PURSUIT MINERALS LTD — Proxy Solicitation & Information Statement 2018

Nov 21, 2018

PURSUIT MINERALS LIMITED

ACN 128 806 977

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date of Meeting Friday 21 December 2018 Time of Meeting 11.00am Brisbane time Place of Meeting

Level 7, 100 Edward Street Brisbane QLD 4000

This Notice of Meeting and Explanatory Memorandum 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 prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm Brisbane time on Tuesday, 18 December 2018.

Notice is hereby given that a General Meeting (Meeting) of the Shareholders of Pursuit Minerals Limited ACN 128 806 977 (Company) will be held on Friday 21 December 2018, commencing at 11.00am Brisbane time at Level 7, 100 Edward Street Brisbane QLD 4000**.** Registration will commence immediately prior to the Meeting.

This Notice of Meeting incorporates, and should be read together with, the Explanatory Memorandum and Proxy Form. Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in both this Notice of Meeting and the Explanatory Memorandum.

ORDINARY BUSINESS

1. Ratification of prior issue of Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,054,055 Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Approval to issue options to Exempt Investors

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 18,018,010 Options to Exempt Investors and/or their nominees, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Approval to issue Broker Options

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 12,012,012 Options to PAC Partners and / or their nominees on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Approval to issue Shares to Director – Mr Peter Wall

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,405,405 Shares to Mr Peter Wall and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Wall (and his nominees) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Approval to issue of Shares to Director – Mr Jeremy Read

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 810,810 Shares to Mr Jeremy Read and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Read (and his nominees) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Approval to issue Shares to Director – Mr Matthew O'Kane

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 540,540 Shares to Mr Matthew O'Kane and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr O'Kane (and his nominees) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. Approval to issue Shares to Director – Mr Ian Wallace

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 540,540 Shares to Mr Ian Wallace and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Wallace (and his nominees) or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. Approval to issue Options to Director – Mr Peter Wall

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,801,801 Options to Mr Peter Wall and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Wall (and his nominees) or any of their associates (Resolution 8 Excluded Party). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:
  • (i) a member of the Key Management Personnel; or
  • (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair; and
• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. Approval to issue Options to Director – Mr Jeremy Read

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 270,270 Options to Mr Jeremy Read

and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Read (and his nominees) or any of their associates (Resolution 9 Excluded Party). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:
  • (i) a member of the Key Management Personnel; or
  • (ii) a Closely Related Party of such a member; and
• (b) the appointment does not specify the way the proxy is to vote on this Resolution.
• However, the above prohibition does not apply if:
• (c) the proxy is the Chair; and
• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

10. Approval to issue Options to Director – Mr Matthew O'Kane

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 180,180 Options to Mr Jeremy Read and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr O'Kane (and his nominees) or any of their associates (Resolution 10 Excluded Party). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:
  • (i) a member of the Key Management Personnel; or
  • (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair; and
• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. Approval to issue Options to Director – Mr Ian Wallace

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 180,180 Options to Mr Ian Wallace and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Wallace (and his nominees) or any of their associates (Resolution 11 Excluded Party). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not excluded from voting on this Resolution, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:
  • (i) a member of the Key Management Personnel; or
  • (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

• However, the above prohibition does not apply if:
• (c) the proxy is the Chair; and
• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

ATTENDANCE AND VOTING AT THE MEETING

Voting entitlement

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that Shareholders who are on the Company's share register at 7.00pm Brisbane time on Tuesday, 18 December 2018 shall, for the purposes of the Meeting, be entitled to attend and vote at the Meeting.

If you are not the registered holder of a relevant Share at that time, you will not be entitled to vote at the Meeting.

Voting at the Meeting

Ordinary resolutions require the support of more than 50% of the votes cast. All of the Resolutions are Ordinary Resolutions.

The passing of each Resolution arising at this Meeting will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company's Constitution.

On a show of hands, every Shareholder who is present in person or by proxy, corporate representative or attorney, will have one vote. Upon a poll, every person who is present in person or by proxy, corporate representative or attorney, will have one vote for each Share held by that person.

Voting by proxy

A Shareholder who is entitled to attend and vote at this Meeting may appoint a proxy to attend and vote on the Shareholder's behalf. A proxy need not be a Shareholder. If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise.

