PLATINA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2018

Jul 17, 2018

Notice of General Meeting and Explanatory Memorandum

Platina Resources Limited

ABN 25 119 007 939

Date of Meeting: Thursday, 16 August 2018 Time of Meeting: 11.00am (Brisbane time) Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane QLD 4001

PO Box 281, Mount Hawthorn WA 6915 - Level 2, Suite 9, 389 Oxford Street, Mount Hawthorn WA 6016 Ph: (07) 5580 9094 – Fax: (08) 9380 6761 – Email admin@platinaresources.com.au

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Platina Resources Limited ABN 25 119 007 939 (Company) will be held at 11.00am (Brisbane time) on Thursday, 16 August 2018 at the offices of HopgoodGanim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, QLD 4001.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice. Terms and abbreviations used in this Notice are defined in Section 5 of the Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

1. Resolution One – Re-election of John Anderson as a Director

To consider and, if thought fit, pass the following as an Ordinary Resolution, without modification:

“That John Anderson, who retires in accordance with Rule 13.4 of the Company’s Constitution and, being eligible, offers himself for election, be elected as a Director.”

2. Resolution Two - Re-election of Corey Nolan

To consider and, if thought fit, pass the following as an Ordinary Resolution, without modification:

“That Corey Nolan, whose appointment to the Company’s Board is effective on 1 August 2018, will retire in accordance with Rule 13.4 of the Company’s Constitution and, having consented to act and being eligible, offers himself for election, be elected as a Director.”

3. Resolution Three - Approval of Issue of Options to John Anderson

To consider and, if thought fit, to pass the following Ordinary Resolution, with or without amendment:

“That, subject to the passing of Resolution 1, in accordance with the provisions of Listing Rule 10.11 of the Listing Rules and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 2,000,000 options to subscribe for ordinary shares in the Company exercisable at $0.20 per share on or before 31 December 2019 ( Options ) to Mr John Anderson (or his nominee), being a Director of the Company on the terms and conditions as contained in this Notice and attached Explanatory Memorandum.”

• A copy of this Notice and the Explanatory Memorandum which accompanies this Notice has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act.

• The Company intends to issue the Options as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.

• A detailed summary of the proposed terms of the Options is contained within the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT

For the purposes of Listing Rule 10.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• Mr John Anderson or his nominee; or

• any of their associates.

However, the Company need not disregard a vote if:

• it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

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Voting Exclusion Statement – Part 2E of the Corporations Act

For the purposes of Part 2E of the Corporations Act, a vote on Resolution 3 must not be cast by or on behalf of:

(a) Mr Anderson; and

(b) any associate of Mr Anderson.

However, this does not prevent the casting of a vote on Resolution 3 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a person referred to in sub-paragraphs (a) or (b) directly above.

Voting Restriction pursuant to Section 250BD of the Corporations Act

As Resolution 3 is a resolution connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 3 must not be cast by:

(a) any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or

• (b) a Closely Related Party of such KMP,

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution.

However, the Company need not disregard a vote on this Resolution 3 if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution, on the condition that the appointment of proxy expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, of the entity.

Voting Intention of Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 3, subject to compliance with the Corporations Act. 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. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying proxy form.

4. Resolution Four – Approval of Issue of Options to Corey Nolan

To consider and, if thought fit, to pass the following Ordinary Resolution, with or without amendment:

“That, in accordance with the provisions of Listing Rule 10.11 of the Listing Rules and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 4,000,000 options to subscribe for ordinary shares in the Company exercisable at $0.20 per share on or before 31 December 2019 ( Options ) to Mr Corey Nolan (or his nominee), being a Director of the Company on the terms and conditions as contained in this Notice and attached Explanatory Memorandum.”

• A copy of this Notice and the Explanatory Memorandum which accompanies this Notice has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act.

• The Company intends to issue the Options as soon as practicable following the Meeting and, in any event, no later than one (1) month from the date of the Meeting.

• A detailed summary of the proposed terms of the Options is contained within the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT

For the purposes of Listing Rule 10.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• Mr Corey Nolan or his nominee; or

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• any of their associates.

However, the Company need not disregard a vote if:

• it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

Voting Exclusion Statement – Part 2E of the Corporations Act

For the purposes of Part 2E of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of:

(a) Mr Nolan; and

• (b) any associate of Mr Nolan.

