POLARX LIMITED - Proxy Solicitation & Information Statement 2017

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LETTER TO SHAREHOLDERS

1 June 2017

Dear Shareholder

General Meeting

As announced on 24 May 2017, Coventry Resources Limited ( Coventry ) is seeking to significantly expand its highly prospective footprint in Alaska by acquiring 100% of the issued capital of Vista Minerals Pty Ltd ( Vista Acquisition ), which holds a 100% interest in the Stellar Copper Gold project ( Stellar Project ).

Subsequent to that announcement, on behalf of the Board of Coventry I now to invite you to attend a general meeting of shareholders ( Meeting ) to be held at 10am (WST) on 30 June 2017. At the Meeting, Coventry will be seeking the requisite shareholder approvals for the proposed Vista Acquisition and other related corporate actions. In particular, the Company will be seeking your approval for the following:

the issue of up to 459,913,365 (pre-consolidation) consideration shares pursuant to the Vista Acquisition;
the issue of up to 500,000,000 (pre-consolidation) new shares to provide the requisite funding for the merged entity, including for exploration and development activities on the Caribou Dome Copper Project and the Stellar Project;
the consolidation of Coventry’s issued share capital through the conversion of every five (5) Shares into one (1) Share; and
to change the company name from “Coventry Resources Limited” to “Polaris Minerals Limited”.

Further details on the proposed resolutions are set out in the enclosed Notice of Meeting and Explanatory Statement ( Notice ).

The Board recommends that Shareholders vote FOR all resolutions.

The Chairman of the Meeting intends to vote in favour of all resolutions in the Notice. If you are unable to attend the Meeting, I encourage you to appoint a proxy, by following the instructions in the Notice.

We look forward to your support at the Meeting.

Yours faithfully

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Mark Bojanjac Chairman

Coventry Resources Limited (ACN 161 615 783) Suite 9, 5 Centro Avenue, Subiaco Western Australia 6008 PO Box 457, West Perth Western Australia 6872

t: +61 8 9226 1356 f: +61 8 9226 2027 e: [email protected]

www.coventryres.com

ACN 161 615 783

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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME: 10.00am (WST) DATE: 30 June 2017 PLACE: Stantons International (Boardroom) Level 2, 1 Walker Avenue West 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 PAGE
NOTICE OF GENERAL MEETING (SETTING OUT THE PROPOSED RESOLUTIONS)	3
EXPLANATORY STATEMENT (EXPLAINING THE PROPOSED RESOLUTIONS)	6
GLOSSARY	15
SCHEDULES 1-3	17
PROXY FORM	30
CORPORATE REPRESENTATIVE APPOINTMENT FORM	33

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 30 June 2017 at:

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

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

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

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 [email protected]

Please note that the Proxy Form must be received by the Company not later than 10.00am (WST) on Wednesday 28 June 2017 .

Proxy Forms received later than this time will be invalid.

ENTITLEMENT TO ATTEND AND VOTE

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 28 June 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.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of the Shareholders of Coventry Resources Limited ACN 161 615 783 ( Coventry or the Company ) will be held at Stantons International (Boardroom), Level 2, 1 Walker Avenue, West Perth, Western Australia on Friday, 30 June 2017 commencing at 10.00am (WST) to consider, and if thought fit, to pass the Resolutions set out below.

Terms used in this Notice of General Meeting and accompanying Explanatory Statement are defined in the glossary to this document.

The Explanatory Statement which accompanies and forms part of this Notice of General Meeting describes the matters to be considered at the General Meeting.

SPECIAL BUSINESS

1. RESOLUTION 1 – APPROVAL OF SECURITIES ISSUE FOR VISTA ACQUISITION

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

“That subject to Resolution 2 being passed and for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 459,913,365 Shares by the Company to the Vendors (expressed on a pre-consolidation basis) as consideration for the acquisition of all the shares in Vista pursuant to the Vista Acquisition and on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on Resolution 1 by any person who may participate in the Vista Acquisition and any person associated with those persons. However, the Company will not disregard any votes cast on Resolution 1 by such person if:

(a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person is the Chair of the Meeting acting 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.

2. RESOLUTION 2 – APPROVAL OF SECURITIES ISSUE

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

“That subject to Resolution 1 being passed and for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 500,000,000 Shares (expressed on a pre-consolidation basis) to the parties and on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue and any 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 person associated with those persons. However, the Company will not disregard any votes cast on Resolution 2 by such person if:

(a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person is the Chair of the Meeting acting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – SHARE CONSOLIDATION

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

“That subject to Resolutions 1 and 2 being passed and completion occurring under the Vista Acquisition, and for the purposes of section 254H(1) of the Corporations Act and for all other purposes, the Shares be consolidated on the basis of 1 share for every 5 shares held, with any resulting fractions of a Share rounded up to the next whole number of Shares with a corresponding consolidation of all other securities on issue, and otherwise on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – CHANGE OF NAME TO POLARIS MINERALS LIMITED

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

“That subject to Resolutions 1 and 2 being passed and 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 ‘Polaris Minerals Limited, with effect with effect from the day on which the Australian Securities and Investments Commission alters the details of the Company’s registration.”

EXPLANATORY STATEMENT

The Explanatory Statement accompanying this Notice of Meeting is incorporated in and comprises part of this Notice of Meeting.

Shareholders are specifically referred to the glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of Meeting and the Explanatory Statement.

PROXIES

Please note that:

(a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An appointment of corporate representative form is enclosed if required.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Ian Cunningham on (+61) 8 9226 1356 if they have any queries in respect of the matters set out in this document.

BY ORDER OF THE BOARD OF DIRECTORS

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Ian Cunningham

Company Secretary

Coventry Resources Limited

1 June 2017

The Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting preceding this Explanatory Statement. Capitalised terms in this Explanatory Statement are defined in the body of the Explanatory Statement or the glossary to this document.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice of General Meeting, please contact the Company Secretary or professional advisers.

1.1 Disclosure to ASX

Coventry is a company whose ordinary securities are quoted on ASX and as such is subject to regular reporting and disclosure obligations. Copies of all documents lodged in relation to Coventry may be obtained from www.asx.com.au.

1.2 Forward looking statements

This document contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Notice of Meeting, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. Those risks and uncertainties include factors and risks specific to the Company such as (without limitation) the status of its mineral claims and licences and the risks associated with the forfeiture or expiry of those claims and licences, liquidity risk, risks associated with the exploration or developmental stage of projects, native title claims, funding risks, operational risks, changes to Government fiscal, monetary and regulatory policies, the impact of actions of Governments, the potential difficulties in enforcing agreements, protecting assets, any circumstances adversely affecting areas in which the Company operates, fluctuations in the production, volume and price of commodities, any imposition of significant obligations under environmental regulations and fluctuations in exchange prices.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected. Neither the Company any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not the place undue reliance on those statements.

The forward looking statements in this document reflect views held only as at the date of this document.

2. VISTA ACQUISITION

2.1 Overview of Vista Acquisition

Pursuant to an agreement entered into on or about 22 May 2017, ( Share Sale Agreements ) between the Company, Vista Minerals Pty Ltd ( Vista ) and each of the shareholders of Vista, the Company has agreed to acquire 100% of the issued and outstanding ordinary shares ( Vista Shares ) of Vista in consideration for the issuance of Shares ( Consideration Shares ) of the Company ( Vista Acquisition ).

