RAREX LIMITED — Proxy Solicitation & Information Statement 2016

Apr 14, 2016

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CLANCY EXPLORATION LIMITED ACN 105 578 756

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Suite 23, 513 Hay Street, Subiaco, Western Australia

on Friday, 20 May 2016 at 10am (AWST).

The Notice of 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

Clancy Exploration Limited 3 Corporation Place Orange NSW 2800 Ph: 02 6361 1285 Fax: 02 6361 1202 ACN: 105 578 756

A C N 1 0 5 5 7 8 7 5 6

CLANCY EXPLORATION LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of Shareholders of Clancy Exploration Limited ( Company ) will be held at Suite 23, 513 Hay Street, Subiaco, Western Australia on Friday 20 May 2016 at 10am (AWST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters 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 on Wednesday 18 May 2016 at 4pm (AWST).

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

AGENDA

1. Resolution 1 – 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 38,438,159 Shares 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 associate or nominee of such a person) who participated in the issue of the Shares.

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.

2. Resolution 2 – Approval to issue Placement Options

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

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“That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 12,812,720 Options on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution a person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any 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.

3. Resolution 3 – Approval to issue Sub-Underwriting Commitment 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 up to 687,615,952 Options to the SubUnderwriters of the Entitlement Offer (or their respective nominees) as arranged by the Underwriter on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Underwriter, the Sub-Underwriters or their respective nominees and any of their associates.

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.

4. Resolution 4 – Approval of participation of Mr Nathan Featherby in the Shortfall Offer

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

“That for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 200,000,000 Shares and 66,666,667 Options to Mr Nathan Featherby or his nominee pursuant to the Shortfall Offer and on the terms and conditions set out in the Explanatory Memorandum.”

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Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Nathan Featherby or his nominee and any of his 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 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.

BY ORDER OF THE BOARD

Rowan Caren Company Secretary

Dated: 14 April 2016

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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 Friday 20 May 2016 at 10am (AWST).

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:	Resolution 1 – Ratification of prior issue of Placement Shares
Section 4:	Resolution 2 – Approval to issue Placement Options
Section 5:	Resolution 3 – Approval to issue Sub-Underwriting Commitment Options
Section 6	Resolution 4 – Approval of participation of Nathan Featherby in the Shortfall Offer
Schedule 1:	Definitions
Schedule 2:	Terms and conditions of Options

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

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:

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• (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.

The Chair intends to exercise all available proxies in favour of all Resolutions.

3. Resolution 1 – Ratification of prior issue of Placement Shares

3.1 Background

On 11 April 2016, the Company announced that it has agreed to issue 38,438,159 Shares at $0.001 per Share ( Placement Shares ) to sophisticated and professional investors who are not related parties of the Company. The issue of the Placement Shares raised approximately $38,438 (before costs).

The participants in the placement are entitled to be issued 1 free attaching Option for every 3 Placement Shares ( Placement Options ).

3.2

General

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 for the issue of the 38,438,159 Placement Shares.

3.3

Listing Rule 7.4

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 Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

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 Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purposes of Listing Rule 7.1.

The effect of Shareholders passing Resolution 1 by ratifying the issue of the Placement Shares will be to restore the Company’s ability to issue further securities, to the extent of 38,438,159 Equity Securities, during the next 12 months.

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3.4 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) 38,438,159 Shares were issued on 13 April 2016.

• (b) The Placement Shares were issued at $0.001 per Share, with an entitlement to be issued one free attaching Option for every three Placement Shares subscribed for.

• (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 allotted to sophisticated and professional investors who are not related parties of the Company.

• (e) The proceeds from the issue of the Placement Shares will be used to progress exploration on the Company's existing projects, general working capital costs incurred by the Company and for potential new acquisitions that have the capacity to add significant long-term Shareholder value.

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

The Board recommends that Shareholders vote in favour of Resolution 1.

Resolution 1 is an ordinary resolution.

4. Resolution 2 – Approval to issue Placement Options

4.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 12,812,720 Placement Options to the subscribers of the Placement Shares on the basis of one free Placement Option for every three Placement Shares subscribed for.

4.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.3.

The effect of Resolution 2 will be to allow the Company to issue the Placement Options during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

4.3 Technical 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 issue of the Placement Options:

• (a) a maximum of 12,812,720 Options are to be issued as Placement Options;

• (b) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

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• (c) the Placement Options are free-attaching to the Placement Shares issued and therefore will be issued at an issue price of nil;

• (d) the Placement Options will be issued to the subscribers of the Placement Shares;

• (e) the terms and conditions of the Placement Options are in Schedule 2;

• (f) it is intended that the Placement Options will be issued on or about 9 May 2016; and

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

The Board recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 2.

5. Resolution 3 – Approval to issue Sub-Underwriting Commitment Options

5.1 Background

On 11 April 2016 the Company announced a Prospectus pursuant to which it is undertaking a renounceable entitlement offer on the basis of seven new Shares for every one Share held on the record date, at an issue price of $0.001 per new Share to raise a total of $2,062,847 (before costs) ( Entitlement Offer ). One free-attaching Option will be issued to participants in the Entitlement Offer for every three Shares issued.

The Entitlement Offer is conditionally underwritten by Patersons Securities ( Underwriter ). The terms and conditions of the underwriting agreement are summarised in the Prospectus.

The Company has also agreed to issue up to 687,615,952 Options exercisable at $0.004 each expiring 3 years from the date of issue ( Sub-Underwriting Commitment Options ) to sub-underwriters of the Entitlement Offer arranged by the Underwriter ( Sub-underwriters ).