A Proxy Form accompanies this Notice. To be valid, the Proxy Form must be received no later than 11.00am Brisbane time on Wednesday 19 December 2018, being 48 hours prior to the commencement of the Meeting.

To record a valid proxy vote, a Shareholder will need to complete and lodge the Proxy Form with Automic Registry Services in accordance with the instructions set out in the proxy form.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on each of the Resolutions by marking either For, Against or Abstain on the voting form for each item of business.

Pursuant to section 250BB of the Corporations Act, an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
• (b) if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands;
• (c) if the proxy is the Chair of the meeting at which the Resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• (d) if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Under section 250BC of the Corporations Act, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at a meeting of a company's members;
• (b) the appointed proxy is not the Chair of the meeting;
• (c) at the meeting, a poll is duly demanded on the Resolution; and
• (d) either of the following applies:
  • (i) the proxy is not recorded as attending the meeting;
  • (ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the meeting.

Undirected proxies

Please note that if the Chair of the Meeting is appointed as your proxy (or becomes your proxy by default), you expressly authorise the Chair to exercise your proxy on the Resolutions even though they may be connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company, which includes the Chair. If you appoint the Chair as your proxy you can direct the Chair to vote for or against or abstain from voting on any of Resolutions by marking the appropriate box on the Proxy Form.

The Chair intends to vote undirected proxies in favour of each item of business.

Voting by corporate representative

A Shareholder or proxy that is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative.

Evidence of the appointment of a corporate representative must be in accordance with section 250D of the Corporations Act and be lodged with the Company before the Meeting or at the registration desk on the day of the Meeting.

Voting by attorney

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf.

An attorney need not be a holder of Shares.

An instrument conferring the power of attorney or a certified copy of the authority must be produced to the Company at least 48 hours prior to the commencement of the Meeting.

DATED 19 November 2018

BY ORDER OF THE BOARD PURSUIT MINERALS LIMITED

STEPHEN KELLY COMPANY SECRETARY

EXPLANATORY MEMORANDUM

IMPORTANT NOTICE

This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholders of Pursuit Minerals Limited to be held on Friday, 21 December 2018 at 11.00am Brisbane time. This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the Resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Other than the information set out in this Explanatory Memorandum, the Directors believe that there is no other information that could reasonably be required by Shareholders to consider the Resolutions.

If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

Words or expressions used in the Notice of Meeting and in this Explanatory Memorandum are defined in the Glossary. Unless otherwise stated, all references to sums of money, '$' and 'dollars' are references to Australian currency.

This Explanatory Memorandum is dated 19 November 2018.

BACKGROUND TO THE RESOLUTIONS

1. Resolutions 1 to 11 – Resolutions relating to share capital

All of the Resolutions to be put to the General Meeting being Resolutions 1 to 11 (inclusive) are Resolutions relating to the Company's share capital.

Table 1 below sets out the potential dilutionary impact of Resolutions 1 to 11 (inclusive) on the Share capital of the Company.

Table 1 – Potential Dilutionary Effect of Resolutions 1 to 11

ResolutionNumber	Description	Shares(number)	Shares(cumulative)	%(at issue)	%(after issueof allShares perResolution)	Options andPerformanceRights(number)	Options andPerformanceRights(cumulative)	%(at issue)	%(fullydiluted)	Total equities(number)	Total equities(cumulative)
	Current issued capital (including Shares to be ratified
1	pursuant to Resolution 1)	135,524,568	135,524,568	100%	95%	45,342,000	45,342,000	100%		25% 180,866,568	180,866,568
2	Approval to issue Options to Exempt Investors	-	135,524,568	0%	95%	18,018,010	63,360,010	28%	32%	18,018,010	198,884,578
3	Approval to issue Options to Brokers	-	135,524,568	0%	95%	12,012,000	75,372,010	16%	36%	12,012,000	210,896,578
4	Approval to issue Shares to Director - Peter Wall	5,405,405	140,929,973	4%	99%	-	75,372,010	0%	35%	5,405,405	216,301,983
5	Approval to issue Shares to Director - Jeremy Read	810,810	141,740,783	1%	99%	-	75,372,010	0%	35%	810,810	217,112,793
6	Approval to issue Shares to Director - Matthew O' Kane	540,540	142,281,323	0%	100%	-	75,372,010	0%	35%	540,540	217,653,333
7	Approval to issue Shares to Director - Ian Wallace	540,540	142,821,863	0%	100%	-	75,372,010	0%	35%	540,540	218,193,873
8	Approval to issue Options to Director - Peter Wall	-	142,821,863	0%	100%	1,801,801	77,173,811	2%	35%	1,801,801	219,995,674
9	Approval to issue Options to Director - Jeremy Read	-	142,821,863	0%	100%	270,270	77,444,081	0%	35%	270,270	220,265,944
10	Approval to issue Options to Director - Matthew O' Kane	-	142,821,863	0%	100%	180,180	77,624,261	0%	35%	180,180	220,446,124
11	Approval to issue Options to Director - Ian Wallace	-	142,821,863	0%	100%	180,180	77,804,441	0%	35%	180,180	220,626,304