Vista is a privately held Australian Corporation and ,through its wholly owned subsidiary Vista Minerals (Alaska) Inc. ( Vista Alaska ), holds the right to acquire a 100% interest in the Stellar Copper Gold Project ( Stellar Project ) located in the State of Alaska, USA pursuant to an agreement dated 22 May 2017 ( Millrock Agreement ) with Millrock Resources Inc. ( Millrock Resources ) and Millrock Alaska LLC. ( Millrock Alaska ).

The Stellar Project comprises 111 contiguous State Mining Claims in the Talkeetna District of Alaska and is located immediate adjacent to the Company’s existing Caribou Dome Copper Project ( Caribou Dome ). The claims cover a total area of 17,760 acres (7,187 hectares).

The Share Sale Agreement and the Millrock Agreement are interdependent and conditional upon each other, such that if one of these agreements does not complete, the other may be terminated.

For further information regarding the Stellar Project refer to the project summary in Schedule 1 to this Explanatory Statement.

Rationale for the Vista Acquisition

Coventry’s Caribou Dome and, following completion of the Millrock Agreement, Vista’s Stellar Projects will form a contiguous package of claims with approximately 35km combined strike length. Whilst the Stellar and Caribou Dome projects have distinctly different geology, they are currently of similar resource scale and are entirely complementary to each other. For this reason, combining the two will immediately yield a significant advantage in achieving sufficient scale for early production as quickly as possible. There are also significant commercial benefits arising from diversification of commodity, geology and exploration success. The key aspects of the Stellar Project include:

100% owned by Millrock Alaska and to be wholly acquired by Vista Alaska – therefore the Company may acquire 100% control of the project following its acquisition of Vista;
high grade;
porphyry and associated skarn cop per/gold mineralisation;
drilled over only 800m strike;
open at depth;
mineralised from surface;
foreign mineral resource estimate of 1.5Mt at 4.5g/t gold and 2.9% copper for 217,000oz gold and 43,500t of contained copper which is not JORC Code (2012 Edition) or NI43101 compliant (refer further the footnote to Schedule 1);
significant upside along an identified 5km trend coincident with the anomalism from IP surveys;
large undrilled soil anomalies at Jupiter Prospect (refer Schedule 1);
large porphyry/skarn potential at Mars Prospect (refer Schedule 1); and
Tintina-style gold potential at Moonwalk Prospect (refer Schedule 1).

Subject to completion of the Vista Acquisition, Coventry is in advanced discussions to raise $10M by issue of new Shares, which is sufficient to fund the first 2 years of resource drilling and the commencement of feasibility studies on both projects. The focussed aim of this drilling program is to delineate a mineable resource well in excess of the current and historic

resources and to initiate a feasibility study on the combined projects. Institutional investor interest in supporting a consolidated entity has been extremely positive given the high-grade nature of its copper and gold assets, the increased scale, the compelling exploration upside and the experienced management team proposed. Further information on the Proposed Capital Raising is set out in section 4 below.

Share Sale Agreement and the Millrock Agreement

A summary of the Share Sale Agreement and the Millrock Agreement is set out in Schedule 2 to this Explanatory Statement.

Convertible Note Deed

The Company and Vista entered into a convertible note deed ( Note Deed ) dated 29 April 2017 pursuant to which the Vista has agreed to subscribe for a convertible note issued by the Company with a face value of $200,000.

It is anticipated that the convertible note issued under the Note Deed will remain in effect at and following completion under the Share Sale Agreement. Accordingly, Vista and the Company have agreed under the Share Sale Agreement that the ability to convert the note to Shares will terminate following completion and the Note Deed will continue in effect as a debt security.

A summary of the Note Deed is set out in Schedule 2 to this Explanatory Statement.

Timetable

The timetable for implementation of the Vista Acquisition is set out below. It should be noted that the dates below are indicative only and are subject to change.

Meeting date	30 June 2017
Expected date of satisfaction of conditions	4 July 2017
Completion and expected issue of Consideration Shares to Vendors	5 July 2017
Expected date for despatch of holding statements to Vendors	6 July 2017

2.2 Vista Acquisition Resolutions

Information on each of the resolutions associated with the Vista Acquisition is set out below.

3. RESOLUTION 1 – APPROVAL OF SECURITIES ISSUE UNDER VISTA ACQUISITION

3.1 Background

This resolution seeks Shareholder approval for the issue of up to 459,913,365 Consideration Shares pursuant to the Vista Acquisition. For further details on the Vista Acquisition please see Section 2 above.

The issue of Consideration Shares is conditional upon, among other things:

(a) the Company raising $10 million under the Proposed Capital Raising at a minimum issue price of $0.02, on a pre-consolidation basis (unless the parties agree otherwise);
(b) the Millrock Agreement closing and Vista Alaska completing its acquisition of the Stellar Project; and

(c) all other conditions and acts required to effect completion under the Share Sale Agreement other than the issue of Consideration Shares.

Resolution 1 is subject to and conditional upon the passing of Resolution 2, and will only take effect if the Vista Acquisition proceeds.

3.2 Regulatory Requirements

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, 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, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The issue of Shares pursuant to Resolution 1 will exceed the 15% limit and therefore requires the approval of Shareholders.

The Shares proposed to be issued, for which approval is sought under Resolution 1, comprise approximately 95% of the Company’s fully diluted issued capital (based on the number of Shares and Options on issue as at the date of this Notice of Annual General Meeting).

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information:

(a) Maximum number of securities to be issued

The maximum number of Consideration Shares to be issued is 459,913,365, on a pre-consolidation basis.

(b) Date of issue

The Shares will be issued as soon as possible but, in any case, not later than 3 months after the date of Shareholder approval pursuant to this Resolution 1 or such later date as approved by ASX.

(c) Issue price

The Consideration Shares are to be issued in consideration for the acquisition by the Company of all the shares in Vista pursuant to the Vista Acquisition.

(d) The names of the persons to whom the entity will issue the securities or the basis on which those persons will be determined

The Consideration Shares will be issued to the Vendors who will not be related parties of the Company (or associates of such persons) at the time of issue of the Shares, other than by reason of the Vista Acquisition

(e) Terms of the securities

The Shares will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with the existing Shares. The Company will apply to ASX for official quotation of the Shares.

A summary of the terms of the Shares is set out in Schedule 3.

(f) Intended use of the funds raised

No funds will be raised as a result of the issue, as the shares are being issued in consideration for all the issued capital in Vista.

(g) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in the Notice of General Meeting preceding this Explanatory Statement.

3.3 Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of the Resolution 1. In the event that Shareholders do not approve the Resolution the Company will not proceed with the Vista Acquisition.

4. RESOLUTION 2 - APPROVAL OF SECURITIES

4.1 Background

This resolution seeks Shareholder approval for the issue of up to 500,000,000 Shares, on a pre-consolidation basis, at an issue price of not less than 80% of the market price for the Shares over the five trading days on which sales in the Shares are recorded before the day on which the issue is made ( Proposed Capital Raising ).

The purpose of Proposed Capital Raising, which is a condition of the Share Sale Agreements (refer section 2.1 above), is to raise funds for:

(a) exploration and development activities on the Caribou Dome Project;
(b) subject to the passing of the Vista Acquisition resolution, exploration and development activities on the Stellar Project; and
(c) general working capital (including financing costs).

