POLARX LIMITED — AGM Information 2016

Mar 14, 2016

COVENTRY RESOURCES INC.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General & Special Meeting of the Shareholders of Coventry Resources Inc. (hereinafter called the “Company”) will be held on Friday, April 15, 2016 at the BDO Building (Hay Room) 38 Station Street, Subiaco, Western Australia at the hour of 10 a.m. (Perth, Western Australian time) for the following purposes:

General Business

1. To receive and consider the audited financial statements of the Company for the fiscal year ended June 30, 2015 and the Auditor’s Report thereon;

2. To fix the number of Directors for the ensuing year at five (5);

3. To elect Directors for the ensuing year;

4. To appoint BDO Canada LLP, Chartered Accountants, as the Company’s Auditor for the ensuing and to authorise the Directors to fix remuneration to be paid to the Auditor;

Special Business

1. To approve the following special resolution to effect the continuance of the Company from British Columbia to Australia:

RESOLVED AS A SPECIAL RESOLUTION THAT:

• (a) The continuance of the Company under the Corporations Act 2001 (Australia) (the “Australian Act”) substantially upon the terms described in the accompanying Information Circular is hereby approved;

• (b) The Company apply to the Australian Securities and Investments Commission ("ASIC") for registration under the Australian Act as a public company limited by shares.

• (c) The application by the Company to the British Columbia Registrar of Companies for its authorization to permit such continuation in accordance with section 308 of the Business Corporations Act (British Columbia) (the "BC Act") is hereby authorized, approved, ratified and confirmed.

• (d) Subject to and effective upon the issuance of a certificate under the Australian Act confirming the Company is registered as a company under such legislation, and without affecting the validity of the incorporation and existence of the Company, the Company hereby approves and adopts, in substitution for the existing Articles, the constitution in the form attached to the Information Circular as Schedule “E” and all amendments to the existing Articles of the Company reflected therein are hereby approved.

• (e) The execution and delivery on behalf of the Company by any one director or officer of the Company whether under the common seal of the Company or otherwise, of the aforesaid applications, together with all such documents, instruments, notices and other writings and the doing of all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful in order to carry out the purpose of this special resolution, either before or after the execution of these resolutions, are hereby authorized, approved, ratified and confirmed.

• (f) Notwithstanding the passing of this special resolution by the shareholders of the Company, the directors of the Company are authorized in their sole discretion to abandon the application for continuance under the Australian Act without further notice to or approval, ratification or confirmation of the shareholders of the Company, at any time prior to the continuance becoming effective.

• To approve an ordinary resolution that, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,305,074 Shares on the terms and conditions set out and more particularly described in the accompanying Information Circular;

• To approve an ordinary resolution that, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 22,732,429 Shares on the terms and conditions set out and more particularly described in the accompanying Information Circular;

• To pass a special resolution that, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A(2) and on the terms and conditions set out in the Information Circular;

• To approve the issue of up to 50,000,000 common shares in respect of a proposed capital raising, for the purposes of ASX Listing Rule 7.1, as more particularly described in the Information Circular; and

Other Business

1. To transact such other business as may properly come before the Meeting.

Accompanying this Notice is an Information Circular and Proxy with notes to Proxy.

No other matters are contemplated for consideration at the Meeting, however any permitted amendment to or variation of a matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The Company has elected to use the notice-and-access provisions under National Instrument 51-102 and National Instrument 54-101 (“ Notice-and-Access Provisions ”) for this Meeting. Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow a Company to reduce the volume of materials to be physically mailed to Shareholders by posting the Information Circular and any additional annual meeting materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to receive a hard copy of the Information Circular. The Company will not use procedures known as ‘stratification’ in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular to some shareholders with a notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Noticeand-Access Provisions, which will not include a paper copy of the Information Circular.

The Notice of Meeting, the Information Circular and the form of Proxy, (together “Proxy Materials”), are available on the Company’s website at http://www.coventryres.com/meeting-materials-041516 and under the Company’s profile on SEDAR at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Information Circular, should contact: (a) the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), at 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1, or by toll free fax at 1-866-249-7775; or (b) the Company at Suite 9 – 5 Centro Avenue, Subiaco, Western Australia 6008, Tel: +618 9226 1356 or Fax: +618 9226 2027 . A Shareholder may also use the number noted above to obtain additional information about the Notice-and-Access Provisions.

In order to allow for reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Information Circular and submit their vote prior to the Proxy Deadline, it is strongly suggested any Shareholder wishing to request a paper copy of the Information Circular as described above, should ensure such request is received by (a) Computershare no later than March 30, 2016; or (b) the Company no later than March 23, 2016.

Under Notice-and-Access Provisions, Proxy Materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the materials can be requested at any time during this period.

The Information Circular contains details of matters to be considered at the Meeting. Please review the Information Circular before voting.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are asked to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it, for receipt by the Proxy Deadline, in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

Pursuant to the provisions of the Business Corporations Act (British Columbia) (the “BCCA”), Shareholders are entitled to exercise rights of dissent in respect of the proposed continuance to Australia and to be paid the fair value for common shares of the Company. Holders of common shares wishing to dissent with respect to the continuance must send a written objection to the Company at its registered office, Suite 1500 – 1055 West Georgia Street, Vancouver, B.C., V6E 4N7, Attention: Michael Kennedy, prior to the time of the Meeting, such that the written objection is received no later than 4:30 p.m. (Vancouver time) on April 13, 2016 or by 4:30 p.m. (Vancouver time) on the date which is two days immediately prior to any adjournment of the Meeting, in order to be effective. Failure to strictly comply with these requirements may result in the loss of any right of dissent and shareholders are encouraged to carefully consider their rights and consult a legal advisor. A shareholder’s right of dissent is described in summary form in the Information Circular, which is qualified in its entirety by reference to the full text of Division 2 of Part 8 of the BCCA.

DATED at Perth, Western Australia, this 4[th] day of March, 2016.

BY ORDER OF THE BOARD

"Michael Haynes"

_____ President, Chief Executive Officer & Director

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Suite 9 – 5 Centro Avenue Subiaco, Western Australia 6008

Tel : + 618 9226 1356 Fax : +618 9226 2027

INFORMATION CIRCULAR

(containing information as at March 4, 2016 unless indicated otherwise)

For the Annual General & Special Meeting to be held on Friday, April 15, 2016

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the Management of COVENTRY RESOURCES INC. (the "Company"; and or “Coventry”), for use at the Annual General & Special Meeting (the "Meeting"), of the Shareholders of the Company, to be held on Friday, the 15[th] day of April, 2016, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The enclosed Instrument of Proxy is solicited by management of the Company. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

The method that holders of an interest in common shares in the capital of the Company (" Common Shares ") will use to vote their respective Common Shares will depend on the manner in which such Common Shares are held by such Shareholder.

In the case of holders of CHESS Depositary Interests (" CDIs ") (typically Shareholders in Australia), please refer to "Voting by CDI Holders" and "CDI Holders May Give Directions to Depositary Nominee".

In the case of holders of Common Shares, whether legal or beneficial (typically Shareholders in North America), please refer to "Appointment And Revocation of Proxies", "Voting of Shares And Exercise Of Discretion of Proxies" and "Advice To Beneficial Shareholders" below.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of Proxy are Directors and/or Officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY'S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, OR BY TOLL FREE FAX AT 1-866-249-7775 NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.

The Instrument of Proxy must be signed and dated by the Shareholder or by his attorney in writing, or, if the Shareholder is a Corporation, it must either be under its common seal or signed by a duly authorized officer.

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A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a Corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company's Registrar and Transfer Agent, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING BY CDI HOLDERS

Many Shareholders having an interest in the Common Shares hold such interests in the form of CDIs. CHESS is the electronic settlement system used in Australia. The main difference between holding CDIs and holding Common Shares is that a holder of CDIs has beneficial ownership of the equivalent number of Common Shares instead of legal title. Legal title is held by the depositary entity, CHESS Depositary Nominees Pty Ltd. (the " Depositary Nominee "). The Common Shares registered in the name of the Depositary Nominee are held by that entity on behalf of and for the benefit of the CDI Holders.

CDI HOLDERS MAY GIVE DIRECTIONS TO DEPOSITARY NOMINEE

CDI holders are not entitled to vote at the meeting in person. However, holders of CDIs have the right to direct the Depositary Nominee how to vote in respect of their CDIs on the resolutions described in the Notice. The Depositary Nominee must vote in accordance with any direction give by a CDI holder.

If you are a CDI holder and you wish to direct the Depositary Nominee how to vote in respect of your CDI's, you should read, complete, date and sign the accompanying notice of direction and deposit it with the Company c/o Computershare Investor Services Pty Ltd. at GPO Box 242, Melbourne, Australia VIC 3001, not later than 10.am. Perth, Australia time on April 12, 2016 and if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.

The Depositary Nominee shall exercise its right to vote at the Meeting by proxy.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the Common Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than one-half of the votes cast will be required (an " Ordinary Resolution ") unless the motion requires a Special Resolution, in which case a majority of not less than two thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, Common Shares held by Shareholders of the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this information circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common

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Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). The Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the

appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the Common Shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications ("Broadridge"). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote Common Shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such Common Shares are voted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a Shareholder and vote Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.

The Company will not pay for an intermediary to deliver proxy related materials and voting instructions forms to objecting beneficial owners (called OBOs for Objecting Beneficial Owners). OBOs have objected to their intermediary disclosing their ownership information about themselves to the Company. Accordingly, OBOs will not receive the materials unless their intermediary assumes the cost of delivery.

The Company is relying on the "notice and access" delivery procedure outlined in National Instrument 54-101 to distribute copies of the proxy related materials in connection with the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company's authorized capital consists of an unlimited number of Common Shares without par value of which 274,439,615 Common Shares were issued and outstanding as of the close of business on March 4, 2016, (the " Record Date "), each Common Share carrying the right to one vote.

Any Shareholder of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder's shares voted at the Meeting or adjournment thereof.

To the best of the knowledge of the directors and senior officers of the Company, as of March 4, 2016 there are no persons who beneficially own, or control or direct, directly or indirectly, 10% or more of the issued and outstanding Common Shares of the Company.

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EXECUTIVE COMPENSATION

Definitions: For the purpose of this Information Circular:

“A$” means Australian Dollars.

"ASX" means ASX Limited.

"ASX Listing Rules" means the Listing Rules of ASX.

"Australian Corporations Act" means the Corporations Act 2001 (Cth of Australia).

• “C$” means Canadian Dollars

"CEO" means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

"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" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

"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

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

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS2 Share-based Payment ;

"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;

"grant date" means a date determined for financial statement reporting purposes under IFRS2 Share-based Payment ;

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award" means compensation awarded, earned, paid, or payable under an incentive plan;

"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;

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"NEO" or "named executive officer" means each of the following individuals:

• (a) a CEO;

• (b) a CFO;

• (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102, for that financial year; and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;

"NI 52-107" means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency ;

"non-equity incentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

" option-based award " means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"ordinary securities" has the meaning set out in the ASX Listing Rules;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

" remuneration report " means the statement of executive compensation set out in this Information Circular.

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, Common Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

STATEMENT OF EXECUTIVE COMPENSATION

During the year ended June 30, 2015, the Company had two "Named Executive Officers". Michael Haynes was President, CEO and a director and Ian Cunningham was CFO and a director.

COMPENSATION DISCUSSION AND ANALYSIS

The Board of Directors of the Company is responsible for determining all forms of compensation to be granted to the Chief Executive Officer of the Company and the directors, and for reviewing the Chief Executive Officer's recommendations respecting compensation of the other senior executives of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. Compensation of the Company's Named Executive Officers is comprised of a base salary and the grant of options to purchase Common Shares under the Company's stock option plan (as more particularly described below). Through its executive compensation practices, the Company seeks to provide value to its Shareholders through a strong executive leadership. Specifically, the Company's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company's success, and align the interests of the Company's executives and Shareholders by motivating executives to increase Shareholder value.

Within the context of the overall objectives of the Company's compensation practices, the Company determined the specific amounts of compensation to be paid to each of its executives during the years ended June 30, 2015 and June 30, 2014 based on a number of factors, including their performance during the fiscal year, the roles and responsibilities of the Company's executives, the Company’s financial position, the individual experience and skills of, and expected contributions from, the Company's executives, the Company's executives' historical compensation and performance within the Company, and any contractual commitments the Company has made to its executives regarding compensation.

The Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Company's compensation policies. Risk management is a consideration of the Board of Directors when implementing compensation policies

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and the Board of Directors does not believe that the Company's compensation policies results in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Base Salary

The Company's approach is to pay its executives a base salary that is competitive with those of other executive officers in similar companies. The Company believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Company also believes that attractive base salaries can motivate and reward executives for their overall performance.

To the extent that the Company has entered into employment agreements with its executives, the base salaries of such individuals reflect the initial base salaries that the Company negotiated with them. The base salaries that the Company negotiated with its executives were based on its understanding of base salaries for comparable positions at similarly situated companies at the time, the Company’s financial position, the individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, and the base salaries of the Company's existing executives and other factors.

Option Based Awards

The Company adopted a new stock option plan (the " Option Plan ") at the 2015 Annual General and Special Meeting, in order to provide effective incentives to directors, officers and senior management personnel, employees and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company's Shareholders. The Company has no equity compensation plans other than the Option Plan. The Option Plan is an important part of the Company's long-term incentive strategy for its executive officers. The Option Plan is intended to reinforce commitment to long-term growth in profitability and Shareholder value. The size of stock option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such executive officer's long term contribution to the Company will be key to its long-term success. Previous grants of stock options are taken into account when considering new grants.

Use of Financial Instruments

The Company does not have a policy that would prohibit a Named Executive Officer or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument. Further, any such transaction must be undertaken in accordance with the Company’s Securities Trading Policy.

Compensation

The following table sets out certain information respecting the compensation paid to Named Executive Officers of the Company for the financial years ended June 30, 2015 and June 30, 2014:

Summary Compensation Table

NEO Name and principal position	Financial Year Ended	Salary (C$)	Share- based awards (C$)	Option- based awards(3) (C$)	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension value (C$)	All other compensation (C$)	Total Compen- sation (C$)
					Annual Incentive Plans	Long- term incentive plans
Michael Haynes(1) President, CEO	June 30,2015	Nil	Nil	Nil	Nil	Nil	Nil	87,926(1)	87,926
	June 30,2014	Nil	Nil	13,266	Nil	Nil	Nil	10,138(1)	23,404
Ian Cunningham(2) CFO	June 30,2015	Nil	Nil	Nil	Nil	Nil	Nil	87,926(2)	87,926
	June 30,2014	Nil	Nil	Nil	Nil	Nil	Nil	10,453(2)	10,453

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• (1) Michael Haynes was appointed as President, CEO and a director on May 16, 2014. Mr. Haynes’ fees were paid to Bullseye Geoservices Pty Ltd, a company through which Mr. Haynes’ services were provided to the Company.

• (2) Ian Cunningham was appointed as CFO and a director on May 16, 2014. Mr. Cunningham’s fees were paid to Vickery Corporate Pty Ltd, a company through which Mr. Cunningham’s services were provided to the Company.

• (3) This amount represents the theoretical fair value, on the date of grant, of stock options granted and stock options re-priced during the financial year. There was no cash compensation paid to any of the Named Executive Officers disclosed in the above table in connection with "option-based awards". The estimated fair value has been calculated using the Black Scholes Merton model according to Section 3870 of the CICA Handbook. For options granted the following assumptions were used: average expected life of three years; risk free interest rate of 1.19%; a nil dividend yield; and an expected annualized volatility of 84%. For options re-priced, the following assumptions were used: a weighted average expected life of 2.38 years; weighted average risk free interest rate of 1.11%; a nil dividend yield; and a weighted average annualized volatility of 158%.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all share-based and option-based awards granted to the Named Executive Officers and which were outstanding at June 30, 2015:

Name	Number of securities underlying unexercised options (#)	Option-based Awards Option exercise price (C$) Option expiration date	Option-based Awards Option exercise price (C$) Option expiration date	Value of unexercised in-the-money options(1) (C$)	Share-based Awards(2) Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested (C$) Market or payout value of vested share-based awards not paid out or distributed (C$)	Share-based Awards(2) Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested (C$) Market or payout value of vested share-based awards not paid out or distributed (C$)	Share-based Awards(2) Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested (C$) Market or payout value of vested share-based awards not paid out or distributed (C$)
Michael Haynes	628,250 350,000	0.05 0.05	1/12/16 28/11/16	N/A N/A	N/A N/A	N/A N/A	N/A N/A

(1) Based on the difference between the exercise price of the options and the closing price of the Company's CDI’s on the ASX on the last trading day prior to June 30, 2015 of C$0.033 (being the closing price of the Company’s CDIs on the ASX of A$0.035 on June 30, 2015 and A$:C$ exchange rate of 0.9550). If the option was not-in-the-money then a N/A has been assigned.

(2) The Company has not granted any share-based awards.

Incentive Plan Awards – Value Vested or Earned During the Year

No incentive plan awards were vested in or earned by the Named Executive Officers of the Company during the year ended June 30, 2015.

PENSION PLAN BENEFITS

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

TERMINATION AND CHANGE OF CONTROL BENEFITS

There are no compensatory plans, contracts or arrangements that provide payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a Named Executive Officer's responsibilities.

• 8 -

DIRECTOR COMPENSATION

During the financial year ended June 30, 2015 the Company had three (3) Directors who were not Named Executive Officers. The following table sets forth all compensation paid to Directors of the Company who were not NEO's during the financial year ended June 30, 2015:

June 30, 2015:
			Summary Compensation Table
Name	Fees Earned (C$)(3)	Share-based Awards (C$)	Option-Based Awards (C$)(1)	Non-equity incentive plan compensation (C$)	Pension value (C$)	All other compensation (C$)	Total (C$)
Mark Bojanjac(2)	25,423	Nil	28,028	Nil	Nil	Nil	53,541
Robert Boaz	9,634	Nil	14,014	Nil	Nil	Nil	23,648
Michael Fowler(2)	8,917	Nil	14,014	Nil	Nil	Nil	22,931

(1) This amount represents the theoretical fair value, on the date of grant, of stock options granted during the financial year. There was no cash compensation paid to any of the Named Executive Officers disclosed in the above table in connection with "option-based awards". The estimated fair value has been calculated using the Black Scholes Merton model. For options granted the following assumptions were used: average expected life of 3.25 years; risk free interest rate of 1.87%; a nil dividend yield; and an expected annualized volatility of 291.7%.

(2) Messrs. Bojanjac and Fowler were appointed as directors on January 15, 2015.

(3) The amount represents director fees paid during the financial year.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all share-based and option-based awards granted to the Directors of the Company who were not NEOs and which were outstanding at June 30, 2015:

Name	Number of securities underlying unexercised options (#)	Option-based Awards Option exercise price (C$) Option expiration date	Option-based Awards Option exercise price (C$) Option expiration date	Value of unexercised in-the-money options(1) (C$)	Share-based Awards(2) Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested (C$) Market or payout value of vested share-based awards not paid out or distributed (C$)	Share-based Awards(2) Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested (C$) Market or payout value of vested share-based awards not paid out or distributed (C$)	Share-based Awards(2) Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested (C$) Market or payout value of vested share-based awards not paid out or distributed (C$)
Robert Boaz	5,000,000 350,000	0.0136(1) 0.05	19/02/20 28/11/16	96,718 N/A	N/A	N/A	N/A
Mark Bojanjac	10,000,000	$0.0136(1)	19/02/20	193,435	N/A	N/A	N/A
Michael Fowler	5,000,000	$0.0136(1)	19/02/20	96,718	N/A	N/A	N/A

(1) Based on the difference between the exercise price of the options and the closing price of the Company's CDI’s on the ASX on the last trading day prior to June 30, 2015 of C$0.033 (being the closing price of the Company’s CDIs on the ASX of A$0.035 on June 30, 2015 and A$:C$ exchange rate of 0.9550). If the option was not-in-the-money then a N/A has been assigned.

(2) The Company has not granted any share-based awards.

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Incentive Plan Awards – Value Vested or Earned During the Year

No stock options vested to the Directors of the Company who are not Named Executive Officers of the Company, during the year ended June 30, 2015. The following table summarizes the value of options vested or earned during the year ended June 30, 2015 for each of the Directors who are not Named Executive Officers of the Company.

Name	Option-based awards– Value vested during the year(1) (C$)	Share-based awards– Value vested during the year(2)	Non-equity incentive plan compensation–Value earned during the year(3)
Robert Boaz	N/A	N/A	N/A
Mark Bojanjac	N/A	N/A	N/A
Michael Fowler	N/A	N/A	N/A

(1) This amount is the aggregate dollar value that would have been realized if the options under the option based awards had been exercised on the vesting date. It is determined by the difference between the exercise price of the option and the market price on the date of vesting. If the option was not-inthe-money then a N/A has been assigned.

(2) The Company has not granted any share-based awards.

(3) The Company has not issued any non-equity incentive plan compensation.

MANAGEMENT CONTRACTS

Neither the management functions of the Company nor any of its subsidiaries are, to any substantial degree, performed by a person other than the directors or executive officers of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table set forth information with respect to all compensation plans under which equity securities are authorized for issuance as of June 30, 2015:

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights(2)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(1)
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	28,314,300	C$0.023	N/A
Equity compensation plans not approved by security holders	860,000(3)	C$0.025	N/A
TOTAL	29,174,300	C$0.023	N/A

(1) There is no limit on the number of Common Shares that may be issued pursuant to the Company's stock option plan which was in effect on June 30, 2015.