5.2 General

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue up to 687,615,952 Sub-Underwriting Commitment Options to the Sub-Underwriters.

5.3

Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.3.

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

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5.4 Technical 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 issue of the Sub-Underwriting Commitment Options:

• (a) 687,615,952 Options are to be issued as Sub-Underwriting Commitment Options;

• (b) the Sub-Underwriting Commitment Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

• (c) the Sub-Underwriting Commitment Options will be issued to Subunderwriters in consideration for the sub-underwriting of the Entitlement Offer and therefore will have an issue price of nil;

• (d) the Sub-Underwriting Commitment Options will be issued to the SubUnderwriters or their respective nominees;

• (e) the terms and conditions of the Sub-Underwriting Commitment Options are in Schedule 2;

• (f) as the Sub-Underwriting Commitment Options are proposed to be issued in consideration for the sub-underwriting of the Entitlement Offer, no funds will be raised from the issue;

• (g) it is intended that the Sub-Underwriting Commitment Options will be issued on or about 9 May 2016; and

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

The Board recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 3.

6. Resolution 4 – Approval of participation of Nathan Featherby in the Shortfall Offer

6.1 General

As summarised in Section 5.1, the Company is undertaking an Entitlement Offer.

Any entitlements not subscribed for under the Entitlement Offer will be offered pursuant to the Shortfall Offer, on the same terms and conditions as the Entitlement Offer.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 for Mr Nathan Featherby, a Director, to subscribe for up to 200,000,000 Shares and up to 66,666,667 Options pursuant to the Shortfall Offer.

6.2 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

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The effect of passing Resolution 4 will be to permit the Company to issue up to 200,000,000 Shares and 66,666,667 Options to Mr Nathan Featherby or his nominee under the Shortfall Offer ( Director Shortfall Securities ).

As Shareholder approval is sought for the purposes of Listing Rule 10.11, Shareholder approval will not be required under Listing Rule 7.1.

6.3 Chapter 2E

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 Nathan Featherby is a related party of the Company by virtue of his position as 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 Director Shortfall Securities pursuant to Resolution 4 because the Director Shortfall Securities would be issued on the same terms as the other Shares and Options are issued to non-related party participants in the Shortfall Offer and the Entitlement Offer. As such, the giving of the financial benefit is considered to be on arm's length terms.

6.4 Technical 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 possible issue of Director Shortfall Securities under Resolution 4:

• (a) the Director Shortfall Securities are proposed to be issued to Mr Nathan Featherby or his nominees;

• (b) the maximum number of Director Shortfall Securities to be issued is up to 200,000,000 Shares and 66,666,667 Options to Mr Nathan Featherby or his nominee;

• (c) the Director Shortfall Securities 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 Listing Rules);

• (d) the issue price of the Director Shortfall Securities will be $0.001 per Share, and each Option will be free-attaching;

• (e) the Shares issued as Director Shortfall Securities 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. The Options issued as Director Shortfall Securities will be on the terms and conditions in Schedule 2;

• (f) the funds raised from the issue of the Director Shortfall Securities will be a maximum of $200,000, before costs. The Company intends to use the funds

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raised from the issue of the Director Shortfall Securities to progress exploration on the Company's existing projects, general working capital costs incurred by the Company and for potential new acquisitions that have the capacity to add significant long-term Shareholder value. A detailed use of funds for all funds raised pursuant to the Entitlement Offer and Shortfall Offer is in the Prospectus; and

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

The Board, except for Mr Nathan Featherby, recommends that Shareholders vote in favour of Resolution 4.

Resolution 4 is an ordinary resolution.

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

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Schedule 1 - Definitions

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

$ means Australian Dollars.

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

AWST means Australian Western Standard Time.

Board means the board of Directors of the Company.

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

Company means Clancy Exploration Limited ACN 105 578 756.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Shortfall Securities has the meaning given in Section 6.2.

Entitlement Offer has the meaning given in Section 5.1.

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.

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 general meeting.

Option means the right to acquire one Share in the capital of the Company.

Patersons Securities means Patersons Securities Limited ACN 008 896 311.

Placement has the meaning given in Section 3.1.

Placement Options has the meaning given in Section 3.1.

Placement Shares has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

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.

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Shareholder means a shareholder of the Company.

Shortfall Offer means the offer of entitlements not subscribed for under the Entitlement Offer.

Sub-Underwriters has the meaning given in Section 5.1.

Sub-Underwriting Commitment Options has the meaning given in Section 5.1.

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Schedule 2 – 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.

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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 pro-rata 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.

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REGISTERED OFFICE:

CLANCY EXPLORATION LIMITED

3 CORPORATION PLACE ORANGE NSW 2800

ACN: 105 578 756

SHARE REGISTRY:

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PROXY FORM

Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: CLY

Holder Number: «HOLDER_NUM

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.

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

«ONLINE 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

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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 General Meeting of the Company to be held at 10:00am AWST on Friday 20 May 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. RESOLUTION For

For Against Abstain*

1.	Ratification of prior issue of Placement Shares
2.	Approval to issue Placement Options

1. Approval to issue Sub-Underwriting Commitment Options

2. Approval of participation of Nathan Featherby in the Shortfall Offer

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 Registrars Pty Ltd no later than 10:00am AWST on Wednesday 18 May 2016.

• CLYPX2200516

2

CLYPX2200516

CLY

1

My/Our contact details in case of enquiries are:

Name:

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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.

Number:

( )

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 Registrars 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 Registrars Pty Ltd Online www.securitytransfer.com.au

Postal Address PO BOX 535 Applecross WA 6953 AUSTRALIA Street Address Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 AUSTRALIA Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars 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 Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.