At this stage the Company does not know the size of the capital raising as the quantum will depend on investor interest and market factors prior to the raising being undertaken.

The issue price of the Shares and hence the number of Shares issued under the Proposed Capital Raising, if it proceeds, will depend on the market price of the Shares traded on ASX at the relevant time. However the minimum price for the capital raising will be not less than 80% of the market price for the Shares over the five trading days on which sales in the Shares are recorded before the day on which the issue is made.

If required, the Shares for the Proposed Capital Raising may be issued pursuant to a prospectus issued by the Company in accordance with Chapter 6D of the Corporations Act.

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 (including if it is less than $10 million), the Vista Acquisition will not proceed unless an alternative agreement can be reached with the Vendors.

Resolution 2 is subject to and conditional upon the passing of Resolution 1 and will only take effect if the Vista Acquisition proceeds.

4.2 Regulatory Requirements

The issue of Shares pursuant to Resolution 2 will exceed the 15% limit and therefore requires the approval of Shareholders.

The Shares proposed to be issued, for which approval is sought under Resolution 2, comprise approximately 103% of the Company’s fully diluted issued capital (based on the number of Shares and Options on issue as at the date of this Notice of Annual General Meeting).

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information:

(a) Maximum number of securities to be issued

The Company intends to issue up to 500,000,000 Shares, on a pre-consolidation basis.

Date of issue

The Shares will be issued as soon as possible after the date of Shareholder approval, but, in any case, not later than 3 months after the date of Shareholder approval pursuant to this Resolution 2 or such later date as approved by ASX.

(b) Issue price

The issue price will be not less than 80% of the market price for the Shares over the five trading days on which sales in the Shares are recorded before the day on which the issue is made.

(c) The names of the persons to whom the entity will issue the securities or the basis on which those persons will be determined

The Directors will determine the parties to whom the Shares will be issued and will ensure that these persons will not be related parties of the Company.

(d) Terms of the securities

A summary of the terms of the Shares is set out in Schedule 3.

(e) Intended use of the funds raised

The purpose of the issue is to provide funding for (i) exploration and development activities at the Caribou Dome Project; (ii) exploration and development activities at the Stellar Project; and (iii) general working capital (incl. financing costs).

(f) Voting exclusion statement

A voting exclusion statement for Resolution 2 is included in the Notice of General Meeting preceding this Explanatory Statement.

4.3 Board Recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of the Resolution 2. In the event that Shareholders do not approve the Resolution the Company will not proceed with the Vista Acquisition.

5. RESOLUTION 3 – SHARE CONSOLIDATION

5.1 Background

Resolution 3 seeks Shareholder approval for the Company to consolidate its issued Share capital through the conversion of every five (5) Shares into one (1) Share ( Share Consolidation ).

Resolution 3 is subject to and conditional upon the passing of Resolutions 1 and 2 and will only take effect if the Vista Acquisition proceeds.

5.2 Regulatory requirements

Pursuant to section 254H(1) of the Corporations Act, the Company may convert all or any of its Shares into a larger or smaller number of Shares by ordinary resolution passed at a general meeting. The result of the Share Consolidation is that each member’s security holding will be reduced to 1/5[th] of its current level whilst each shareholder will retain the exact same % holding as before.

In compliance with the information requirements of Listing Rule 7.20, Shareholders are advised of the information:

(a) Effect of the Share Consolidation

If this Resolution is approved, every 5 Shares on issue will be consolidated into one (1) Share (subject to rounding). Overall, this will result in the number of Shares on issue reducing from 1,419,826,730 (on the assumption that the Share issues referred to in Resolutions 1 and 2 occur to the maximum extent permitted) to approximately 283,965,346 (subject to rounding).

As the Share Consolidation applies equally to all Shareholders, individual shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Share Consolidation will have no effect on the percentage interest in the Company of each Shareholder.

The Share Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders.

(b) Fractional entitlements

Where the Share Consolidation results in an entitlement to a fraction of a Share, that fraction will be rounded up to the next whole number of Shares. Each member’s proportional interest in the Company’s issued capital will, however, remain unchanged as a result of the Share Consolidation (other than minor variations resulting from rounding).

(c) Proposed treatment of convertible securities
If the Share Consolidation is approved, in accordance with Listing Rule 7.22.1, all Options issued by the Company will be consolidated in the same ratio as the Shares, and their exercise price will be amended in inverse proportion to that ratio.

5.3 Purpose of proposed resolution

The Directors propose the Share Consolidation as the Share Consolidation will result in a more appropriate and effective capital structure for the Company and a share price more appealing to a wider range of investors, particularly institutional, globally.

The Company currently has 459,913,365 Shares on issue. Post completion under the Vista Acquisition, and if not for the 1:5 Share Consolidation, the Company would have up to 1,419,826,730 Shares on issue, which for a company of its size, is a very large number and subjects Shareholders to several disadvantages, including:

(a) poor market perception as investors equate the low share price with the perception of a troubled or poorly performing company;
(b) vulnerability to speculative day-trading and short selling, which generates Share price volatility; and
(c) discouraging quality, long term institutional investors, equity funds and lending institutions seeking stability and long term growth.

The Board believes these factors can be minimised by the Share Consolidation .

5.4 Effect of the Consolidation

The effect which the Consolidation will have on the Company’s capital structure, assuming completion of the Vista Acquisition and the Proposed Capital Raising, is set out in the table below:

Capital Structure	Shares	Unlisted Options
Existing	459,913,365	25,861,850
Issue of Shares pursuant to Resolution 1 (Vista Acquisition)	459,913,365	-
Issue of Shares pursuant to Resolution 2 (Proposed Capital Raising)*	500,000,000	-
Total Pre-Consolidation Securities	1,419,826,730	25,861,850

Post 1:5 Consolidation (Resolution 3)	283,965,346	5,172,370

*Notes: The Shares to be issued under Resolution 2 will be issued at price which is not less than 80% of the market price for the Shares over the five trading days on which sales in the Shares are recorded before the day on which the issue is made. For the purpose of this table, an assumption has been made that the Shares issued under the Proposed Capital Raising, the subject of Resolution 2, are issued at a share price of $0.02 per share (on a pre-consolidation basis). The number of Shares issued may therefore be materially different to that number shown in this table.

5.5 Holding statements

Taking effect from the date of the Share Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post Share Consolidation basis. New holding statements will be issued to security holders, who are encouraged to check their holdings after the Share Consolidation.

5.6 Taxation

The Share Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Share Consolidation will be the sum of the cost bases of the original Shares pre-Share Consolidation. The acquisition date of Shares held after the Share Consolidation will be the same as the date on which the original Shares were acquired.

This Explanatory Statement does not however consider the tax implications in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders about the tax consequences of the proposed Share Consolidation.

5.7 Indicative timetable

If approved by Shareholders and subject to completion of the Vista Acquisition, the proposed Share Consolidation will take effect after completion of the Vista Acquisition and in accordance with the ASX Listing Rules.

5.8 Board recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

6. RESOLUTION 4 – CHANGE OF COMPANY NAME

6.1 Background

Resolution 4 seeks approval for the Company to change its company name from ‘Coventry Resources Limited’ to ‘Polaris Minerals Limited’.