The above tables reflect the maximum number of equity securities that may be issued by the Company if the relevant Resolution is approved and assuming that no other equity securities are issued by the Company.

Refer explanatory information for each of the Resolutions included in this Notice of Meeting for additional information.

2. Resolution 1 – Ratification of prior issue of Shares

2.1 Background

On 8 November 2018, the Company completed a placement of 54,054,055 Shares at an issue price of $0.037 per Share to sophisticated and exempt investors pursuant to section 708(8) of the Corporations Act (Capital Raising). The allottees were professional and sophisticated applicants as determined by the Board, and broking firms who participated in the placement, none of whom are related parties of the Company.

50,000,000 Shares were issued pursuant to the Shareholder approval received at the Company's Annual General Meeting held on 24 October 2018 and 4,054,055 Shares were issued pursuant to the Company's capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 24 October 2018.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

2.2 ASX Listing Rule 7.1A

4,054,055 Shares were issued pursuant to the Company's capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 24 October 2018.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification).

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

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

• a) will not be counted in variable "A" in the formula in ASX Listing Rule 7.1A; and
• b) are counted in variable "E",

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue the subject of this Resolution, the base figure (ie variable "A") in which the Company's 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval. Although, it is noted that the Company's use of the 10% annual placement capacity following this Meeting remains conditional on this Resolution being passed by the requisite majority.

2.3 Technical information

In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 1:

(a) 4,054,055 Shares were issued pursuant to ASX Listing Rule 7.1;

• (b) the issue price was $0.037 per Share;
• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company and issued on the same terms and conditions as the Company's existing Shares:
• (d) the Shares were issued to sophisticated and exempt investors pursuant to section 708(8) of the Corporations Act. None of these subscribers are related parties of the Company; and
• (e) $2,000,000 was raised under the placement, the funds raised will be used by the Company for an exploration drilling program at the Airijoki Project in Sweden with the aim of defining a JORC Resource, to define an inferred JORC Resource and undertake a Scoping Study at the Koitelainen Project and for general working capital purposes.

2.4 Board Recommendation

The Board recommends that Shareholders vote FOR Resolution 1.

The Chair intends to vote undirected proxies in favour of Resolution 1.

3 Resolution 2 – Approval to issue Options to Exempt Investors

3.1 Background

This Resolution seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to a maximum of 18,018,010 Options to reward various Exempt Investors who participated in the capital raising described in Resolution 1 with one free attaching option for every three Shares subscribed for in the Capital Raising (Placement Options). The Placement Options are to be issued on the terms and conditions set out in Schedule 1.

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

The effect of this Resolution will be to allow the Company to issue the Placement Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Options:

• (a) the maximum number of Placement Options to be issued is 18,018,010;
• (b) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). The issue of the Placement Options is expected to occur in one tranche;
• (c) the Placement Options will be issued for nil cash consideration as they are being issued as free attaching to the Exempt Investors subscribing for Shares in the Capital Raising described in Section 2.1 of this Explanatory Memorandum;
• (d) the Placement Options will be issued to the Exempt Investors who subscribed for Shares in the Capital Raising. The Exempt Investors are not a related parties of the Company;
• (e) the Placement Options will be issued on the terms and conditions set out in Schedule 1; and

(f) no funds will be raised from the issue of the Placement Options as they are being issued in consideration for the Exempt Investors subscribing for Shares in the Capital Raising. However, the funds under the Capital Raising will be used as described in Section 4.1(e).