However, this does not prevent the casting of a vote on Resolution 4 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a person referred to in sub-paragraphs (a) or (b) directly above.

Voting Restriction pursuant to Section 250BD of the Corporations Act

As Resolution 4 is connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 4 must not be cast by:

(a) any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or

• (b) a Closely Related Party of such KMP,

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution.

However, the Company need not disregard a vote on this Resolution 4 if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution, on the condition that the appointment of proxy expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, of the entity.

Voting Intention of Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 4, subject to compliance with the Corporations Act. 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. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying proxy form.

5. Resolution Five – Approval to Issue Performance Rights to Corey Nolan

To consider and, if thought fit, pass the following Ordinary Resolution with or without amendment:

“That, in accordance with Listing Rule 10.14, Sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the issue of 2,000,000 Performance Rights to Mr Corey Nolan (or his nominee), on the basis and otherwise upon the terms and conditions described in the Explanatory Memorandum.”

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• Mr Corey Nolan or his nominee; or

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• any of their associates.

However, the Company need not disregard a vote if:

• it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

Voting Restriction pursuant to Section 250BD of the Corporations Act

As Resolution 5 is connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 5must not be cast by:

(a) any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or

• (b) a Closely Related Party of such KMP,

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution.

However, the Company need not disregard a vote on this Resolution 5 if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution, on the condition that the appointment of proxy expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, of the entity.

Voting Intention of Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 5, subject to compliance with the Corporations Act. 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. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying proxy form.

By order of the Board

John Anderson Director 2 July 2018

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Explanatory Memorandum

Introduction

This Explanatory Memorandum is provided to Shareholders of Platina Resources Limited ABN 25 119 007 939 (Company) to explain the resolutions to be put to Shareholders at the General Meeting to be held at 11.00am (Brisbane time) on Thursday, 16 August 2018 at the offices of HopgoodGanim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, QLD 4001.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

1. Resolution One – Re-election of John Anderson as a Director

Mr John Anderson retires at the Meeting in accordance with Rule 13.4 of the Company’s Constitution and, being eligible, offers himself for re-election as a Director.

Mr Anderson’s qualifications and experience

Mr Anderson was appointed as a Non-Executive Director of the Company on 9 April 2018.

Mr Anderson recently retired from Santos Limited where he was a senior executive for more than twelve years which included roles leading strategic projects, business development, mergers and acquisitions, commercial and marketing and trading. Mr Anderson also had roles leading two of Santos’ business units, in Western Australia and the Northern Territory and in Asia Pacific in which he was accountable for all activities from exploration through to the development, operations and sales.

Mr Anderson is a Graduate of the Australian Institute of Company Directors and is an Executive Consultant for Deloitte Consulting.

Directors’ Recommendations

The Directors (with Mr Anderson abstaining) recommend that you vote in favour of this Ordinary Resolution.

2. Resolution Two - Election of Corey Nolan as Director

Rule 13.2 of the Company’s Constitution allows the directors at any time to appoint a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors (but the number of Directors must not exceed the maximum number specified by the Company’s Constitution). The Director holds office until the next following general meeting and is then eligible for re-election.

As set out in the Company’s announcement of 15 May 2018, the Company will appoint Mr Corey Nolan as managing Director and Chief Executive Officer of the Company effective from 1 August 2018.

Mr Nolan’s qualifications and experience

Mr Nolan will be appointed as Managing Director and Chief Executive Officer of the Company on 1 August 2018.

Mr Nolan’s qualifications include a Bachelor of Commerce and a Masters Degree in Mineral and Energy Economics. Mr Nolan is a graduate of the Australian Institute of Company Directors.

Mr Nolan is an accomplished mining executive and experienced public company director with more than 25 years’ experience focused on the acquisition, funding, exploration and development of resource projects.

Most recently, Mr Nolan was Chief Executive Officer at Sayona Mining Limited and was instrumental in the identification, negotiation, due diligence and financing the acquisition of the Authier Lithium project in Canada. Since acquisition, Mr Nolan was responsible for overseeing a major expansion of the Authier lithium resource, numerous metallurgical testing programs, a pre-feasibility study and a definitive study which is underway. During Mr Nolan’s

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tenure, Sayona Mining’s market capitalisation has materially increased and he has raised a significant amount of equity capital to fund the Authier work programs.

