QPM ENERGY LIMITED — Proxy Solicitation & Information Statement 2019

Jul 23, 2019

PURE MINERALS LIMITED ACN 125 368 658

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Date of Meeting: 23 August 2019

Time of Meeting: 11:00am (WST)

Place of Meeting: Suite 2, Level 1, 1 Altona Street, West Perth, Western Australia, 6005

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter in this Notice or Explanatory Memorandum please contact the Company Secretary on +61 8 6559 1792.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Pure Minerals Limited (ACN 125 368 658) (the Company) will be held at Suite 2, Level 1, 1 Altona Street, West Perth, Western Australia, 6005 on Friday, 23 August 2019 commencing at 11:00am (WST).

The Explanatory Memorandum to this Notice provides additional information on matter to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

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 as Shareholders at 5.00pm (WST) on Wednesday, 21 August 2019.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolutions 1(a) and 1(b) – Ratification of Prior Issue – Tranche 1 Placement Shares

To consider and, if thought fit, to pass as an ordinary resolution the following:

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 52,151,859 Shares under the Company's Listing Rule 7.1 capacity; and
• (b) 34,767,906 Shares under the Company's Listing Rule 7.1A capacity,

on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue and 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. Resolution 2 – Approval of Share Issue – Tranche 2 Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes Shareholders approve the issue of up to 35,247,578 Shares under the Placement announced on 20 June 2019 on 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 any person who may participate in the proposed issue and a person who might obtain a material benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any Associates of those persons. However, the Company 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. Resolution 3 – Approval of Share Issue to Related Party – Participation by Director in Placement

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

"That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,362,058 Shares to Eddie King (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by Eddie King (or his nominee) and 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, 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.

Dated: 23 July 2019

BY ORDER OF THE BOARD

Mauro Piccini Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting be held at Suite 2, Level 1, 1 Altona Street, West Perth, Western Australia, 6005 on Friday, 23 August 2019 commencing at 11:00am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• a proxy need not be a member of the Company; and
• 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.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 have the effect that:

• If proxy holders vote, they must cast all directed proxies as they are directed to; and
• Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• 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); and
• 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; and
• 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
• 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).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the Chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • o the proxy is not recorded as attending the meeting;
  • o 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.

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

3. Background

On 20 June 2019 the Company announced a placement to institutional, sophisticated and professional investors of approximately 123,529,401 fully paid ordinary Shares at an issue price of $0.017 per Share (Placement Shares) to raise up to approximately $2,100,000 (before costs) (Placement).

The purpose of the Placement was to raise funds for QPM's battery chemicals TECH Project.

The Placement is comprised of two tranches.

The first tranche of Shares (being 86,919,765 Shares to raise $1,477,636) were issued on 27 June 2019 as follows:

• (a) 52,151,859 shares issued pursuant to the Company's Listing Rule 7.1 15% capacity; and
• (b) 34,767,906 shares issued pursuant to the Company's Listing Rule 7.1A 10% capacity (Tranche 1 Placement Shares).

Pursuant to this Notice, the Company is seeking Shareholder approval to:

• (a) ratify the issue of the Tranche 1 Placement Shares (Resolution 1); and
• (b) to issue a further 36,609,636 Placement Shares (Tranche 2 Placement Shares) under Resolution 2 and Resolution 3.

The Company engaged Xcel Capital Pty Ltd as the lead manager for the Placement (Lead Manager).

4. Resolutions 1(a) and 1(b) – Ratification of Prior Issue – Tranche 1 Placement Shares

4.1 General

On 27 June 2019 the Company issued:

• (a) 52,151,859 shares issued pursuant to the Company's Listing Rule 7.1 15% capacity; and
• (b) 34,767,906 shares issued pursuant to the Company's Listing Rule 7.1A 10% capacity,

to raise $1,477,636 (Tranche 1 Placement Shares).

Resolution 1(a) seeks Shareholder ratification pursuant to ASX Listing Rule 7.1 for the issue of the 52,151,859 Shares (7.1 Ratification).

Resolution 1(b) seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 34,767,906 Shares (7.1A Ratification).

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

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting at which the Shareholders approve the 10% placement facility. The 10% placement facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

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 7.1 Ratification and 7.1A Ratification:

• (a) 52,151,859 Shares at an issue price of $0.017 were issued under Listing Rule 7.1 and 34,767,906 Shares at an issue price of $0.017 were issued under Listing Rule 7.1A;
• (b) the Shares were issued to parties who participated in the Placement, as selected by the Directors in their discretion in conjunction with the Lead Manager of the Placement, being exempt investors pursuant to section 708 of the Corporations Act. None of the placement participants are related parties of the Company;
• (c) the Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
• (d) the Company intends to use the funds raised from the Tranche 1 Placement Shares to advance the development of the TECH Project and for working capital.

