POLARX LIMITED — Proxy Solicitation & Information Statement 2015

Aug 5, 2015

COVENTRY RESOURCES INC.

NOTICE OF SPECIAL MEETING

TAKE NOTICE THAT a Special Meeting of the Shareholders of COVENTRY RESOURCES INC. (the “Company”) will be held on September 10, 2015 at BDO Building (Hay Room), 38 Station Street, Subiaco, Western Australia at 10:00 a.m. (Perth, WA Time ) with business to be conducted as follows:

1. 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 8,128,032 Shares on the terms and conditions set out and more particularly described in the accompanying Information Circular;

2. 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 20,201,932 Shares on the terms and conditions set out and more particularly described in the accompanying Information Circular; and

3. To transact any other business as may properly come before the Meeting or any adjournment thereof.

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 record date for the determination of those shareholders entitled to receive notice of and vote at the Meeting is the close of business July 27, 2015.

Accompanying this Notice is an Information Circular dated July 27, 2015. 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 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.

DATED at Vancouver, British Columbia, July 27, 2015.

BY ORDER OF THE BOARD

"Michael Haynes"

Michael Haynes President, Chief Executive Officer and 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 July 27, 2015 unless indicated otherwise)

For the Special Meeting to be held on Thursday, September 10, 2015

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 Special Meeting (the "Meeting"), of the Shareholders of the Company, to be held on Thursday, the 10th day of September, 2015, 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 registered 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.

Notice-and-Access

Notice-and-Access means provisions concerning the delivery of proxy-related materials to Shareholders found in section 9.1.1. of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), in the case of registered Shareholders, and section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), in the case of beneficial Shareholders (“ Notice-and-Access Provisions ”), which allow an issuer to deliver an information circular forming part of proxy-related materials to Shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

Notice-and-Access Provisions allow reporting issuers, other than investment funds, to choose to deliver proxyrelated materials to registered holders and beneficial owners of securities by posting such materials on a nonSEDAR website (usually the reporting issuer’s website and sometimes the transfer agent’s website) rather than by delivering such materials by mail. Notice-and-Access Provisions can be used to deliver materials for both general and special meetings. Reporting issuers may still choose to continue to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of the information circular at the reporting issuer’s expense.

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Use of Notice-and-Access Provisions reduces paper waste and printing and mailing costs incurred by the issuer. In order for the Company to utilize Notice-and-Access Provisions the Company must send a notice to Shareholders, including Non-Registered Holders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them or obtain from the Company, a paper copy of those materials. This Information Circular has been posted in full on the Company’s website at http://www.coventryres.com and under the Company’s SEDAR profile at www.sedar.com.

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the materials to be posted on the applicable website and other materials to be delivered to Shareholders. The requirements of that notice, which requires the Company to provide basic information about the Meeting and the matters to be voted on, explain how a Shareholder can obtain a paper copy of the Information Circular and any related financial statements and related management discussion and analysis, and explain the Notice-and-Access Provisions process, have been built into the Notice of Meeting. The Notice of Meeting has been delivered to Shareholders by the Company, along with the applicable voting document (a form of Proxy in the case of registered Shareholders or a Voting Instruction Form in the case of Non-Registered Holders).

As the Company is a reporting issuer that is using the Notice-and-Access Provisions, it was required to file a notification at least 25 days prior to the Record Date indicating its intent to use the Notice-and Access Provisions, which notification was filed within the prescribed time limitation.

The Company will not rely upon the use of ‘stratification’. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of the information circular with the notice to be provided to Shareholders as described above. In relation to the Meeting, all Shareholders will have received the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Meeting. No Shareholder will receive a paper copy of the information circular from the Company or any intermediary unless such Shareholder specifically requests same.

Any Shareholder who wishes to receive a paper copy of this Information Circular must make contact with either (a) 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. In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Information Circular and return a proxy or voting instruction form prior to the deadline for receipt of Proxies at 10 a.m. on September 8, 2015 (the “Proxy Deadline”), it is strongly suggested that a Shareholder ensure their request is received by (a) Computershare no later than August 25, 2015; or (b) the Company no later than August 18, 2015.

All Shareholders may call Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and enter their control number as indicated on their Proxy or Voting Instruction Form in order to obtain additional information relating to the Notice-and-Access Provisions or to obtain a paper copy of the Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

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 September 7, 2015 and if the Meeting is adjourned, not later than 72 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

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will not be registered in the Shareholder's name on the records of the Company. Such Common 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. See “ Notice-and-Access ” above.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company's authorized capital consists of an unlimited number of Common Shares without par value of which 231,273,112 Common Shares were issued and outstanding as of the close of business on July 27, 2015 (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 July 27, 2015 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 other than as set forth below:

Name	Number of Common Shares	Percentage of Common Shares Outstanding
Michael Haynes	23,503,930	10.16%(1)

(1) 22,325,581 Common Shares and 1,048,930 CDIs are held by Bullseye Geoservices Pty Ltd. as trustee for the Haynes Family Trust and 129,419 CDIs are held by the M & M Haynes Super Fund. Mr. Haynes also holds an aggregate of 978,250 stock options.

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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.

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 elsewhere herein and, under the heading "Particulars Of Other Matters To Be Acted Upon – Acquisition of Aldevco Pty Ltd.", in the Company’s Information Circular dated January 21, 2015 for its annual general and special meeting held on February 20, 2015, 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.

PARTICULARS OF MATTERS TO BE ACTED UPON

RATIFICATION OF PRIOR ISSUES 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 ratify the issue of 8,128,032 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

The Company has recently undertaken the following placements:

• (a) on 28 May 2015, the Company completed a raise of A$800,000 through the issue of 57,142,852 common shares to be held in the form of CHESS Depositary Interests (“Shares”) at an issue price of A$0.014 per Share ( May Placement ); and

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• (b) on 18 June 2015, the Company raised A$355,108 through the issue of 22,194,250 Shares at an issue price of A$0.016 per Share ( June Placement );

(collectively the Financing ).

The Financing Shares were issued on the following basis:

• (a) 8,128,032 Shares issued pursuant to ASX Listing Rule 7.1, comprising 6,135,714 Shares under the May Placement and 1,992,318 Shares under the June Placement;

• (b) 20,201,932 Shares issued pursuant to ASX Listing Rule 7.1A under the June Placement; and

• (c) 51,007,138 Shares issued under the May pursuant to an existing placement authority.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of all of the Placement Shares issued pursuant to ASX Listing Rule 7.1 ( 7.1 Ratification ).

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

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting 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 Financing 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.

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) 8,128,032 Shares were issued pursuant to ASX Listing Rule 7.1

• (b) the issue prices were as follows:

• (A) 6,135,714 Shares were issued at A$0.014 per Share; and

• (B) 1,992,318 Shares issued at A$0.016 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, all of whom are not related parties of the Company; and

• (e) the use (or intended use) of the proceeds of the Financing are as follows:

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

• to pay the costs of the Financing; and

• for general working capital purposes.

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RATIFICATION OF PRIOR ISSUES 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 ratify the issue of 20,201,932 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

As noted above, 20,201,932 June Placement Shares were issued 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 June 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 June 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.

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) 20,201,932 Shares were issued pursuant to ASX Listing Rule 7.1A;

• (b) the issue price was A$0.016 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, all of whom are not related parties of the Company; and

• (e) the use (or intended use) of net proceeds of the Placement are detailed above in relation to the 7.1 Ratification.

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.

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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 27th day of July, 2015.

"Michael Haynes"

Michael Haynes President, Chief Executive Officer and Director