(2) Based on the A$:C$ exchange rate of 0.9550 on June 30, 2015.

(3) Options to acquire Shares to be held in the form of CDIs, each with an exercise price of A$0.026 and expiry date of June 30, 2018.

• 10 -

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Other than "routine indebtedness" as defined in applicable securities legislation, since July 1, 2014, none of the executive officers, directors or employees or any former executive officers, directors or employees of the Company or any proposed nominee for election as a director of the Company or any of their respective associates is or has been indebted to the Company or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of:

• (a) the directors or executive officers of the Company at any time since July 1, 2014;

• (b) the proposed nominees for election as a Director of the Company; or

• (c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, " Informed Person " means (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein, or in the Notes to the Company's financial statements (and, in particular, Note 2 to the financial statements), none of:

• (a) the Informed Persons of the Company;

• (b) the proposed nominees for election as a director of the Company; or

• (c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since July 1, 2014 or in a proposed transaction which has materially affected or would materially affect the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the period ended June 30, 2015 (the " Financial Statements "), together with the Auditor's Report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor's Report thereon together with Management Discussion and Analysis (" MD&A ") for the financial years ended June 30, 2015 are available on SEDAR at www.sedar.com. The Notice of Annual General and Special Meeting of Shareholders, Information Circular, Request for Financial Statements (NI 51-102) and form of Proxy will be available from the Company's Registrar and Transfer Agent, Computershare Investor Services Inc., 510 Burrard Street, 2nd floor, Vancouver, British Columbia, V6C 3B9, or from the Company's head office located at Suite 9 – 5 Centro Avenue, Subiaco, Western Australia 6008.

REQUEST FOR FINANCIAL STATEMENTS

National Instrument 51-102 "Continuous Disclosure Obligations" sets out the procedures for a Shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered Shareholders must also provide written instructions in order to receive the financial statements.

• 11 -

FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS

The persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of Directors at five (5). Although Management is nominating five (5) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

Each Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders unless his successor is duly elected or until his resignation as a Director.

In the absence of instructions to the contrary, the shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which each of them is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which each of them has been a Director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of Common Shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. The five nominees are all currently Directors of the Company.

The nominees for the office of Director and information concerning them as furnished by the individual nominees are as follows:

Name, Province and Country of Ordinary Residence and Positions Held with the Company	Principal Occupation(1)	Date First Became a Director	No. of Shares Beneficially Owned or Controlled, Directly or Indirectly(1)
Michael Haynes City Beach, WA, Australia President, CEO and a Director	Geologist/geophysicist. Employed by Bullseye Geoservices Pty Ltd. since 2000 to provide consulting services to companies in the resource sector; Chairman of Overland Resources Limited since May 2005 and Director of Coventry from October 2009 – February 2014 and re-appointed from May 2014.	October 2009	Directly 628,250 C$0.05 unlisted options expiring 1 December 2016 350,000 C$0.05 unlisted options expiring 28 November 2016 Indirect Bullseye Geoservices Pty Ltd Family A/C>: 22,325,581 Common Shares Bullseye Geoservices Pty Ltd Family A/C>: 1,048,930 Coventry CDIs Mr MJA & Mrs MM Haynes Haynes Super Fund A/C>: 129,419 Coventry CDIs
Ian Cunningham Duncraig, WA, Australia CFO and a Director	Chartered Accountant / Chartered Secretary. Employed by Vickery Corporate Pty Ltd since 2010 to provide consulting services to companies in the resource sector. Company Secretary of Black Range Minerals Limited since December 2012 and Director of Coventry Resources Inc. since May 2014.	May, 2014	Indirect Anita Cunningham: 18,604,651 Common Shares
Mark Bojanjac(2) Claremont, WA, Australia Non-Executive Chairman	Chartered Accountant. Employed since 1993 providing consulting services to companies in the resource sector; Non- Executive Director of Geopacific Resources Limited since March 2013. Managing Director of Adamus Resources Limited from March 2007 to September 2010.	January 2015	Indirect Denise Worthington: 10,000,000 A$0.0143 unlisted options expiring February 19, 2020

• 12 -

Name, Province and Country of Ordinary Residence and Positions Held with the Company	Principal Occupation(1)	Date First Became a Director	No. of Shares Beneficially Owned or Controlled, Directly or Indirectly(1)
Michael Fowler(2) Ardross, WA, Australia Non-Executive Director	Geologist. Chief Executive Officer and Managing Director for Genesis Minerals Limited since 2007.	January 2015	Directly 5,000,000 A$0.0143 unlisted options expiring February 19, 2020
Robert Boaz(2) Mississauga Ontario, Canada Non-Executive Director	Currently the President, Chief Executive Officer and Director of Aura Silver Resources Inc.; Chairman of the Board of Southern Andes Energy Inc. (formerly Solex Resources Corp) and Director of Renaissance Gold Inc. which he serves on the Compensation and Audit Committees.	January, 2013	Directly 350,000 C$0.05 unlisted options expiring November 28, 2016 5,000,000 A$0.0143 unlisted options expiring February 19, 2020

(1) The information as to the province and country of residence, principal occupation and shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually as of March 4, 2016.

• (2) Member of the Company's Audit Committee.

The Company does not currently have an Executive Committee of its Board of Directors.

CEASE TRADE ORDERS, CORPORATE AND PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS

No proposed director (including any personal holding company of a proposed director):

• (1) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

• (a) was the subject of a cease trade order (including a management cease trade order which applies to directors or executive officers), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (collectively an "order"), that was issued while such person was acting in the capacity as director, chief executive officer or chief financial officer;

• (b) was subject to an order that was issued after such person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer;

• (2) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

• (3) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

• (4) has been subject to:

• (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority

• 13 -

since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter is attached hereto as Schedule "A". The disclosure required by Form 52-110 F1 is included in Schedule "B" attached hereto. The Audit Committee monitors the integrity of internal controls and monitors the business conduct of the Company. The committee reviews matters on a quarterly basis, relating to the financial position of the Company in order to provide reasonable assurances that the Company is in compliance with applicable laws and regulations, is conducting its affairs ethically and that effective internal controls and information systems are maintained.

CORPORATE GOVERNANCE

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this information circular as Schedule "B".

APPOINTMENT AND REMUNERATION OF AUDITORS

Shareholders will be asked to approve the re-appointment of BDO Canada LLP as the Auditors for the Company, to hold office until the next Annual General Meeting of the Shareholders at a remuneration to be fixed by the Board of Directors. Management recommends the appointment, and the persons named in the enclosed form of Proxy intend to vote in favour of such appointment.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

CONTINUANCE TO AUSTRALIA

Introduction

Coventry’s board of directors proposes to continue the Company from British Columbia to Australia. The following will be the procedure at the Meeting:

First, Shareholders will be asked to approve a special resolution (the "Australian Continuance Resolution") under the Business Corporations Act (British Columbia) (the "BC Act") approving the continuance of the Company to Australia (the "Australian Continuance" or "Continuance"). If this resolution is passed, Coventry will proceed to file the necessary documents under the Corporations Act 2001 (the “ Australian Corporations Act ”) to effect the Australian Continuance. If this resolution is not passed, Coventry will remain a British Columbia corporation.

By continuing under Australian legislation, by becoming registered as a company under the Australian Corporations Act the Company will be able to improve the administration and efficiency of the Company by having the majority of executive and personnel located in a single office in Australia. As the majority of Shareholders of the Company are Australian based and the Company trades only on the Australian Securities Exchange (the “ ASX ”), management of Coventry expects that the Australian Continuance will be advantageous to Shareholders. In particular, the Company expects to realise significant cost savings from the Australian Continuance.

All issued and outstanding shares and securities convertible into or exchangeable for shares of Coventry issued prior to the Continuance are fully paid. Upon the Australian Continuance becoming effective, property of every description, including choses in action and the business of the Company will continue to be vested in the Company and the Company will continue to be liable for all of its claims, debts, liabilities and obligations.

Shareholders in the Company currently either hold common shares or CDIs (CHESS Depository Interests) issued by CHESS Depository Nominees Pty Limited (ACN 071 346 506) (“ CDN ”), a wholly owned subsidiary of ASX.

As a consequence of the approval of the Continuance holders of common shares will receive an equivalent number of ordinary fully paid shares in the Company which have analogous rights to common shares. Unlike holders of common shares, holders of fully paid ordinary shares will have those shares quoted on the ASX.

• 14 -

Shareholders who currently hold CDIs will cease to hold those CDI’s and instead will be issued with an equivalent number of fully paid ordinary shares in the Company. As the direct holder of fully paid ordinary shares in the Company (as opposed to CDIs), shareholders will be entitled to attend and participate in shareholder meetings of the Company, as opposed to instructing CDN to act on behalf of the shareholder. Consistent with the above, the quotation of CDIs on ASX will cease and instead, trading will occur in the fully paid ordinary shares of the Company.

Subject to the approval of the Continuance, the Company will provide further details to Shareholders on the timing of the issue of fully paid ordinary shares in substitution for common shares and CDIs and the commencement of trading of those shares on ASX.

Dissent Rights for the Australian Continuance

As indicated in the Notice of Meeting, pursuant to Section 238 of the BC Act, any Shareholder may be entitled to be paid the fair value of all, but not less than all, of his, her or its shares in accordance with Section 245 of the BC Act if such Shareholder dissents in respect of the Australian Continuance Resolution and the Australian Continuance is effected.

Procedure for Dissent with respect to the Australian Continuance

A Shareholder may only exercise the right to dissent under the dissent procedures in respect of Common Shares that are registered in that holder's name. Accordingly, a Non-Registered Shareholder who wishes to dissent from the Australian Continuance Resolution may not be entitled to exercise the right to dissent under the BC Act unless the Common Shares are reregistered in the Non-Registered Holder's name.

A Shareholder who wishes to dissent from the Australian Continuance Resolution must provide a written objection to the Australian Continuance Resolution (an "Australian Continuance Notice of Dissent") to the Company. The Australian Continuance Notice of Dissent must be received at the Company’s registered office, Suite 1500 – 1055 West Georgia Street, Vancouver, B.C., V6E 4N7, Attention: Michael Kennedy, by no later than 4:30 p.m. (Vancouver time) on April 13, 2016 or by 4:30 p.m. (Vancouver time) on the date which is two days immediately prior to any adjournment of the Meeting, in order to be effective.

The BC Act does not provide, and the Company will not assume, that a vote against the Australian Continuance Resolution or an abstention constitutes an Australian Continuance Notice of Dissent but a Shareholder need not vote his, her or its securities against such resolution in order to dissent.

If the Australian Continuance Resolution is approved, and the Company determines to proceed with the Australian Continuance, the Company will give notice to each Shareholder who has delivered an Australian Continuance Notice of Dissent.

Each Shareholder receiving the notice from the Company referred to above must, if the Shareholder wishes to proceed with the dissent, send to the Company or its transfer agent within one month after the date of the notice a written statement that the dissenter requires the Company to purchase all of the Common Shares and the certificates representing the Common Shares.

Upon the Shareholder delivering to the Company or the transfer agent the notice and the certificates representing the Common Shares, the Shareholder is deemed to have sold its shares to the Company and the Company is obliged to pay the former Shareholder the value of the shares.

The Shareholder and the Company may agree on the value of the Common Shares, and if so the Company must promptly pay the agreed value to the Shareholder. If the Shareholder and the Company have not or cannot agree on the value of the Common Shares, the Shareholder or the Company may apply to the Supreme Court of British Columbia, and the court may determine the payout value of the shares, or order that the value of those notice shares be established by arbitration. Once the value has been determined by the court or in accordance with the court’s instructions, the Company is obliged to pay the value as determined to the Shareholder.

Section 245(5) of the BC Act prohibits the Company from making a payment to a dissenting Shareholder if there are reasonable grounds for believing that the Company is or would after the payment be insolvent.

If this provision applies, the Company must notify each dissenting Shareholder that it is unable lawfully to pay for their shares, and each dissenting Shareholder may, by written notice to the Company delivered within 30 days after receiving such notice from the Company, withdraw his, her or its Australian Continuance Notice of Dissent, in which case the dissenting Shareholder is reinstated to his, her or its full rights as a Shareholder, failing which the dissenting Shareholder retains status as a claimant against the Company, to be paid as soon as the Company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Company but in priority to its Shareholders.

• 15 -

The foregoing is only a summary of the dissent procedures under the BC Act, which are technical and complex. It is recommended that any Shareholder wishing to avail himself, herself or itself of their dissent rights under the dissent procedures of the BC Act seek legal advice as failure to comply strictly with the provisions of the BC Act may prejudice the right of dissent.

Effect of Continuance

Australian corporate legislation provides that when a body corporate is registered as a company, registration does not

• (a) create a new legal entity, or

• (b) affect the existing property, rights or obligations of the company, or

• (c) render defective any legal proceedings by or against the company or its members.

The registration of the Australian Continuance does not create a new legal entity, nor does it prejudice or affect the continuity of the Company.

The Australian Continuance will not affect the Company's status as a listed company on the ASX, or as a reporting issuer under the securities legislation of British Columbia, Alberta and Ontario and the Company will remain subject to the requirements of such legislation and the listing rules of ASX, in addition to Australian legislation, including the Australian Corporations Act.

Income Tax Considerations

The Company

The "corporate emigration" rules under the Income Tax Act (Canada) (the “Tax Act”), will apply to the Company upon the Australian Continuance. As a result, the Company will be deemed to have a tax year end immediately prior to the certificate of registration being issued under Australian corporate law. However, no actual change to the Company’s fiscal year end will occur as a result of the Australian Continuance. Each property owned by the Company immediately before the deemed year end will be deemed to have been disposed of by the Company for proceeds of disposition equal to the fair market value of each such property at that time. Any gains or losses realized by the Company from the deemed disposition will be taken into account when determining the amount of the Company’s taxable income for the taxation year which is deemed to end immediately before the Australian Continuance.

The amount of any taxable income so determined will be subject to tax in accordance with the provisions of the Tax Act. The Company will also be required to pay a special branch tax generally equal to 25% of the amount by which the fair market value of the Company's assets exceed the aggregate of its liabilities and the paid up capital of its issued and outstanding shares immediately before the Australian Continuance.

The Company does not expect to have any material amount of tax to pay under the Tax Act (or under any applicable provincial or territorial tax legislation) as a result of the Australian Continuance.

Shareholders

The following summary of the Australian income tax implications of the Australian Continuance only applies to:

• (i) persons or entities that are residents of Australia for tax purposes, but not those who are classed as temporary residents under Australian income tax law; and

• (ii) Shareholders in whose hands the Company’s Shares are capital assets and thus subject to the capital gains tax (“ CGT ”) provisions of Australian income tax law. It excludes persons and entities in whose hands the Coventry securities are trading stock or are being treated on revenue account for income tax purposes.

Shareholders in the Company currently either hold common shares or CDIs.

In the case of CDI holders, they retain beneficial ownership of the underlying common share.

As a consequence of the approval of the Continuance, holders of common shares and CDIs will receive an equivalent number of ordinary fully paid shares in the Company which have analogous rights to common shares.

• 16 -

The conversion of the CDI to an ordinary share is termed a transmutation under the ASX Operating Settlement Rules, whereby to transmute from or to a CDI is undertaken without any change in beneficial ownership.

Holders of Coventry common shares or CDIs will receive no consideration in relation to the Australian Continuance and as noted will remain the beneficial owners of the underlying securities throughout, being common shares prior to the Australian Continuance and ordinary shares thereafter. Accordingly, as a result of the Australian Continuance there are no Australian capital gains tax implications to existing Australian tax resident shareholders who hold Coventry shares on capital account.

Following completion of the Australian Continuance, the disposal of ordinary shares in the Company in the future will give rise to a CGT event for the Shareholder.

Prior to the Continuance, where a corporate shareholder has an interest of 10% or more in the Company for a period of greater than 12 months within the last 24 months, the resultant capital gain or loss from the disposal of those shares may have been reduced in accordance with subdivision 768-G of the Income Tax Assessment Act 1997 (Australia) . The future disposal of shares by a corporate shareholder where an interest of greater than 10% is held, may be taxable in Australia and may not be subject to the application of subdivision 768-G of the Income Tax Assessment Act 1997 .

All other Shareholders, including non-Australian tax residents and temporary Australian tax residents, should seek their own independent advice in relation to the tax consequences of the Australian Continuance in their country of residence.

The summary is based on the Income Tax Assessment Act 1997 , the Income Tax Assessment Act 1936 and relevant Australian Taxation Office (‘ATO’) pronouncements at the date of the Information Circular. The relevant law may be amended in future including with retrospective effect. The summary is general in nature and only intended to provide a guide to Shareholders who are residents of Australia for tax purposes and hold their shares in the Company on capital account. All Shareholders should seek professional advice about their own circumstances.

The Continuance Resolutions

Based on the foregoing, the Company’s directors believe that it is in the best interest of the Company and the Shareholders to transfer the jurisdiction of the Company to Australia.

Accordingly, Shareholders will be asked at the Meeting to consider and if thought fit, approve the Australian Continuance Resolution, the text of which is set out in the attached Schedule "C”. The Australian Continuance Resolution must be passed at the Meeting by at least two thirds of the votes cast in person or by proxy.

It should be noted that, notwithstanding the passing of the Australian Continuance Resolution at the Meeting by the requisite majority of votes cast in proxy or in person, the continuance is conditional upon the Company receiving, at or before the Meeting, Notices of Dissent in respect of Common Shares representing, in the aggregate, less than 2% of the total number of Common Shares outstanding at the date of the Meeting.

This condition may be waived by the Company in its sole discretion at any time.

The Australian Continuance, will affect certain rights of the Shareholders as they currently exist under the BC Act. The following is a summary of some of the corporate law changes that will occur.

This summary is not intended to be exhaustive and Shareholders should consult their legal advisors regarding implications of the Continuance, which may be of particular importance to them.

Comparison of Shareholder Rights Under the BC Act and the Australian Corporations Act

The following is a summary of certain material differences between the current rights of Shareholders under the BC Act and under the Australian Corporations Act.

These differences arise from differences between the British Columbia and Australian corporate law. The following summary does not purport to be a complete description of the rights of Shareholders, and is qualified in its entirety by the relevant provisions of applicable legislation. The summary refers to the Australian Corporations Act and to common commercial practise in Australian. It does not include the impact of the listing rules of the ASX which will not change as a result of the Continuance.

• 17 -

SHAREHOLDERS SHOULD CONSULT THEIR OWN LEGAL ADVISORS IF THEY REQUIRE SPECIFIC OR DETAILED INFORMATION CONCERNING THESE MATTERS.

As part of the Continuance, the existing notice of articles and articles of the Company will be replaced so that upon the registration of the Company as a company in Australia under the Australian Corporations Act, the Company's constating documents will comply with the necessary requirements of the Australian Corporations Act and common commercial practise in Australia. A complete copy of such constating documents is attached as Schedule "E” to this Information Circular.

Shareholder Voting Rights

Under the BC Act and the articles of the Company, holders of Common Shares are entitled to one vote per share, either in person or by proxy, on each matter to be voted on at Shareholder meetings. Under the BC Act, voting at a meeting of Shareholders shall be by a show of hands except where a ballot is demanded, either before or on the declaration of the result of any vote by show of hands, after the vote, by a Shareholder or proxyholder entitled to vote at the meeting. The articles of the Company provide for voting by a show of hands except where a ballot is demanded.

Under the Australian Corporations Act, there are equivalent rights for voting shares at Shareholder meeting, provided the poll is demanded by at least 5 members present and entitled to vote on the resolution or members with at least 5% of the votes that may be cast on the resolution, or the chairman of the meeting.

Special Meeting of Shareholders

Under the BC Act, a special meeting of Shareholders may be called by the directors and the holders of not less than 5% of the issued shares of a Company that carry the right to vote at a meeting sought to be held and the directors shall call a meeting of Shareholders.

Under the BC Act and the articles of the Company, notice of all meetings of Shareholders of a Company must be sent not less than 21 days and not more than two months before the meeting to each Shareholder entitled to vote at the meeting, to each director and to the auditor of the Company.

Under the BC Act and the articles of the Company, the directors may specify in a notice calling a meeting of Shareholders a time not exceeding 48 hours (excluding Saturdays and holidays) preceding any meeting or adjourned meeting of Shareholders before which time proxies to be used at such meeting must be deposited.

Under the Australian Corporations Act, there are similar rights for Shareholders holding at least 5% of the votes that may be cast at a general meeting to call a meeting of Shareholders. At least 28 days' notice of a meeting of Shareholders must be given while the Company is listed on the ASX. Documents for the appointment of a proxy must be received by the Company at least 48 hours in advance of a meeting.

Under the BC Act and the Company's articles, the vote of Shareholders required to pass a resolution is typically a majority or two thirds of the votes cast on the resolution, depending upon the action being voted upon. A "special resolution" is a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted in respect of that resolution, or signed by all the Shareholders entitled to vote on that resolution. Matters requiring approval by special resolution include amendments to the articles, adoption of an amalgamation agreement, authorizing continuance in another jurisdiction, adopting an arrangement, approving the sale, lease or exchange of substantially all of the Company's assets, requiring voluntary winding up and authorizing the voluntary dissolution of the Company.

