to resign as auditor of the Company to ASIC (under section 329(5) of the Corporations Act).

Upon receipt of ASIC’s consent to their resignation, HLB Mann Judd has advised that it will submit a notice of resignation to the Company in accordance with section 329(5) of the Corporations Act, such resignation to take effect from the date of the Meeting.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for BDO to be appointed as the Company’s auditor. A copy of this nomination is attached to this Explanatory Memorandum at Annexure A.

BDO has given its written consent to act as the Company’s auditor, subject to Shareholder and ASIC approval and the resignation of HLB Mann Judd.

If Resolution 10 is passed, the appointment of BDO as the Company’s auditor will take effect at the close of this Meeting.

ENQUIRIES

Shareholders are requested to contact the Company Secretary, Stephen Kelly, on (+ 61 7) 3511 6570 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ or A$ means Australian dollars.

10% Placement Capacity has the meaning given in section 3 of the Explanatory Memorandum.

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

ASIC means the Australian Securities and Investments Commission.

Associate(s) means has the meaning given in section 12 of the Corporations Act.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

C$ means Canadian dollars.

Chair means the chair of the Meeting.

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

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

Company or MinQuest means MinQuest Limited (ACN 146 035 127).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

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• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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

Exempt Investors means those investors who are sophisticated, professional or otherwise exempt from the disclosure requirements in accordance with an exception in section 708 of the Corporations Act.

Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice of Meeting.

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

Meeting Materials means the Notice, Explanatory Memorandum, Annexures and Proxy Form.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.

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

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s Annual Financial Report for the year ended 30 June 2014.

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

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

Shareholder means a holder of a Share.

Variable A means “A” as set out in the calculation in section 3.1 of this Notice.

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

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SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 28 NOVEMBER 2014

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
						Use of funds or
						intended use of
						funds for remaining
						consideration3
11 March 2015	7,923,097	Fully paid ordinary shares2	Sophisticated investors	Issue price $0.015	Cash	To prepare for a drilling program at the Fyre Lake Project and for working capital purposes.
13 May 2015	46,666,669 54,589,766	Fully paid ordinary shares2 Unlisted options	Sophisticated investors	Issue price $0.015 for shares and $nil for options	Cash	80% of funds raised to be allocated to the development of the Company’s exploration projects and 20% of funds raised allocated to funding corporate costs.
21 July 2015	5,668,736 3,650,000	Fully paid ordinary shares2 Unlisted options	(a) 2,018,736 shares issued to Pacific Ridge Exploration Limited (b) 3,650,000 shares and 3,650,000 options to sophisticated investors.	(a) $0.0262 per share (b) $0.02 per share. $ Nil per option	(a) Non cash consideration (b) Cash consideration	(a) First option payment under Fyre Lake Agreement. (b) Development of the Company’s exploration projects and for working capital purposes.
27 July 2015	22,500,000 6,000,000	Fully paid ordinary shares2 Unlisted options	Sophisticated investors	Issue price $0.02 for shares and $nil for options	Cash	Development of the Company’s exploration projects and for working capital purposes
12 August 2015	41,936,370 1,696,756	Fully paid ordinary shares2 Unlisted options ( (	a) 37,407,597 shares to sophisticated investors. b) 1,539,634 shares to Pacific Ridge Exploration Limited (c) 2,309,451 shares to Golden Predator Corporation Limited (d) 679,688 shares to Magna Equities II LLC (e) 1,696,756 options to Magna Equities II LLC	(a) $0.025 per share cash considera tion (b) $0.03366 per share non cash consider ation (c) $0.03366 per share non cash consider ation (d) $0.01989 per share non cash	(a) Cash (b) to (f) non cash considera tion	(a) Due diligence and other costs related to the proposed acquisition of the assets of the Yukon Zinc Corporation and general working capital purposes. (b) Consideration due for First Option payment under Fyre