Mr Nolan was previously Managing Director of former ASX/AIM listed Leyshon Resources Limited and Managing Director (2009 - 2013) and Non-Executive Director (2013 to present) of ASX-listed, Elementos Limited.

Directors’ Recommendations

The Directors (with Mr Nolan abstaining) recommend that you vote in favour of this Ordinary Resolution.

Retirement of Director

Mr Paul Jurman was appointed as a Director on 5 January 2018 and retires at the conclusion of the Meeting in accordance with the Company’s Constitution. Mr Jurman has decided not to seek re-election at the upcoming Meeting.

3. Resolutions Three and Four- Approval of Issue of Options to Directors

3.1 Introduction

The Directors have resolved to refer to members for approval of the proposed grant of 2,000,000 Options to Mr John Anderson and 4,000,000 Options to Mr Corey Nolan (or their respective nominees) (each a Recipient ) exercisable at $0.20 each on or before 31 December 2019 (the Options ).

Approval for the issue of the Options is sought in accordance with the provisions of Listing Rule 10.11 of the Listing Rules and Part 2.E of the Corporations Act. If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

In order for the Options to be granted to directors, the requirements of Chapter 2E of the Corporations Act need to be observed.

The issue of Options pursuant to Resolution Three is subject to the re-election of Mr John Anderson as a NonExecutive Director of the Company under Resolution One,

3.2 Listing Rule Information

For the purposes of ASX Listing Rule 10.13:

10.13.1	The name of the person.	The Company proposes to grant the Options to the following Directors: (1) Mr John Anderson; and (2) Mr Corey Nolan (collectively, the Directors).
10.13.2	The maximum number of securities to be issued.	The Company proposes to grant the Options in the following amounts: (1) 2,000,000 to Mr John Anderson; and (2) 4,000,000 to Mr Corey Nolan This is a total of 6,000,000 Options.
10.13.3	The date by which the securities will be issued, which must not be more than 1 month after the date of the meeting.	The Options will be issued to the Directors on Shareholder approval, and in any event no more than 1 month from the date of the Meeting.
10.13.4	If the person is not a director, a statement of the relationship.	All persons to receive the Options under Resolutions Three and Four are Directors.
10.13.5	The issue price of the securities and a statement of the terms of the issue.	The Options will be issued free of charge. The Directors Options are

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		exercisable at $0.20 per Option and expiring on 31 December 2019.
10.13.6	A voting exclusion statement.	A voting exclusion statement is included in each of Resolution Three and Four.
10.13.6A	The intended use of the funds raised.	No funds will be raised through the issue of the Options.

It is proposed to grant the Directors with Options in order to provide the Directors with reward and incentive for future services they will provide to the Company to further progress the aims and objectives of the Company.

The Options will expire and be forfeited (if the Options have not already been forfeited) on the earlier of ( Expiry Date ):

• 31 December 2019; or

• the date being 3 months after the relevant Director or officer ceases to be a Director or officer of the Company, except where the cessation of office is in connection with a Takeover Offer or under a scheme of arrangement.

Please refer to Schedule 1 for the remainder of the terms of the Options

3.3 Relevant Legislation - Chapter 2E of the Corporations Act, Listing Rule 10.11 and Listing Rule 7.1

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a Financial Benefit to a Related Party of the public company unless providing the benefit falls within a prescribed exception to the general prohibition. Relevantly, there is an exception if the company first obtains the approval of its shareholders in a general meeting in circumstances where certain requirements specified in Chapter 2E in relation to the convening of that meeting have been met ( Shareholder Approval Exception ).

A “Related Party” is defined widely in section 228 of the Corporations Act and includes, relevantly, a director (or proposed director) of a public company, any entity that controls (or is reasonably likely to control) a public company, and any entity that is controlled by a person or entity which is otherwise a Related Party, or there are reasonable grounds to believe that a person/entity is likely to become a Related Party of the public company.

A “Financial Benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the Related Party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Listing Rule 10.11

Listing Rule 10.11 provides that an entity must not issue or agree to issue equity securities without the approval of holders of ordinary securities to related parties (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 applies.