Matters requiring approval by a majority of the votes cast include confirmation, rejection or amendment of bylaws, election of directors, appointment of auditors and fixing the remuneration of the auditors

Under the Australian Corporations Act, a special resolution requires the approval of a majority of 75% of the votes cast on the resolution. Matters requiring approval by special resolution include amendment to the constitution, change of company type or name and voluntary winding up.

As a consequence, when the Company has been continued into Australia, certain actions by the Company that currently require Shareholder approval under the BC Act will no longer require such approval, such as approving the sale, lease or exchange of substantially all of the Company's assets and the percentage vote of members required to approve certain matters will be higher than

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the percentage vote of Shareholders currently required to approve such matters. The ASX listing rules may require approvals in addition to those required under the Australian Corporations Act.

Proposals of Shareholders

Under the BC Act, any Shareholder entitled to vote at an annual meeting of Shareholders and who has been the registered or beneficial owner of common shares of the Company for an uninterrupted period of at least two years (a "qualified Shareholder") may submit to the Company a proposal to be raised at the meeting. To be valid the proposal must be signed by qualified Shareholders who are registered or beneficial holders of common shares that either (a) constitute at least one percent of the issued and outstanding shares, or (b) have a fair market value of not less than $2,000. The proposal must also be received at the Company’s registered office no later than three months before the anniversary of the prior annual general meeting of the Company. The text of the proposal must also not exceed 1,000 words. The Company must include the text of the proposal and the names of the submitter and any supporters in the information circular sent to Shareholders in connection with the annual meeting. The Company need not process a proposal if, among other things, (i) substantially the same proposal was submitted to Shareholders in connection with a general meeting held within the previous five years and did not receive the prescribed level of support at such prior meeting, (ii) the proposal does not relate in a significant way to the business or affairs of the Company, or (iii) the principal purpose of the proposal clearly appears to be to secure publicity or to enforce a personal claim against the Company or its directors, officers or securityholders.

Under the Australian Corporations Act, there are similar rights to give notice of a resolution that is proposed to be moved at a general meeting and to submit to the Company statements regarding a resolution that is proposed to be moved at a meeting of Shareholders or any other matter that may be properly considered at a general meeting to be held not less than 2 months after such notice is given. Such notices must be made by one or more Shareholders who hold shares having at least 5% of the votes that may be cast on the resolution, or by at least 100 Shareholders who are entitled to vote at the meeting.

Inspection Rights

Under the BC Act, a Shareholder of a Company and the Shareholder's agents and legal representatives have the right to inspect copies of the following during the usual business hours of the Company, free of charge: (i) the notice of articles and articles of the Company, including any amendments, (ii) minutes of meetings and resolutions of Shareholders, (iii) copies of all notices of directors and notices of changes in directors required to be sent to the Registrar, (iv) a securities register, (v) copies of the financial statements and reports of the Company's auditors and other financial information required by the BC Act, and (vi) a register of disclosures made by directors and officers of their interests in material contracts or proposed material contracts with the Company.

A Shareholder has the right to obtain, free of charge, one copy of the notice of articles and articles, of the Company, including amendments. Any other person, may require the Company to furnish a Shareholder list upon payment of a reasonable fee and delivery of a statutory declaration as to the name and address of the applicant and to the effect that such list will not be used except in connection with an effort to influence voting by Shareholders of the Company, an offer to acquire shares of the Company or any other matter relating to the affairs of the Company.

Under the Australian Corporations Act, members can inspect the registers of members, option holders, and debenture holders without charge. Anyone can obtain a copy of these registers or a part of the registers upon making an application and paying the requisite fee. The company must lay before the general meeting and provide all members annually with the company’s financial report, directors report and the auditor’s report. The directors report includes such matters as the names of all directors for that financial year, their qualifications and experience, the number of board meetings attended, the relevant interests of directors, and details of contracts to which the director is a party or entitled to a benefit. The directors’ report must include general information about the Company’s operations and activities such as a review of operations during the year of the entity reported on and the result of those operations, the giving of details of any significant changes in the Company’s affairs during the year and the stating of the entity’s principal activities during the year and any significant changes in the nature of those activities.

Dividends and Repurchases of Shares

Under the BC Act, the directors may declare and the Company may pay a dividend by issuing fully paid shares of the Company and, subject to the solvency test described in the following sentence, a Company may pay a dividend in money or property.

The directors are prohibited from declaring and the Company is prohibited from paying a dividend if there are reasonable grounds for believing that the Company is or, after the payment would be unable to, pay its debts as they become due in the ordinary course of its business.

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The BC Act also permits a Company, subject to its articles, to purchase or otherwise acquire any of its issued shares or warrants, provided that no payment to purchase or otherwise acquire its shares may be made unless, subject to certain specified exceptions, the solvency test described above is satisfied at the time of, and after, such payment.

Under Australian law, the directors may declare dividends on shares. A dividend must not be paid unless the Company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend, the payment of the dividend is fair and reasonable to the company’s shareholders as a whole and the payment of the dividend does not materially prejudice the company’s ability to pay its creditors. The directors may determine that a dividend is payable and fix the amount, time for payment and the method of payment. Dividends may be paid by cash, the issue of shares, the grant of options and the transfer of assets.

Under the BC Act, a Company may, subject to its articles and to the solvency test mentioned above, redeem or purchase any redeemable shares issued by it at prices not exceeding any redemption price thereof stated in the articles or calculated according to a formula stated in the articles.

Under the Australian Corporations Act, there are more complex provisions relating to the circumstances when, and the process to be followed as to how, a Company may buy-back its shares, other than redeemable preference shares. In all cases the share buy-back must not materially prejudice the Company's ability to pay its creditors. There are five types of buy-back, one of which includes an “equal access scheme". A Company may buy-back its ordinary shares under an "equal access scheme" (unless Shareholder approval is otherwise obtained, subject to limits on purchasing no more than 10% of the issued and outstanding shares in any 12 month period) if uniform offers are made to all holders of ordinary shares to buy back the same percentage of each holders shares, and all Shareholders have a reasonable opportunity to accept the offers. Shares which are bought back are transferred to the Company and then cancelled.

Amendments to Governing Instruments

Under the BC Act, any change to the articles of a Company must be approved by special resolution.

If a proposed amendment requires approval by special resolution, the holders of shares of a class (or of a series of a class, if the proposed amendment would affect such series differently from the other series of shares of such class) are entitled to vote separately as a class or series if the proposed amendment affects the class or series as specified in the BC Act, whether or not the class or series otherwise carries the right to vote.

Under the Australian Corporations Act, amendments to a Company’s constitution requires the approval of a majority of 75% of the votes cast of Shareholders present and entitled to vote.

As a consequence, when the Company has been continued into Australia, the percentage vote of members required to approve changes to the Company's constitution will be higher than the percentage vote of Shareholders currently required to approve such matters.

Director Qualifications

The board of directors of a BC Company that is a public Company must consist of at least three individuals. Individuals who are bankrupt, of unsound mind or who have been convicted of certain offences involving fraud are not qualified to serve as directors.

Under the Australian Corporations Act, a public company must have at least three directors, two of whom must ordinarily reside in Australia. The BC Act and the Australian Corporations Act have similar grounds of disqualification for directors. Subject to application to the court by the Australian corporate regulator, a person may also be disqualified from acting as a director due to convictions for offences, involvement in two or more failed corporations and for repeated contraventions of the Australian Corporations Act.

Removal of Directors

Under the BC Act, the Shareholders may by special resolution remove a director from office, or if the Company's articles so permit, by a resolution passed by less than the votes required for a special resolution, or by some other method.

Under the Australian Corporations Act, the Shareholders of a Company may by an ordinary resolution remove a director from office. The director is entitled to put his or her case to the Shareholders of the Company by causing the Company to circulate to the

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Shareholders a written statement, and by speaking to the motion to remove the director at the Shareholder meeting called for that purpose.

Vacancies on the Board of Directors

Under the BC Act and the Company's articles, the directors may appoint additional directors, provided the number of additional directors appointed does not exceed 1/3 of the number of directors elected or appointed at the most recent meeting of Shareholders of the Company.

Under the Australian Corporations Act, the director may appoint a person as a director. For a public company, the appointment must be confirmed by resolution at the Company's next annual general meeting. Members of a company can appoint a person as director by resolution passed in general meeting. The Company’s constitution may provide for how directors are to be appointed.

Fiduciary Duties of Directors

Directors of corporations incorporated or organized under the laws of British Columbia and Australia have fiduciary obligations to the company.

Pursuant to these fiduciary obligations, the directors must act in accordance with the so-called duties of "due care" and "loyalty".

The BC Act provides that every director and officer of a corporation governed by that Act, in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Every director and officer of a corporation governed by the BC Act must comply with the provisions of that Act, the regulations thereunder, and the articles. No provision in a contract, the articles or any resolution relieves a director or officer from the duty to act in accordance with the BC Act or the regulations thereunder, or relieves him or her of liability for a breach of either.

There are similar provisions under Australian corporate law as to the statutory duties and conduct required of a director. Australian corporate legislation also specifically recognises that a director who makes a "business judgment" is taken to meet the requirements to have exercised the degree of care and diligence that a reasonable prudent person would exercise if the director made the judgment in good faith for a proper purpose, did not have a material personal interest in the subject matter of the judgment, informed himself about the subject matter of the judgment to the extent they reasonably believed to be appropriate, and rationally believed that the judgment was in the best interests of the corporation.

Conflict of Interest of Directors and Officers

Subject to certain specified exceptions, the BC Act restricts interested directors from voting on any transactions in which such director has an interest. Interested directors and officers must disclose in writing to the Company or request to have entered in the minutes of meetings of directors the nature and extent of their interest.

There are similar provisions under the Australian Corporations Act. In Australia, generally directors who have disclosed a material personal interest must not be present at directors’ meetings considering the matter.

Indemnification of Directors, Officers and Others

The BC Act permits indemnification of a director or officer, a former director or officer or a person who acts or acted at the Company's request as a director or officer of a body corporate of which the Company is or was a Shareholder or creditor, and his or her heirs and legal representatives (an "Indemnifiable Person"), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Company or body corporate, if: (i) he or she acted honestly and in good faith with a view to the best interests of the Company, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

An Indemnifiable Person is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defense of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or the body corporate, if the Indemnifiable Person was substantially successful on the merits in his or her defense of the action or proceeding, fulfills the conditions set out in clauses (i) and (ii) above, and is fairly and reasonably entitled to indemnity.

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Under the Australian Corporations Act, a corporation is prohibited from indemnifying a director or officer against liabilities (other than legal costs) incurred as a director or officer that did not arise out of conduct in good faith. A corporation is also prohibited from indemnifying a director or officer against legal costs incurred in defending an action for a liability incurred as a director or officer if the legal costs are incurred in connection with defending proceedings in which the person is found to have a liability arising out of conduct not in good faith, in defending criminal proceedings in which the person is found to be guilty, in certain regulatory or insolvency proceedings, or in connection with proceedings for relief under Australian corporate law in which the court denies the relief.

Stockholders’ Suits

Under the BC Act, a registered or beneficial security holder of a corporation or its affiliates may apply to the court for leave to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.

The BC Act provides that the Court in a derivative action may make any order it thinks fit including, without limitation; (i) an order authorizing the complainant or any other person to control the conduct of the action; (ii) an order giving directions for the conduct of the action; (iii) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to the former and present securityholders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and (iv) an order requiring the corporation and its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.

The Australian Corporations Act provide similar rights to former or current Shareholders and former officers or current officers to bring a derivative action on behalf of the Company.

Oppression Remedy

The BC Act provides an oppression remedy that enables the Court to make any order, both interim and final, to rectify the matters complained of, if the court is satisfied upon the application by a complainant that: (i) the business or affairs of a Company are, have been, or are threatened to be carried on or conducted in a manner; or (ii) the powers of the directors of a Company are, have been, or are threatened to be exercised in a manner; that is oppressive or unfairly prejudicial to any security holder.

A complainant means (i) a registered holder or beneficial owner, or a former registered holder or beneficial owner, of a security of a Company or any of its affiliates; or (ii) any other person who, in the discretion of the court, is a proper person to make such application.

Because of the breadth of conduct which can be complained of and the scope of the Court's remedial powers, the oppression remedy is very flexible and is sometimes relied upon to safeguard the interests of Shareholders and other complainants with a substantial interest in the Company.

Under the BC Act it is not necessary to prove that the directors of a Company acted in bad faith in order to seek an oppression remedy. Furthermore, the Court may order the Company to pay the interim expenses of a complainant seeking an oppression remedy, but the complainant may be held accountable for such interim costs on final disposition of the complaint (as in the case of a derivative action).

The Australian Corporations Act provides similar remedies to Shareholders.

Reorganizations, Mergers, Extraordinary Transactions

The BC Act provides that certain extraordinary corporate actions, such as certain amalgamations, any continuation, and sales, leases or exchanges of all or substantially all of the property of a corporation other than in the ordinary course of business, and other extraordinary corporate actions such as liquidations, dissolutions and arrangements, are required to be approved by special resolution.

Under the Australian Corporations Act, restructuring corporate actions such as members' schemes of arrangement and creditors' deeds of arrangement must be effected under the general supervision of the courts. Australian law provides that the courts may make orders calling shareholder meetings to approve such transactions, and order that explanatory statements be sent to Shareholders regarding such proposed actions. Arrangements and compromises are binding if approval is given according to a double requirement, by a simple majority in number of the members (or members of the relevant class) present and voting, and, approval by at least 75% of votes cast are cast in favour of a resolution approving the arrangement.

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Such matters as take-over bids, issuer bids or self-tenders, going-private transactions and transactions with directors, officers, significant Shareholders and other related parties to which the corporation is a party are subject to regulation by Canadian provincial securities legislation and administrative policies and rules of Canadian securities administrators. Such legislation and administrative policies and rules will continue to apply to the Company after the Australian Continuance. Such legislation and administrative policies and rules may impose Shareholder approval requirements in addition to the foregoing.

Takeovers and share based transactions between the company and its related parties are subject to regulation under the Australian Corporations Act.

Dissent and Appraisal Rights

The BC Act provides that the Shareholders of a BC Company entitled to vote on certain matters are entitled to exercise dissent rights and to be paid the fair value of their shares in connection therewith. The BC Act does not distinguish for this purpose between listed and unlisted shares. Such matters include: (i) an amendment to its articles to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation; (ii) an amendment to its articles to add, remove or change any restriction upon the business or businesses that the corporation may carry on; (iii) any amalgamation with another corporation (other than certain affiliated corporations); (iv) continuance under the laws of another jurisdiction; (v) the sale, lease or exchange of all or substantially all its property other than in the ordinary course of business; (vi) a court order permitting a Shareholder to dissent in connection with an application to the court for an order approving an arrangement proposed by the corporation; or (vii) certain amendments to the articles of a corporation which require a separate class or series vote.

Although formal rights of dissent are not afforded to Shareholders on a take-over bid, rights that are substantively similar to dissent rights are available to the offerees of a take-over bid. When a successful take-over bid occurs and the offeree does not accept such bid, such offeree may, amongst other things, demand payment of the fair value of his, her or its shares by notifying the offeror and applying to the BC Supreme Court to fix the fair value of such shares.

Dissent rights may be granted by the BC Supreme Court in connection with a court approved arrangement of a Company as the Court may make any order that it sees fit. Typically, dissent rights are granted by the Court when the arrangement is affecting an act that could be completed under another provision of the BC Act and such act would give rise to dissent rights under that other provision. A properly dissenting Shareholder is also entitled to elect to receive the appraised value of his or her shares in connection with certain compulsory acquisitions, as described herein under the heading "Compulsory Acquisition".

Similar rights are given to minority Shareholders under the Australian Corporations Act. However, there are differences in the circumstances and types of transactions that give rise to minority rights under Australian corporate law as well as the procedures to be followed by a Shareholder to exercise those minority rights.

Compulsory Acquisition

Under the BC Act, where over 90% of the shares of a corporation (other than shares held at the date of the bid by or on behalf of the bidder or an affiliate or associate of the bidder) are acquired pursuant to a take-over bid or issuer bid, the bidder, by complying with the provisions of the BC Act, can force the non-tendering Shareholders to either sell their shares on the same terms at the tendering Shareholders, or to demand payment from the corporation of the fair value of their securities in exchange for the surrender of their securities to the corporation.

Under the Australian Corporations Act, there are similar rights of compulsory acquisition which also apply whether or not the holder who acquires the shares has previously made a takeover bid.

Since the Continuance will not affect the Company's status as a reporting issuer under Canadian securities legislation, such legislation may apply to take over bids made to the Company’s Shareholders.

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RE-ELECTION OF DIRECTORS

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

"That, for the purpose of clause 14.1 of the Articles, ASX Listing Rule 14.4 and for all other purposes, Michael Haynes, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the Articles, ASX Listing Rule 14.4 and for all other purposes, Ian Cunningham, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the Articles, ASX Listing Rule 14.4 and for all other purposes, Robert Boaz, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the Articles, ASX Listing Rule 14.4 and for all other purposes, Mark Bojanjac, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the Articles, ASX Listing Rule 14.4 and for all other purposes, Michael Fowler, a director, retires by rotation, and being eligible, is re-elected as a director."

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer.

Clause 14.1 of the Articles of the Company provides that each director must retire at each annual general meeting of the company, and is eligible for re-election as a director.

The Company currently has five (5) directors who each retire and seek re-election.

RATIFICATION OF PRIOR ISSUE UNDER 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 approve and ratify the issue of 20,305,074 Shares on the terms and conditions set out below.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issues and any of their associates. However, the Company will 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.

General

On 27 August 2015, the Company completed a raise of A$1,319,830 through the issue of 20,305,074 common shares to be held in the form of CHESS Depositary Interests (“Shares”) at an issue price of A$0.065 per Share ( August Placement ). The August Placement was undertaken pursuant to ASX Listing Rule 7.1.

This resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of all of the August Placement Shares issued pursuant to ASX Listing Rule 7.1 ( 7.1 Ratification ).

ASX Listing Rule 7.1 provides that a company must not without prior approval of shareholders, 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.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting approves and ratifies the previous issue of securities made without Shareholder approval under ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the August Placement Shares, 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.

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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 the 7.1 Ratification:

• (a) 20,305,074 Shares were issued pursuant to ASX Listing Rule 7.1

• (b) the issue price was A$0.065 per Share

• (c) the Shares issued were all CHESS Depositary Interests issued on the same terms and conditions as the Company’s existing CHESS Depositary Interests;

• (d) the Shares were issued to sophisticated and professional investors who participated in the August Placement (as announced on 28 August 2015), all of whom are not related parties of the Company; and

• (e) the use (or intended use) of the proceeds of the August Placement were as follows:

• to undertake exploration activities on the Company’s Caribou Dome Copper Project (“Caribou Dome Project”) in Alaska, USA;

• to pay the costs of the August Placement; and

• for general working capital purposes.

• (f) a voting exclusion statement for this resolution is included in this Information Circular.

RATIFICATION OF PRIOR ISSUE UNDER LISTING RULE 7.1A

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 approve and ratify the issue of 22,732,429 Shares on the terms and conditions set out below.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issues and any of their associates. However, the Company will 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.

General

On December 15, 2015, the Company completed a raise of A$681,973 through the issue of 22,732,429 common shares to be held in the form of CHESS Depositary Interests (“Shares”) at an issue price of A$0.03 per Share ( December Placement ). The December Placement was undertaken pursuant to ASX Listing Rule 7.1A.

This resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of all of the December Placement Shares issued pursuant to ASX Listing Rule 7.1A ( 7.1A Ratification ).

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior Shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains Shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1A those securities will from that date be included in variable “A” in the formula in ASX Listing Rules 7.1 and 7.1A.2 for the purpose of calculating the annual placement capacity of the Company under both ASX Listing Rules 7.1 and 7.1A. By ratifying the issue of the December Placement Shares, the Company will retain the flexibility to issue equity securities in the future up to the 10% annual placement capacity set out in ASX Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

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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 the 7.1A Ratification:

• (a) 22,732,429 Shares were issued pursuant to ASX Listing Rule 7.1A;

• (b) the issue price was A$0.03 per Share;

• (c) the Shares issued were all fully paid CHESS Depositary Interests issued on the same terms and conditions as the Company’s existing CHESS Depositary Interests;

• (d) the Shares were issued to sophisticated and professional investors who participated in the December Placement (as announced to ASX on December 15, 2015), all of whom are not related parties of the Company; and

• (g) the use (or intended use) of net proceeds of the December Placement were as follows:

• to undertake exploration and development activities on the Caribou Dome Project;

• to pay the costs of the December Placement; and

• for general working capital purposes.

• (f) a voting exclusion statement for this resolution is included in this Information Circular.

APPROVAL UNDER LISTING RULE 7.1A

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out below."

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue of equity securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of those persons. However, the Company will 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.

General

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 ").

An eligible entity for the purposes of Listing Rule 7.1A is one that, as at the date of the relevant annual general meeting:

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

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

The Company is an eligible entity as at the date of this Information Circular and is expected to be an eligible entity as at the time of the Meeting as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately A$7.4 million. If Shareholders approve this resolution, the number of equity securities the eligible entity may issue under the 10% placement capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

The effect of this resolution will be to allow the company to issue equity securities up to 10% of the Company's fully paid Common Shares on issue under the 10% placement capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under ASX Listing Rule 7.1.