3.3 Directors Recommendation

The Board recommends that Shareholders vote FOR Resolution 2.

The Chair intends to vote undirected proxies in favour of Resolution 2.

4 Resolution 3 – Approval to issue options to Brokers

4.1 Background

This Resolution seeks Shareholder approval for the issue of up to 12,012,012 Options in consideration for services to be provided by PAC Partners as the Lead Manager for the Capital Raising described in Section 2.1 of this Explanatory Memorandum (Broker Options). The Broker Options are to be issued on the terms and conditions set out in Schedule 1.

The Company engaged PAC Partners to act as Lead Manager for the Capital Raising. In consideration for services provided in connection with the Capital Raising, the Company agreed to pay to PAC Partners a capital raising fee of 6% of the gross proceeds raised under any capital raising. The Company has also agreed to issue to PAC Partners and / or their nominees the Broker Options described above.

The effect of this Resolution will be to allow the Company to issue the Broker Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Options:

• (a) the maximum number of Broker Options to be issued is 12,012,012;
• (b) the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). The issue of the Broker Options is expected to occur in one tranche;
• (c) the Broker Options will be issued for nil cash consideration, in consideration for services provided by PAC Partners and / or their nominees in connection with the Capital Raising;
• (d) the Broker Options will be issued to PAC Partners and / or their nominees who are not a related party of the Company;
• (e) the Broker Options will be issued on the terms and conditions set out in Schedule 1; and
• (f) no funds will be raised from the issue of the Broker Options as they are being issued in consideration for corporate broking and advisory services provided by PAC Partners and / or their nominees.

4.3 Directors Recommendation

The Board recommends that Shareholders vote FOR Resolution 3.

The Chair intends to vote undirected proxies in favour of Resolution 3.

5 Resolutions 4 to 7 – Approval to issue Shares to Directors

5.1 Background

On 1 November 2018, the Company entered into agreements with certain Directors whereby the Directors agreed to subscribe for Shares in the Company at a price of $0.037 per Share, being the same price at which the placement of 54,054,055 Shares was made to non-related sophisticated and exempt investors pursuant to section 708(8) of the Corporations Act as described in Section 2.1 of this Explanatory Memorandum.

A summary of the agreements entered into with Directors is presented below:

Director	Number of shares tobe issued	Price per share	Funds to be receivedby the Company
Peter Wall	5,405,405	$0.037	$200,000
Jeremy Read	810,810	$0.037	$30,000
Matthew O'Kane	540,540	$0.037	$20,000
Ian Wallace	540,540	$0.037	$20,000
	7,297,295		$270,000

The completion of the agreements and issuance of the Shares is subject to Shareholder approval.

5.2 General

Pursuant to Resolutions 4-7 the Company is seeking Shareholder approval for the issue of up to 7,297,295 Shares at an issue price of $0.037 per Share to raise up to $270,000 (Capital Raising).

Messrs Wall, Read, O'Kane and Wallace wish to participate in the Capital Raising.

Resolutions 4-7 seeks Shareholder approval for the in the issue of up to 7,297,295 Shares to Messrs Wall, Read, O'Kane and Wallace (or their nominees) arising from the participation by Messrs Wall, Read, O'Kane and Wallace in the Capital Raising (Participation).

5.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Shares constitutes the giving of a financial benefit and each of the Directors to whom the Shares are proposed to be issued, is a related party of the Company by virtue of being a Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issues of the Shares the subject of Resolutions 4 to 7 inclusive, because the proposed issue of Shares is on the same terms and conditions as Shares that were issued to non-related sophisticated investors at the same time that the agreements were entered into with the Directors and can therefore be considered to be on an arm's length basis.

5.4 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to Directors pursuant to Resolutions 4 to 7 inclusive:

• (a) The names of the Directors to whom the Shares are to be issued are Mr Peter Wall, Mr Jeremy Read, Mr Matthew O'Kane and Mr Ian Wallace;
• (b) the maximum number of Shares to be issued is 7,297,295 (being the nature of the financial benefit being provided) as set out in the table in section 5.1 of this Explanatory Memorandum;
• (c) the Shares will be issued at an issue price of $0..037 and will raise $270,000. The funds raised will be used by the Company for an exploration drilling program at the Airijoki Project in Sweden with the aim of defining a JORC Resource, to define an inferred JORC Resource and undertake a Scoping Study at the Koitelainen Project and for general working capital purposes;
• (d) the Shares will rank equally in all respects with existing the Company's existing fully paid ordinary Shares; and
• (e) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date.