Listing Rule 7.1 - Issues exceeding 15% of capital

Listing Rule 7.1 prohibits a listed company, except in certain cases, from issuing in any 12 month period new Equity Securities equivalent in number to more than 15% of the total number of ordinary securities on issue at the beginning of the 12 month period ( 15% Capacity ) without the prior approval of a majority of shareholders, or the issue otherwise comes within one of the exceptions to Listing Rule 7.1 ( 15% Rule ). However, under Listing Rule 7.2 (Exception 14), if approval is being sought under Listing Rules 10.11 or

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10.14, approval will not be required under Listing Rule 7.1. Therefore, the issue of the Options to Directors under Resolutions Three and Four ( Related Party Resolutions ), if passed, will not count towards the Company’s 15% Capacity under Listing Rule 7.1.

3.4 Shareholder Approval Requirement

Resolutions Three and Four, if passed, will confer financial benefits and involve the issue of Options to the Directors being Related Parties of the Company.

Therefore, the Company seeks to obtain Shareholder approval in accordance with the requirements of Chapter 2E of the Corporations Act and Listing Rule 10.11.

3.5 Information for Shareholders

Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act and for all other purposes the following information is provided to shareholders:

(a) The Related Party to whom the Related Party Resolutions would permit the financial benefit to be given (section 219(1)(a))

The proposed financial benefit will be given to Mr John Anderson and Mr Corey Nolan, who are Directors of the Company and therefore each of them is a Related Party.

(b)

The nature of the financial benefit (section 219(1)(b))

The nature of the proposed financial benefit to be given on the approval of the Related Party Resolutions is the issue to the Related Parties of the following:

• (1) 2,000,000 Options to be issued to Mr John Anderson;

• (2) 4,000,000 Options to be issued to Mr Corey Nolan;

Each Option is exercisable at $0.20 and expires on 31 December 2019.

Please refer to Schedule 1 for the remainder of the terms of the Options.

(c)

Directors’ recommendation (section 219(1)(c))

With respect to Resolution Three , the Directors (with Mr John Anderson abstaining) recommend that you vote in favour of Resolution Three for the following reasons:

• (i) the grant of Options as proposed to Mr John Anderson will provide him with reward and incentive for future services, which he will provide to the Company to further the progress of the Company;

• (ii) the Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, the Directors considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Options to a third party.

With respect to Resolution Four , the Directors (with Mr Corey Nolan abstaining) recommend that you vote in favour of Resolution Four for the following reasons:

• (i) the grant of Options as proposed to Mr Corey Nolan will provide him with reward and incentive for future services, which he will provide to the Company to further the progress of the Company;

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• (ii) the Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, the Directors considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Options to a third party.

(d) Directors’ Interest and other remuneration (section 219(1)(d))

Mr John Anderson

Mr John Anderson has a material personal interest in the outcome of Resolution Three, as it is proposed that Options be granted to him (or his respective nominee) as set out in Resolution Three.

Excluding the Options proposed to be issued pursuant to Resolution Three, Mr John Anderson (and entities associated with him) does not currently hold any securities in the Company.

Other than the Options to be issued to Mr John Anderson pursuant to Resolution Three, Mr John Anderson shall receive fees of $50,000 per annum from the Company for his services as a NonExecutive Director.

Mr Corey Nolan

Mr Corey Nolan has a material personal interest in the outcome of Resolution Four, as it is proposed that Options be granted to him (or his respective nominee) as set out in Resolution Four.

Excluding the Options proposed to be issued pursuant to Resolution Four, Mr Corey Nolan (and entities associated with him) does not currently hold any securities in the Company.

Other than the Options to be issued to Mr Corey Nolan pursuant to Resolution Four, Mr Corey Nolan shall receive a base salary of $323,000 per annum (including superannuation) from the Company for his services as managing director and chief executive officer.

• (e) Valuation

The Options are not currently quoted on the ASX and as such have no market value. The Options each grant the holder thereof a right of grant of one ordinary share in the Company upon exercise of the Option and payment of the exercise price of the Option described above. Accordingly, the Options may have a present value at the date of their grant.

The Options may acquire future value dependent upon the extent to which the Share price exceeds the exercise price of the Options during the term of the Options.

As a general proposition, options to subscribe for ordinary fully paid shares in a company have value. Various factors impact upon the value of options including things such as:

• (i) the period outstanding before the expiry date of the options;

• (ii) the exercise price of the options relative to the underlying price or value of the securities into which they may be converted;

• (iii) the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (i.e. whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);

• (iv) the value of the shares into which the options may be converted; and

• (v) whether or not the options are listed (i.e. readily capable of being liquidated);

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There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black- Scholes Model option valuation formula).