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

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

Resolution 4 is subject to and conditional upon the passing of Resolutions 1 and 2 and will only take effect if the Vista Acquisition proceeds, though the Vista Acquisition is not conditional on Shareholders approving this resolution.

6.2 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

7. GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

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.

Caribou Dome means the Caribou Dome Copper Project, located in the State of Alaska, USA.

Chair means chair of the General Meeting.

Company means Coventry Resources Limited ACN 161 615 783.

Consideration Shares means the Shares to be issued pursuant to the Vista Acquisition to the Vendors.

Constitution means constitution of the Company.

Convertible Note Deed means the deed dated 29 April 2017 between the Company and Vista for the issue of convertible notes with a face value of $200,000, a summary of which is set out in Schedule 2.

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.

JORC Code means the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (2012 edition) published by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

Listing Rules or ASX Listing Rules means the official listing rules of the ASX.

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

Millrock Agreement means the agreement dated 22 May 2017 between, amongst other parties, Vista and Millrock for the acquisition of the Stellar Project, a summary of which is set out in Schedule 2.

Millrock Alaska means Millrock Alaska LLC

Millrock Resources means Millrock Resources Inc.

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

Option means an option to acquire a Share.

Proposed Capital Raising means the proposed capital raising of $10m by the Company as discussed in section 4.1.

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

Resolution means a resolution proposed under this Notice of Meeting.

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

Share Consolidation means the proposed consolidation of Shares on the basis of one new Share for every 5 Shares.

Share Sale Agreement means the agreement dated on or about 22 May 2017 between the Company, Vista and each of the Vendors whereby the Company has agreed to purchase all of the Vista Shares, a summary of which is set out in Schedule 2.

Shareholder means the holder of a Share in the Company.

Stellar Project means the Stellar Copper and Gold Project, located in the State of Alaska, USA.

Vendors means the registered holders of Vista Shares immediately prior to completion under the Share Sale Agreement.

Vista means Vista Minerals Pty Limited ACN 607 056 039.

Vista Acquisition means the acquisition of 100% of the issued capital of Vista under the Share Sale Agreement.

Vista Alaska means Vista Minerals (Alaska) Inc.

Vista Shares means a fully paid ordinary share in Vista.

WST means Australian Western Standard Time.

SCHEDULE 1 STELLAR PROJECT SUMMARY

This summary of the Stellar Project is largely sourced from a Canadian National Instrument 43-101 Report authored by Dr. Karsten Eden (a certified Professional Geologist licensed in the State of Alaska) for Millrock Resources Inc. in January 2013, supplemented by Dr. Frazer Tabeart, a geologist with extensive experience of magmatic-hydrothermal mineralisation, and who is a director of Vista and a Member of the Australian Institute of Geoscientists[1] .

Project Description and Location

The Stellar Project occurs on the southern flank of the Central Alaska Range and is contiguous with the north-eastern end of Coventry Resources’ Caribou Dome Project. The Stellar Project occurs in a complex geological setting where multiple periods of intrusive activity have led to the development of widespread magmatic-hydrothermal mineralisation containing varying amounts of copper and gold.

The Stellar Project contains five main prospects: the Zackly Cu-Au skarn; the Jupiter, Mars and Gemini porphyry Cu-Au-Mo targets, and the Au-only Moonwalk Prospect. Zackly is the only prospect to have been tested by drilling, undertaken between 1981 and 1994. This drilling identified a mineralised skarn with average grades of 2.9% Cu and 4.51g/t Au along a strike-length of ~800m. Potential exists to significantly increase the strike length of the mineralisation through further drilling which could lead to the classification of a JORC resource.

The Stellar Project comprises 111 contiguous State Mining Claims in the Talkeetna District of Alaska (Figure 1). The claims cover a total area of 17,760 acres (7,187 hectares) and are registered to Millrock Alaska LLC a wholly owned subsidiary of Millrock Resources Inc. (“Millrock”).

Refer section 2.1 above for a summary of the Stellar Project acquisition terms.

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Figure 1 Current Stellar Project claim blocks showing original 2012 claim outlines (depicted on Figures 2 and 3)

Access, Climate, Topography, Infrastructure

The Stellar Project is located about 300 km north-northeast of Anchorage and is accessed via the Denali Highway which runs 15 km to the south of the project (Figure 2). The Denali Highway is open and maintained by the State of Alaska between May and October. The terrain is mountainous and elevations range between 960m (3150ft) up to 2,165m (7,100ft) in the northern part of the project. An access road to the Stellar Project leaves the Denali Highway approximately 1.5 km west of the Maclaren Lodge and runs a further 12km to the Stellar/Zackly camp area. This track is accessible to 4WD vehicles, but will require upgrading for drill rig access.

Summer temperatures typically range from 10[0] C to 19[0] C and winter temperatures range from -24[0] C to -4[0] C, with extremes of -40[0] C to +35[0] C. Average annual precipitation is 530mm, which includes 3,000mm (3m) of snow.

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Figure 2 Location of Vista Minerals' Stellar Project

Geological Setting

The Stellar Project straddles two distinct Terranes; the Maclaren Terrane and the Wrangellia Terrane, which are separated by the Broxson Gulch Thrust Fault (Figure 3). The Maclaren Terrane consists of a pre-Late Jurassic metamorphic belt intruded by a Late Cretaceous to Tertiary deformed granitic batholith. The Wrangellia Terrane contains two sub-terranes (Slana River and Tangle) which are composed of (1) late Palaeozoic andesitic to dacitic flows and tuffs, limestone, chert and argillite; (2) Triassic basalt flows and pillow basalt intruded by gabbro and dolerite dykes (the Nikolai Greenstone); and (3) Late Triassic limestone. Dioritic plutons intrude the Tangle subterrane.

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Figure 3 Regional geological setting of the Stellar Project

Exploration History

Prior to 2010 (when Millrock Alaska acquired the project), the bulk of exploration activities were restricted to the Zackly Cu-Au skarn system towards the southern end of the Stellar Project (refer to table below for a list of the exploration activities undertaken at Zackly).

The results from these work programs have been compiled by Millrock Alaska and made available to Vista for review and incorporation into its exploration database.


Period	Company/Owner	Main Exploration Activities
1980- 1986	Resources Association of Alaska (RAA) in JV with UNC Teton Exploration Drilling (Teton)	• Soil geochemistry • Trenching across skarns • Ground magnetic surveys • VLF-EM and ground EM surveys • Airborne magnetic survey • 40 cored drill holes • RAA acquires 100% interest in 1986

1987- 1992	Nerco Mining Company in JV with Alaska Boulder (1987) Phelps Dodge (1990) and then Hemlo Gold (1992)	• Nerco buys RAA in 1987 • 43 holes rotary drilling and 6 cored drill holes in 1987 (Nerco/Alaska Boulder JV) • Ground EM and Ground Magnetic surveys in 1990 • 3 cored drill holes in 1990 (Phelps Dodge) • Airborne magnetic survey and ground EM, VLF in 1992 (Nerco/Hemlo Gold JV)

1993- 1995	Pacific Northwest Resources in JV with Hemlo Gold	• Pacific Northwest Resources buys Nerco stake and continues Hemlo Gold JV • IP survey in 1994 • 7 reverse circulation percussion holes drilled in 1994 (only 2 into bedrock)


Period	Company/Owner	Main Exploration Activities
		• JV formed with Okanogan Gold Mining Co in 1995

1996- 2001	Okanogan Gold Mining Company	• Okanogan Gold Mining Company acquires claims in 1996 • Limited field assessments to keep claims in good standing, no drilling

Recent Exploration and Mineralisation

In 2010 and 2012 Millrock Alaska undertook a program of stream sediment sampling, rock-chip sampling and soil sampling across the entire project. A total of 187 rock samples, 340 soil samples and 56 stream sediment samples were collected and analysed for base and precious metals. The results of the soil sampling have delineated a series of high priority exploration targets in addition to the known skarn mineralisation at Zackly (see Figure 4 below).