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Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
						Use of funds or
						intended use of
						funds for remaining
						consideration3
				consider ation (e) $nil consider ation		Lake earn in agreement. (c) Consideration due under the Marg earn in agreement. (d) Partial conversion of convertible notes. (e) Commitment options due to Magna Equities II LLC in relation to Tranche A of convertible notes.
3 September 2015	1,834,395	Fully paid ordinary shares2	Magna Equities II LLC	$0.0153 per share	Non cash consideration – partial conversion of convertible note	Issue of shares pursuant to partial conversion of convertible notes.
8 October 2015	1,000,001 22,500,000	Fully paid ordinary shares2 Unlisted options	Shares issued pursuant provider of funding for short deposit under the Wolverine zinc mine Asset Purchase Agreement. Sophisticated investor	Issue price $0.02 for shares and $nil for options	Non cash consideration.	Shares issued pursuant provider of funding for short deposit under the Wolverine zinc mine Asset Purchase Agreement. Options issued pursuant to Shareholder approval received at 7 October 2015 EGM to sophisticated investor who subscribed for 22,500,000 shares at $0.02 per share on 27 July 2015 to provide funds for development of the Company’s exploration projects and for working capital purposes.

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the trading day prior to the date of issue of the relevant Equity Securities.

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1. Fully paid ordinary shares in the capital of the Company, ASX Code: MNQ (terms are set out in the Constitution and also in Schedule 2).

2. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

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MinQuest Limited ACN 146 035 127 Notice of Annual General Meeting

SCHEDULE 2 – TERMS AND CONDITIONS OF SHARES

All Shares rank equally.

The following is a summary of the more significant rights and liabilities attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with the Corporations Act and the Company’s Constitution.

(b) Voting

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid Shares shall have a fraction of a vote for each partly paid Share. The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored when calculating the proportion.

(c) Dividends

Subject to the rights of persons (if any) entitled to Shares with special rights to dividend, the Directors may declare a final dividend in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Members of such a dividend.

(d) Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX or the Corporations

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Act for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by the Directors.

Generally (subject to formal requirements and to the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia including the transfer not being in breach of the Corporations Act or the ASX Listing Rules), the Shares are freely transferable.

(e) Meetings and notice

Each Shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the constitution of the Company, the Corporations Act or the Listing Rules.

(f) Winding up

Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by the ASX as Restricted Securities at the time of the commencement of the winding up shall rank in priority after all other shares.

Subject to the rights of Shareholders (if any) entitled to shares with special rights in a winding up, all monies and property that are to be distributed among Shareholders on a winding up, shall be so distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid up on the Shares.

(g) Shareholder liability

As all Shares on issue are fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(h) Future increase in capital

Subject to restrictions on the issue or grant of securities contained in the Corporations Act, Listing Rules the Company’s Constitution, the Directors may issue, allot or dispose of Shares on terms determined by the Directors, at the issue price that the Directors determine and to Shareholders whether in proportion to their existing Shareholdings or otherwise, and to such other persons as the Directors may determine.

(i) Variation of rights

Subject to the relevant restrictions in the Corporations Act and Listing Rules, if at any time the Share capital is divided into different classes of Shares, the rights attached to any class may (unless otherwise provided by the terms of issue of the Shares of that class), whether or not the Company is being wound up, be varied or abrogated in any way with the consent in writing of the holders of three-quarters of the issued Shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the Shares of that class.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11.00 am (Western Standard time) on Saturday, 28 November 2015.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11.00 am (Western Standard time) on Saturday, 28 November 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

 By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Level 12, 225 George Street,  In Person Sydney NSW 2000 Australia

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

MinQuest Limited ACN 146 035 127

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

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

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth WA 6005 on Monday, 30 November 2015 at 11.00 am (Western Standard time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this resolution even though resolution 1 is connected with the remuneration of a member of key management personnel for MinQuest Limited.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of Remuneration Report Resolution 2 Approval of Additional 10% Placement Capacity Resolution 3 Re-election of Mr Paul Niardone as a Director Resolution 4 Approval to Issue Success Fee Shares to Non – Related Oresearch Shareholders Resolution 5 Approval to Issue Success Fee Shares to Related Party Oresearch Shareholder – Mr Jeremy Read Resolution 6 Approval to Issue Success Fee Shares to Related Party Oresearch Shareholder – Mr Adam Davey Resolution 7 Approval to Issue Success Fee Shares to Related Party Oresearch Shareholder – Trindis Pty Ltd Resolution 8 Ratification of prior issue of 1,000,001 shares under ASX Listing Rule 7.1 Resolution 9 Issue of shares to Golden Predator Limited Resolution 10 Change of auditor

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STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2015