RAREX LIMITED — AGM Information 2016

Oct 23, 2016

==> picture [125 x 91] intentionally omitted <==

Clancy Exploration Limited A C N 1 0 5 5 7 8 7 5 6

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Suite 23, 513 Hay Street, Subiaco, Western Australia, on Wednesday, 30 November 2016 at 10am (WST)

The Notice of Annual General Meeting 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.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 6102 2609.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

‐ 1 ‐

CLANCY EXPLORATION LIMITED A C N 1 0 5 5 7 8 7 5 6

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Clancy Exploration Limited ( Company ) will be held at Suite 23, 513 Hay Street, Subiaco, Western Australia, on Wednesday, 30 November 2016 at 10am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the 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 on 28 November 2016 at 10am (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

Ordinary business

1. Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2016, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 – Remuneration Report

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

"That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

‐ 2 ‐

• (b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Election of Director – Mr Scott Patrizi

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

"That, for the purposes of clause 11.12 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Scott Patrizi, a Director who was appointed by the Board on 7 July 2016, retires and being eligible, is elected as a Director."

4. Resolution 3 – Election of Director – Mr David Scoggin

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

"That, for the purposes of clause 11.12 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr David Scoggin, a Director who was appointed by the Board on 31 March 2016, retires and being eligible, is elected as a Director."

5. Resolution 4 – Re-election of Director – Mr Evan Cranston

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

"That, for the purposes of clause 11.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Evan Cranston, a Director retires by rotation and being eligible, is re-elected as a Director."

6. Resolution 5 - Approval of 10% Placement Facility

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

"That in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

The Company will not disregard a vote if:

‐ 3 ‐

• (a) 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

• (b) it is cast by the Chairman 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. Resolution 6 – Approval of appointment of Auditor

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

“That for the purposes of section 327(B)(1)(b) of the Corporations Act and for all other purposes, Hall Chadwick WA Audit Pty Ltd, having consented in writing to act as auditor of the Company, is appointed as auditor of the Company with effect from the conclusion of this Meeting.”

8. Resolution 7 – Ratification of prior issue of 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 7.4 and for all other purposes, Shareholders ratify the issue of 250,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) it is cast by the Chairman 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.

9. Resolution 8 – Approval for issue of Attaching Options

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 250,000,000 Attaching Options to participants in the Placement on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue or who might obtain a benefit, except a benefit solely in the

‐ 4 ‐

capacity of a holder of ordinary securities if the Resolution is passed, and any associates of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) it is cast by the Chairman 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.

10. Resolution 9 – Approval for Evan Cranston to participate in the Capital Raising

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 10.11 and for all other purposes, Shareholders approve the issue of up to 100,000,000 Shares and 100,000,000 Attaching Options to Evan Cranston or his nominee on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Evan Cranston or his nominees or their associates.

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chair 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.

BY ORDER OF THE BOARD

==> picture [99 x 55] intentionally omitted <==

Rowan Caren Company Secretary Dated: 21 October 2016

‐ 5 ‐

CLANCY EXPLORATION LIMITED A C N 1 0 5 5 7 8 7 5 6

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 23, 513 Hay Street, Subiaco, Western Australia, on Wednesday, 30 November 2016 at 10am (WST) ( Meeting ).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolutions 2 and 3 – Election of Directors – Mr Scott Patrizi and Mr David Scoggin
Section 6	Resolution 4 – Re-election of Director – Mr Evan Cranston
Section 7	Resolution 5 – Approval of 10% Placement Facility
Section 8	Resolution 6 – Approval of appointment of Auditor
Section 9	Resolution 7 – Ratification of prior issue of Placement Shares
Section 10	Resolution 8 – Approval for issue of Attaching Options
Section 11	Resolution 9 – Approval for Evan Cranston to participate in the Capital Raising
Schedule 1	Definitions
Schedule 2	Equity Securities since 30 November 2015
Schedule 3	Terms and conditions of Options
Annexure A	Annexure A – Notice of Nomination of Auditor

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

‐ 6 ‐

2. Action to be taken by Shareholders

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

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) a member of the Company entitled to attend and vote at the 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.

3. Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2016.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at www.asx.com.au;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

‐ 7 ‐

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Part 2G.2, Division 9 of the Corporations Act provides Shareholders with the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2015 annual general meeting. If the Remuneration Report receives a Strike at this Meeting (2016 annual general meeting), Shareholders should be aware that if a second Strike is received at the 2017 annual general meeting, this may result in the reelection of the Board.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

‐ 8 ‐

5. Resolutions 2 and 3 – Elections of Directors – Mr Scott Patrizi and Mr David Scoggin

5.1 General

Clause 11.11 of the Constitution gives the Directors authority to appoint other Directors.

Mr Scott Patrizi was appointed by the Board as a Director on 7 July 2016.

Mr David Scoggin was appointed by the Board as a Director on 31 March 2016.

Clause 11.12 of the Constitution states that a Director appointed under clause 11.11 must retire at the next annual general meeting, and is eligible for reelection at that meeting. In addition, Listing Rule 14.4 provides that a Director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting.

Accordingly, Mr Patrizi and Mr Scoggin each resign as a Director at this annual general meeting and, being eligible, seek approval to be elected as Directors.

5.2 Mr Scott Patrizi

Mr Scott Patrizi is a Non-Executive Director of the Company.

Mr Patrizi is a corporate finance professional having been previously employed with Deloitte Touche Tohmatsu in Perth. He holds a Bachelor of Commerce from the University of Western Australia. During his time at Deloitte, Scott worked across a range of industries including mining, oil and gas, healthcare, education and private equity providing merger and acquisition, valuation and due diligence services.

Prior to Deloitte, he worked for Argonaut Limited, a full service advisory, stockbroking & research and investment house focussed on clients in the natural resources sector, where he gained significant equity capital market experience.

The Board has considered Mr Patrizi’s independence and considers that he is an independent Director.

5.3 Mr David Scoggin

Mr David Scoggin is a Non-Executive Director of the Company.

Mr Scoggin is a native of Santa Barbara, California and received his Bachelor of Arts from Princeton University, majoring in international relations and finance. He started his career in Tokyo and Hong Kong working as a proprietary trader for both Credit Agricole Indosuez and ING Barings. In 2000, he relocated to Australia where he started a 12 year period as a portfolio manager/senior trader managing hedge funds for Susquehanna International Group and Evolution Financial Group. He specialises in risk assessment, mergers and acquisition analysis, and has held several corporate advisory roles.

‐ 9 ‐

The Board has considered Mr Scoggin’s independence and considers that he is an independent Director.

5.4 Board recommendations

The Board (excluding Mr Patrizi) recommends that Shareholders vote in favour of Resolution 2.

The Board (excluding Mr Scoggin) recommends that Shareholders vote in favour of Resolution 3.

Resolutions 2 and 3 are ordinary resolutions.

The Chairman intends to exercise all available proxies in favour of Resolutions 2 and 3.

6. Resolution 4 – Re-election of Director – Mr Evan Cranston

6.1 General

Clause 11.3 of the Constitution requires that one-third of the Directors must retire at each annual general meeting (rounded down to the nearest whole number), and clause 11.4 provides that a retiring Director is eligible for reelection.

The Company currently has 3 Directors. Two of these Directors (Mr Scott Patrizi and Mr David Scoggin) are retiring and seeking election pursuant to Resolutions 2 and 3. Accordingly, the remaining Director, Mr Evan Cranston, must retire by rotation and, being eligible, seeks re-election.

6.2 Mr Evan Cranston

Mr Evan Cranston is a Non-Executive Director and Chairman of the Company.

Mr Cranston was appointed as a Director on 23 October 2014. Mr Cranston is a corporate lawyer with over 10 years’ experience specialising in corporate and mining law. Mr Cranston has broad experience in the areas of capital raisings, initial public offerings, tenement acquisition agreements, mineral rights agreements, joint ventures, mergers and acquisitions and corporate governance. He holds a Bachelor of Commerce and Bachelor of Laws from the University of Western Australia and was admitted as a barrister and solicitor of the Supreme Court of Western Australia.

Mr Cranston is currently an executive director of Attila Resources Limited and non-executive director of Carbine Resources Limited, Primary Gold Limited and Boss Resources Limited. Mr Cranston was a non-executive director of Cradle Resources Limited until 9 May 2016.

6.3

Board recommendations

The Board (excluding Mr Cranston) recommends that Shareholders vote in favour of Resolution 4.

‐ 10 ‐

Resolution 4 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 4.

7. Resolution 5 – Approval of 10% Placement Facility

7.1 General

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 ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. Based on the ASX closing price on 14 October 2016, the Company has a market capitalisation of approximately $7.8 million. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c) below).