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This resolution is a special resolution and therefore requires approval of 75% of votes cast by Shareholders present and eligible to vote at the Meeting.

ASX Listing Rule 7.1A

Any equity securities issued must be in the same class as an existing class of quoted equity securities. The Company currently has 1 class of equity securities on issue, being the Company's Common Shares which are represented on the ASX as CDIs (ASX Code: CYY).

The exact number of equity securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A

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

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

• (ii) plus the number of partly paid Common Shares that became fully paid in the previous 12 months;

• (iii) plus the number of Common Shares issued in the previous 12 months with approval of holders of Common Shares under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid Common Shares under the entity's 15% placement capacity without Shareholder approval; and

• (iv) less the number of Common 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 Common Shares under ASX Listing Rule 7.1 or 7.4.

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:

(a) Minimum Price

The minimum price at which the equity securities may be issued is no less than 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 set out below, 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

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• (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 Common Shares under the issue.

If this resolution 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 Common 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 Common Shares and the current number of equity securities on issue as at the date of this Information Circular.

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

Number of shares on Issue (Variable 'A' in ASX Listing Rule 7.1A2)
		Dilution
	Issue Price (per Share)	A$0.0135 50% decrease in Issue Price	A$0.027 Issue Price	A$0.054 100% increase in Issue Price
274,439,615 (Current Variable A)	Shares issued - 10% voting dilution	27,443,962 Shares	27,443,962 Shares	27,443,962 Shares
	Funds raised	A$370,493	A$740,987	A$1,481,974
411,659,423 (50% increase in Variable A)	Shares issued - 10% voting dilution	41,165,942 Shares	41,165,942 Shares	41,165,942 Shares
	Funds raised	A$555,740	A$1,111,480	A$2,222,961
548,879,230 (100% increase in Variable A)	Shares issued - 10% voting dilution	54,887,923 Shares	54,887,923 Shares	54,887,923 Shares
	Funds raised	A$740,987	A$1,481,974	A$2,963,948

*The number of Common Shares on issue (Variable A in the formula) could increase as a result of the issue of Common 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 Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 274,439,615 Common Shares on issue.

2. The issue price set out above is the closing price of the CDI’s on the ASX on March 4, 2016.

3. The Company issues the maximum possible number of equity securities under the 10% placement capacity.

4. The Company has not issued any equity securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

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6. The issue of equity securities under the 10% placement capacity consists only of Common Shares. It is assumed that no options are exercised into Common Shares before the date of issue of the equity securities.

7. 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.

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

9. 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%.

10. 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:

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

• (b) the Common Shares may be issued at a price that is at a discount to the market price for the CDI’s 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 (1) continued exploration and development expenditure on the Company’s existing assets; (2) acquisition of new resources, assets and investments (including expenses associated with such an acquisition); and (iii) general working capital; or

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

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

(e) Allocation policy 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;

• (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 resources, assets or investments, it is likely that the recipients under the 10% placement capacity will be vendors of the new resources, assets or investments.

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(f) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A at last year’s annual general meeting held on February 20, 2015.

The Company has issued a total of 126,287,433 Equity Securities during the 12 months preceding the date of this Meeting, representing approximately 129.4% of the total diluted number of Equity Securities on issue in the Company as at the date of the last annual general meeting.

Information relating to issues of Equity Securities by the Company in the 12 months prior to the date of this Meeting is set out in Schedule “D”.

(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 issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

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

(h) Voting exclusion statement

A voting exclusion statement for this resolution is included in this Information Circular.

At the date of this Information Circular, the Company has not approached any particular existing security holder or an identifiable class of existing security holders to participate in the issue of equity securities. No existing Shareholders votes will therefore be excluded under the voting exclusion in the Information Circular.

In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a persons vote to be excluded, it must be known that a person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any equity securities issued under the 10% placement capacity), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

APPROVAL UNDER LISTING RULE 7.1 – PROPOSED CAPITAL RAISING

To consider and, if thought fit, to pass 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 issue of up to 50,000,000 Common Shares at an issue price of not less than 80% of the volume weighted average market price for the Company’s CDI’s on the five trading days prior to the issue of the Common Shares, to the parties, for the purpose, and on the terms and conditions set out below."

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue of the Common Shares under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of those persons. However, the Company will 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.

General

This resolution seeks Shareholder approval for the issue of up to 50,000,000 Common Shares at an issue price of not less than 80% of the market price for Coventry CDI’s calculated over the five trading days on which sales in Coventry CDI’s are recorded before the day on which the issue is made (“ Proposed Capital Raising ”).

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The purpose of the resolution is to provide the Company with the ability to conduct the Proposed Capital Raising via a placement of Common Shares to raise funds for:

• (a) exploration and development on the Caribou Dome Project; and

• (b) general working capital.

At this stage the Company does not know the size of the capital raising as the quantum will depend on investor interest, market factors and any results received from exploration on the Caribou Dome Project prior to the raising being undertaken.

The issue price of the Common Shares and hence the number of Common Shares issued under the Proposed Capital Raising, if it proceeds, will depend on the market price of the CDI’s traded on ASX at the relevant time.

The resolution, if approved, provides the Company with the ability to conduct the proposed Capital Raising within 3 months of the Annual General Meeting (or such later date as may be approved by ASX).

If the resolution is not approved or the capital raised pursuant to the Proposed Capital Raising is not considered sufficient by the Board to fund proposed exploration activities on the Caribou Dome Project and general working capital, the Board may consider further capital raising options over the next 12 months.

None of the participants in the proposed Capital Raising will be related parties of the Company.

ASX Listing Rule 7.1

Listing Rule 7.1 provides that a Company must not, without prior approval of Shareholders and subject to specified exceptions, issue or agree to issue equity securities, if the equity securities will in themselves or when aggregated with the equity securities issued by the Company during the previous 12 months, exceeds 15% of the number of Common Shares on issue at the commencement of that 12 month period.

The effect of the resolution will be to allow the Company to issue Common Shares in the Company pursuant to the Proposed Capital Raising during the period of 3 months after the date of the Annual General Meeting (or a longer period, if allowed by ASX), without such issue being included in the Company’s 15% annual placement capacity and thereby minimising the restrictive effect of Listing Rule 7.1 on any further issues by the Company of equity securities in the next 12 months.

Technical information required by ASX Listing Rule 7.3

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders in relation to the Proposed Capital Raising, for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.1:

• (b) the maximum number of Common Shares to be issued is 50,000,000;

• (c) the Common Shares to be issued pursuant to the resolution will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Shares will be issued on the same date;

• (d) the issue price will not be less than 80% of the volume weighted average market price for CDI’s calculated over the 5 trading days on which the sales in CDI’s are recorded before the day on which the issue is made;

• (e) the Directors will determine to whom the Common Shares will be issued to, but these persons will not be related parties of the Company;

• (f) the Common Shares will be issued on the same terms and conditions as the Company’s existing Common Shares and will rank equally in all respects with the Company’s existing Common Shares and following the issue of the Common Shares, it is expected that they will be converted to CDI’s, which will rank equally with the Company existing CDI’s;

• (g) the Company intends to use the funds raised from the Proposed Capital Raising for exploration activities on the Caribou Dome Project and for general working capital purposes as set out in the table below; and

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Item	Amount (C$m)1
CaribouDomeProject2	1.17
Working capital(incl.financing costs)	0.15
TOTAL	1.32

Notes:

1. The above table is a statement of current intentions as at the date of this Information Circular and assumes the issue of 50m Common Shares at an issue price of A$0.027 (being the closing price of the Company’s CDIs on the ASX on March 4, 2016 and A$:C$ exchange rate of 0.9827). Intervening events may alter the size of the Proposed Capital Raising and/or the way funds are ultimately applied by the Company.

2. Proposed activities include geophysics, drilling, trenching and soil, stream and rock chip sampling.

3. (h) a voting exclusion statement is included in the Information Circular.

OTHER MATTERS

As of the date of this information circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company's Financial Statements and Management Discussion and Analysis may be obtained without charge upon request from the Company, at Suite 9 – 5 Centro Avenue, Subiaco, Western Australia 6008, Tel: +618 9226 1356 and such documents will be sent by mail or electronically by email as may be specified at the time of the request.

DIRECTOR APPROVAL

The contents of this Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.

DATED at Vancouver, British Columbia, this 4[th] day of March, 2016.

"Michael Haynes"

Michael Haynes President, Chief Executive Officer and Director

SCHEDULE "A" COVENTRY RESOURCES INC.

FORM 52-110F1 AUDIT COMMITTEE DISCLOSURE

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Audit Committee Mandate

The primary function of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities related to the quality and integrity of financial reporting, the system of internal control and management of financial risks, the audit process, the Company's process for monitoring compliance with laws and regulations and contractual obligations. To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee member ship as well as the Company's business operations and risks.

Authority

The Committee is empowered to make such enquiry and investigation and require such information and explanation from management as it considers reasonably necessary; and to require management to promptly inform the Committee and the auditor of any material misstatement or error in the financial statements following discovery of such situation. The Board authorizes the Committee, within the scope of its responsibilities, to obtain outside legal or professional advice and to ensure the attendance of officers at meetings as appropriate.

Composition and Procedures of the Audit Committee

The Committee shall consist of at least three (3) directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. While the Board may recommend a Chairman for the Committee, the Committee shall have the discretion to appoint the Chairman from amongst its members. The Committee shall establish procedures for quorum, notice and timing of meetings subject to the proviso that a quorum shall be no less than two (2) independent Committee members. Meetings shall be held no less regularly than once per quarter to review the interim unaudited and audited annual financial statements of the Company. All members of the Committee shall be independent. At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Specific duties and responsibilities of the Audit Committee

The Committee shall recommend to the Board:

• (a) the external auditors to be nominated for the purpose of preparing or issuing an auditors' report or performing other audit, review or attest services for the Company; and

• (b) the compensation of the external auditors.

The Committee shall be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditors' report or performing other audit, review or attest services for the Company, including the resolution of disagreements between Management and the external auditors regarding financial reporting.

The Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditors.

The Committee satisfies the pre-approval requirement in subsection (3) if:

• (a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiary entities to the Company's external auditors during the financial year in which the services are provided;

• 2 -

• (b) the Company or the subsidiary entity of the Company, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

• (c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.

The Committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection (3).

The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (5)(a) must be presented to the Committee at its first scheduled meeting following such pre-approval.

The Committee satisfies the pre-approval requirement in subsection (3) if it adopts specific policies and procedures for the engagement of the non-audit services, if:

• (a) the pre-approval policies and procedures are detailed as to the particular service;

• (b) the Committee is informed of each non-audit service; and

• (c) the procedures do not include delegation of the Committee's responsibilities to Management.

The Committee shall review the Company's financial statements, management discussion and analysis and annual and interim earnings press releases before the Company publicly discloses this information.

The Committee must be satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in subsection (7), and must periodically assess the adequacy of those procedures.

The Committee must establish procedures for:

• (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

• (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Committee must review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

The Committee shall have the authority:

• (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

• (b) to set and pay the compensation for any advisors employed by the Committee; and

• (c) to communicate directly with the internal and external auditors.

The Committee shall review with Management and independent auditors the quality and the appropriateness of the Company's financial reporting and accounting policies, standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

The Committee shall review the clarity of the financial statement presentation with a view to ensuring that the financial statements provide meaningful and readily understandable information to Shareholders and the investing public.

The Committee shall monitor the independence of the independent auditors and establish procedures for confirming annually the independence of the independent auditors and any relationships that may impact upon the objectivity and the independence of the external auditors.

The Committee shall review with Management and the external auditors the audit plan for the year-end financial statements prior to the commencement of the year-end audit.

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The Committee shall review the appointments of the Company's Chief Financial Officer and any other key financial executives involved in the financial reporting process.

The Committee shall review with Management and the external auditors significant related party transactions and potential conflicts of interest.

The Committee shall review in consultation with the external auditors and Management the integrity of the Company's financial reporting process and internal controls.

The Committee shall meet with the external auditors in the absence of Management to discuss the audit process, any difficulties encountered, any restrictions on the scope of work or access to required information, any significant judgments made by Management and any disagreement among Management and the external auditors in the preparation of the financial statements and such other matters that may arise as a result of the audit or review by the external auditors.

The Committee shall conduct or authorize any review or investigation and consider any matters of the Company the Committee believes is within the scope of its responsibilities and shall establish procedures for such review or investigation as may be required.

The Committee shall minute the proceedings of all meetings.

The Committee shall make recommendations to the Board with respect to changes or improvements to financial or accounting practices, policies and principles and changes to this Charter.

The Audit Committee Charter was adopted by the Board at a meeting of the Board held on September 23, 2014.

SCHEDULE "B" COVENTRY RESOURCES INC. CORPORATE GOVERNANCE

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Corporate Governance

The following is a summary of Company's approach to corporate governance as at the date of this Circular.

Board of Directors

The Company's corporate governance policies take into account characteristics specific to a junior exploration company. The Board is responsible for the general supervision of the management of the Company's business and affairs with the objective of enhancing Shareholder value.

The Board fulfills its mandate at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Company's affairs and in light of opportunities or risks which the Company faces. The directors are kept informed of the Company's operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

The Board is currently comprised of five directors: Michael Haynes, Ian Cunningham, Mark Bojanjac, Michael Fowler and Robert Boaz. Mark Bojanjac, Michael Fowler and Robert Boaz are all considered to be independent. Michael Haynes and Ian Cunningham are both executive officers of the Company and are not considered to be independent. A director is independent if he or she has no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a member's independent judgment.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on Company's business in the ordinary course, managing Company's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory require me objectives, long-term strategic plans and annual operating plans.

Directorships

Certain of the directors of Company are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

ign jurisdiction as follows:
Name of director	Other reporting issuer (or equivalent in a foreign jurisdiction)
Michael Haynes	OverlandResourcesLimited
IanCunningham	Nil
Mark Bojanjac	GeopacificResourcesLimited
Michael Fowler	GenesisMineralsLimited
Robert Boaz	Aura Silver Resources Inc. Southern Andes Energy Inc. (formerly Solex Resources Corp) and Renaissance GoldInc.

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for new directors. However, any new directors will have the opportunity to become familiar with Company by meeting with the other directors and with officers and employees. Orientation activities are tailored to the particular needs and experience of each director and the overall needs of the Board.

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Ethical Business Conduct

The Board monitors the ethical conduct of Company and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by Company's governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management, ethically and in the best interests of Company.

Nomination of Directors

The Board has not appointed a nominating committee because the Board fulfills these functions.

Compensation

The Board, as a whole, is responsible for determining all forms of compensation to be granted to the Chief Executive Officer of Company and the directors, and for reviewing the Chief Executive Officer's recommendations respecting compensation of the other senior executives of Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its executive officers, the Board considers the following issues: i) recruiting and retaining executives critical to the success of Company and the enhancement of Shareholder value; ii) providing fair and competitive compensation; iii) the Company’s financial position; iv) balancing the interests of management and Company's Shareholders; and v) rewarding performance both on an individual basis and with respect to operations in general. In order to achieve these objectives, the compensation paid to Company's executive officers consists of a base salary and long-term incentive in the form of stock options.

Committees of the Board

The Board has appointed an Audit Committee and no other committees. The Audit Committee is comprised of: Mark Bojanjac, Michael Fowler and Robert Boaz.. A description of the function of the Audit Committee can be found under the heading "Audit Committee" below.

Assessments

The Board assesses, from time to time, the effectiveness of the Board as a whole, the committees, if any, of the Board and the contribution of individual directors, including considering the appropriate size of the Board.

Audit Committee

The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of: safeguarding of corporate assets; reliability of information; and compliance with policies and laws. On September 23, 2014 the Board adopted an Audit Committee Charter mandating the role of the Audit Committee in supporting the Board in meeting its responsibilities to the Shareholders.

Audit Committee Members

The Company's Audit Committee is comprised of three directors: Messrs. Bojanjac, Fowler and Boaz are considered "independent" (as that term is defined in applicable securities legislation).

Relevant Education and Experience

All of the Audit Committee members have the ability to read and understand financial statements that present a breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. Messrs Bojanjac, Fowler and Boaz have the industry experience necessary to understand and analyze financial statements of the level of complexity of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

Mr Bojanjac is a Chartered Accountant with more than 20 years of experience in the resources and finance industries, more recently as Managing Director of Adamus Resources Limited, an Australian public company which was dual listed on the ASX and TSX-V.

Mr. Fowler has more than 19 years of experience in the mining industry dealing with the financials of listed reporting companies.

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Mr. Boaz graduated with honours from McMaster University of Hamilton, Ontario with a Bachelor of Arts in Economics and has a Masters Degree in Economics from York University in Toronto. He is a highly respected financial and economic strategist in Canadian bond and equity markets with experience related to equity research, portfolio management, institutional sales and investment banking. Mr. Boaz has over 20 years of experience in the finance industry, more recently as Managing Director, Investment Banking with Raymond James Ltd and VicePresident, Head of Research and in-house portfolio strategist for Dundee Securities Corporation.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures for Non-Audit Services

Company's Audit Committee Charter requires that management seek approval from the Audit Committee of all nonaudit services to be provided to the Company by the external auditor prior to engaging the external auditor to perform those non-audit services.

External Auditor Service Fees (by category)

The fees paid or accrued by the Company to its auditor in each of the last two calendar years, by category, are as follows:

Audit Fees Audit Related Fees Tax Fees All Other Fees	Year ended June 30, 2015 (C$) Year ended June 30, 2014 (C$)
	29,400 28,000 Nil 36,000(1) Nil Nil 900 Nil
	30,300 64,000

(1) Audit related fees of $36,000 for the financial year ended June 30, 2014 were paid to Ernst & Young in respect of out of scope work arising from the plan of arrangement between the Company and Chalice Gold Mines Limited, which was completed in February 2014, and the review of the interim financial statements following that transaction.

Reliance on Certain Exemptions

For the period July 1, 2014 to January 15, 2015, the Company relied on the exemption provided by section 3.5 of National Instrument 52-110 – Audit Committees ("NI 52-110") which allows for an exemption from the requirements in subsection 3.1(3) of NI 52-110.

SCHEDULE "C" AUSTRALIAN CONTINUANCE RESOLUTION

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RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The continuance of Coventry Resources Inc. (the "Company") under the Corporations Act 2001 (Australia) (the "Australian Act") on substantially upon the terms described in the accompanying Information Circular is hereby approved.

2. The Company apply to the Australian Securities and Investments Commission ("ASIC") for registration under the Australian Act as a public company limited by shares.

3. The application by the Company to the British Columbia Registrar of Companies for his authorization to permit such continuation in accordance with section 308 of the Business Corporations Act (British Columbia) (the "BC Act") is hereby authorized, approved, ratified and confirmed.

4. Subject to and effective upon the issuance of a certificate under the Australian Act confirming the Company is registered as a company under such legislation, and without affecting the validity of the incorporation and existence of the Company, the Company hereby approves and adopts, in substitution for the existing Articles, the constitution in the form attached to the Information Circular as Schedule “E" and all amendments to the existing Articles of the Company reflected therein are hereby approved.

5. The execution and delivery on behalf of the Company by any one director or officer of the Corporation whether under the common seal of the Company or otherwise, of the aforesaid applications, together with all such documents, instruments, notices and other writings and the doing of all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful in order to carry out the purpose of this Special Resolution, either before or after the execution of these resolutions, are hereby authorized, approved, ratified and confirmed.

6. Notwithstanding the passing of this Special Resolution by the shareholders of the Company, the directors of the Company are authorized in their sole discretion to abandon the application for continuance under the Australian Act without further notice to or approval, ratification or confirmation of the shareholders of the Company, at any time prior to the continuance becoming effective.

SCHEDULE "D" ISSUE OF EQUITY SECURITIES SINCE APRIL 15, 2015

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Date of Issue	Number	Class	Recipients	Issue Price (and discount to market price1) if applicable	Form of Consideration
May 20, 2015	51,007,138	Shares2	Subscribers pursuant to a share placement	A$0.014 (14.3% discount)	Cash Amount raised = A$714,100 Amount spent = A$714,100 Use of funds – (i) exploration activities in relation to the Caribou Dome Copper Project; (ii) placement expenses; and (iii) working capital
May 28, 2015	6,135,714	Shares2	Subscribers pursuant to a share placement	A$0.014 (57.1% discount)3	Cash Amount raised = A$85,900 Amount spent = A$85,900 Use of funds – (i) exploration activities in relation to the Caribou Dome Project; and (ii) placement expenses
Jun 18, 2015	22,194,250	Shares2	Subscribers pursuant to a share placement	A$0.016 (40.7% discount)4	Cash Amount raised = A$1,319,830 Amount spent = A$1,319,830 Use of funds – (i) exploration activities in relation to the Caribou Dome Project; (ii) placement expenses; and (iii) working capital
Jun 18, 2015	923,828	Shares2	Consultants	No issue price (non-cash consideration)	Shares issued in lieu of cash consideration for advisory services Value7= A$24,943
Jun 18, 2015	2,000,000	Unquoted Options5	Employees	No issue price (non-cash consideration)	Incentive remuneration Value7= C$46,544
Jun 18, 2015	860,000	Unquoted Options6	Consultants	No issue price (non-cash consideration)	Shares issued in lieu of cash consideration for advisory services Value7=C$6,709
Aug 27, 2015	20,305,074	Shares2	Subscribers pursuant to a share placement	A$0.065 (8.5% discount)	Cash Amount raised = A$1,319,830 Amount spent = A$1,319,830 Use of funds – (i) exploration activities in relation to the Caribou Dome Project; (ii) placement expenses; and (iii) working capital
Dec 15, 2015	129,000	Shares2	Exercise of unlisted options	A$0.026	Cash Amount raised = A$3,354 Amount spent = A$3,354 Use of funds – working capital

• 2 -

Dec 15, 2015	22,732,429	Shares2	Subscribers pursuant to a share placement	A$0.03 (nil discount)	Cash Amount raised = A$681,973 Amount spent = A$321,973 Amount remaining = A$360,000 Proposed use of remaining funds8 As set out in the Information Circular under the heading – Ratification of Prior Issue Under Listing Rule 7.1A

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 date of issue of the relevant Equity Securities.