Approval pursuant to ASX Listing Rule 7.1 is not required to issue the Shares to the Directors as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Directors will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

5.6 Directors Recommendation

The Board (with Mr Wall abstaining) recommends that Shareholders vote FOR Resolution 4.

The Board (with Mr Read abstaining) recommends that Shareholders vote FOR Resolution 5.

The Board (with Mr O'Kane abstaining) recommends that Shareholders vote FOR Resolution 6.

The Board (with Mr Wallace abstaining) recommends that Shareholders vote FOR Resolution 7.

The Chair intends to vote undirected proxies in favour of Resolutions 4 to 7.

6 Resolutions 8 to 11 – Approval to issue Options to Directors

6.1 Background

As described in Section 5.1 , on 1 November 2018, the Company entered into agreements with certain Directors whereby the Directors agreed to subscribe for Shares in the Company at a price of $0.037 per Share, being the same price at which the placement of 54,054,055 Shares was made to non-related sophisticated and exempt investors pursuant to section 708(8) of the Corporations Act.

As further described in Section 3.1, Exempt Investors who subscribed for Shares in the Capital Raising will, subject to Shareholder approval, receive one Placement Option for every three Shares subscribed in the Capital Raising. Under the terms of the share subscription agreements entered into with the Directors the Company has agreed, subject to Shareholder approval, to issue one option for every three Shares subscribed for on the same terms as the Placement Options (Director Options).

A summary of the Director Options to be issued to Directors and / or their nominees is presented below:

Director	Number of shares tobe issued(Refer section 5.1)	Number of DirectorOptions to be issued(1 Director option forevery 3 Shares)
Peter Wall	5,405,405	1,801,801
Jeremy Read	810,810	270,270
Matthew O'Kane	540,540	180,180
Ian Wallace	540,540	180,180
	7,297,295	2,432,431

Resolutions 8 to 11 seeks shareholder approval for the issue of the Director Options to the above Directors and/or their nominees.

6.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Director Options constitutes the giving of a financial benefit and Messrs Wall, Read, O'Kane and Wallace, are related parties of the Company by virtue of being Directors.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issues of the Director Options the subject of Resolutions 8 to 11 inclusive, because the proposed issue of Director Options is on the same terms and conditions as the Placement Options that were agreed to be issued to non-related sophisticated investors at the same time that the agreements were entered into with the Directors and can therefore be considered to be on an arm's length basis.

6.4 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of Director Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

6.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Options:

• (a) Messrs Wall, Read, O'Kane and Wallace, are related parties of the Company by virtue of being Directors of the Company;
• (b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be issued is 2,432,431;
• (c) the Director Options will be issued for nil cash consideration; accordingly, no funds will be raised. However, the funds under the Capital Raising will be used as described in Section 4.1(e);
• (d) the terms and conditions of the Director Options are set out in Schedule 1; and
• (e) the Director Options will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date.

Approval pursuant to ASX Listing Rule 7.1 is not required to issue the Director Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

6.6 Directors Recommendation

The Board (with Mr Wall abstaining) recommends that Shareholders vote FOR Resolution 8.

The Board (with Mr Read abstaining) recommends that Shareholders vote FOR Resolution 9.

The Board (with Mr O'Kane abstaining) recommends that Shareholders vote FOR Resolution 10.

The Board (with Mr Wallace abstaining) recommends that Shareholders vote FOR Resolution 11.

The Chair intends to vote undirected proxies in favour of Resolutions 8 to 11.

Glossary

In this Explanatory Memorandum and the Notice of Meeting:

AUD, $, AU$ are references to the Australian Dollar;

General Meeting or Meeting means the general meeting of the Company to be convened by this Notice of Meeting (unless the context otherwise requires);

Associate(s) has the meaning given in the Corporations Act;

ASX means the Australian Securities Exchange or ASX Limited ACN 008 624 691;

Board means the board of Directors of the Company at the date of this Notice;

Broker Options means the options proposed to be issued to PAC Partners and / or their nominees pursuant to Resolution 3 on the terms and conditions set out in Schedule 1.