7.2 Listing Rule 7.1A

• (a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the company.

The Company, as at the date of the Notice, has on issue two quoted classes of Equity Securities, Shares and Options.

• (c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

‐ 11 ‐

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with Shareholder approval under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without Shareholder approval;

(D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with Shareholder approval under Listing Rule 7.1 or 7.4.

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 2,607,540,408 Shares and therefore has capacity to issue:

• (i) 391,131,061 Equity Securities under Listing Rule 7.1, subject to Resolution 7 being passed by Shareholders; and

• (ii) subject to Shareholder approval being sought under Resolution 5, 260,754,041 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rules 7.1 and 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rules 7.1 and 7.1A.2 respectively (refer to Section 7.2(c)).

• (e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

‐ 12 ‐

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

7.3 Listing Rule 7.1A

The effect of Resolution 7 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

7.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares). There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

‐ 13 ‐

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

• (c) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice.

• (d) The table also shows:

• (i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price ($0.003 as at 14 October 2016).

Variable 'A' in Listing Rule 7.1A.2			Dilution
		$0.002 50% decrease in Issue Price	$0.003 Issue Price	$0.006 100% increase in Issue Price
Current Variable A 2,607,540,408 Shares	10% Voting Dilution	260,754,041 Shares	260,754,041 Shares	260,754,041 Shares
	Funds raised	$391,131	$782,262	$1,564,524
50% increase in current Variable A 3,911,310,612 Shares	10% Voting Dilution	391,131,061 Shares	391,131,061 Shares	391,131,061 Shares
	Funds raised	$586,697	$1,173,393	$2,346,786
100% increase in current Variable A 5,215,080,816 Shares	10% Voting Dilution	521,508,082 Shares	521,508,082 Shares	521,508,082 Shares
	Funds raised	$782,262	$1,564,524	$3,129,048

The above table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.

‐ 14 ‐

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.003, being the closing price of the Shares on ASX on 14 October 2016.

• (e) The Company will only issue the Equity Securities during the 10% Placement Period.

• (f) The Company may seek to issue the Equity Securities for the following purposes:

  • (i) non-cash consideration for the acquisition of new resources assets and investments, or for the continued exploration and development of the Company’s existing projects. In such circumstances the Company will provide a valuation of the noncash consideration as required by Listing Rule 7.1A.3; or

  • (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new resources assets or investments (including expenses associated with such acquisition such due diligence costs and external advisors) and continued exploration on the Company's current projects and working capital requirements.

• (g) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (h) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

  • (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

  • (ii) the effect of the issue of the Equity Securities on the control of the Company;

  • (iii) the financial situation and solvency of the Company; and

  • (iv) advice from corporate, financial and broking advisers (if applicable).

‐ 15 ‐

• (i) The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

• (j) The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 26 November 2015.

In the 12 months preceding the date of the 2016 annual general meeting and as at the date of this Notice, the Company has issued 3,739,330,695 Equity Securities and this represents 1,459% of the total number of Equity Securities on issue at the commencement of that 12 month period.

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of this Meeting are in Schedule 2.

• (k) A voting exclusion statement is included in the Notice.

• (l) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7.5 Board recommendations

The Board recommends that Shareholders vote in favour of Resolution 5.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairman intends to exercise all available proxies in favour of Resolution 5.

8. Resolution 6 – Approval of appointment of Auditor

8.1 Background

The Board has been satisfied with the services of Ernst & Young as auditor of the Company and thanks Ernst & Young for these services. However, given the relocation of the Company’s corporate base from Orange, New South Wales, to Perth, Western Australia, and the reduced scale and complexity of the Company’s operations, it was considered possible to reduce the Company’s compliance cost base by engaging a new auditor.

As a consequence, the Company requested Ernst & Young apply to ASIC under subsection 329(5) of the Corporations Act for consent to resign as auditor of the Company. Following ASIC approval of Ernst & Young’s resignation, the Board

‐ 16 ‐

appointed Hall Chadwick as auditor of the Company under section 327C of the Corporations Act.

Under section 327B of the Corporations Act, the Company must appoint an auditor of the Company to fill any vacancy in the office of auditor at the next AGM.

In accordance with section 328B of the Corporations Act, the Company has received written notice of nomination from a member of the Company for Hall Chadwick to be appointed as the Company’s auditor. A copy of the notice of nomination is attached to this Explanatory Memorandum as Annexure A.