The Zackly Prospect is the most significant mineralisation identified to date on the Stellar Project. Five drilling campaigns were undertaken by various companies between 1981 and 1994, with 99 holes for a total of 9,595m of core and 3,419m reverse circulation percussion samples completed. These campaigns delineated a steeply south dipping copper-gold skarn system associated with limestone, andesitic to basaltic volcanic rocks and dioritic intrusions (see Figure 5 and 6). Mineralised zones vary from 0.5m true thickness to over 10m, averaging 3.0m.

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Figure 4 Multi-element soil geochemical anomaly outlines m at Zackly, Jupiter, Mars, Gemini and Moonwalk, plotted on a gridded image of copper anomalism in soils over the Stellar Project

Limited metallurgical test work in 1987 and 1992 on oxidised Zackly mineralisation from surface trenches focused on gold recoveries and indicated that a combination of flotation cells (Cu-Au) and a gravity circuit (Au) should be further evaluated.

Significant drill intercepts from the Zackly Prospect include (all drilling intercepts greater than 0.1% Cu are contained in the ASX announcement dated 24 May 2017):

19.51m @ 4.4% Cu, 14.26g/t Au, 88.93g/t Ag from 164.59m (Z-04-81, Core)
7.92m @ 2.07% Cu, 2.55g/t Au, 17.78g/t Ag from 171.30m (Z-02-81, Core)
14.63m @ 1.50% Cu, 1.76g/t Au, 11.08g/t Ag from 98.15m (Z-07-81, Core)
12.19m @ 0.74% Cu, 16.09g/t Au, 6.72g/t Ag from 21.34m (Z-05-81, Core)
8.23m @ 1.55% Cu, 3.30g/t Au, 10.53g/t Ag from 77.72m (Z-01-81, Core)
0.46m @ 4.95% Cu, 23.76g/t Au, 50.20g/t Ag from 168.10m (Z-08-81, Core)
10.67m @ 1.69% Cu, 4.38g/t Au, 13.81g/t Ag from 6.10m (Z-50, RC)
9.14m @ 2.30% Cu, 3.15g/t Au, 19.92g/t Ag from 3.05m (Z-48, RC)
17.62m @ 1.31% Cu, 2.98g/t Au, 13.83g/t Ag from 18.04m (Z-86, Core)
9.14m @ 1.12% Cu, 6.70g/t Au, 15.09g/t Ag from 0m (Z-78, RC)
28.96m @ 1.09% Cu, 1.19g/t Au, 11.20g/t Ag from 76.2m (Z-55, RC)
10.67m @ 1.27% Cu, 2.61g/t Au, 19.92g/t Ag from 105.16m (Z-49, RC)

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Figure 5 Geological map of the Zackly Prospect showing drill collars and existing IP lines.

The skarn mineralisation at the Zackly Prospect extends for over 2000m along strike, but the core zone, the Main Skarn is approximately 800m long and focussed on the western/central area of drilling. Three historical (non-JORC compatible) foreign mineral resource estimates were prepared for the Main Skarn in 1982, 1987 and 1993. The most recent of these, prepared by Hemlo Gold in 1993 estimated that the Main Skarn contained 1.54 million tonnes @ 2.90% Cu and 4.51g/t Au[2] .

Two lines of IP surveying were undertaken to the west of the Main Skarn by Vista in late 2016. Strong chargeability anomalies were identified in both IP lines, supporting the potential for up to 1500m additional mineralised strike-length to the west of the Main Skarn. Furthermore, historical IP to the east of the Main Skarn supports a potential faulted offset of the mineralisation with at least 650m of untested strike-length of strong chargeability anomalism (see Figure 6). Infill IP and drilling is required at the Zackly Prospect to validate existing drill intercepts and seek extensions to the mineralisation, ultimately leading to a JORC compatible resource estimate if the drilling is successful.

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Figure 6: Oblique perspective view of Zackly showing the known mineralisation in the Main Skarn, and untested IP anomalies to the east and to the west.

The Mars Prospect , 6km west of the Zackly Prospect, was first visited and sampled by Millrock Alaska in 2010. The main Cu-Au geochemical anomaly is coincident with a strong circular magnetic anomaly, the centre of which is composed of diorite with chalcopyrite veins. Significant geochemical results include a 1200m soil traverse averaging 462 ppm in Cu, a 950m soil traverse averaging 763 ppm Cu and a 900m soil traverse averaging 891 ppm Cu. A sample of altered diorite collected from the centre of the magnetic anomaly returned 0.51% Cu, 0.21g/t Au and high grade rock samples of 7.4% Cu and 1.79g/t Au were collected from float and a gossanous gully, respectively. No further work has been undertaken at Mars Prospect.

The Jupiter Prospect occurs immediately north of the Zackly Prospect and comprises a 2000m long continuous Cu-Au anomaly with average values in the soil samples of 914ppm Cu and 0.08g/t Au. Vista completed three lines of reconnaissance IP surveying over the Jupiter Prospect in late 2016 which identified several poorly constrained chargeability anomalies. Additional IP surveying and drilling is required at this prospect.

The Gemini Prospect occurs approximately 5km to the north of the Zackly Prospect and comprises a large co-incident Cu and Au in soils anomaly some 2.0km x 2.0km in dimension, with peak values of 1,130ppm Cu and 0.25g/t Au. There has been no detailed mapping, no geophysics and no drilling at the Gemini Prospect.

Finally, the Moonwalk Prospect occurs in the northern extremity of the claim block in a different geological terrane to the mineralisation at the Zackly Prospect, the Mars Prospect and the Gemini

Prospect. At the Moonwalk Prospect, a granodiorite has been mapped intruding into a series of black shales and silty sediments. The granodiorite appears to be a 100m thick sill with a strike length of 700m, and locally contains quartz-sulphide veins which have assayed up to 30.45 g/t Au in one grab sample. Soil samples within the granodiorite averaged 1.15g/t Au across 19 samples collected over a 700m x 500m area, with a high of 3.54 g/t Au. No geophysical surveys or drilling have been undertaken to date.

Sampling, assay, chain of custody and verification of data

The author of the NI43-101 report has stated that he is satisfied with the adequacy of sample preparation, security and analytical procedures undertaken by Millrock Alaska since 2010 for stream sediment, soil and rock-chip sampling, and that the data obtained from these programs is reliable.

The author of the NI43-101 report also reviewed and evaluated a comprehensive exploration data package for the Stellar Project which was acquired by Millrock Alaska in 2012 (now available to Vista). Most this information relates to exploration programs undertaken between 1980 and 1996, predominantly related to the Zackly Prospect. The author could not verify any QA/QC procedures for these exploration programs, but stated his belief that adequate QA/QC procedures were carried out by the previous explorers prior to Millrock Alaska. Due to the historical nature of the data, he was unable to comment on the validity of the sampling and analysis performed in the period 1980-1996.