The Company has estimated the value of the Options and has done so using the Black-Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black-Scholes Model is a function of the relationship between a number of variables, being the share price, the exercise price, the time to expiry, the risk-free interest rate and the volatility of the Company’s underlying share price.

Inherent in the application of the Black-Scholes Model are a number of inputs, some of which must be assumed. The data relied upon in applying the Black-Scholes Model was:

• (1) The exercise price of the options being $0.20;

• (2) Exercise date being on or before 31 December 2019;

• (3) A volatility measure of 100%;

• (4) A risk-free interest rate of 2.04%; and

• (5) A nil dividend yield.

Based on this information, the Company has adopted an indicative value for the Options of $0.02 each.

On that basis, the respective value of the Options to be issued pursuant to Resolutions Three and Four are as follows:

Mr John Anderson- $40,000

Mr Corey Nolan - $80,000

• (f) Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of its directors save and except as follows:

Market Price movements

The Option valuation noted above is based on a market price per Share of $0.083 which was the price at which Shares were traded on ASX at the time of preparing this information.

There is a possibility that the market price of the Shares will change up to the date of the Meeting.

Trading History

In the 12 months prior to preparation of this Notice, the Company’s trading history is as follows:

• the highest trading price was $0.265 on 13 November 2017; and

• the lowest trading price was $0.073 on 19 June 2018.

The trading price of the Shares on the close of trading on 28 June 2018 (being the last trading day on which the preparation of this Notice was concluded) was $0.087.

Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Options to each of the Directors is the potentially dilutionary impact on the issued share capital of the Company (in the event that the options are exercised). Until exercised, the issue of the Options will not impact upon the number of ordinary shares on issue in the Company. To the extent that upon their exercise the dilutionary impact caused with the issue

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of shares will be detrimental to the Company, this is more than offset by the advantages accruing from the Company securing the services of experienced and skilled directors on appropriate incentive terms.

It is also considered that the potential increase of value in the Options is dependent upon a concomitant increase in the value of the Company generally.

Taxation Consequences

No stamp duty will be payable in respect of the grant of the Options. No GST will be payable by the Company in respect of the grant of the Options (or if it is then it will be recoverable as an input credit).

AASB 2 “Share Based Payments” requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the accounting standards this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management’s assumptions about probabilities of payments and compliance with and attainment of the set-out terms and conditions.

Dilutionary Effect

The effect that the issue of the Shares on the exercise of the Directors Options (assuming that the options are exercised) issued to the Directors under Resolutions Three and Four will mean that a further 6,000,000 Shares will be issued by the Company. The Company currently has 264,126,235 Shares on issue as at the date of this Notice. If all the Options are issued and exercised, this will take the total Shares on issue to 270,126,235. Upon exercise of the Options, Mr John Anderson will hold approximately 0.74% of the total issued capital of the Company and Mr Corey Nolan will hold approximately 1.48% of the total issued capital of the Company (assuming no further issue of shares or exercise of options).

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by the Related Party Resolutions.

4. Resolution Five - Approval to issue Performance Rights to Corey Nolan 4.1 Background

Mr Corey Nolan has been appointed as Managing Director of the Company effective from 1 August 2018. Mr Nolan is an accomplished mining executive and public company director with more than 25 years’ experience focused on the acquisition, funding, exploration and development of resource projects.

In accordance with the terms of his employment contract, Mr Nolan is entitled to participate in the Company’s Performance Rights Plan. The Board proposes to issue 2,000,000 Performance Rights to Mr Nolan (or his nominee) subject to the approval of Shareholders.

4.2 Key terms of Performance Rights

Each Performance Right will entitle the holder to one ordinary fully paid share (provided the Directors have not otherwise determined to satisfy the Performance Right in cash) upon satisfaction of certain vesting conditions.

