POLARX LIMITED — Proxy Solicitation & Information Statement 2017

Aug 14, 2017

ACN 161 615 783

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME:	10.00am (WST)
DATE:	15 September 2017
PLACE:	Stantons International (Boardroom)Level 2, 1 Walker AvenueWest Perth, Western Australia 6005

This Notice of General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss the matters in this Notice of General Meeting please do not hesitate to contact the Company Secretary on +61 8 9226 1356**.**

CONTENTS

Business of the Meeting (setting out the proposed Resolution) 2 Explanatory Statement (explaining the proposed Resolution) 3 Glossary 4 Proxy Form 5 IMPORTANT INFORMATION

Time and place of Meeting

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Friday, 15 September 2017 at:

Stantons International (Boardroom) Level 2, 1 Walker Avenue West Perth, Western Australia 6005

Your vote is important

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

Voting eligibility

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

The Company's Directors have determined that all Shares of the Company that are on issue at 4.00pm (WST) on Wednesday, 13 September 2017 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Voting in person

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

Voting by proxy

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

• In person at: Coventry Resources Limited Suite 9, 5 Centro Avenue Subiaco, Western Australia 6008
• By post to: Coventry Resources Limited PO Box 457 West Perth, Western Australia 6872
• By facsimile to +61 8 9226 2027
• By scan and email to info@coventryres.com

Please note that the Proxy Form must be received by the Company not later than 10.00am (WST) on Wednesday, 13 September 2017. Proxy Forms received later than this time will be invalid.

BUSINESS OF THE MEETING

The business to be considered at the Meeting is set out below.

1. RESOLUTION 1 – CHANGE OF COMPANY NAME TO POLARX LIMITED

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

"That for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, the name of the Company be changed from 'Coventry Resources Limited' to 'PolarX Limited', with effect from the day on which the Australian Securities and Investments Commission alters the details of the Company's registration."

Dated: 11 August 2017

By order of the Board

IAN CUNNINGHAM COMPANY SECRETRAY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution.

1. RESOLUTION 1 – CHANGE OF NAME

1.1 Background

The Directors unanimously recommend that Shareholders vote in favour of the Resolution

Subsequent to receiving shareholder approval on 30 June 2017 for the proposed change of name from 'Coventry Resources Limited' to 'Polaris Minerals Limited', the Company decided not to proceed with the change of name so as to avoid potential confusion with other industry participants.

The Board considers that it remains in the best interests of shareholders to rename the Company following the recent acquisition of Vista Minerals Pty Ltd, which has delivered the Company a significantly larger resource project area in Alaska USA and a new management structure.

Accordingly, pursuant to the Resolution the Company now seeks approval to change its company name from 'Coventry Resources Limited' to 'PolarX Limited'.

Pursuant to section 157(1)(a) of the Corporations Act, the Company may change its name by special resolution, which requires the approval of 75% of the Shareholders attending and entitled to vote at the Meeting.

Subject to receipt of the requisite Shareholder approval, the name change will take effect from the day on which ASIC alters the details of the Company's registration.

This change will not, in itself, affect the legal status of the Company or any of its assets or liabilities.

Subject to the change of name being implemented, the new ASX code for the Company will be PXX.

1.2 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the Resolution

2. ENQUIRIES

Shareholders may contact the Company Secretary on (+61) 8 9226 1356 if they have any queries in respect of the matters set out in these documents

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

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

Board means board of Directors.

Chair means chair of the General Meeting.

Company means Coventry Resources Limited ACN 161 615 783.

Constitution means constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means director of the Company.

Explanatory Statement means the explanatory statement that accompanies this Notice of General Meeting.

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

Notice of General Meeting or Notice of Meeting means this notice of General Meeting.

Proxy Form means the proxy form enclosed with this Notice of General Meeting.

Resolution means the resolution proposed under this Notice of Meeting.

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

Shareholder means the holder of a Share in the Company.

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

PROXY FORM

COVENTRY RESOURCES LIMITED ACN 161 615 783

GENERAL MEETING

I/We
of:
	being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
OR:	the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00am, on Friday, 15 September 2017 at Stantons International (Boardroom), Level 2, 1 Walker Avenue, West Perth WA 6005, and at any adjournment thereof.

CHAIR'S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

This proxy is solicited by and on behalf of management. The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Approval of Change of Name to PolarX Limited

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:					%
Signature of Shareholder(s):
Individual or Shareholder 1		Shareholder 2		Shareholder 3
Sole Director/Company Secretary		Director		Director/Company Secretary
Date:
Contact name:		Contact ph (daytime):
Consent for contact by e-mailE-mail address:in relation to this Proxy Form:YES		NO

1. YOUR NAME AND ADDRESS

Please print your name and address as it appears on your holding statement and the Company's share register. If Shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2. APPOINTMENT OF A PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company.

3. VOTES ON RESOLUTION

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the Resolution. All your Shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution your vote on the Resolution will be invalid.

If you direct your proxy how to vote validly in accordance with these instructions and your proxy fails to either attend the Meeting or vote on the directed Resolution, the Chairman of the Meeting is taken to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting and must vote in accordance with your proxy.

4. VOTING ENTITLEMENTS

In accordance with the Corporations Act, the Company has determined that the Shareholding of each person for the purpose of determining entitlements to attend and vote at the Meeting will be the entitlement of that person set out in the Company's share register as at 4.00pm (WST) on Wednesday, 13 September 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

5. VOTING IN PERSON

A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the attached proxy form to the Meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the Meeting to facilitate this registration process.

A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the Meeting in accordance with Section 250D of the Corporations Act. The appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the Certificate is enclosed with this Notice of Meeting

6. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company Secretary on +61 8 9226 1356 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

7. SIGNING INSTRUCTIONS

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

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

8. LODGING YOUR PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the Meeting being no later than 10.00am (WST) on Wednesday, 13 September 2017. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

In Person	By Mail	By Facsimile	By Scan and Email
CoventryResourcesLimited, Suite 9, 5 CentroAvenue,Subiaco,Western Australia 6008	Coventry ResourcesLimited, PO Box 457,West Perth, WesternAustralia 6872	+61 8 9226 2027	info@coventryres.com

CERTIFICATE OF APPOINTMENT OF CORPORATE REPRESENTATIVE

Shareholder Details This is to certify that by a resolution of the directors of: ………………………………………………………………………….…….….……….. (Company), Insert name of Shareholder Company the Company has appointed: ……………………..……………………………………………………………………….……….…, Insert name of corporate representative in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that Company at the general meeting of the members of Coventry Resources Limited to be held on Friday, 15 September 2017 commencing at 10.00am (WST) and at any adjournments of that general meeting. DATED ………………………………………………………. 2017 Please sign here Executed by the Company in accordance with its constituent documents ) ) ) .....................................................….………….… Signed by authorised representative ........................................................…………...… Name of authorised representative (print) .....................................................…………….…. Position of authorised representative (print) .......................................................….……………… Signed by authorised representative .......................................................….………………… Name of authorised representative (print) .......................................................….……………….. Position of authorised representative (print)

Instructions for Completion

• Insert name of appointing Shareholder Company and the name or position of the appointee corporate representative (eg "John Smith" or "each director of the Company").

• Execute the Certificate following the procedure required by your Constitution or other constituent documents.

• Print the name and position (eg director) of each authorised company officer who signs this Certificate on behalf of the Company.

• Insert the date of execution where indicated.

• Prior to the Meeting, send or deliver the Certificate to the registered office of Coventry Resources Limited at Suite 9, 5 Centro Avenue, Subiaco, Western Australia 6008 or fax the Certificate to the registered office at +61 8 9226 2027.