Capital Raising means the issue of 54,054,055 to Exempt Investors at $0.037 per Share to raise $2 million as described in Section 2.1

Chair means the chair of the Meeting;

Company means Pursuit Minerals Limited ACN 128 806 977;

Constitution means the constitution of the Company in effect at the time of the Meeting;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company being as at the date of this Notice of Meeting, being Peter Wall, Matthew O'Kane, Jeremy Read and Ian Wallace;

Director Options means the options proposed to be issued to the Directors and / or their nominees pursuant to Resolutions 8 to 11 on the terms and conditions set out in Schedule 1.

Director Shares means the Shares proposed to be issued to the Directors and / or their nominees pursuant to Resolutions 4 to 7 on the terms and conditions set out in Section 5.1.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Exempt Investors means an investor to whom securities can be issued without a disclosure document.

Explanatory Memorandum means this explanatory memorandum that accompanies and forms part of the Notice of Meeting;

Listing Rules means the official Listing Rules of ASX;

Notice of Meeting means the notice of general meeting dated 19 November 2018 which this Explanatory Memorandum accompanies and in which the Resolutions are set out;

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Placement Options means the options proposed to be issued to the Exempt Investors pursuant to Resolution 2 on the terms and conditions set out in Schedule 1.

Placement Shares means the Shares issued to the Exempt Investors pursuant to the Capital Raising as described in Resolution 1;

Proxy Form means a valid proxy form for this General Meeting (unless the context otherwise requires);

Resolution or Resolutions means the resolutions referred to in the Notice of Meeting; Share means a fully paid ordinary share in the Company; Shareholder means a holder of Shares;

SCHEDULE 1

TERMS AND CONDITIONS OF OPTIONS TO BE ISSUED

• 1. Each Option entitles the holder to one ordinary share in the Company.
• 1. The Options are to be issued subject to the Company receiving Shareholder approval at a general meeting of the Company to be convened as soon as practicable after the completion of the Capital Raising.
• 1. Each Option shall have an exercise price of $0.10 and an expiry date of 30 October 2021.
• 1. Options not exercised before the expiry of the exercise period will lapse.
• 1. Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price per option in cleared funds.
• 1. The Company will apply to ASX for official quotation of the Options.
• 1. The Company will make application for official quotation on ASX of new shares allotted on exercise of the Options. Those shares will participate equally in all respects with existing issued ordinary shares, and new shares allotted on exercise of the options will qualify for dividends declared after the date of their allotment.
• 1. The Options will be fully transferable.
• 1. An option holder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give prior notice to the option holder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules.
• 1. If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the option is exercisable will be increased by the number of ordinary shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.
• 1. If the Company makes a rights issue (other than a bonus issue), the exercise price of options on issue will be reduced according to the following formula:

$$ A = O - E [P - (S + D)] $$

(N + 1)

Where:

• A = the new exercise price of the option;
• O = the old exercise price of the option;
• E = the number of underlying ordinary shares into which one option is exercisable;
• P = the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stock market of ASX during the five trading days immediately preceding the ex-rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);
• S = the subscription price for a security under the pro rata issue;
• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and
• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.
• 1. If, during the currency of the options the issued capital of the Company is reorganised, those options will be reorganised to the extent necessary to comply with ASX Listing Rules.

PUR

٥	IN PERSON:
	Automic
	Level 5, 126 Phillip Stree
	Sydney NSW 2000

		Resolutions	For	Against Abstain		Resolutions	For	Against Abstain
Direction		Ratification of Prior Issue of Shares			$\sqrt{2}$	Approval to issue Shares to Director– Mr Ian Wallace
	2.	Approval to issue options to ExemptInvestors			8.	Approval to issue Options toDirector - Mr Peter Wall
Voting	3.	Approval to issue Broker Options			9.	Approval to issue Options toDirector - Mr Jeremy Read
Your	4.	Approval to issue Shares to Director- Mr Peter Wall			10.	Approval to issue Options toDirector - Mr Matthew O'Kane
$\bullet$$\overline{\mathsf{N}}$	5.	Approval to issue of Shares toDirector - Mr Jeremy Read			11.	Approval to issue Options toDirector - Mr Ian Wallace
	6.	Approval to issue Shares to Director- Mr Matthew O'Kane

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