The author of the NI43-101 report was not able to review the sampling methodology, preparation, analysis and security of drill core samples and RC cuttings for the drilling programs undertaken at the Zackly Prospect because he was not present during these programs. However, he could view selected mineralised intercepts from 32 cored holes in a secure facility at Fairbanks, Alaska. He reported that this drill core is in a poor state with poor core recovery and a lack of structural and rock-contact relationships evident, and stated some concerns relating to selective sampling, core loss and narrow diameter core, and hence concerns about the accuracy of the reported copper and gold grades and the historic resources reported by prior operators from this drilling. Further drilling, including twinning of some existing holes is therefore required to verify grades and continuity at the Zackly Prospect, and to verify the historic resources reported by prior workers.

Mineral Resource Estimates

No mineral resource estimates that comply with the JORC Code (2012 Edition) or NI43-101 standards have been prepared for the Stellar Project.

*Footnotes:

The information in this Notice that relates to (i) exploration results and (ii) the reporting of foreign mineral resource estimates for the Stellar Project under ASX Listing Rule 5.12, is an accurate representation of the available data and studies for the Zackly copper-gold deposit and is based on information reviewed by Mr Paul Dunbar. Mr Paul Dunbar is an employee of Dunbar Resource Management, a consultant to Coventry Resources Limited. Mr Dunbar is a member of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists. Mr Dunbar has sufficient experience that is relevant to the style of mineralisation under consideration as a Competent Person as defined in the 2012 Edition of the “Australasian Code for the Reporting on Exploration Results, Mineral Resources and Ore Reserves” ( JORC Code ). Mr Dunbar consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
This is a foreign mineral estimate and has not been reported in accordance with the JORC Code and a competent person has not yet undertaken sufficient work to classify this estimate as a mineral resource to the JORC standard. It is uncertain whether further wok will reclassify this estimate to be reported as a mineral resource in accordance with the JORC Code. ASX Listing Rule 5.12 specifies that additional information must be provided to the market in any announcement containing foreign estimates and Coventry has previously provided that in Annexure 3 to the ASX announcement of 24 May 2017.

SCHEDULE 2 SUMMARY OF MATERIAL AGREEMENTS

Set out below are summaries of the key provisions of contracts which are, or may be, material in terms of the Resolutions contained in the Notice of Meeting or may be relevant to shareholders of the Company in considering the Resolutions. To fully understand all rights and obligations relating to the material contract, it would be necessary to read them in full.

Share Sale Agreements between the Company and the shareholders in Vista

On 22 May 2017 the Company entered into a share sale agreement with Vista Minerals Pty Ltd (ACN 607 056 039) ( Vista ) and each of the parties who will be shareholders in Vista immediately before completion under the agreement, for the acquisition of all the shares in Vista ( Vista Share Sale Agreement ).

The Vista Share Sale Agreement sets out the terms upon which the Company will acquire 100% of the issued capital in Vista from the Vista shareholders ( Vista Acquisition ).

(a) Conditions Precedent
Completion of the Vista Acquisition is subject to and conditional upon a number of conditions precedent being satisfied on or before 20 August 2017 ( End Date ), or such other date agreed between the parties, including:
(i) each of the Company, Vista and Millrock Resources undertaking due diligence in respect of each other and being satisfied with the results of their respective due diligence;
(ii) the Company receiving confirmation from the ASX that it is not required to recomply with Chapters 1 and 2 of the ASX Listing Rules;
(iii) the Company holding a meeting of Shareholders to obtain all necessary shareholder approvals under the Corporations Act and the Listing Rules that are required to give effect to the Vista Acquisition;
(iv) the Company completing the Acquisition Financing, to raise a maximum of $10,000,000 at a minimum issue price of $0.02, on a pre-consolidation basis (unless the parties agree otherwise) (Capital Raising);
(v) the Company receiving all other relevant legal, regulatory and shareholder approvals to complete the Vista Acquisition; and
(vi) the Millrock Vista Agreement becoming unconditional.
(b) Consideration

Subject to satisfaction of the conditions precedent, at completion, the Company will transfer the Consideration Shares to the Vista shareholders.

The maximum number of Consideration Shares to be issued is 459,913,365 Shares, equal to 50% of the overall issued Shares of the Company on a pre-consolidation basis.

The Consideration Shares will be fully paid ordinary shares and will be free of encumbrances other than the escrow imposed in accordance with the ASX Listing Rules. Each of the vendors have covenanted that it or any nominees will execute a restriction agreement with the Company upon receiving advice from ASX and the period for restriction will be in accordance with the ASX Listing Rules.

At completion, the Company will issue the Consideration Shares to the Vista shareholders contemporaneously with the Vista shareholders issuing all of their Vista shares to the Company.

At completion the Company must, subject to receiving consent to act, appoint Messrs Jason Berton and Charles Frazer Tabeart as directors of the Company. Mr Tabeart will also be appointed as the managing director of the Company.

(d) Seller’s Representations and Warranties

The vendors under the Vista Share Sale Agreement, each severally indemnify, and must keep indemnified, the Company against any claim which may be suffered or incurred as a result of a breach of a warranty in the Vista Share Sale Agreement.

The vendors (other than Millrock Resources) have provided representations and warranties in relation to Vista, and its assets and financial position and taxation and related matters in favour of the Company. The vendor warranties contained in the Vista Share Sale Agreement include:

(i) Vista and its subsidiaries are not a party to any investigation, prosecution, litigation or the like and as far as Vista is aware after making all due enquiry, not subject to any material investigation by any government agency.
(ii) Vista and its subsidiaries are not subject to any insolvency events nor is any such event threatened, pending or reasonably likely to occur.
(iii) Vista and its subsidiaries are not in breach of any provision of a material contract to which Vista or any of its subsidiaries are a party to.
(iv) that any necessary information, notice, computation and returns have been submitted to the relevant government agency in respect of any Australian taxation relating to Vista and that Vista is not involved, nor has it been involved, in any audit, investigation by, or any dispute with, the Australian Taxation Office or any other government agency responsible for administration of tax, nor is it aware of any pending or threatened tax audit or undisclosed disputes with any government agency with respect to taxation

Millrock Resources has provided separate representations and warranties in regards to the Stellar Project.

(e) Other key terms of the Vista Share Sale Agreement

The Vista Share Sale Agreement otherwise contains clauses typical for agreements of this nature.

Stellar Project Acquisition Agreement between Vista and Millrock

On 22 May 2017, Vista and Vista Minerals (Alaska) Inc. ( VMA ) (together, the Buyers ) entered into a sale and purchase agreement with Millrock Alaska LLC ( Millrock ) and Millrock Resources Inc (together, the Vendors ) in relation to the acquisition of the Stella Project claims ( Millrock Vista Agreement ).

The Millrock Vista Agreement sets outs the terms upon which the Buyers will acquire the Stellar Project in consideration for a royalty payable to Millrock and Vista issuing Shares to Millrock Resources ( Subscription Shares ) ( Stellar Project Acquisition ).