2. Common shares to be held in the form of CHESS Depositary Interests (“Shares”), ASX Code: CYY (terms are set out in the Constitution).

3. Discount of 12.5% to the Market Price on May 1, 2015, being the last trading day prior to the relevant announcement.

4. Discount of 20% to the Market Price on June 5, 2015, being the last trading day prior to the relevant announcement.

5. Unquoted Options, exercisable at A$0.035 each, on or before June 17, 2020, 100% of which vest on June 18, 2016, subject to continuous service.

6. Unquoted Options, exercisable at A$0.026 each, on or before June 30, 2018.

7. In respect of Shares the value is based on the closing price of the Shares (A$0.027) on the ASX on March 4, 2016. In respect of unquoted Options the value is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares).

8. 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.

SCHEDULE "E" PROPOSED AUSTRALIAN CONSTITUTION

CONSTITUTION

COVENTRY RESOURCES LIMITED

ACN 161 615 783

CONTENTS

1.	DEFINITIONS AND INTERPRETATION ................................................... 1
1.1	Definitions............................................................................................................................ 1
1.2	Interpretation ....................................................................................................................... 2
1.3	Corporations Act ................................................................................................................. 2
1.4	Listing Rules interpretation .................................................................................................. 2
1.5	Replaceable rules not to apply ............................................................................................ 2
1.6	Currency .............................................................................................................................. 2
1.7	Application of Listing Rules ................................................................................................. 2
1.8	Previous Constitution .......................................................................................................... 3
2.	SHARE CAPITAL ...................................................................................... 3
2.1	Directors to issue shares ..................................................................................................... 3
2.2	Preference shares ............................................................................................................... 3
2.3	Class meetings .................................................................................................................... 4
2.4	Non-recognition of interests ................................................................................................ 4
2.5	Joint holders of shares ........................................................................................................ 4
2.6	Commission and brokerage ................................................................................................ 4
3.	REDUCTION OF CAPITAL ....................................................................... 4
4.	LIEN ........................................................................................................... 5
4.1	Lien on share ...................................................................................................................... 5
4.2	Lien on loans under employee incentive schemes ............................................................. 5
4.3	Lien on distributions ............................................................................................................ 5
4.4	Exemption from article 4.1 or 4.2 ........................................................................................ 5
4.5	Extinguishment of lien ......................................................................................................... 5
4.6	Company’s rights to recover payments ............................................................................... 5
4.7	Reimbursement is a debt due ............................................................................................. 5
4.8	Sale under lien .................................................................................................................... 5
4.9	Limitations on sale under lien ............................................................................................. 5
4.10	Transfer on sale under lien ................................................................................................. 6
4.11	Irregularity or invalidity ........................................................................................................ 6
4.12	Proceeds of sale ................................................................................................................. 6
5.	CALLS ON SHARES ................................................................................. 6
5.1	Directors to make calls ........................................................................................................ 6
5.2	Time of call .......................................................................................................................... 6
5.3	Members’ liability ................................................................................................................. 6
5.4	Joint holders’ liability ........................................................................................................... 6

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5.5	Non-receipt of notice ........................................................................................................... 6
5.6	Interest on default ............................................................................................................... 6
5.7	Fixed Instalments ................................................................................................................ 7
5.8	Differentiation between holders as to calls ......................................................................... 7
5.9	Prepayment of calls and interest ......................................................................................... 7
6.	FORFEITURE OF SHARES ...................................................................... 7
6.1	Notice requiring payment of call .......................................................................................... 7
6.2	Contents of notice ............................................................................................................... 7
6.3	Forfeiture for failure to comply with notice .......................................................................... 7
6.4	Dividends and distributions included in forfeiture ............................................................... 7
6.5	Sale or re-issue of forfeited shares ..................................................................................... 7
6.6	Notice of forfeiture ............................................................................................................... 7
6.7	Surrender instead of forfeiture ............................................................................................ 8
6.8	Cancellation of forfeiture ..................................................................................................... 8
6.9	Effect of forfeiture on former holder’s liability ...................................................................... 8
6.10	Evidence of forfeiture .......................................................................................................... 8
6.11	Transfer of forfeited share ................................................................................................... 8
6.12	Registration of transferee .................................................................................................... 8
6.13	Irregularity or invalidity ........................................................................................................ 8
7.	TRANSFER OF SHARES ......................................................................... 8
7.1	Forms of instrument of transfer ........................................................................................... 8
7.2	Execution and delivery of transfer ....................................................................................... 8
7.3	Effect of registration ............................................................................................................ 9
7.4	Company to register forms without charge ......................................................................... 9
7.5	Power to refuse to register .................................................................................................. 9
7.6	Obligation to refuse to register ............................................................................................ 9
7.7	Written notice to security holder .......................................................................................... 9
7.8	Company to retain instrument of transfer ............................................................................ 9
8.	TRANSMISSION OF SHARES .................................................................. 9
8.1	Transmission of shares on death ........................................................................................ 9
8.2	Information given by personal representative ..................................................................... 9
8.3	Death of joint owner .......................................................................................................... 10
8.4	Transmission of shares on bankruptcy ............................................................................. 10
8.5	Transmission of shares on mental incapacity ................................................................... 10
9.	GENERAL MEETINGS ............................................................................ 10
9.1	Annual general meeting .................................................................................................... 10
9.2	Convening a general meeting ........................................................................................... 11
9.3	Use of technology at general meetings ............................................................................. 11
9.4	Notice of general meeting ................................................................................................. 11

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9.5	Calculation of period of notice ........................................................................................... 11
9.6	Cancellation or postponement of a meeting ..................................................................... 11
9.7	Notice of cancellation or postponement of a meeting ....................................................... 11
9.8	Contents of notice of postponement of meeting ............................................................... 11
9.9	Number of clear days for postponement of meeting ......................................................... 11
9.10	Business at postponed meeting ........................................................................................ 11
9.11	Proxy, attorney or Representative at postponed meeting ................................................. 11
9.12	Non-receipt of notice ......................................................................................................... 12
9.13	Director entitled to notice of meeting ................................................................................ 12
10.	PROCEEDINGS AT GENERAL MEETINGS ........................................... 12
10.1	Membership at a specified time ........................................................................................ 12
10.2	Number for a quorum ........................................................................................................ 12
10.3	Requirement for a quorum ................................................................................................ 12
10.4	If quorum not present ........................................................................................................ 12
10.5	Adjourned meeting ............................................................................................................ 13
10.6	Appointment of chairman of general meeting ................................................................... 13
10.7	Absence of chairman at general meeting ......................................................................... 13
10.8	Conduct of general meetings ............................................................................................ 13
10.9	Disruption and termination of general meeting ................................................................. 13
10.10	Adjournment of general meeting ....................................................................................... 14
10.11	Notice of adjourned meeting ............................................................................................. 14
10.12	Questions decided by majority .......................................................................................... 14
10.13	No casting vote for chairman ............................................................................................ 14
10.14	Voting on show of hands ................................................................................................... 14
10.15	Poll .................................................................................................................................... 14
10.16	Entitlement to vote ............................................................................................................ 15
10.17	Proxies .............................................................................................................................. 15
10.18	Joint shareholders’ vote .................................................................................................... 16
10.19	Effect of unpaid call ........................................................................................................... 16
10.20	Validity of vote in certain circumstances ........................................................................... 16
10.21	Objection to voting qualification ........................................................................................ 16
11.	THE DIRECTORS .................................................................................... 16
11.1	Number of Directors .......................................................................................................... 16
11.2	Change of number of Directors ......................................................................................... 16
11.3	Retirement and election of Directors ................................................................................. 16
11.4	Office held until conclusion of meeting ............................................................................. 17
11.5	Director elected at general meeting .................................................................................. 17
11.6	Eligibility for election as Director ....................................................................................... 17
11.7	Casual vacancy or additional Director .............................................................................. 17

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11.8	Remuneration of Directors ................................................................................................ 17
11.9	Superannuation contributions ........................................................................................... 18
11.10	Additional or special duties ............................................................................................... 18
11.11	Retirement benefit ............................................................................................................. 18
11.12	Expenses........................................................................................................................... 18
11.13	Director’s interests ............................................................................................................ 18
11.14	Vacation of office of Director ............................................................................................. 19
12.	POWERS AND DUTIES OF DIRECTORS .............................................. 19
12.1	Directors to manage Company ......................................................................................... 19
12.2	Specific powers of Directors.............................................................................................. 19
12.3	Appointment of attorney .................................................................................................... 20
12.4	Provisions in power of attorney ......................................................................................... 20
12.5	Signing of cheques ............................................................................................................ 20
12.6	Committees ....................................................................................................................... 20
12.7	Powers delegated to Committees ..................................................................................... 20
12.8	Appointment of Managing and Executive Directors .......................................................... 20
12.9	Ceasing to be a Managing or Executive Director ............................................................. 20
12.10	One Managing Director exempt ........................................................................................ 20
12.11	Remuneration of Managing and Executive Directors ....................................................... 20
12.12	Powers of Managing and Executive Directors .................................................................. 20
12.13	Delegation of Directors’ powers ........................................................................................ 21
13.	PROCEEDINGS OF DIRECTORS .......................................................... 21
13.1	Directors’ meetings ........................................................................................................... 21
13.2	Director may convene a meeting ...................................................................................... 21
13.3	Use of technology for Directors’ meetings ........................................................................ 21
13.4	Questions decided by majority .......................................................................................... 21
13.5	Alternate Director and voting ............................................................................................ 21
13.6	Chairman of Directors ....................................................................................................... 21
13.7	Absence of chairman at Directors’ meeting ...................................................................... 21
13.8	Chairman’s casting vote at Directors’ meetings ................................................................ 22
13.9	Appointment of Alternate Director ..................................................................................... 22
13.10	Alternate Director and meetings ....................................................................................... 22
13.11	Alternate Director’s powers ............................................................................................... 22
13.12	Alternate Director responsible for own acts and defaults ................................................. 22
13.13	Alternate Director and remuneration ................................................................................. 22
13.14	Termination of appointment of Alternate Director ............................................................. 22
13.15	Appointment or termination in writing ................................................................................ 22
13.16	Alternate Director and number of Directors ...................................................................... 22
13.17	Quorum for Directors’ meeting .......................................................................................... 22

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13.18	Continuing Directors may act ............................................................................................ 22
13.19	Delegation of powers to Committees ................................................................................ 23
13.20	Chairman of Committee .................................................................................................... 23
13.21	Meetings of Committee ..................................................................................................... 23
13.22	Determination of questions ............................................................................................... 23
13.23	Circulating resolutions ....................................................................................................... 23
13.24	Validity of acts of Directors ................................................................................................ 23
14.	SECRETARY ........................................................................................... 24
14.1	Appointment of Secretary .................................................................................................. 24
14.2	Suspension and removal of Secretary .............................................................................. 24
14.3	Powers, duties and authorities of Secretary ..................................................................... 24
15.	MINUTES ................................................................................................. 24
15.1	Minutes to be entered into books ...................................................................................... 24
15.2	Minutes to be signed by chairman .................................................................................... 24
16.	SEALS ..................................................................................................... 24
16.1	Safe custody of common seals ......................................................................................... 24
16.2	Use of common seal ......................................................................................................... 24
17.	INSPECTION OF RECORDS .................................................................. 25
17.1	Inspection by Members ..................................................................................................... 25
17.2	Right of a Member to inspect ............................................................................................ 25
18.	DIVIDENDS AND RESERVES ................................................................ 25
18.1	Payment of dividend .......................................................................................................... 25
18.2	No interest on dividends .................................................................................................... 25
18.3	Reserves and profits carried forward ................................................................................ 25
18.4	Calculation and apportionment of dividends ..................................................................... 25
18.5	Deductions from dividends ................................................................................................ 26
18.6	Distribution of specific assets ............................................................................................ 26
18.7	Resolution of distribution difficulties .................................................................................. 26
18.8	Payments in respect of shares .......................................................................................... 26
18.9	Effectual receipt from one joint holder .............................................................................. 27
18.10	Election to reinvest dividend ............................................................................................. 27
18.11	Election to accept shares instead of dividends ................................................................. 27
18.12	Unclaimed dividends ......................................................................................................... 27
19.	CAPITALISATION OF PROFITS ............................................................ 27
19.1	Capitalisation of reserves and profits ................................................................................ 27
19.2	Applying a sum for the benefit of Members ...................................................................... 27
19.3	Implementing the resolution .............................................................................................. 27
20.	SERVICE OF DOCUMENTS ................................................................... 28

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20.1	Document includes notice ................................................................................................. 28
20.2	Methods of service ............................................................................................................ 28
20.3	Post ................................................................................................................................... 28
20.4	Fax or other electronic means .......................................................................................... 28
20.5	Evidence of service ........................................................................................................... 28
20.6	Joint holders ...................................................................................................................... 28
20.7	Persons entitled to shares ................................................................................................. 28
21.	WINDING UP ........................................................................................... 29
21.1	Distribution of assets ......................................................................................................... 29
21.2	Powers of liquidator to vest property ................................................................................. 29
21.3	Shares issued on special terms ........................................................................................ 29
22.	INDEMNITY AND INSURANCE .............................................................. 29
22.1	Indemnity ........................................................................................................................... 29
22.2	Insurance........................................................................................................................... 29
22.3	Contract ............................................................................................................................. 29
23.	RESTRICTED SECURITIES.................................................................... 30
23.1	Disposal during Escrow Period ......................................................................................... 30
23.2	Breach of Restriction Agreement or Listing Rules ............................................................ 30
24.	UNMARKETABLE PARCELS ................................................................. 30
24.1	Definitions.......................................................................................................................... 30
24.2	Power to sell existing unmarketable parcels ..................................................................... 30
24.3	Power to sell new unmarketable parcels .......................................................................... 30
24.4	Extinguishment of interests and claims ............................................................................. 30
24.5	Manner of sale .................................................................................................................. 31
24.6	Application of proceeds ..................................................................................................... 31
24.7	Voting and dividend rights pending sale ........................................................................... 31
SCHEDULE 1 – TERMS OF PREFERENCE SHARES ....................................... 32

vi

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Constitution unless the contrary intention appears:

Alternate Director means a person appointed as an alternate director under article 13.9.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited or Australian Securities Exchange as the context requires.

Committee means a committee of Directors constituted under article 12.6.

Company means Coventry Resources Limited ACN 161 615 783, as that name may be changed from time to time.

Constitution means this constitution as amended from time to time, and a reference to an article is a reference to an article of this Constitution.

Corporations Act means the Corporations Act 2001 (Cth).

CS Facility has the same meaning as prescribed CS facility in the Corporations Act.

CS Facility Operator means the operator of a CS Facility.

Director means a person holding office as a director of the Company, and where appropriate includes an Alternate Director.

Directors means all or some of the Directors acting as a board.

Executive Director means a person appointed as an executive director under article 12.8.

Issuer Sponsored Holding means a holding on an electronic sub-register maintained by the Company in accordance with the Listing Rules.

Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable to the Company while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Managing Director means a person appointed as a managing director under article 12.8.

Member means a person entered in the Register as a holder of shares in the capital of the Company.

Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended, varied or waived (whether in respect of the Company or generally) from time to time.

Prescribed Interest Rate means the rate determined by the Directors for the purpose of this Constitution, and in the absence of a determination means the rate 4% per annum above the 60 day Bank Bill Swap Reference Rate last published on or before that day in The Australian Financial Review (or if that rate has not been published, another rate set by the Directors in good faith).

Register means the register of Members of the Company under the Corporations Act and, if appropriate, includes a branch register.

Registered Office means the registered office of the Company.

Representative means a person appointed to represent a corporate Member at a general meeting of the Company in accordance with the Corporations Act.

Restriction Agreement means a restriction agreement within the meaning and for the purposes of the Listing Rules.

Secretary means a person appointed under article 14.1 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company.

1

1.2 Interpretation

Headings are for convenience only and do not affect interpretation.

In this Constitution unless the contrary intention appears:

• (a) words importing any gender include all other genders;

• (b) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or an authority;

• (c) a document, including this Constitution, includes any variation or replacement of it;

• (d) the singular includes the plural and vice versa;

• (e) a reference to legislation includes regulations and other instruments under it and any variation or replacement of any of them;

• (f) a power, an authority or a discretion given to a Director, the Directors, the Company in general meeting or a Member may be exercised at any time and from time to time;

• (g) a reference to an amount paid on a share includes an amount credited as paid on that share;

• (h) “writing” and “written” includes printing, typing and other modes of reproducing words in a visible form including, without limitation, any representation of words in a physical document or in an electronic communication or form or otherwise; and

• (i) a reference to dollars, A$ or $ is a reference to the lawful currency of Australia.

1.3 Corporations Act

In this Constitution unless the contrary intention appears:

• (a) a word or expression defined or used in the Corporations Act has the same meaning when used in this Constitution in a similar context; and

• (b) “section” means a section of the Corporations Act.

1.4 Listing Rules interpretation

In this Constitution, unless the contrary intention appears the expressions “Business Day”, “Takeover Bid”, “disposed of”, “disposed”, “Escrow Period” and “Restricted Securities” have the same meaning as in the Listing Rules.

1.5

Replaceable rules not to apply

The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and do not apply to the Company.

1.6 Currency

The Directors may:

• (a) differentiate between Members as to the currency in which any amount payable to a Member is paid (whether by way of or on account of dividends, repayment of capital, participation in surplus property of the Company or otherwise);

• (b) determine to pay a distribution in a currency other than Australian dollars and the amount payable will be converted from Australian dollars in any manner, at any time and at any exchange rate as the Directors think fit; and

• (c) in deciding the currency in which a payment is to be made to a Member, have regard to the registered address of the Member, the register on which a Member’s shares are registered and any other matters as the Directors consider appropriate.

Payment in another currency of an amount converted under this article is as between the Company and a Member adequate and proper payment of the amount payable.

1.7 Application of Listing Rules

In this Constitution a reference to the Listing Rules only applies while the Company is on the official list of ASX.

2

While the Company is on the official list of ASX:

• (a) despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done;

• (b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;

• (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done as the case may be;

• (d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is taken to contain that provision;

• (e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is taken not to contain that provision; and

• (f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is taken not to contain that provision to the extent of the inconsistency.

1.8 Previous Constitution

• (a) This Constitution supersedes the constitution of the Company (if any) in force immediately prior to the adoption of this Constitution.

• (b) The adoption of this Constitution does not affect the validity or effect of anything done under any previous constitution of the Company, so that (without limitation):

• (i) every Director and Secretary of the Company in office immediately prior to adoption of this Constitution is taken to have been appointed, and will continue in office, under this Constitution; and

• (ii) any seal properly adopted by the Company prior to the adoption of this Constitution is taken to be a seal properly adopted under this Constitution.

2. SHARE CAPITAL

2.1 Directors to issue shares

The issue of shares in the Company is under the control of the Directors who may:

• (a) issue and cancel shares in the Company;

• (b) grant options over unissued shares in the Company; and

• (c) settle the manner in which fractions of a share, however arising, are to be dealt with, subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares.

2.2 Preference shares

• (a) The Company may issue preference shares and issued shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are:

• (i) as set out in schedule 1; or

• (ii) as approved by a resolution of the Company in accordance with the Corporations Act.

• (b) The rights of holders of preference shares issued by the Company other than pursuant to schedule 1, but in accordance with the Corporations Act, are determined by the terms of issue of those preference shares and the relevant resolution of the Company, and are not determined by or affected by the rights set out in schedule 1.

3

• (c) Subject to the Corporations Act and the Listing Rules, the Company may issue preference shares which are, or are at the option of the Company to be liable, to be redeemed or to be converted into other shares on such conditions and in such a manner as the Directors decide under the terms of issue of the preference shares.

• (d) Subject to the Corporations Act and the Listing Rules, the Company may issue any combination of fully paid, partly paid or unpaid preference shares.

• (e) Despite this article 2.2 and schedule 1, the Company may not issue a preference share that confers on the holder rights that are inconsistent with those specified in the Listing Rules, except to the extent of any waiver or modification of the Listing Rules by ASX.

2.3 Class meetings

The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that:

• (a) a quorum is constituted by at least two persons who, between them, hold or represent one-third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and

• (b) any holder of shares of the class, present in person or by proxy, or attorney or Representative, may demand a poll.

2.4

Non-recognition of interests

Except as required by law, the Company is not required to recognise:

• (a) a person as holding a share on any trust; or

• (b) any other interest in any share or any other right in respect of a share except an absolute right of ownership in the registered holder,

whether or not it has notice of the trust, interest or right.