Hall Chadwick has given its written consent to act as the Company’s auditor (subject to shareholder approval).

8.2 Board recommendations

The Board recommends that Shareholders vote in favour of Resolution 6.

Resolution 6 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 6.

9. Resolution 7 – Ratification of prior issue of Placement Shares

9.1 Background

On 11 October 2016, the Company announced a capital raising to raise a total of $350,000 (before costs) ( Capital Raising ).

The proceeds from the Capital Raising are intended to be used to continue exploration on the Company’s existing projects, identify a new project for the Company, working capital, and costs of the Capital Raising.

The Capital Raising is comprised of:

• (a) 250,000,000 Shares at $0.001 per Share issued to sophisticated or professional investors who are not related parties of the Company ( Placement Shares );

• (b) 250,000,000 Options exercisable at $0.004 each on or before 9 May 2019, issued on a free-attaching basis to the Placement Shares ( Attaching Options );

• (c) 100,000,000 Shares at $0.001 per Share issued to Evan Cranston or his nominee ( Related Party Shares ); and

• (d) 100,000,000 Options exercisable at $0.004 each on or before 9 May 2019, issued on a free-attaching basis to the Related Party Shares ( Related Party Options ).

On 12 October 2016 the Company announced the issue of the Placement Shares under Listing Rule 7.1.

‐ 17 ‐

Resolutions 8 and 9 seek the approval for the issue of the Attaching Options, Related Party Shares and Related Party Options.

9.2

Listing Rule 7.1

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.

9.3 Listing Rule 7.4

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

The effect of Resolution 7 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

9.4

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• (a) the total number of Placement Shares issued was 250,000,000;

• (b) the Placement Shares were issued at $0.001 per Share (plus one free Attaching Option for every Placement Share issued, subject to and conditional on the Shareholder approval being sought pursuant to Resolution 8);

• (c) the Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (d) the Placement Shares were issued to overseas or sophisticated investors, none of whom is a related party of the Company;

• (e) the proceeds from the issue of the Placement Shares are intended to be used to identify a new project for the Company, working capital, and costs of the Capital Raising; and

• (f) a voting exclusion statement is included in the Notice.

9.5 Board recommendations

The Board recommends that Shareholders vote in favour of Resolution 7.

Resolution 7 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 7.

‐ 18 ‐

10. Resolution 8 – Approval for issue of Attaching Options

10.1 General

Resolution 8 seeks Shareholder approval for the issue of the Attaching Options, which comprise part of the Capital Raising described in Section 9.1.

10.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 9.2 above.

The effect of Resolution 8 will be to allow the Company to issue the Attaching 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.

10.3

Specific information required by Listing Rule 7.3

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

• (a) the maximum number of Options to be issued as Attaching Options is 250,000,000;

• (b) the Attaching 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 Listing Rules);

• (c) the Attaching Options will have an issue price of nil as they are proposed to be issued on a free-attaching basis to the Placement Shares;

• (d) the Attaching Options will be issued to the persons who were issued Placement Shares;

• (e) the Attaching Options will be in the same class as the Company’s existing class of quoted Options, exercisable at $0.004 each on or before 9 May 2019, and otherwise on the terms and conditions in Schedule 3;

• (f) no funds will be raised from the issue of the Attaching Options;

• (g) it is intended that the Attaching Options will be issued as soon as practicable after the date of the Meeting and will be issued on the same date;

• (h) a voting exclusion statement is included in the Notice.

10.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 8.

Resolution 8 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 8.

‐ 19 ‐

11. Resolution 9 – Approval for Evan Cranston to participate in the Capital Raising

11.1 General

Resolution 9 seeks Shareholder approval for the issue of the Related Party Shares and Related Party Options which comprise part of the Capital Raising described in Section 9.1.

11.2 Chapter 2E of the Corporations Act and Listing Rule 10.11

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.

Mr Evan Cranston is a related party of the Company by virtue of his position as a

Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Related Party Shares and Related Party Options because they would be issued on the same terms as the Placement Shares and the Attaching Options issued (or to be issued) to non-related party participants in the Capital Raising. As such, the giving of the financial benefit is considered to be on arm's length terms.

The effect of Resolution 9 will be to allow Evan Cranston to participate in the Capital Raising for up to a total of 100,000,000 Related Party Shares and 100,000,000 Related Party Options.