(a) Conditions Precedent

Completion of the Stellar Project Acquisition is subject to and conditional upon a number of conditions precedent being satisfied on or before completion under the Vista Share Sale Agreement, or such other date agreed between the parties, including:

(i) the Vista Share Sale Agreement becoming unconditional, provided that Millrock Resources holds no less than:
(A) 8.872% of the issued capital of the Company following the Capital Raising (as defined in the Vista Share Sale Agreement) on a fully diluted basis; or
(B) 9.034% of the issued Capital of the Company following the Capital Raising, calculated on the basis that no existing Options (at the date of the agreement) are exercised;
(ii) the representations and warranties of the Vendors are accurate in all material respects as at the date of execution of the agreement and remain accurate up until the date of completion; and

(iii) the representations and warranties of the Buyers are accurate in all material respects as of the date of execution of the agreement and remain accurate up until the date of completion,

and other conditions precedent customary to an agreement of this nature.

(b) Consideration

Subject to satisfaction of the conditions precedent, at completion, the Buyers will:

(i) enter into a special warranty deed provided by the Vendors in relation to the Project Stellar claims;
(ii) enter into a royalty deed over the Stellar Project claims, being 1% gross royalty in value on uranium and 1% net smelter returns royalty on all metals realised over the Stellar Project claims;
(iii) enter into a services agreement with Millrock Exploration Corp.; and
(iv) issue Subscription Shares to Millrock Resources Inc,

for the acquisition of the Stellar Project claims and non-exclusive license to hold information obtained or developed with respect to the Stellar Project claims.

Contemporaneously, an exploration and option agreement between Millrock and VMA (effective as of 4 December 2015) will terminate, with VMA having earned no interest in the claims under the agreement and with neither party having any remaining rights, obligations or liabilities.

The number of Subscription Shares to be issued to Millrock Resources Inc will be 27.89% of the issued shares in the capital of Vista. The Subscription Shares will be validly issued fully paid ordinary shares on a pre-consolidation basis and will be free of encumbrances.

Completion will occur contemporaneously with completion under the Vista Share Sale Agreement.

At completion the Vendors and Purchases will execute, acknowledge and deliver/accept all documents contemplated under the Millrock Vista Agreement and Vista will issue, and deliver to, Millrock Resources the Subscription Shares.

(d) Vendors’ Representations and Warranties

The Vendors have provided representations and warranties in relation to Millrock and its assets and financial position and related matters in favour of Vista. The representations and warranties contained in the Millrock Vista Agreement include:

(i) Millrock owns a 100% interest in the Stellar Project claims, which are current and validly subsisting in full force and effect.
(ii) All rental fees, with respect to the Stellar Project claims, up until the date of this document have been paid.
(iii) Millrock is not aware of any adverse claim against, or challenge to, any of the Stellar Project claims, or of any basis for such adverse claim or challenge.
(iv) The Vendors are not a party to any investigation, prosecution, litigation or the like and as far as the Vendors are aware, after making all due enquiry, not subject to any material investigation by any government agency.

Millrock Resources has provided representations and warranties in relation to the capacity and good standing of Millrock Resources in favour of the Buyers.

(e) Buyers’ Representations and Warranties

The Buyers have provided representations and warranties in relation to the capacity and good standing of each Buyer to enter into, and effect the transactions contemplated by, the Millrock Vista Agreement in favour of the Vendors.

(f) Other key terms to the Millrock Vista Agreement

(i) Millrock Resources agrees to cause Millrock Exploration Corp. to pay a a fee in regards to the non-exclusive license relating to the Project Stellar claims acquired by the Buyers within 20 days after completion of the Millrock Vista Agreement. Millrock Resources agrees to indemnify each of the Buyers and the Company against any loss or liability that any of them may suffer of incur as a result of the non-payment by Millrock Exploration.
(ii) Millrock Resources agrees to indemnify each of the Buyers and the Company against any loss or liability that any of them may suffer or incur as a result of a breach of the special warranty deed or any loss or liability that arises out or relates to activities conducted on or with respect to the Project Stellar claims prior to completion.
(iii) The Millrock Vista Agreement otherwise contains clauses typical for agreements of this nature.

Convertible Note Agreement between Vista and the Company

On 29 April 2017 the Company and Vista entered into a convertible note deed.

A summary of the material terms are:

(a) ( Number of Convertible Notes to be issued ): the Company will issue to, and Vista will subscribe for, one convertible note of a face value of $200,000.
(b) ( Issue Date ): Vista agrees to pay the face value on the date the Company’s cash at bank is at or below $50,000.
(c) ( Interest Rate ): interest will accrue on the convertible note at an interest rate of 8% per annum from day to day prior to the Maturity Date.
(d) ( Maturity Date ): is the date that is 12 months from the Issue Date.
(e) ( Redemption ): the convertible note will be redeemed following the first to occur of:
(i) the Company receiving a redemption notice in respect of the convertible note on the occurrence of an Event of Default;
(ii) the Maturity Date; or
(iii) the Company receiving a redemption notice in respect of the convertible note on the occurrence of a Sale Notice Event.

The Company must pay Vista an amount equal to the face value of the convertible note and the amount of any interest payment calculated in accordance with the following formula:

Where:

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R = the amount of the interest payment to be paid by the Company;

I = the Interest Rate; and

ND = the number of days commencing on the Issuing Date and ending on the date the convertible note is redeemed.

(f) ( Conversion ): Vista will be entitled to convert the convertible note into fully paid ordinary shares of the Company, equal to the face value plus accrued interest divided by a 10% discount to the volume weighted average price of the closing price of the Company’s Shares trading on the ASX for 30 trading days immediately prior to the conversion.

The Shares issued on conversion will rank equally in all respects with all Shares and the Company will make an application for official quotation of the Shares on the ASX.

(i) ( Event of Default ): the Convertible Note contains standard events of default for an instrument of this nature.

SCHEDULE 3 RIGHTS AND OBLIGATIONS ATTACHING TO SHARES

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

(a) General Meeting

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Company’s Constitution, the Corporations Act or the ASX Listing Rules.

(b) Voting

Subject to any rights or restrictions for the time being attached to any class or classes of shares whether by the terms of their issue, the Constitution, the Corporations Act or the ASX Listing Rules, at a general meeting of the Company every holder of fully paid ordinary shares present in person or by a representative, proxy or attorney has one vote on a show of hands and every such holder present in person or by a representative, proxy or attorney has one vote per share on a poll. A person who holds an ordinary share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share. A member is not entitled to vote unless all calls and other sums presently payable by the member in respect of shares in the Company have been paid. Where there are two or more joint holders of the share and more than one of them is present at a meeting and tenders a vote in respect of the share (whether in person or by proxy or attorney), the Company will count only the vote cast by the member whose name appears before the other(s) in the Company’s register of members.

(c) Issues of Further Shares

The Directors may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Company’s New Constitution, the ASX Listing Rules, the Corporations Act and any rights for the time being attached to the shares in special classes of shares.

(d) Variation of Rights

At present, the Company has on issue one class of shares only, namely ordinary shares. The rights attached to the shares in any class may be altered only by a special resolution of the Company and a special resolution passed at a separate meeting of the holders of the issued shares of the affected class, or with the written consent of the holders of at least three quarters of the issued shares of the affected class.

(e) Transfer of Shares

Subject to the Company’s Constitution, the Corporations Act, the ASX Settlement Operating Rules and the ASX Listing Rules, ordinary shares are freely transferable. The shares may be transferred by a proper transfer effected in accordance with ASX Settlement Operating Rules, by any other method of transferring or dealing introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by the Directors that is permitted by the Corporations Act.