2.5

Joint holders of shares

Where two or more persons are registered as the joint holders of shares then they are taken to hold the shares as joint tenants with rights of survivorship, but the Company is not bound:

• (a) to register more than three persons as joint holders of a share; or

• (b) to issue more than one certificate or holding statement in respect of shares jointly held.

2.6 Commission and brokerage

• (a) The Company may make payments by way of brokerage or commission to a person in consideration for the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares or options or procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares or options.

• (b) The brokerage or commission may be satisfied by payment in cash, by allotment of fully or partly paid shares, by issue of debentures or a combination of all or any of such ways.

3. REDUCTION OF CAPITAL

The Company may reduce its share capital in any way not otherwise prohibited under the Corporations Act including, but not limited to, distributing securities of any other body corporate to Members and for the Members to be bound by the constitution of that body corporate.

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4. LIEN

4.1 Lien on share

To the extent permitted by law, the Company has a first and paramount lien on every share for:

• (a) all due and unpaid calls and instalments in respect of that share;

• (b) all money which the Company is required by law to pay, and has paid, in respect of that share;

• (c) reasonable interest on the amount due from the date it becomes due until payment; and

• (d) reasonable expenses of the Company in respect of the default on payment.

4.2 Lien on loans under employee incentive schemes

The Company also has a first and paramount lien on each share registered in the name of the Member for all money payable to the Company by the Member under loans made under an employee incentive scheme.

• 4.3 Lien on distributions

A lien on a share under article 4.1 or 4.2 extends to all distributions in respect of that share, including dividends.

• 4.4 Exemption from article 4.1 or 4.2

The Directors may at any time exempt a share wholly or in part from the provisions of article 4.1 or 4.2.

• 4.5 Extinguishment of lien

The Company’s lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the lien to the transferee.

• 4.6 Company’s rights to recover payments

• (a) A Member must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Member, the death of a Member or the Member’s shares or any distributions on the Member’s shares, including dividends, where the Company is either:

  • (i) required by law to make the relevant payment; or

  • (ii) advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing authority that the Company is required by law to make the relevant payment.

• (b) The Company is not obliged to advise the Member in advance of its intention to make the payment.

4.7 Reimbursement is a debt due

The obligation of the Member to reimburse the Company is a debt due to the Company as if it were a call on all the Member’s shares, duly made at the time when the written demand for reimbursement is given by the Company to the Member. The provisions of this Constitution relating to non-payment of calls, including payment of interest and sale of the Member’s shares under lien, apply to the debt.

4.8 Sale under lien

Subject to article 4.9, the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien.

4.9 Limitations on sale under lien

A share on which the Company has a lien may not be sold by the Company unless:

• (a) an amount in respect of which the lien exists is presently payable; and

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• (b) the Company has, not less than 14 days before the date of sale, given to the registered holder of the share or the person entitled to the share by reason of the death, bankruptcy or insolvency of the registered holder, a notice in writing setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists.

4.10 Transfer on sale under lien

For the purpose of giving effect to a sale under article 4.8, the Company may receive the proceeds, if any, given for the share so sold and may execute a transfer of the share sold in favour of the purchaser of the share, or do all such other things as may be necessary or appropriate for it to do to effect the transfer. The purchaser is not bound to see to the application of the purchase money.

4.11 Irregularity or invalidity

The title of the purchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share under article 4.8.

4.12 Proceeds of sale

The proceeds of a sale under article 4.8 must be applied by the Company in payment of the amount in respect of which the lien exists under article 4.1 as is presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale.

5. CALLS ON SHARES

5.1 Directors to make calls

The Directors may:

• (a) make calls on a Member in respect of any money unpaid on the shares of that Member, if the money is not by the terms of issue of those shares made payable at fixed times;

• (b) make a call payable by instalments; and

• (c) revoke or postpone a call.

5.2 Time of call

A call is taken to be made at the time when the resolution of the Directors authorising the call is passed.

5.3 Members’ liability

Upon receiving not less than 30 business days’ notice specifying the time or times and place of payment, each Member must pay to the Company by the time or times, and at the place, specified in the notice the amount called on that Member’s shares.

5.4 Joint holders’ liability

The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.

5.5 Non-receipt of notice

The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a Member does not invalidate the call.

5.6 Interest on default

If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due must pay interest on the sum from the day it is due to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part.

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5.7 Fixed Instalments

Subject to any notice requirements under the Listing Rules, if the terms of a share make a sum payable on issue of the share or at a fixed date, this is taken to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. In the case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.

5.8 Differentiation between holders as to calls

The Directors may, on the issue of shares, differentiate between the holders of the shares as to the amount of calls to be paid and the times of payment.

5.9

Prepayment of calls and interest

The Directors may:

• (a) accept from a Member the whole or a part of the amount unpaid on a share even if no part of that amount has been called; and

• (b) authorise payment by the Company of interest on the whole or any part of an amount so accepted, until the amount becomes payable, at such rate, not exceeding the Prescribed Interest Rate, as is agreed between the Directors and the Member paying the sum.

6. FORFEITURE OF SHARES

6.1 Notice requiring payment of call

If a Member fails to pay a call or instalments of a call on the day appointed for payment of the call or instalments, the Directors may, at any time afterwards during such time as any part of the call or instalments remains unpaid, give a notice to the Member requiring payment of so much of the call or instalments as is unpaid, together with any interest that has accrued and all costs and expenses that may have been incurred by the Company by reason of that nonpayment.

6.2 Contents of notice

The notice must name a further day, which is at least 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

6.3 Forfeiture for failure to comply with notice

If a notice under article 6.1 has not been complied with by the date specified in the notice, the Directors may by resolution forfeit the relevant share, at any time before the payment required by the notice has been made.

6.4 Dividends and distributions included in forfeiture

A forfeiture under article 6.3 includes all dividends and other distributions to be made in respect of the forfeited shares which have not been paid or distributed before the forfeiture.

6.5 Sale or re-issue of forfeited shares

Subject to the Corporations Act, a share forfeited under article 6.3 may be sold, re-issued or otherwise disposed of to such person and on such terms as the Directors think fit.

6.6 Notice of forfeiture

If any share is forfeited under article 6.3, notice of the forfeiture must be given to the Member holding the share immediately before the forfeiture and an entry of the forfeiture and its date must be made in the Register. Any failure to give notice or enter the forfeiture in the Register does not invalidate the forfeiture.

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6.7 Surrender instead of forfeiture

The Directors may accept the surrender of any share which they are entitled to forfeit on any terms they think fit and any share so surrendered is taken to be a forfeited share.

6.8 Cancellation of forfeiture

At any time before a sale, re-issue or disposal of a share under article 6.5, the forfeiture of that share may be cancelled on such terms as the Directors think fit.

6.9 Effect of forfeiture on former holder’s liability

A person whose share has been forfeited:

• (a) ceases to be a Member in respect of the forfeited share; and

• (b) remains liable to pay the Company all money that, at the date of forfeiture, was payable by that person to the Company in respect of the share, plus interest at the Prescribed Interest Rate from the date of forfeiture and the expenses paid or payable in connection with the sale of the share, until the Company receives payment in full of all money (including interest and expenses) so payable in respect of the shares.

6.10 Evidence of forfeiture

A statement in writing declaring that the person making the statement is a Director or a Secretary, and that a share in the Company has been forfeited in accordance with this Constitution on the date declared in the statement, is prima facie evidence of the facts in the statement as against all persons claiming to be entitled to the share.

6.11 Transfer of forfeited share

The Company may receive any consideration given for a forfeited share on any sale, re-issue or disposal of the share under article 6.5 and may execute or effect a transfer of the share in favour of the person to whom the share is sold, re-issued or disposed.

6.12 Registration of transferee

On the execution of the transfer, the transferee must be registered as the holder of the share and is not bound to see to the application of any money paid as consideration.

6.13 Irregularity or invalidity

The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the forfeiture, sale, re-issue or disposal of the share.

7. TRANSFER OF SHARES

7.1 Forms of instrument of transfer

Subject to this Constitution and the Listing Rules, a share in the Company is transferable:

• (a) as provided by the Operating Rules of a CS Facility if applicable; or

• (b) by any other method of transfer which is required or permitted by the Corporations Act and ASX.

7.2 Execution and delivery of transfer

If a duly completed instrument of transfer:

• (a) is used to transfer a share in accordance with article 7.1(b); and

• (b) is left for registration at the share registry of the Company, accompanied by any information that the Directors properly require to show the right of the transferor to make the transfer,

the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as the holder of the share.

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7.3 Effect of registration

Except as provided by any applicable Operating Rules of a CS Facility, a transferor of a share remains the holder of the share transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the share.

7.4

Company to register forms without charge

The Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and mark or note transfer forms without imposing a charge except where a charge is permitted by the Listing Rules.

7.5 Power to refuse to register

If permitted by the Listing Rules, the Directors may:

• (a) request any applicable CS Facility Operator to apply a holding lock to prevent a transfer of shares in the Company from being registered on the CS Facility’s sub register; or

• (b) refuse to register a transfer of shares in the Company to which paragraph (a) does not apply.

7.6 Obligation to refuse to register

The Directors must:

• (a) request any applicable CS Facility Operator to apply a holding lock to prevent transfer of shares in the Company from being registered on the CS Facility’s sub register; or

• (b) refuse to register any transfer of shares in the Company to which paragraph (a) does not apply,

• if:

• (c) the Listing Rules require the Company to do so; or

• (d) the transfer is in breach of the Listing Rules or a Restriction Agreement.

7.7

Written notice to security holder

If in the exercise of their rights under articles 7.5 and 7.6 the Directors request application of a holding lock to prevent a transfer of shares in the Company or refuse to register a transfer of shares they must give written notice of the request or refusal to the holder of the shares, the transferee and any broker lodging the transfer. Failure to give notice does not invalidate the decision of the Directors.

7.8 Company to retain instrument of transfer

The Company must retain every instrument of transfer which is registered for the period required by any applicable law.

8. TRANSMISSION OF SHARES

8.1 Transmission of shares on death

If a Member, who does not hold shares jointly, dies, the Company will recognise only the personal representative of the Member as being entitled to the Member’s interest in the shares.

8.2 Information given by personal representative

• (a) If the personal representative gives the Directors the information they reasonably require to establish the representative’s entitlement to be registered as a holder of the shares:

• (i) the personal representative may:

  • (A) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or

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  - (B) by giving a completed transfer form to the Company, transfer the shares to another person; and

• (ii) the personal representative is entitled, whether or not registered as the holder of the shares, to the same rights as the Member.

• (b) On receiving an election under article 8.2(a)(i)(A), the Company must register the personal representative as the holder of the shares.

• (c) A transfer under article 8.2(a)(i)(B) is subject to the articles that apply to transfers generally.

8.3 Death of joint owner

If a Member, who holds shares jointly, dies, the Company will recognise only the survivor as being entitled to the Member’s interest in the shares. The estate of the Member is not released from any liability in respect of the shares.

8.4

Transmission of shares on bankruptcy

• (a) If a person entitled to shares because of the bankruptcy of a Member gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as the holder of the shares, the person may:

• (i) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or

• (ii) by giving a completed transfer form to the Company, transfer the shares to another person.

• (b) On receiving an election under article 8.4(a)(i), the Company must register the person as the holder of the shares.

• (c) A transfer under article 8.4(a)(ii) is subject to the articles that apply to transfers generally.

• (d) This article 8.4 has effect subject to the Bankruptcy Act 1966 (Cth).

8.5 Transmission of shares on mental incapacity

• (a) If a person entitled to shares because of the mental incapacity of a Member gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as the holder of the shares:

• (i) the person may:

  • (A) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or

  • (B) by giving a completed transfer form to the Company, transfer the shares to another person; and

• (ii) the person is entitled, whether or not registered as the holder of the shares, to the same rights as the Member.

• (b) On receiving an election under article 8.5(a)(i)(A), the Company must register the person as the holder of the shares.

• (c) A transfer under article 8.5(a)(i)(B) is subject to the articles that apply to transfers generally.

9. GENERAL MEETINGS

9.1 Annual general meeting

Annual general meetings of the Company are to be held in accordance with the Corporations Act.

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9.2 Convening a general meeting

The Directors may convene and arrange to hold a general meeting of the Company whenever they think fit and must do so if required to do so under the Corporations Act.

9.3 Use of technology at general meetings

A company may hold a meeting of its members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

9.4 Notice of general meeting

Notice of a general meeting must be given in accordance with article 20, the Corporations Act and the Listing Rules.

9.5 Calculation of period of notice

In computing the period of notice under article 9.4, both the day on which the last notice to Members is given or taken to be given and the day of the meeting convened by it are to be disregarded.

9.6 Cancellation or postponement of a meeting

• (a) Where a general meeting (including an annual general meeting) is convened by the Directors they may by notice, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them or change the place for the meeting.

• (b) This article 9.6 does not apply to a meeting convened in accordance with the Corporations Act by a single Director, by Members, by the Directors on the request of Members or to a meeting convened by a court.

9.7 Notice of cancellation or postponement of a meeting

Notice of cancellation or postponement or change of place of a general meeting must state the reason for cancellation or postponement and be:

• (a) published in a daily newspaper circulating in Australia; or

• (b) subject to the Corporations Act and the Listing Rules, given in any other manner determined by the Directors.

9.8 Contents of notice of postponement of meeting

A notice of postponement of a general meeting must specify:

• (a) the postponed date and time for the holding of the meeting;

• (b) a place for the holding of the meeting which may be either the same as or different from the place specified in the notice convening the meeting; and

• (c) if the meeting is to be held in two or more places, the technology that will be used to facilitate the holding of the meeting in that manner.

9.9 Number of clear days for postponement of meeting

The number of clear days from the giving of a notice postponing the holding of a general meeting to the date specified in that notice for the holding of the postponed meeting must not be less than the number of clear days’ notice of the general meeting required to be given by the Corporations Act.

9.10

Business at postponed meeting

The only business that may be transacted at a general meeting the holding of which is postponed is the business specified in the original notice convening the meeting.

9.11 Proxy, attorney or Representative at postponed meeting

Where by the terms of an instrument appointing a proxy or attorney or an appointment of a Representative:

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• (a) the appointed person is authorised to attend and vote at a general meeting or general meetings to be held on or before a specified date; and

• (b) the date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy, power of attorney or appointment of Representative,

then, by force of this article, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy, power of attorney or appointment of Representative unless the Member appointing the proxy, attorney or Representative gives to the Company at its Registered Office notice in writing to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed.

9.12 Non-receipt of notice

The non-receipt of notice of a general meeting or cancellation or postponement of a general meeting by, or the accidental omission to give notice of a general meeting or cancellation or postponement of a general meeting to, a person entitled to receive notice does not invalidate any resolution passed at the general meeting or at a postponed meeting or the cancellation or postponement of a meeting.

9.13 Director entitled to notice of meeting

A Director is entitled to receive notice of and to attend all general meetings and all separate meetings of the holders of any class of shares in the capital of the Company and is entitled to speak at those meetings.

10. PROCEEDINGS AT GENERAL MEETINGS

10.1 Membership at a specified time

The Directors may determine, for the purposes of a particular general meeting that all the shares that are quoted on ASX at a specified time before the meeting are taken to be held at the time of the meeting by the persons who hold them at the specified time. The determination must be made and published in accordance with the Corporations Act.

10.2 Number for a quorum

Subject to article 10.5, two Members present in person or by proxy, attorney or Representative are a quorum at a general meeting. In determining whether a quorum is present, each individual attending as a proxy, attorney or Representative is to be counted, except that:

• (a) where a Member has appointed more than one proxy, attorney or Representative, only one is to be counted; and

• (b) where an individual is attending both as a Member and as a proxy, attorney or Representative, that individual is to be counted only once.

10.3 Requirement for a quorum

An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the time the first item of business is transacted, it is taken to be present when the meeting proceeds to consider each subsequent item of business unless the chairman of the meeting (on the chairman’s own motion or at the request of a Member, proxy, attorney or Representative who is present) declares otherwise.

10.4 If quorum not present

If within 15 minutes after the time appointed for a meeting a quorum is not present, the meeting:

• (a) if convened by a Director, or at the request of Members, is dissolved; and

• (b) in any other case, stands adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the Directors appoint by notice to the Members and others entitled to notice of the meeting.

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10.5 Adjourned meeting

At a meeting adjourned under article 10.4(b), two persons each being a Member, proxy, attorney or Representative present at the meeting are a quorum and, if a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

10.6 Appointment of chairman of general meeting

If the Directors have elected one of their number as chairman of their meetings, that person is entitled to preside as chairman at a general meeting.

10.7

Absence of chairman at general meeting

If a general meeting is held and:

• (a) a chairman has not been elected by the Directors; or

• (b) the elected chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

the following may preside as chairman of the meeting (in order of precedence):

• (c) any deputy chairman;

• (d) a Director chosen by a majority of the Directors present;

• (e) the only Director present; or

• (f) a Member chosen by a majority of the Members present in person or by proxy, attorney or Representative.

10.8 Conduct of general meetings

The chairman of a general meeting:

• (a) has charge of the general conduct of the meeting and the procedures to be adopted at the meeting;

• (b) may require the adoption of any procedure which is in the chairman’s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and

• (c) may, having regard where necessary to the Corporations Act, terminate discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting,

and a decision by the chairman under this article is final.

10.9 Disruption and termination of general meeting

• (a) The chairman may require any person who wishes to attend the general meeting to comply with searches, restrictions or other security arrangements as the chairman considers appropriate. The chairman may refuse entry to any person who does not comply with the arrangements, any person who possesses a recording or broadcasting device without the consent of the chairman or any person who possesses an article which the chairman considers to be dangerous, offensive or liable to cause disruption.

• (b) If any general meeting becomes so unruly or disorderly, whether or not accompanied by any violence or threats of violence, that in the opinion of the chairman the business of the general meeting cannot be conducted in a proper and orderly manner, the chairman may in the chairman’s sole and absolute discretion and without giving any reason for doing so either adjourn or terminate the general meeting. If any general meeting is, in the opinion of the chairman, unduly protracted, the chairman may in the chairman’s sole and absolute discretion and without giving any reason for doing so, implement such procedural rules as the chairman deems appropriate or adjourn the general meeting.

• (c) If any general meeting is to be terminated by the chairman under article 10.9(b), the chairman must put any incomplete items of business of which notice was given in

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the notice convening the general meeting and which required a vote at that general meeting, to the vote by poll either without discussion then and there or at such other time, at such place and in such manner as the chairman directs. The results of any such poll on each such item of business is deemed for all purposes to be a resolution or special resolution (as the case may be) of the general meeting and be recorded in the minutes of that general meeting accordingly.

• (d) After the chairman of a general meeting declares the meeting to be adjourned, terminated or over, no business or question may be brought forward, discussed or decided.

10.10 Adjournment of general meeting

• (a) The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting at any time and place, but:

• (i) in exercising the discretion to do so, the chairman may, but need not, seek the approval of the Members present in person or by proxy, attorney or Representative; and

• (ii) only unfinished business is to be transacted at a meeting resumed after an adjournment.

• (b) Unless required by the chairman, a vote may not be taken or demanded by the Members present in person or by proxy, attorney or Representative in respect of any adjournment.

10.11 Notice of adjourned meeting

It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more. In that case, notice of the adjourned meeting must be given as in the case of an original meeting.

10.12

Questions decided by majority

Subject to the requirements of the Corporations Act, a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.

10.13 No casting vote for chairman

If there is an equality of votes, either on a show of hands or on a poll, the chairman of the general meeting is not entitled to a casting vote, in addition to any votes to which the chairman is entitled as a Member or proxy or attorney or Representative.

10.14 Voting on show of hands

At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is effectively demanded and the demand is not withdrawn. A declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the chairman nor the minutes need state, and it is not necessary to prove, the number or proportion of the votes recorded in favour of or against the resolution.

10.15 Poll

If a poll is effectively demanded:

• (a) it must be taken in the manner and at the date and time directed by the chairman and the result of the poll is a resolution of the meeting at which the poll was demanded;

• (b) on the election of a chairman or on a question of adjournment, it must be taken immediately;

• (c) the demand may be withdrawn; and

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(d) the demand does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

10.16 Entitlement to vote

• (a) Subject to any rights or restrictions for the time being attached to any class or classes of shares and to this Constitution:

• (i) on a show of hands, each Member present in person and each other person present as a proxy, attorney or Representative of a Member has one vote; and

• (ii) on a poll:

  • (A) each Member present in person has one vote for each fully paid share held by the Member and each person present as proxy, attorney or Representative of a Member has one vote for each fully paid share held by the Member that the person represents;

  • (B) each Member present has a fraction of a vote for each partly paid share equivalent to the proportion which the amount paid (not credited) of the total amounts paid and payable (excluding amounts credited) on the share. Amounts paid in advance in relation to a call will be ignored when calculating the proportion.

• (b) A Member is not entitled to vote at a general meeting in respect of shares which are the subject of a current Restriction Agreement for so long as any breach of that agreement subsists.

10.17 Proxies

• (a) A Member who is entitled to attend and vote at a particular general meeting may appoint a person as the Member’s proxy to attend and vote for the Member at that general meeting.