11.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the following information is provided in relation to the Related Party Shares and Related Party Options:

• (a) the Related Party Shares and Related Party Options are proposed to be issued to Evan Cranston or his nominee;

• (b) the maximum number of Related Party Shares to be issued is 100,000,000 and the maximum number of Related Party Options to be issued is 100,000,000;

• (c) the Related Party Shares and Related Party Options 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 Listing Rules);

‐ 20 ‐

• (d) the Related Party Shares will be issued at an issue price of $0.001 per Share, and the Related Party Options will be issued on a free-attaching basis;

• (e) the Related Party Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (f) the Related Party Options will be in the same class as the Company’s existing class of quoted Options, exercisable at $0.004 each on or before 9 May 2019, and otherwise on the terms and conditions in Schedule 3;

• (g) the proceeds from the issue of the Related Party Shares are intended to be used to identify a new project for the Company, working capital, and costs of the Capital Raising. No funds will be raised by the issue of the Related Party Options; and

• (h) a voting exclusion statement is included in the Notice.

11.4 Board recommendation

The Board (excluding Evan Cranston) recommends that Shareholders vote in favour of Resolution 9.

Resolution 9 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 9.

‐ 21 ‐

Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 7.1.

10% Placement Period has the meaning given in Section 7.2(f).

Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2016.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Attaching Options has the meaning given in Section 9.1.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Capital Raising has the meaning given in Section 9.1.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party means:

• (a) a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Clancy Exploration Limited (ACN 105 578 756).

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Hall Chadwick means Hall Chadwick WA Audit Pty Ltd (ACN 608 776 834).

‐ 22 ‐

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of annual general meeting.

Option means an option to acquire a Share.

Placement Shares has the meaning given in Section 9.1.

Proxy Form means the proxy form attached to the Notice.

Related Party Options has the meaning given in Section 9.1.

Related Party Shares has the meaning given in Section 9.1.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

Trading Day has the meaning given in the Listing Rules.

VWAP means volume weighted average price .

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

‐ 23 ‐

Schedule 2 – Issues of Equity Securities since 30 November 2015

No.	Date of Issue	Number of Securities	Type of Security	Recipient of Securities	Issue Price and details of any discount	Consideration & Use of Funds as at the date of this Notice
1.	12/10/16	250,000,000	Shares1	Sophisticated and professional investors who are not related parties of the Company	$0.001 per Share, representing a discount of 67% to the closing market price on the date of issue ($0.003)	Consideration:Cash ($250,000). Funds spent to date:No funds have been spent as at the date of this Notice. Proposed use of funds: Identification of a new project for the Company, working capital and costs of the issue.2
2.	30/06/16	53,038,240	Options3	Participants in the offer under the Prospectus dated 8 April 2016	Nil	Consideration:Issued on a “free-attaching” basis to the Shares issued as described in item 3 below. Current value:$106,0764
3.	30/06/16	159,114,718	Shares1	Participants in the offer under the Prospectus dated 8 April 2016	$0.001 per Share, representing a discount of 50% to the closing market price on the date of issue ($0.002).	Consideration:Cash ($159,114). Funds spent to date:No funds have been spent as at the date of this Notice. Use of remaining funds: Identification of a new project for the Company, working capital and costs of the issue.2
4.	26/05/16	12,812,720	Options3	Participants in the Share placement summarised in item 5 below	Nil	Consideration:Issued on a “free-attaching” basis to the Shares issued as described in item 8 below. Current value:$25,6254
5.	26/05/16	687,615,952	Options3	Sub-underwriters of the offer under the Prospectus dated 8 April 2016	Nil	Consideration:Issued for consideration for the sub- underwriting of the offer under the Prospectus dated 8 April 2016 Current value:$1,375,2324
6.	10/05/16	634,577,767	Options3	Participants in the offer under the Prospectus dated 8 April 2016	Nil	Consideration:Issued on a “free-attaching” basis to the Shares issued as described in item 7 below. Current value:$1,269,1564
7.	10/05/16	1,903,733,139	Shares1	Participants in the offer under the Prospectus dated 8 April 2016	$0.001 per Share, representing a discount of 50% to the closing market price on the date of issue ($0.002).	Consideration:Cash ($1,903,733). Funds spent to date: Approximately $526,000 have been spent as at the date of this Notice.