The KPI’s applying to	the Performance Rights are as follows:
Item	KPI	Weighting (as a % of total performance rights proposed for grant)
Owendale Project	Total Conclude financing as equity, debt, joint venture or combination of any or all. Conclude sufficient off-take arrangements to underpin financing	40% 10% 10%

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	Commencement of construction	20%
Market Capitalisation	Achieving sustained growth in the Company share price as follows: • The Company’s share price of at least 25 cents per Share based on the 30 day VWAP commencing on 1 January 2019; • The Company’ s share price of at least 50 cents per Share based on the 30 day VWAP commencing on 1 January 2020.	20%
Other Assets	Growth of business through acquisitions, new projects and other means. Realising value for Skaergaard in most appropriate way including; JV, Sale or Spin off and listing of Greenland vehicle.	10% 10%
Corporate	Change in control transaction which results in a value of not less than AUD 150M	20%

The final Test Date for the KPI’s will take place 2 years from the Commencement Date.

A performance right lapses, to the extent it has not been exercised:

• (a) where Performance Hurdles have not been satisfied on the Test Date;

• (b) If a Participant’s employment or engagement with the Company or Related Body Corporate ceases because of an Uncontrollable Event;

• (c) If a Participant’s employment or engagement with the Company or Related Body Corporate ceases because of a Controllable Event:

• a. Vested Performance Right - the last day of any period specific in the Performance Rights Plan;

• b. Unvested Performance Right - the date of cessation of employment.

• (d) the day the Board makes a determination that the Performance Rights lapses under the Performance Rights Plan;

• (e) at the end of the change of Control Period Notice;

• (f) the Last Exercise Date.

The Performance Rights are otherwise to be granted on the terms of the Performance Rights Plan.

The Performance Rights will not be transferable until after they are exercised, except to a legal personal representative of Mr Nolan in the event of his death or permanent disability.

The Company will issue Shares to Mr Nolan (or his nominee) as soon as practicable after the vesting of Performance Rights. The Shares allotted will be of the same class and will rank equally with all other issued Shares in the Company at the date of issue but may remain subject to disposal restrictions in accordance with the Company’s trading policy

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and the terms of the Offer. The Company will apply for listing of the new Shares on the ASX within the period required by the Listing Rules.

If the Company reorganises its capital, Performance Rights on issue will also be reorganised in accordance with the Listing Rules, such that Mr Nolan does not receive a benefit that holders of ordinary shares do not receive.

There are no participating rights or entitlements inherent in the Performance Rights and Mr Nolan will not be entitled as a result of holding Performance Rights to vote at meetings of shareholders, receive dividends or participate in surplus profits or assets of the Company upon a winding up.

4.3 ASX Listing Rule 10.14

ASX Listing Rule 10.14 states that a listed company must not permit a director to acquire securities under an employee incentive scheme without the approval of shareholders by ordinary resolution. Mr Nolan will commence as a Director with effect from 1 August 2018. Accordingly, Shareholder approval is being sought under ASX Listing Rule 10.14 for the issue of Performance Rights to Mr Nolan.

The following information is provided to shareholders for the purposes of Listing Rule 10.15A:

• (a) the Performance Rights will be issued to Mr Corey Nolan (or his nominee), a Director of the Company;

• (b) the maximum number of Performance Rights to be issued is 2,000,000 and the maximum number of Shares to be issued upon vesting of the Performance Rights is 2,000,000;

• (c) the Performance Rights will be granted for nil consideration and the Shares to be issued upon vesting of the Performance Rights will be issued for nil consideration. Accordingly, no loan has been or will be given to Mr Nolan in relation to the grant of Performance Rights under the Rights Plan and no funds will be raised from the issue or vesting of the Performance Rights;

• (d) details of any Performance Rights issued under the Performance Rights Plan will be published in each annual report of the Company relating to a period in which Performance Rights have been issued and that approval for the issue of Performance Rights was obtained, if required, under ASX Listing Rule 10.14. Any additional personnel who become entitled to participate in the Performance Rights Plan will not participate until shareholder approval is obtained, if required, under ASX Listing Rule 10.14;

• (e) the Performance Rights are anticipated to be issued within one month of the Meeting but will be issued no later than 3 years after the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules); and

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

4.4 ASX Listing Rule 7.1

If Shareholders approve Resolution Five pursuant to ASX Listing Rule 10.14, then approval is not required for the purposes of ASX Listing Rule 7.1. Accordingly, if Resolution Five is approved and the 2,000,000 Performance Rights are issued, these will not be included in the calculation of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

4.5 Corporations Act – Chapter 2E

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a Related Party of the Company (which includes a director) unless either:

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

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

The proposed issue of Shares by the Company to Mr Nolan in settlement of any vested Performance Rights constitutes the giving of a financial benefit to a Related Party of the Company.