The Company may decline to register a transfer of shares in the circumstances described in the Company’s Constitution and where permitted to do so under the ASX Listing Rules. If the Company declines to register a transfer, the Company must give the lodging party written notice of the refusal and the reasons for refusal. The Directors must decline to register a transfer of shares when required by law, by the ASX Listing Rules or by the ASX Settlement Operating Rules.

(f) Partly Paid Shares

The Directors may, subject to compliance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, issue partly paid shares upon which amounts are or may become payable at a future time(s) in satisfaction of all or part of the unpaid issue price.

(g) Dividends

Subject to the Corporations Act, the Listing Rules, the Company’s Constitution and the rights of any person entitled to shares with special rights to dividend, the Directors may determine that a dividend is payable. The Directors may fix the amount and time for payment of the dividend and authorise the payment or crediting by the Company to, or at the direction of, each Member entitled to that dividend. The Directors may authorise the payment to the members of such interim dividends as appear to the Directors to be justified by the Company’s profits and for that purpose may declare such interim dividends. Subject to the rights of members entitled to shares with special rights as to dividend (if any), all dividends in respect of shares (including ordinary shares) are to be declared and paid proportionally to the amount paid up or credited as paid up on the shares.

(h) Winding Up

Subject to the rights of holders of shares with special rights in a winding up, if the Company is wound up, members (including holders of ordinary shares) will be entitled to participate in any surplus assets of the Company in proportion to the shares held by them respectively irrespective of the amount paid up or credited as paid up on the shares.

(i) Dividend Plans

The Directors may establish and maintain dividend plans under which (among other things) a member may elect that dividends payable by the Company be reinvested by way of subscription for shares in the Company or a member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of shares.

(j) Directors

The Company’s Constitution states that the minimum number of Directors is three.

(k) Powers of the Board

The Directors have power to manage the business of the Company and may exercise that power to the exclusion of the members, except as otherwise required by the Corporations Act, any other law, the ASX Listing Rules or the Company’s Constitution

PROXY FORM

Shareholder Details

Name: …………………………………………………………………………………………………………………………

Address: ………………………………………………………………………………………………………………………

Contact Telephone No: ………………………………………………………………………………………………………

Contact Name (if different from above): ……………………………………………………………………………………

Step 1. Appoint a Proxy to Vote on Your Behalf

I/We being a Shareholder/s of Coventry Resources Limited and entitled to attend and vote hereby appoint

The Chairman Write here the name of the of the Meeting OR person you are appointing if (mark with an ‘X’) this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Chairman sees fit) at the General Meeting of Coventry Resources Limited to be held in Perth on Friday, 30 June 2017 at Stantons International (Boardroom), Level 2, 1 Walker Avenue, West Perth, Western Australia commencing at 10.00am (WST) and at any adjournment of that General Meeting.

Step 2. Items of Business

Voting directions to your proxy – please mark to indicate your directions

For	Against	Abs
		tain
		*

Resolution	1	Approval of the Issue of Securities for the Vista Acquisition
Resolution	2	Approval of the Issue of Securities
Resolution	3	Approval of Share Consolidation
Resolution	4	Approval of Change of Name to Polaris Minerals Limited

+ Resolution 4 is a special resolution requiring more than 75% of the votes cast to be in favour of the Resolution in order for it to be passed.

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

Appointment of a second proxy (see instructions overleaf)

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enab your directions to be implemented

Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3

		Director/Company Secretary

HOW TO COMPLETE THIS PROXY FORM

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 RESOLUTIONS

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each 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 any 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 a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that 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 any directed Resolution, the Chairman of the Meeting is taken to have been appointed as the proxy for the purposes of voting on that 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 28 June 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 28 June 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
Coventry Resources Limited, Suite 9, 5 Centro Avenue, Subiaco, Western Australia 6008	Coventry Resources Limited, PO Box 457, West Perth, Western Australia 6872	+61 8 9226 2027	[email protected] m

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, 30 June 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

.......................................................….……………… Signed by authorised representative

........................................................…………...… .......................................................….………………… Name of authorised representative (print) Name of authorised representative (print)

.....................................................…………….….

Position 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.

AI assistant

POLARX LIMITED — Proxy Solicitation & Information Statement 2017

65639_rns_2017-06-01_1c658cb9-0aca-44de-a028-fbb62e96787b.pdf

LETTER TO SHAREHOLDERS

General Meeting

The Board recommends that Shareholders vote FOR all resolutions.

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

ENTITLEMENT TO ATTEND AND VOTE

NOTICE OF GENERAL MEETING

SPECIAL BUSINESS

1. RESOLUTION 1 – APPROVAL OF SECURITIES ISSUE FOR VISTA ACQUISITION

2. RESOLUTION 2 – APPROVAL OF SECURITIES ISSUE

3. RESOLUTION 3 – SHARE CONSOLIDATION

4. RESOLUTION 4 – CHANGE OF NAME TO POLARIS MINERALS LIMITED

EXPLANATORY STATEMENT

PROXIES

CORPORATE REPRESENTATIVE

ENQUIRIES

BY ORDER OF THE BOARD OF DIRECTORS

Ian Cunningham

Company Secretary

1. INTRODUCTION

1.1 Disclosure to ASX

1.2 Forward looking statements

2. VISTA ACQUISITION

2.1 Overview of Vista Acquisition

Rationale for the Vista Acquisition

Share Sale Agreement and the Millrock Agreement

Convertible Note Deed

Timetable

2.2 Vista Acquisition Resolutions

3. RESOLUTION 1 – APPROVAL OF SECURITIES ISSUE UNDER VISTA ACQUISITION

3.1 Background

3.2 Regulatory Requirements

(a) Maximum number of securities to be issued

(b) Date of issue

(c) Issue price

(d) The names of the persons to whom the entity will issue the securities or the basis on which those persons will be determined

(f) Intended use of the funds raised

(g) Voting exclusion statement

3.3 Board Recommendation

4. RESOLUTION 2 - APPROVAL OF SECURITIES

4.1 Background

4.2 Regulatory Requirements

(a) Maximum number of securities to be issued

Date of issue

(c) The names of the persons to whom the entity will issue the securities or the basis on which those persons will be determined

4.3 Board Recommendation

5. RESOLUTION 3 – SHARE CONSOLIDATION

5.1 Background

5.2 Regulatory requirements

(a) Effect of the Share Consolidation

5.3 Purpose of proposed resolution

5.4 Effect of the Consolidation

5.5 Holding statements

5.6 Taxation

5.7 Indicative timetable

5.8 Board recommendation

6. RESOLUTION 4 – CHANGE OF COMPANY NAME

6.1 Background

6.2 Recommendation

7. GLOSSARY

Corporations Act means Corporations Act 2001 (Cth).

SCHEDULE 1 STELLAR PROJECT SUMMARY

Project Description and Location

Access, Climate, Topography, Infrastructure

Geological Setting

Exploration History

Recent Exploration and Mineralisation

Sampling, assay, chain of custody and verification of data

Mineral Resource Estimates

*Footnotes:

SCHEDULE 2 SUMMARY OF MATERIAL AGREEMENTS

Share Sale Agreements between the Company and the shareholders in Vista

POLARX LIMITED Proxy Solicitation & Information Statement 2017