5. Resolution 2 – Approval of Share Issue – Tranche 2 Placement Shares

5.1 General

A summary of the Placement is set out in Section 3 above.

Resolution 2 seeks Shareholder approval for the issue of up to 35,247,578 Shares at an issue price of $0.017 per Share to raise up to $622,364.

The effect of Resolution 2 will be to allow the Company to issue the Shares 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.

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

5.2 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 Placement:

• (a) the maximum number of Shares to be issued under Resolution 2 is up to 35,247,578 at an issue price of $0.017;
• (b) the Shares 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) and it is intended that allotment will occur on the same date;
• (c) the Shares will be issued to parties who participated in the Placement, as selected by the Directors in their discretion in conjunction with the Lead Manager of the Placement, being exempt investors pursuant to section 708 of the Corporations Act. None of the placement participants are related parties of the Company;
• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
• (e) the Company intends to use the funds raised from the Shares to advance the development of the TECH Project and for working capital.

6. Resolution 3 – Approval of Share Issue to Related Party – Participation by Director in Placement

6.1 General

A summary of the Placement is in section 3 above.

Ariel Edward (Eddie) King wishes to participate in the Placement.

Resolution 3 seeks Shareholder approval for the issue of up to 1,362,058 Shares to Eddie King (or his nominee) arising from the participation by Eddie King in the Placement (Participation).

6.2 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 Participation will result in the issue of Shares which constitutes giving a financial benefit and Eddie King is a related party of the Company by virtue of being a Director.

The Directors (other than Eddie King who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Eddie King on the same terms and issue price as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

6.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party 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.

6.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

• (a) the Shares will be issued to Eddie King (or his nominee); and
• (b) the maximum number of Shares to be issued is 1,362,058;
• (c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rule);
• (d) the issue price will be $0.017 per Share, being the same as all other Shares issued under the Placement;
• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
• (f) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in Section 5.2(e).

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Eddie King (or his nominee) will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the "designated body" for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Business Day means:

• (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
• (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair or Chairman means the person appointed to chair the Meeting convened by this Notice.

Company means Pure Minerals Limited (ACN 125 368 658).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Lead Manager means Xcel Capital Pty Ltd.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Placement means the means the placement to sophisticated and professional investors of approximately 123,529,401 Shares at an issue price of $0.0017 per Share to raise up to approximately $2,100,000 (before costs) conducted by the Company in June 2019.

Proxy Form means the proxy form attached to the Notice.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

WST means Western Standard Time, being the time in Perth, Western Australia.

Xcel Capital Pty Ltd means Xcel Capital Pty Ltd (ACN 617 047 319).

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

ABN 61 125 368 658

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

PM1

Lodge your vote:

Online: www.investorvote.com.au

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

*S00000112Q01*

Vote online

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999

•

SRN/HIN: I9999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

XX

MR SAM SAMPLEFLAT 123THE SAMPLE HILLSAMPLE ESTATE	123 SAMPLE STREETSAMPLEVILLE VIC 3030		Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with 'X') should adviseyour broker of any changes.	I9999999999IND
	Proxy Form		Please mark		to indicate your directions
STEP 1		Appoint a Proxy to Vote on Your Behalf			XX
	the ChairmanORof the Meeting	I/We being a member/s of Pure Minerals Limited hereby appoint			PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).
STEP 2	Items of Business		or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto 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, andto the extent permitted by law, as the proxy sees fit) at the General Meeting of Pure Minerals Limited to be held at Suite 2, Level 1, 1 AltonaStreet, West Perth, Western Australia on Friday, 23 August 2019 at 11:00 am (WST) and at any adjournment or postponement of that meeting.PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
			behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	For	AgainstAbstain
Resolution 1a			Ratification of Prior Issue - Tranche 1 Placement Shares under Listing Rule 7.1 capacity
Resolution 1b			Ratification of Prior Issue - Tranche 1 Placement Shares under Listing Rule 7.1A capacity
Resolution 2		Approval of Share Issue – Tranche 2 Placement Shares
Resolution 3			Approval of Share Issue to Related Party - Participation by Director in Placement

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1	Securityholder 2			Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
ContactName		ContactDaytimeTelephone		Date	/	/