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However, the directors (other than Mr Nolan) have determined that the proposed issue of Performance Rights constitutes reasonable remuneration given the circumstances of the Company and the position to be held by Mr Nolan. Accordingly, the proposed issue of Performance Rights to Mr Nolan falls within the “reasonable remuneration” exception set out in Section 211 of the Corporations Act so that Shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act

4.6 Corporations Act – Chapter 2E

The Corporations Act restricts the benefits that can be given to persons who hold a “managerial or executive office” (as defined in the Corporations Act) on leaving their employment with the Company or any of its related bodies corporate.

Under Sections 200B and 200E of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a managerial or executive office if the benefit is approved by shareholders or an exemption applies.

The term “benefit” has a wide meaning and may include benefits resulting from the Board exercising certain discretions under the terms of Mr Nolan’s long term incentive entitlements, including the discretion to determine the accelerated vesting or automatic vesting of Performance Rights in certain circumstances (as summarised in the Explanatory Memorandum in relation to Resolution Five).

Under the terms of the Performance Rights Plan, the Board may exercise its discretion to accelerate vesting if deemed appropriate, including in connection with a termination. However, there is no trigger to vest Performance Rights upon cessation of employment and it should be noted that any vesting triggered by a change in control event is not a termination benefit. Accordingly, the default termination benefit limit is intended to apply.

4.7 Directors recommendation

Each of the Directors (excluding Mr Corey Nolan) believes that the approval in relation to the issue of the Performance Rights to Mr Corey Nolan is in the best interests of Shareholders as a whole. The Directors (excluding Mr Corey Nolan) recommend that you vote in favour of Resolution Five and each of the Directors (excluding Mr Corey Nolan) intends to, the extent not excluded, vote any Shares they own in favour of Resolution Four.

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5. Interpretation

ASX means the ASX Limited ABN 98 008 624 691.

Board means the board of Directors of the Company.

Business Day means a day on which all banks are open for business generally in Brisbane.

Chair means the person appointed to the position of chairman of the Board.

Closely Related Party (as defined in section 9 of the Corporations Act) of a member of the Key Management Personnel for an entity means:

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

• b) a child of the member’s spouse; or

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

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

• e) a company the member controls; or

• f) a person prescribed by the regulations for the purposes of the definition of closely related party.

Commencement Date means the date of issue of Performance Rights to Mr Corey Nolan.

Company means Platina Resources Limited ACN 119 007 939.

Corporations Act means the Corporations Act 2001 (Cth).

Constitution means the constitution of the Company from time to time.

Directors mean the directors of the Company.

Equity Securities includes but is not limited to Shares and options over issued and unissued shares in the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

GST has the meaning given in the GST Law.

GST Law has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Key Management Personnel or KMP has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

KPI means Key Performance Indicator.

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

Market Price means closing market price as that term is defined in the Listing Rules.

Meeting means the general meeting of Shareholders convened by this Notice.

Notice of Meeting or Notice means the notice of meeting giving notice to Shareholders of the Meeting, accompanying the Explanatory Memorandum.

Options mean an option to subscribe for Shares.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Participant means an Eligible Person or Eligible Associate as defined by the Performance Rights Plan.

Performance Rights means rights to be issued Shares pursuant to the performance rights plan adopted by the Company, subject to meeting any KPI’s that may apply.

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Performance Rights Plan means the Company’s Performance Rights Plan first adopted in November 2012.

Related Body Corporate has the meaning given to it in the Corporations Act.

Related Party has the meaning given to it in the Corporations Act.

Resolution means a resolution to be proposed at the Meeting.

Shareholder means a holder of Shares in the Company.

Shares means ordinary fully paid shares in the issued capital of the Company.

Test Date in relation to a Performance Right means the date at which Performance Hurdles are to be measured to determine whether that Performance Right becomes a Vested Performance Right.

Trading Day has the meaning given to that term in the Listing Rules.

Unvested Performance Right means Performance Rights which are not yet exercisable in accordance with the Plan.

Vested Performance Right means Performance Rights which are immediately exercisable in accordance with the Performance Rights Plan.

VWAP means in relation to particular securities for a particular period, the volume weighted average price of trading in those securities on the ASX market over that period.