• (b) An instrument appointing a proxy:

• (i) must comply with the Corporations Act and the Listing Rules;

• (ii) must specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

• (iii) may specify the proportion or number of votes that the proxy may exercise;

• (iv) is deemed to confer authority to demand or join in demanding a poll;

• (v) is not valid unless:

  • (A) the instrument is signed, or otherwise authenticated in a manner prescribed in the Corporations Act by the Member making the appointment and contains the information prescribed in the Corporations Act; and

  • (B) the instrument (and any other power of attorney or authority) is received by the Company in accordance with the Corporations Act.

• (c) Unless the Company has received written notice of the matter before the start or resumption of the general meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes:

• (i) the appointing Member dies;

• (ii) the Member is mentally incapacitated;

• (iii) the Member revokes the proxy’s or attorney’s appointment;

• (iv) the Member revokes the authority under which the proxy was appointed by a third party; or

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• (v) the Member transfers the shares in respect of which the proxy was given.

• (d) Subject to article 10.17(c), an instrument appointing a proxy may be revoked at any time by notice in writing to the Company.

10.18 Joint shareholders’ vote

If a share is held jointly and more than one Member votes in respect of that share, only the vote of the Member whose name appears first in the Register counts.

10.19 Effect of unpaid call

A Member is not entitled at a general meeting to cast a vote attached to a share on which a call is due and payable and has not been paid.

10.20 Validity of vote in certain circumstances

Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a person votes as a proxy, attorney or Representative, a vote cast by that person is valid even if, before the person votes:

• (a) the appointing Member dies;

• (b) the Member is mentally incapacitated;

• (c) the Member revokes the appointment or authority;

• (d) the Member revokes the authority under which the appointment was made by a third party; or

• (e) the Member transfers the share in respect of which the appointment or authority was given.

10.21 Objection to voting qualification

An objection to the right of a person to attend or vote at the meeting or adjourned meeting:

• (a) may not be raised except at that meeting or adjourned meeting; and

• (b) must be referred to the chairman of the meeting, whose decision is final.

• A vote not disallowed under the objection is valid for all purposes.

11. THE DIRECTORS

11.1 Number of Directors

Unless otherwise determined by the Company in general meeting, the number of Directors is to be not less than three nor more than:

• (a) ten; or

• (b) any lesser number than ten determined by the Directors (but the number must not be less than the number of Directors in office at the time the determination takes effect).

The Directors in office at the time of adoption of this Constitution continue in office subject to this Constitution.

11.2 Change of number of Directors

The Company in general meeting may by resolution increase or reduce the minimum or maximum number of Directors.

11.3 Retirement and election of Directors

• (a) A Director must not hold office without re-election:

• (i) past the third annual general meeting following the Director’s appointment or last election; or

• (ii) for more than three years,

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whichever is the longer.

• (b) There must be an election of Directors at each annual general meeting of the Company. This can be satisfied by one or more of the following so long as the maximum number of Directors under article 11.1 is not exceeded:

• (i) a person standing for election as a new Director having nominated in accordance with article 11.6;

• (ii) any Director who was appointed under article 11.7 standing for election as a Director;

• (iii) any Director who is retiring at the end of the annual general meeting due to the tenure limitation in article 11.3(a), standing for re-election; or

• (iv) if no person or Director is standing for election or re-election in accordance with paragraphs (i), (ii) or (iii), then the Director who has been a Director the longest without re-election must retire and stand for re-election. If two or more Directors have been a Director the longest and an equal time without re-election, then in default of agreement, the Director to retire will be determined by ballot.

• (c) This article does not apply to one Managing Director who is exempt from retirement and re-election in accordance with article 12.10.

11.4 Office held until conclusion of meeting

A retiring Director holds office until the conclusion of the meeting at which that Director retires but is eligible for re-election.

11.5 Director elected at general meeting

The Company may, at a general meeting at which a Director retires or otherwise vacates office, by resolution fill the vacated office by electing a person to that office.

11.6 Eligibility for election as Director

Except for:

• (a) a person who is eligible for election or re-election under article 11.3, 11.7; or

• (b) a person recommended for election by the Directors,

a person is not eligible for election as a Director at a general meeting of the Company unless a consent to nomination signed by the person has been lodged at the Registered Office at least: (i) in the case of a meeting that members have requested the Directors to call, 30 business days before the general meeting; and (ii) in any other case, 35 business days before the general meeting,

but, in each case, no more than 90 business days before the meeting.

11.7 Casual vacancy or additional Director (a) The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, provided the total number of Directors does not exceed the maximum number in accordance with article 11.1. (b) A Director appointed under article 11.7(a) holds office until the conclusion of the next annual general meeting of the Company but is eligible for election at that meeting. This provision does not apply to one Managing Director nominated by the Directors under article 12.10. 11.8 Remuneration of Directors (a) The Directors are to be remunerated for their services as Directors as follows: (i) the amount of the remuneration of the Directors is a yearly sum not exceeding the sum from time to time determined by the Company in

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general meeting. The notice convening the meeting must include any proposal to increase the Directors’ remuneration and specify both the amount of any increase and the new yearly sum proposed for determination;

• (ii) the amount of the remuneration of the Directors is to be divided among them in the proportion and manner they agree or, in default of agreement, among them equally;

• (iii) the remuneration is to be provided wholly in cash unless the Directors, with the agreement of the Director concerned, determine that part is to be satisfied in the form of non-cash benefits, including the issue or purchase of shares in the Company or the grant of options to subscribe for such shares. The sum determined by the Company in general meeting under article 11.8(a)(i) does not include remuneration in the form of share, option or other equity plans approved separately by the Company in general meeting;

• (iv) in making a determination under paragraph (iii), the Directors may fix the value of any non-cash benefit; and

• (v) the Directors’ remuneration accrues from day to day, except for any noncash benefit which is taken to accrue at the time the benefit is provided, subject to the terms on which the benefit is provided.

• (b) This article does not apply to the remuneration of the Managing Director or any other Executive Director appointed under article 12.8.

11.9

Superannuation contributions

If required by law, the Company may make contributions to a fund for the purpose of making provision for or obtaining superannuation benefits for a Director provided that any contribution to such a fund is included within the existing agreed remuneration for that Director under article 11.8.

11.10 Additional or special duties

If a Director at the request of the Directors performs additional or special duties for the Company, the Company may remunerate that Director as determined by the Directors and that remuneration may be either in addition to or in substitution for that Director’s remuneration under article 11.8.

11.11 Retirement benefit

Subject to the Listing Rules and Corporations Act, the Company may pay a former Director, or the personal representative of a Director who dies in office, a retirement benefit in recognition of past services of an amount determined by the Directors. The Company may also enter into a contract with a Director providing for payment of a retirement benefit. A retirement benefit paid under this article is not remuneration to which article 11.8 applies.

11.12 Expenses

A Director is entitled to be reimbursed out of the funds of the Company such reasonable travelling, accommodation and other expenses as the Director may incur when travelling to or from meetings of the Directors or a Committee or when otherwise engaged on the business of the Company.

11.13 Director’s interests

• (a) Subject to complying with the Corporations Act regarding disclosure of and voting on matters involving material personal interests, a Director may:

• (i) hold any office or place of profit in the Company, except that of auditor;

• (ii) hold any office or place of profit in any other company, body corporate, trust or entity promoted by the Company or in which it has an interest of any kind;

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• (iii) enter into any contract or arrangement with the Company;

• (iv) participate in any association, institution, fund, trust or scheme for past or present employees of the Company or Directors or persons dependent on or connected with them;

• (v) act in a professional capacity (or be a member of a firm which acts in a professional capacity) for the Company, except as auditor;

• (vi) participate in, vote on and be counted in a quorum for any meeting, resolution or decision of the Directors and may be present at any meeting where any matter is being considered by the Directors;

• (vii) sign or participate in the execution of a document by or on behalf of the Company;

• (viii) do any of the above despite the fiduciary relationship of the Director’s office:

  • (A) without any liability to account to the Company for any direct or indirect benefit accruing to the Director; and

  • (B) without affecting the validity of any contract or arrangement; and

• (ix) exercise the voting power conferred by securities in any entity held by the Company, as they determine including in circumstances where a Director may be interested in the exercise, such as a resolution appointing a Director as an officer of the entity or providing for the payment of remuneration to officers of the entity.

• (b) A reference to the Company in this article 11.13 is also a reference to each related body corporate of the Company.

11.14 Vacation of office of Director

In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:

• (a) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

• (b) resigns from the office by notice in writing to the Company; or

• (c) is not present personally or by proxy or Alternate Director at meetings of the Directors for a continuous period of four months without leave of absence from the Directors provided that written notice has been provided to that Director requiring his attendance at the next Directors meeting after that period and the Director fails to attend at that meeting either personally or by Alternate Director; or

• (d) is removed from office by resolution under section 203D of the Corporations Act, but without depriving the Director of any compensation or damages payable to the Director in respect of the termination of the Director’s appointment as a Director or of an appointment terminating with that appointment.

12. POWERS AND DUTIES OF DIRECTORS

12.1 Directors to manage Company

The business of the Company is to be managed by the Directors, who may exercise all such powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.

12.2 Specific powers of Directors

Without limiting the generality of article 12.1, the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

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12.3 Appointment of attorney

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for the purposes and with the powers, authorities and discretions vested in or exercisable by the Directors for such period and subject to such conditions as they think fit.

12.4 Provisions in power of attorney

A power of attorney granted under article 12.3 may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions vested in the attorney.

12.5 Signing of cheques

The Directors may determine the manner in which and persons by whom cheques, promissory notes, bankers’ drafts, bills of exchange and other negotiable instruments, and receipts for money paid to the Company, may be signed, drawn, accepted, endorsed or otherwise executed.

12.6 Committees

The Directors may delegate any of their powers, other than powers required by law to be dealt with by Directors as a board, to a Committee or Committees consisting of one or more of their number as they think fit.

12.7 Powers delegated to Committees

A Committee to which any powers have been delegated under article 12.6 must exercise those powers in accordance with any directions of the Directors.

12.8 Appointment of Managing and Executive Directors

• (a) The Directors may appoint an employee of the Company or one of its subsidiaries to the office of Managing Director or Executive Director of the Company, to hold office as Director for the period determined at the time of appointment, but not to exceed the term of employment of the employee.

• (b) The Directors may, subject to the terms of any employment contract between the relevant Director and the Company or subsidiary, at any time remove or dismiss any Managing Director or Executive Director from employment with that company, in which event the appointment as a Director will automatically cease.

12.9 Ceasing to be a Managing or Executive Director

Subject to article 12.10, a Managing Director or Executive Director appointed under article 12.8 is subject to re-election as director in accordance with article 11.3. If re-elected, their term as Director ends when their employment contract with the Company or its subsidiary ceases.

12.10 One Managing Director exempt

The Managing Director or if a Managing Director is not appointed then an Executive Director, nominated by the Directors, is, while holding that office, exempt from retirement by rotation under article 11.3.

12.11 Remuneration of Managing and Executive Directors

The remuneration of a Managing Director or an Executive Director may be fixed by the Directors and may be by way of salary or commission or participation in profits or by all or any of those modes, but may not be by a commission on or percentage of operating revenue.

12.12 Powers of Managing and Executive Directors

The Directors may:

• (a) confer on a Managing Director or an Executive Director such of the powers exercisable by them, on such terms and conditions and with such restrictions, as they think fit; and

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(b) withdraw or vary any of the powers conferred on a Managing Director or an Executive Director.

12.13 Delegation of Directors’ powers

• (a) The Directors may delegate any of their powers to any persons they select for any period, to be exercised for any objects and purposes on any terms and subject to any conditions and restrictions as they think fit, and may revoke, withdraw, alter or vary the delegation of any of those powers.

• (b) The powers of delegation expressly or impliedly conferred by this Constitution on the Directors are conferred in substitution for, and to the exclusion of, the power conferred by section 198D of the Corporations Act.

13. PROCEEDINGS OF DIRECTORS

13.1 Directors’ meetings

The Directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

13.2 Director may convene a meeting

A Director may at any time, and the Secretary must on the written request of a Director, convene a meeting of the Directors. Unless agreed to by a majority of Directors entitled to attend at a meeting of Directors, not less than 24 hours notice of a meeting of Directors shall be given to each Director either by personal telephone contact or in writing by the convenor of the meeting. An accidental omission to send a notice of a meeting to Directors to any Director or the non-receipt of such a notice by any Director does not invalidate the proceedings, or any resolution passed at the meeting.

13.3 Use of technology for Directors’ meetings

A Directors’ meeting may be called or held using any technology consented to by all the Directors. The consent may be a standing one. A Director may only withdraw their consent within a reasonable period of time before the meeting (being not less than 7 days before the meeting).

13.4 Questions decided by majority

A question arising at a meeting of Directors is to be decided by a majority of votes of Directors present and entitled to vote and that decision is for all purposes a decision of the Directors.

13.5 Alternate Director and voting

A person who is present at a meeting of Directors as an Alternate Director has one vote for each absent Director who would be entitled to vote if present at the meeting and for whom that person is an Alternate Director and, if that person is also a Director, has one vote as a Director in that capacity.

13.6 Chairman of Directors

The Directors may elect one of their number as chairman of their meetings and may also determine the period for which the person elected as chairman is to hold office.

13.7 Absence of chairman at Directors’ meeting

If a Directors’ meeting is held and:

• (a) a chairman has not been elected under article 13.6; or

(b) the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

the Directors present must elect one of their number to be a chairman of the meeting.

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13.8 Chairman’s casting vote at Directors’ meetings

If there are an equal number of votes for and against a question, the chairman of the Director’s meeting has a casting vote, unless only two Directors are present and entitled to vote on the question.

13.9 Appointment of Alternate Director

Subject to the Corporations Act, a Director may appoint a person approved by a majority of the other Directors to be an Alternate Director in the Director’s place during such period as the Director thinks fit, however, a Director may only appoint one alternate Director at a time.

13.10 Alternate Director and meetings

An Alternate Director is entitled to notice of all meetings of the Directors and, if the appointor does not attend the meeting (or part of it), the Alternate Director is entitled to participate and vote in the appointor’s place.

13.11 Alternate Director’s powers

An Alternate Director may exercise all the powers of the appointor except the power to appoint an Alternate Director and, subject to the Corporations Act, may perform all the duties of the appointor except to the extent that the appointor has exercised or performed them.

13.12 Alternate Director responsible for own acts and defaults

While acting as a Director, an Alternate Director:

(a) is an officer of the Company and not the agent of the appointor; and

(b) is responsible to the exclusion of the appointor for the Alternate Director’s own acts and defaults.

13.13 Alternate Director and remuneration

An Alternate Director is not entitled to receive from the Company any remuneration or benefit under article 11.9 or 11.11.

13.14 Termination of appointment of Alternate Director

The appointment of an Alternate Director may be terminated at any time by the appointor even if the period of the appointment of the Alternate Director has not expired, and terminates in any event if the appointor ceases to be a Director for any reason.

13.15

Appointment or termination in writing

Subject to article 13.9, an appointment, or the termination of an appointment, of an Alternate Director must be effected by a notice in writing signed by the Director who makes or made the appointment and delivered to the Company.

13.16 Alternate Director and number of Directors

An Alternate Director is not to be taken into account separately from the appointor in determining the number of Directors.

13.17 Quorum for Directors’ meeting

At a meeting of Directors, the number of Directors whose presence in person is necessary to constitute a quorum is as determined by the Directors in accordance with article 13.1 and, unless so determined, is two.

13.18 Continuing Directors may act

The continuing Directors may act despite a vacancy in their number. If their number is reduced below the minimum fixed by article 11.1, the continuing Directors may, except in an emergency, act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or to convene a general meeting.

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13.19 Delegation of powers to Committees

The Directors may (and if required to do so by the Listing Rules, must) by Resolution or by power of attorney, delegate any of their powers to Committees consisting of such Directors or Members or persons as the Directors think fit to act either in Australia or elsewhere. Any Committee so formed or person or persons so appointed must, in the exercise of the power so delegated, conform to any regulations that may from time to time be imposed by the Directors. Any such delegation must be recorded in the minute book of meetings of Directors.

13.20 Chairman of Committee

The members of a Committee may elect one of their number as chairman of their meetings. If a meeting of a Committee is held and:

• (a) a chairman has not been elected; or

• (b) the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

the members involved may elect one of their number to be chairman of the meeting.

13.21 Meetings of Committee

The meetings and proceedings of any Committee are governed by the provisions of this Constitution regulating the meetings and proceedings of the Directors so far as they are applicable.

13.22 Determination of questions

• (a) Questions arising at a meeting of a Committee are to be determined by a majority of votes of the members of the Committee present and voting.

• (b) If there are an equal number of votes for and against a question, the chairman of the meeting has a casting vote, unless only two members of the Committee are present and entitled to vote on the question.

13.23

Circulating resolutions

A resolution in writing signed by all of the Directors for the time being (or their respective Alternate Director), excluding those Directors who would not be permitted, by virtue of the Corporations Act, to vote were the resolution to be put to a meeting of the Directors, will, provided that reasonable efforts have been made to give all Directors notice of the proposed resolution, be as valid and effective as if it had been passed at a meeting of the Directors duly convened and held. Any such resolution:

• (a) may consist of several documents in like form each signed by one or more Directors; (b) will be effective from the date the last of the relevant Directors has signed the resolution;

• (c) must be entered into the books provided for the purpose of recording, amongst other things, resolutions of Directors, as soon as practicable; and

• (d) must be notified by the Secretary to all Directors as soon as practicable after the resolution is passed.

A fax, electronic mail or such similar means of communication addressed to or received by the Company and purporting to be signed by a Director is for the purpose of this article 13.23 deemed to be writing signed by such Director.

13.24 Validity of acts of Directors

All acts done at a meeting of the Directors or of a Committee, or by a person acting as a Director are, even if it is afterwards discovered that:

• (a) there was a defect in the appointment or continuance in office of a person as a Director or of the person so acting; or

• (b) a person acting as a Director was disqualified or was not entitled to vote,

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as valid as if the relevant person had been duly appointed or had duly continued in office and was qualified and entitled to vote.

14. SECRETARY

14.1 Appointment of Secretary

The Company must have at least one Secretary who is to be appointed by the Directors.

14.2 Suspension and removal of Secretary

The Directors may suspend or remove a Secretary from that office.

14.3 Powers, duties and authorities of Secretary

A Secretary holds office on the terms and conditions (including as to remuneration) and with the powers, duties and authorities, as determined by the Directors. The exercise of those powers and authorities and the performance of those duties by a Secretary is subject at all times to the control of the Directors.

15. MINUTES

15.1 Minutes to be entered into books

The Directors must cause minutes to be duly entered in books provided for the purpose of recording:

• (a) all appointments of Directors and Secretaries;

• (b) the names of the Directors present at each meeting of the Directors and committees;

• (c) all orders, resolutions, special resolutions and proceedings of meetings of the Company and the Directors and of meetings of committees; and

• (d) such matters as are required by the Corporations Act to be contained in such books.

15.2 Minutes to be signed by chairman

Any minutes purporting to be signed by any person purporting to be the chairman of a meeting or to be the chairman of the next succeeding meeting may be received in evidence without any further proof, as sufficient evidence:

• (a) that the matters and things recorded by or appearing in such minutes actually took place or happened as recorded or appearing; and

• (b) of the regularity of such matters and things in all respects and that the same took place at a meeting duly convened and held.

16. SEALS

16.1 Safe custody of common seals

The Directors must provide for the safe custody of any seal of the Company.

16.2 Use of common seal

If the Company has a common seal or duplicate common seal:

• (a) it may be used only by the authority of the Directors, or of a Committee authorised by the Directors to authorise its use; and

• (b) every document to which it is affixed must be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

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17. INSPECTION OF RECORDS

17.1 Inspection by Members

Subject to the Corporations Act, the Directors may determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of Members (other than Directors).

17.2 Right of a Member to inspect

A Member (other than a Director) does not have the right to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting.

18. DIVIDENDS AND RESERVES

18.1 Payment of dividend

Subject to the Corporations Act, the Listing Rules, this Constitution and the rights of any person entitled to shares with special rights to dividend, the Directors may determine that a dividend is payable, fix the amount and the time for payment and authorise the payment or crediting by the Company to, or at the direction of, each Member entitled to that dividend.

18.2 No interest on dividends

Interest is not payable by the Company on a dividend.

18.3 Reserves and profits carried forward

• (a) The Directors may:

• (i) before paying any dividend, set aside such sums as they think proper as a reserve, to be applied, at the discretion of the Directors, for any purpose for which such sums may be properly applied; and

• (ii) carry forward so much of the profits that are not included in the sums set aside under article 18.3(a)(i) without transferring those profits to a reserve.

• (b) Pending application, any sum set aside as a reserve may, at the discretion of the Directors, be used in the business of the Company or be invested as the Directors think fit.

18.4 Calculation and apportionment of dividends

• (a) Subject to the rights of any persons entitled to shares with special rights as to dividend and to the terms of issue of any shares to the contrary, all sums that the Company determines are to be distributed among Members as dividends are divisible among the Members so that, on each occasion on which a dividend is paid:

• (i) the same sum is paid on each share on which all amounts payable have been paid; and

• (ii) the sum paid on a share on which all amounts payable have not been paid is the proportion of the sum referred to in paragraph (a) that the amount paid on the shares bears to the total of the amounts paid and payable on the share.