‐ 24 ‐

No.	Date of Issue	Number of Securities	Type of Security	Recipient of Securities	Issue Price and details of any discount	Consideration & Use of Funds as at the date of this Notice
						Use of funds:Continued exploration on the Company’s existing projects, identification of a new project for the Company, working capital and costs of the issue. Use of remaining funds: Identification of a new project for the Company, working capital and costs of the issue.2
8.	13/04/2016	38,438,159	Shares1	Sophisticated and professional investors who are not related parties of the Company	$0.001 per Share, representing a discount of 46% to the closing market price on the date of issue ($0.0187).	Consideration:Cash ($38,438). Funds spent to date:All funds have been spent as at the date of this Notice. Use of funds:Continued exploration on the Company’s existing projects, identification of a new project for the Company, working capital and costs of the issue.

Notes

• (1) Shares are fully paid ordinary shares in the Company ranking equally in all respect with the existing issued Shares in the Company.

• (2) This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

• (3) Quoted Options exercisable at $0.004 each on or before 9 May 2019.

• (4) The current value is based on the closing price of the Company’s quoted Options ($0.002) on 14 October 2016.

‐ 25 ‐

Schedule 3 – Terms and conditions of Options

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price

Subject to paragraph 11, the amount payable upon exercise of each Option will be $0.004 ( Exercise Price ).

3. Expiry Date

Each Option will expire at 5.00pm (AEST) 3 years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

5. Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

6. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

7. Quotation

The Options will form a class of Options quoted on ASX.

8. Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

9. Timing of issue of Shares on exercise

After an Option is validly exercised, the Company must, within, 30 business days of receipt of the Notice of Exercise and receipt of cleared funds equal to the Exercise Price of the exercised Option:

• (a) issue the Share; and

• (b) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 10 business days after issuing the Share.

‐ 26 ‐

10. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

11. Reconstruction of capital

In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the Expiry Date of the Options, all rights of the Option holder will be varied in accordance with the Listing Rules.

12. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

13. Change in exercise price

There will be no change to the Exercise Price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a prorata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

14. Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder would have received if the holder of the Options had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Option Exercise Price.

15. Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

‐ 27 ‐

Annexure A – Notice of Nomination of Auditor

18 October 2016

Mr Evan Cranston Chairman Clancy Exploration Limited Suite 23, 513 Hay Street Subiaco WA 6008

Dear Mr Cranston

Notice of Nomination of Auditor

I am a member of Clancy Exploration Limited (ACN 105 578 756) ( Company ).

I hereby nominate Hall Chadwick WA Audit for appointment as the auditor of the Company pursuant to section 328B of the Corporations Act 2001 (Cth) ( Act ).

In accordance with section 328B of the Act, please send a copy of this notice to Hall Chadwick WA Audit and any person entitled to receive notice of general meetings of the Company.

Yours sincerely

==> picture [99 x 55] intentionally omitted <==

Rowan Caren

‐ 28 ‐

CLANCY EXPLORATION LIMITED

REGISTERED OFFICE:

SUITE 23 513 HAY STREET SUBIACO WA 6008

ACN: 105 578 756

SHARE REGISTRY: Security Transfer Australia Pty Ltd All Correspondence to: PO BOX A2020 South Sydney NSW 1235 The Trust Building, Suite 511 155 King Street Sydney NSW 2000 AUSTRALIA T: +61 3 9628 2200 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code:

CLY

Holder Number:

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

Lodge your proxy vote securely at www.securitytransfer.com.au

VOTE

1. Log into the Investor Centre using your holding details.

ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

==> picture [337 x 31] intentionally omitted <==

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to 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 Proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am WST on Wednesday 30 November 2016 at Suite 23, 513 Hay Street, Subiaco, Western Australia and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTION

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel which includes the Chair.

RESOLUTION	RESOLUTION	For	Against Abstain*	Against Abstain*			For	Against Abstain*	Against Abstain*
1.	Remuneration Report				7.	Ratification of prior issue of Placement Shares
2.	Election of Director - Mr Scott Patrizi				8.	Approval for issue of Attaching Options
3.	Election of Director - Mr David Scoggin				9.	Approval for Evan Cranston to participate in the Capital Raising
4.	Re-election of Director - Mr Evan Cranston
5.	Approval of 10% Placement Facility
6.	Approval of appointment of Auditor

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, 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.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 10:00am WST on Monday 28 November 2016. + CLYPX1301116 1 1 CLY CLYPX1301116

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX A2020 South Sydney NSW 1235 AUSTRALIA Street Address The Trust Building, Suite 511 155 King Street SYDNEY NSW 2000 AUSTRALIA Telephone +61 3 9628 2200 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.