Any inquiries in relation to the Notice or the Explanatory Memorandum should be directed to Paul Jurman (Company Secretary):

Platina Resources Limited

Street address : Level 2, Suite 9, 389 Oxford Street, Mount Hawthorn WA 6016 Postal address : PO Box 281, Mount Hawthorn WA 6915 Ph : (07) 5580 9094 | Fax : (08) 9380 6761 Email: admin@platinaresources.com.au

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Schedule 1 – Terms of the Directors Options

The terms of the Options to be issued to the Directors under Resolutions Three and Four are as follows:

1. The Options shall be unlisted but shall be transferable.

2. The Options will issue immediately following approval of Resolutions Three and Four.

3. The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the Exercise Price per Option to the Company at any time on or after the date of issue of the Options and on or before the Expiry Date;

4. The number of Options that may be exercised at one time must be not less than a marketable parcel of Shares; 5. Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue fully paid ordinary Shares ranking pari passu with the then issued ordinary Shares;

5. Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules.

6. Option holders do not participate in any dividends unless the Options are exercised and the resultant Shares of the Company are issued prior to the record date to determine entitlements to the dividend;

7. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

8. a) the number of Options, the Exercise Price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and

9. b) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged;

10. If there is a pro rata issue (except a bonus issue), the Exercise Price of a Option may be reduced according to the following formula:

O[n] = O – E [P-(S + D)]

N + 1

Where:

• O[n] = the new exercise price of the Directors Option;

• O = the old exercise price of the Directors Option;

• E = the number of underlying securities into which one Directors Option is exercisable;

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex-right date or the exentitlements date;

• S = the subscription price for a security under the pro rata issue;

• D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the Option is exercisable will be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue;

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1. The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary Shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options;

2. The Company shall apply for quotation of the resultant Shares of the Company issued upon exercise of any Option.

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Proxy, Representative and Voting Entitlement Instructions

Proxies and Representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth) ( Corporations Act ).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, emailed or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Online: www.linkmarketservices.com.au

(To vote online, select "Investor Login" and enter Platina Resources Limited or the ASX code PGM in the Issuer name field, your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click ‘Login’. Select the "Voting" tab and then follow the prompts.) By mail: Platina Resources Limited C/- Link Market Services Limited Locked Bag A14, Sydney South, NSW 1235, Australia By facsimile: +61 2 9287 0309 By hand: Link Market Services Limited 1A Homebush Bay Drive Rhodes, NSW 2138, Australia

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (Brisbane time) on 14 August 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

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

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, any one of the shareholders should sign.
Power of Attorney:	To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

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LODGE YOUR VOTE

ACN 119 007 939

ONLINE 

www.linkmarketservices.com.au

BY MAIL  Platina Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX +61 2 9287 0309



 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

• ALL ENQUIRIES TO

Telephone: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Platina Resources Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 11:00am (Brisbane time) on Thursday, 16 August 2018 at Level 7, Waterfront Place, 1 Eagle Street, Brisbane QLD 4001 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 3, 4 and 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 3, 4 and 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). Exercise of undirected proxies by Key Management Personnel If a member of the Company’s Key Management Personnel (other than the Chair) or their Closely Related Party is your proxy and you have not directed the proxy how to vote, that person will not vote your shares on Resolutions 3, 4 and 5 (being resolutions connected directly or indirectly with the remuneration of members of the Company’s Key Management Personnel). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Re-election of John Anderson as a 5 Approval to Issue Performance Director Rights to Corey Nolan

• 2 Re-election of Corey Nolan as a Director

• 3 Approval of Issue of Options to John Anderson

• 4 Approval of Issue of Options to Corey Nolan

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

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

PGM PRX1801C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Brisbane time) on Tuesday, 14 August 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

• ONLINE

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

www.linkmarketservices.com.au

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

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default as shown on the front of the Proxy Form). to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolutions are connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code adjacent or enter the voting link VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your BY MAIL vote on that item will be invalid.  Platina Resources Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an Sydney South NSW 1235 additional Proxy Form may be obtained by telephoning the Company’s Australia share registry or you may copy this form and return them both together. To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that  BY HAND form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your 1A Homebush Bay Drive votes. Fractions of votes will be disregarded; and Rhodes NSW 2138 (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

BY MOBILE DEVICE QR Code Our voting website is designed specifically

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for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

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

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

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

COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

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

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

CORPORATE REPRESENTATIVES

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

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