• (b) To determine the amount paid on a share, exclude any amount:

• (i) paid or credited as paid in advance of a call; and

• (ii) credited as paid on a share to the extent that it exceeds the value (ascertained at the time of issue of the share) of the consideration received for the issue of the share.

• (c) All dividends are to be apportioned and paid proportionately to the amounts paid on the shares during any portion or portions of the period in respect of which the

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dividend is paid, but, if any share is issued on terms providing that it will rank for dividend as from a particular date, that share ranks for dividend accordingly.

18.5 Deductions from dividends

The Directors may deduct from any dividend payable to, or at the direction of, a Member any sums presently payable by that Member to the Company on account of calls or otherwise in relation to shares in the Company.

18.6 Distribution of specific assets

• (a) When resolving to pay a dividend, the Directors may:

• (i) resolve that the dividend be satisfied either wholly or partly by the distribution of specific assets to some or all of the persons entitled to the dividend, including fully paid shares in or debentures of the Company or fully paid shares in or debentures of any other body corporate; and

• (ii) direct that the dividend payable in respect of any particular shares be satisfied wholly or partly by such a distribution and that the dividend payable in respect of other shares be paid in cash.

• (b) Where a dividend is to be paid wholly or partly by the distribution of shares or other securities of another body corporate:

• (i) the members are deemed to have agreed to become members of that body corporate and to be bound by the constitution of that body corporate; and

• (ii) each member appoints each Director as its agent to execute any transfer of shares or other securities, or any other document required to give effect to the distribution of shares or other securities to that member.]

18.7 Resolution of distribution difficulties

• (a) If a difficulty arises in regard to a distribution under article 18.6, the Directors may:

• (i) settle the matter as they consider expedient;

• (ii) fix the value for distribution of the specific assets or any part of those assets;

• (iii) determine that cash payments will be made to, or at the direction of, any Members on the basis of the value so fixed in order to adjust the rights of all parties; and

• (iv) vest any such specific assets in trustees as the Directors consider expedient.

• (b) If a distribution of specific assets to, or at the direction of, a particular Member or Members is illegal or, in the Directors’ opinion, impracticable the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the dividend instead of the distribution of specific assets.

18.8 Payments in respect of shares

A dividend, interest or other money payable in cash in respect of shares may be paid using any payment method chosen by the Company, including:

• (a) by cheque sent through the post directed to the address in the Register of the holder or, in the case of joint holders, to the address of the joint holder first named in the Register;

• (b) by cheque sent through the post directed to such other address as the holder or joint holder in writing directs; or

• (c) by some other method of direct credit determined by the Directors to the holder or holders shown on the Register or to such person or place directed by them.

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18.9 Effectual receipt from one joint holder

Any one of two or more joint holders may give an effectual receipt for any dividend, interest or other money payable in respect of the shares held by them as joint holders.

18.10 Election to reinvest dividend

Subject to the Listing Rules, the Directors may grant to Members or any class of Members the right to elect to reinvest cash dividends paid by the Company by subscribing for shares in the Company on such terms and conditions as the Directors think fit.

18.11 Election to accept shares instead of dividends

Subject to the Listing Rules, the Directors may determine in respect of any dividend which it is proposed to pay on any shares of the Company that holders of the shares may elect:

• (a) to forego the right to share in the proposed dividend or part of such proposed dividend; and

• (b) to receive instead an issue of shares credited as fully paid on such terms as the Directors think fit.

18.12 Unclaimed dividends

Unclaimed dividends may be invested by the Directors as they think fit for the benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed moneys.

19. CAPITALISATION OF PROFITS

19.1 Capitalisation of reserves and profits

The Directors:

• (a) may resolve to capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to Members; and

• (b) may, but need not, resolve to apply the sum in any of the ways mentioned in article 19.2, for the benefit of Members in the proportions to which those Members would have been entitled in a distribution of that sum by way of dividend.

19.2 Applying a sum for the benefit of Members

The ways in which a sum may be applied for the benefit of Members under article 19.1 are:

• (a) in paying up any amounts unpaid on shares held by Members;

• (b) in paying up in full unissued shares or debentures to be issued to Members as fully paid; or

• (c) partly as mentioned in paragraph (a) and partly as mentioned in paragraph (b).

19.3 Implementing the resolution

The Directors may do all things necessary to give effect to the resolution under article 19.1 and, in particular, to the extent necessary to adjust the rights of the Members among themselves, may:

• (a) make cash payments in cases where shares or debentures become issuable in fractions;

• (b) authorise any person to make, on behalf of all or any of the Members entitled to any further shares or debentures on the capitalisation, an agreement with the Company providing for:

• (i) the issue to them, credited as fully paid up, of any further shares or debentures; or

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• (ii) the payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised,

and any agreement so made is effective and binding on all the Members concerned;

• (c) fix the value of specified assets; or

• (d) vest property in trustees.

20. SERVICE OF DOCUMENTS 20.1 Document includes notice

In article 20, a reference to a document includes a notice and a notification by electronic means.

20.2 Methods of service

The Company may give a document to a Member:

• (a) personally;

• (b) by delivering it or sending it by post to the address for the Member in the Register or an alternative address nominated by the Member;

• (c) by sending it to a fax number or electronic address or by other electronic means nominated by the Member; or

• (d) by any manner specified in the Corporations Act.

20.3 Post

A document sent by post:

• (a) if sent to an address in Australia, may be sent by ordinary post; and

(b) if sent to an address outside Australia, must be sent by airmail, and, in either case, is taken to have been given and received on the day after the day of its posting.

20.4 Fax or other electronic means A document sent or given by fax or other electronic means: (a) is taken to be effected by properly addressing and transmitting the fax or other electronic transmission; and (b) is taken to have been given and received on the day after the date of its transmission. 20.5 Evidence of service A certificate in writing signed by a Director or a Secretary stating that a document was sent, delivered or given to a Member personally, by post, fax or other electronic means on a particular date is prima facie evidence that the document was sent, delivered or given on that date and by that means. 20.6 Joint holders

A document may be given by the Company to the joint holders of a share by giving it to the joint holder first named in the Register in respect of the share.

20.7 Persons entitled to shares

A person who by operation of law, transfer or other means whatsoever becomes entitled to any share is absolutely bound by every document given in accordance with this article 20 to the person from whom that person derives title prior to registration of that person’s title in the Register.

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21. WINDING UP

21.1 Distribution of assets

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company, divide among the Members in specie or in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the Members or different classes of Members.

21.2 Powers of liquidator to vest property

The liquidator may, with the sanction of a special resolution of the Company, vest the whole or any part of any such property in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Member is compelled to accept any shares or other securities in respect of which there is any liability.

21.3 Shares issued on special terms

Articles 21.1 and 21.2 do not prejudice or affect the rights of a Member holding shares issued on special terms and conditions.

22. INDEMNITY AND INSURANCE

22.1 Indemnity

To the maximum extent permitted by law, the Company may indemnify any current or former Director or Secretary or officer of senior manager of the Company or a subsidiary of the Company out of the property of the Company against:

• (a) any liability incurred by the person in that capacity (except a liability for legal costs);

• (b) legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity; and

• (c) legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and discharge of their duties as an officer of the Company or a subsidiary, if that expenditure has been approved in accordance with the Company’s policy,

except to the extent that:

• (d) the Company is forbidden by law to indemnify the person against the liability or legal costs; or

• (e) an indemnity by the Company of the person against the liability or legal costs, if given, would be made void by law.

22.2 Insurance

The Company may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been a Director or Secretary or officer or senior manager of the Company or of a subsidiary of the Company against liability incurred by the person in that capacity, including a liability for legal costs, unless:

• (a) the Company is forbidden by law to pay or agree to pay the premium; or

• (b) the contract would, if the Company paid the premium, be made void by law.

22.3 Contract

The Company may enter into an agreement with a person referred to in articles 22.1 and 23.2 with respect to the matters covered by those articles. An agreement entered into pursuant to this article may include provisions relating to rights of access to the books of the Company conferred by the Corporations Act or otherwise by law.

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23. RESTRICTED SECURITIES

23.1 Disposal during Escrow Period

• (a) Restricted Securities cannot be disposed of during the Escrow Period except as permitted by the Listing Rules or ASX.

• (b) The Company must not acknowledge a disposal (including by registering a transfer) of Restricted Securities during the Escrow Period except as permitted by the Listing Rules or ASX.

23.2 Breach of Restriction Agreement or Listing Rules

During a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.

24. UNMARKETABLE PARCELS

24.1 Definitions

In this article 24:

Share means shares in the Company; and

Sale Share means a Share which is sold or disposed of in accordance with the article 24.

24.2 Power to sell existing unmarketable parcels

• (a) Subject to the Applicable Law, the Company may sell the Shares of a Member if:

• (i) the total number of Shares of a particular class held by that Member is less than a marketable parcel;

• (ii) the Company gives that Member notice in writing stating that the Shares are liable to be sold or disposed of by the Company;

• (iii) that Member does not give notice in writing to the Company, by the date specified in the notice of the Company (being not less than 42 days after the date of the Company giving that notice), stating that all or some of those Shares are not to be sold or disposed of.

• (b) The Company may only exercise the powers under article 24.2(a), in respect of one or more Members, once in any 12 month period.

• (c) The power of the Company under article 24.2(a) lapses following the announcement of a takeover bid. However, the procedure may be started again after the close of the offers made under the takeover bid.

24.3 Power to sell new unmarketable parcels

• (a) Subject to the Corporations Act and Listing Rules, the Company may sell the Shares of a Member if the Shares of a particular class held by that Member are in a new holding created by a transfer on or after 1 September 1999 of a number of Shares of that class that was less than a marketable parcel at the time the transfer was lodged.

• (b) The Company may give a Member referred to in article 24.3(a) notice in writing stating that the Company intends to sell or dispose of the Shares.

24.4 Extinguishment of interests and claims

The exercise by the Company of its powers under articles 24.2 or 24.3 extinguishes, subject to this article 24:

• (a) all interests in the Sale Shares of the former Member; and

• (b) all claims against the Company in respect of the Sale Shares by that Member, including all dividends determined to be paid in respect of those Shares and not actually paid.

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24.5 Manner of sale

• (a) Subject to the Corporations Act and Listing Rules, the Company may sell or dispose of any Shares under articles 24.2 or 24.3 at any time:

• (i) using a financial services licensee on the basis that person obtains the highest possible price for the sale of the Shares; or

• (ii) in any other manner and on any terms as the Directors resolve.

• (b) The Company may:

• (i) exercise any powers permitted under the Corporations Act and Listing Rules to enable the sale or disposal of Shares under this article 24;

• (ii) receive the purchase money or consideration for Sale Shares;

• (iii) appoint a person to sign a transfer of Sale Shares; and

• (iv) enter in the Register the name of the person to whom Sale Shares are sold or disposed.

• (c) The person to whom a Sale Share is sold or disposed need not enquire whether the Company:

• (i) properly exercised its powers under this article 24 in respect of that Share; or

• (ii) properly applied the proceeds of sale or disposal of those Shares, and the title of that person is not affected by those matters.

• (d) The remedy of any person aggrieved by a sale or disposal of Sale Shares is in damages only and against the Company exclusively.

• (e) A certificate in writing from the Company signed by a Director or Secretary that a Share was sold or disposed of in accordance with this article 24 is sufficient evidence of those matters.

24.6 Application of proceeds

• (a) If the Company exercises the powers under article 24.2, either the Company or the person to whom a Sale Share is sold or disposed of must pay the expenses of the sale or disposal.

• (b) The Company must apply the proceeds of any sale or disposal of any Sale Shares in the following order:

• (i) in the case of an exercise of the powers under article 24.3, the expenses of the sale or disposal;

• (ii) the amounts due and unpaid in respect of those Shares; and

• (iii) the balance (if any) to the former Member or the former Member's personal representative, on the Company receiving the certificate (if any) for those Shares or other evidence satisfactory to the Company regarding the ownership of those Shares.

24.7 Voting and dividend rights pending sale

• (a) If the Company is entitled to exercise the powers under article 24.3, the Company may by resolution of the Directors remove or change either or both:

• (i) the right to vote; and

• (ii) the right to receive dividends,

of the relevant Member in respect of some or all of the Shares liable to be sold or disposed of.

• (b) After the sale of the relevant Sale Shares, the Company must pay to the person entitled any Dividends that have been withheld under article 24.7(a).

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SCHEDULE 1 – TERMS OF PREFERENCE SHARES

The Company may issue preference shares under article 2.2 on the following terms.

1. DIVIDEND RIGHTS AND PRIORITY OF PAYMENT

• (a) Each preference share confers on the holder a right to receive a dividend ( Dividend ) at the rate or in the amount and on the conditions decided by the Directors under the terms of issue unless, and to the extent that, the Directors decide under the terms of issue that there is no right to receive a Dividend.

• (b) Without limiting the conditions which, under the terms of issue, the Directors may impose upon any right to receive a Dividend, the Directors may under the terms of issue, impose conditions upon the right to receive a Dividend which may be changed or reset at certain times or upon certain events and in the manner and to the extent the Directors decide under the terms of issue.

• (c) Any Dividend:

• (i) is non-cumulative unless, and to the extent that, the Directors decide otherwise under the terms of issue; and

• (ii) will rank for payment:

  • (A) in priority to ordinary shares unless, and to the extent that, the Directors decide otherwise under the terms of issue;

  • (B) in priority to shares in any other class of shares or class of preference shares expressed under the terms of issue to rank behind for the payment of dividends;

  • (C) equally with shares in any other class of shares or class of preference shares expressed under the terms of issue to rank equally for the payment of dividends; and

  • (D) behind shares in any other class of shares or class of preference shares expressed under the terms of issue to rank in priority for the payment of dividends.

• (d) If, and to the extent that, the Directors decide under the terms of issue, each preference share may, in addition to any right to receive a Dividend, participate equally with the ordinary shares in sums available for distribution as dividends.

• (e) Each preference share confers on its holder:

• (i) if, and to the extent that the Dividend is cumulative, the right in a winding up or on redemption to payment of the amount of any Dividend accrued but unpaid on the share at the commencement of the winding up or the date of redemption, whether earned or determined or not;

• (ii) if, and to the extent that the Dividend is non-cumulative, and if, and to the extent that, the Directors decide under the terms of issue, the right in a winding up or on redemption to payment of the amount of any Dividend accrued but unpaid for the period commencing on the dividend payment date which has then most recently occurred and ending on the commencement of the winding up or the date of redemption, whether earned or determined or not,

with the same priority in relation to each other class of shares as the priority that applies in relation to the payment of the Dividend.

2. ENTITLEMENT TO PAYMENT OF CAPITAL SUM

• (a) Each preference share confers on its holder the right in a winding up or on a redemption to payment of:

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• (i) any amount paid on the share, or any amount fixed by the Directors under the terms of issue or capable of determination pursuant to a mechanism adopted by the Directors under the terms of issue; and

• (ii) a further amount out of the surplus assets or profits of the Company or sums available for distribution as dividend on the conditions decided by the Directors under the terms of issue unless, and to the extent that, the Directors decide under the terms of issue that there is no right to any payment of a further amount out of the surplus assets or profits of the Company or sums available for distribution as dividend,

in priority to ordinary shares and, unless the Directors decide otherwise under the terms of issue, in priority to shares in any other class of shares or class of preference shares expressed to rank behind on a winding up, equally with shares in any other class of shares or class of preference shares expressed to rank equally on a winding up, and behind shares in any other class of shares or class of preference shares expressed to rank in priority on a winding up.

• (b) Unless otherwise decided by the Directors under the terms of issue, a preference share does not confer on its holder any right to participate in the profits or property of the Company except as set out in this schedule 1.

3. BONUS ISSUES AND CAPITALISATION OF PROFITS

If, and to the extent that the Directors decide under the terms of issue, a preference share may confer a right to a bonus issue or capitalisation of profits in favour of holders of those shares only.

4. VOTING RIGHTS

• (a) A preference share does not entitle its holder to vote at any general meeting of the Company except on the questions, proposals or resolutions or during periods of time or in circumstances identified by the Directors in the terms of issue, which, unless the Directors decide otherwise under the terms of issue, are as follows:

• (i) a proposal:

  • (A) to reduce the share capital of the Company;

  • (B) that affects rights attached to the share;

  • (C) to wind up the Company; or (D) for the disposal of the whole of the property, business and undertaking of the Company;

• (ii) a resolution to approve the terms of a buy-back agreement;

• (iii) during a period in which a Dividend or part of a Dividend on the share is in arrears;

• (iv) during the winding up of the Company.

• (b) Each holder of a preference share who has a right to vote on a resolution is entitled to the number of votes specified in article 10.16 of the Constitution.

5. MEETING

Each preference share confers on its holder the same rights as those conferred by the Constitution upon the holders of ordinary shares in relation to receiving notices (including notices of general meetings), reports, balance sheets and audited accounts and of attending and being heard at all general meetings of the Company.

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6. FOREIGN CURRENCY

Where any amount is payable by the Company to the holder of a preference share in a currency other than Australian dollars, and the amount is not paid when due or the Company has commenced winding up, the holder may give notice to the Company requiring payment of an amount in Australian dollars equal to the foreign currency amount calculated by applying the reference rate on the date of payment for the sale of the currency in which the payment is to be made for Australian dollars. Reference rate means the rate applicable in the market and at the time determined by the Directors before allotment of those preference shares and specified in the terms of issue for those preference shares.

7. CONVERSION TO ORDINARY SHARES

Subject to the Corporations Act, any other applicable laws and the terms of issue of a preference share as determined by the Directors:

• (a) a preference share which may be converted into an ordinary share in accordance with its terms of issue, at the time of conversion and without any further act:

• (i) has the same rights as a fully paid ordinary share; and

• (ii) ranks equally with other fully paid ordinary shares on issue,

• however, the terms of issue of the preference share may provide otherwise including for the issue of additional ordinary shares on conversion as determined by the Directors; and

• (b) the conversion does not constitute a cancellation, redemption or termination of the preference share or the issue, allotment or creation of new shares, but has the effect of varying the status of, and the rights attaching to, the preference share so that it becomes an ordinary share.

8. AMENDMENT TO THE TERMS

Subject to complying with all applicable laws, the Company may, without the consent of preference shareholders, amend or add to the terms of the preference shares if, in the opinion of the Company, the amendment or addition is:

• (a) of a formal, minor or technical nature;

• (b) to correct a manifest error;

• (c) made to comply with any applicable law, Listing Rule or requirement of ASX;

• (d) convenient for the purpose of obtaining or maintaining the listing of the Company or quotation of the preference shares; or

• (e) is not likely to be or become materially prejudicial to the preference shareholders.

9. VARIATION OF RIGHTS

Subject to article 8 and the terms of issue of a preference share as determined by the Directors, the rights attaching to a preference share may only be varied or cancelled by a special resolution of the Company and:

• (a) by a special resolution passed at a meeting of preference shareholders entitled to vote and holding shares in that class; or

• (b) with the written consent of holders of at least 75% of the issued shares of that class.

10. FURTHER ISSUE OF SHARES

If the Company issues new preference shares that rank equally with existing preference shares, the issue will not be taken to vary the rights attached to the existing preference shares unless otherwise determined by the Directors in the terms of issue of the existing shares.

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Lodge your vote:

 Online: www.investorvote.com.au  By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

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

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

XX

Vote online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 188467 SRN/HIN: I

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10:00am (Perth, Western Australian time) Tuesday, 12 April 2016

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI that you own at 4 March 2016 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.



GO ONLINE TO VOTE or turn over to complete the form

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

CDI Voting Instruction Form

Please mark to indicate your directions

CHESS Depositary Nominees Pty Ltd will vote as directed

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Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Coventry Resources Inc. hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Annual General and Special Meeting of Coventry Resources Inc. to be held at the BDO Building (Hay Room) 38 Station Street, Subiaco, Western Australia on Friday, 15 April 2016 at 10:00 am (Perth, Western Australian time) and at any adjournment or postponement of that meeting.

By execution of this CDI Voting Instruction Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

 PLEASE NOTE: If you mark the Withhold box for an item, you are directing CHESS Depository Nominees Pty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

ORDINARY BUSINESS

For Against

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1. Number of Directors

To fix the number of Directors for the ensuing year at five (5)

2. Election of Directors For Withhold 01. Michael Haynes 02. Ian Cunningham 03. Mark Bojanjac 04. Michael Fowler 05. Robert Boaz

For Withhold

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For Withhold

3. Appointment of Auditors

Appointment of BDO Canada LLP, Chartered Accountants as Auditors of the Company for the ensuing year and authorising the Directors to affix their remuneration

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For Against

SPECIAL BUSINESS

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4. Australian Continuance

To approve the continuance of the Company under the Corporation Act 2001 (Australia) substantially upon the terms described in the Information Circular

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5. Ratification of Prior Issue Under Listing Rule 7.1

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,305,074 Shares on the terms and conditions set out and more particularly described in the Information Circular

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6. Ratification of Prior Issue Under Listing Rule 7.1A

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 22,732,429 Shares on the terms and conditions set out and more particularly described in the Information Circular

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7. Approval Under Listing Rule 7.1A

To pass a special resolution that, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A(2) and on the terms and conditions set out in the Information Circular

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8. Approval Under Listing Rule 7.1 Proposed Capital Raising

To approve the issue of up to 50,000,000 common shares in respect of a proposed capital raising, for the purposes of ASX Listing Rule 7.1, as more particularly described in the Information Circular

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

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

2 1 1 1 8 8 A