REACH RESOURCES LIMITED — AGM Information 2016

Oct 27, 2016

CERVANTES CORPORATION LIMITED ACN 097 982 235

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 3:15 pm WST

DATE: 29 November 2016

• PLACE: Royal Perth Golf Club, Labouchere Road, South Perth, WA 6151
• DRESS POLICY: Royal Perth Golf Club requires all members, guests and visitors to be dressed in smart casual. Denim, t-shirts, thongs and runners are not permitted. Men"s shirts must be tucked in. These dress standards also apply to service providers. Admittance to the venue will be refused to those not adhering to the dress policy.

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm WST on 27 November 2016.

CHAIRMAN'S LETTER

Dear Shareholder,

The Company has not only weathered a very tumultuous 2 year downturn in market conditions for junior companies, especially in the commodities sector, but the Board has successfully guided the Company from an industrial company to an exploration company without the excessive requirements of consolidation, and capital raising at $0.20.

The Board has also been extremely prudent throughout this downturn, not only in their own remuneration, but also in the costs of administration of the Company, indeed the Company may be one of the lowest cost companies on the ASX.

As a result of the successful transition to an exploration company, the Board has selectively acquired strategically located nickel/gold exploration permits in the extremely active Fraser Range area, dominated by the Sirius/Independence Group Nova nickel discovery, as well as gold permits in Meekatharra immediately adjoining the Thundelarra Garden Gulley permits, which are currently undergoing follow up drilling, as a result of what Thundelarra describes as, "spectacular intercepts".

The Board recently announced the conditional acquisition of a further new permit in Meekatharra, which incorporates an old historical mine known as the Albury Heath, and also applied for a further 5 new permits surrounding that mine. Our consultants are currently collecting all of the historical records and will create a report for release to the market in the very near future regarding the overall potential of the mine, the area, and will incorporate the previous drilling results, reports and maps.

The Company continues to assess further advanced gold projects with the objective of creating possible short term cash flows, if the ideal project materialises, and is successfully secured on favourable terms, we will immediately make the necessary announcements to the market.

As you would by now be aware, the Company has initiated a rights issue (Rights Issue) to raise funds to exploit these projects, and you should have by now received all of the documentation. Rights issues are a very expensive process for the Company, in lieu of placements via broking houses to section 708 (sophisticated) investors, but the Board believes it is a method whereby existing Shareholders have first right to take up the Shares below the market price, and avoid dilution. Any shortfall not taken up by existing Shareholders will be offered to non-shareholders. The offer price is $0.01 per share.

We believe the Company is well positioned to take advantage of the increased interest in gold, and gold exploration companies, especially in Western Australia, considered by many as being a safe and supportive State for exploration and mining.

We hope you will support the Company in regards to its Rights Issue and we look forward to seeing you at the Annual General Meeting.

Collin Vost Managing Director

BUSINESS OF THE MEET ING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the director"s report, the Remuneration Report and the auditor"s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2016."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
• (b) the voter is the Chair and the appointment of the Chair as proxy:
  • (i) does not specify the way the proxy is to vote on this Resolution; and
  • (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JUSTIN VOST

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

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Vost, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 – PLACEMENT OF 25,000,000 SHARES

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Shares on the terms and conditions set out in the Explanatory Statement."

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

Dated: 28 October 2016

By order of the Board

Collin Vost Managing Director

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member"s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6436 2300.

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors" report, the Remuneration Report and the auditor"s report.

The Company will not provide a hard copy of the Company"s annual financial report to Shareholders unless specifically requested to do so. The Company"s annual financial report is available on its website at www.cervantescorp.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company"s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company"s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors" report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company"s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company"s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JUSTIN VOST

3.1 General

ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director"s appointment or 3 year, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Vost, who has served as a director since 23 November 2011 and was last reelected on 27 November 2014, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Vost has a diploma in Financial Markets and is currently involved in the Capital Markets. Mr Vost also has experience in mining, manufacturing and business management within Australia and overseas. Mr Vost is also a Non-Executive Director of Baraka Energy & Resources Limited and JV Global Limited.

3.3 Independence

If elected the board considers Mr Vost will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Mr Vost and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – PLACEMENT OF 25,000,000 SHARES

4.1 Background

The Company has recently acquired two exploration project areas in Meekatharra and the Fraser Range of Western Australia and is continuing to seek out new projects for joint venture or acquisition (Potential Acquisition). The consideration for any Potential Acquisition has not been negotiated and therefore the Company is seeking approval for a placement of shares for either cash or non-cash consideration up to a maximum of 25,000,000 Shares.

4.2 General

This Resolution seeks Shareholder approval for the issue of up to 25,000,000 Shares. The Company seeks this approval for the purpose of enabling the Company to be able to issue Shares as consideration for any Potential Acquisition undertaken or for a capital raising by the Company during the three months after the approval of this Resolution.

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

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

While the Company continues to consider a Potential Acquisition or ways to increase its interest in its existing projects, as at the date of this Notice, the Company does not have any transaction on foot for which these Shares would be utilised.

4.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to this Resolution:

• (a) the maximum number of Shares to be issued is up to 25,000,000;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the Shares are proposed to be issued for either cash or non-cash consideration, whereby the following will apply:

  • (i) for non-cash consideration, for any Potential Acquisition of which the Company is able to negotiate share consideration. In accordance with the Listing Rules, the issue price will be a deemed issue price of not less than 80% of the volume weighted average price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made. The Company will, at the time of announcing any acquisition, outline the method of calculating the consideration to ensure that the price for the Shares issued is in accordance with the Listing Rules; or
  • (ii) for cash consideration, the issue price will be not less than 80% of the volume weighted average price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;

• (d) if the Shares are issued for non-cash consideration for any Potential Acquisition, they may only be issued to unrelated third party vendors upon the Company being able to negotiate a suitable transaction;

• (e) if the Shares are issued for cash consideration as part of a capital raising, the Directors will determine whom the Shares will be issued but these persons will not be related parties of the Company;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company"s existing Shares; and

• (g) if the Shares are issued for non-cash consideration, the Company intends to issue the Shares as consideration for any Potential Acquisition of a suitable project and therefore no funds will be raised from the Placement.

• (h) if the Shares are issued for cash consideration, the Company intends to use the funds raised from the Placement towards the consideration for any Potential Acquisition and/or working capital for the Company.

GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year"s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• (b) a child of the member"s spouse;
• (c) a dependent of the member or the member"s spouse;
• (d) anyone else who is one of the member"s family and may be expected to influence the member, or be influenced by the member, in the member"s dealing with the entity;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of "closely related party" in the Corporations Act.

Company means Cervantes Corporation Limited (ACN 097 982 235).

Constitution means the Company"s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director"s report section of the Company"s annual financial report for the year ended 30 June 2016.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

PROXY FORM

CERVANTES CORPORATION LIMITED ACN 097 982 235

ANNUAL GENERAL MEETING

I/We
of:
being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
OR:	the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair"s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 3:15 pm WST, on 29 November 2016 at Royal Perth Golf Club, Labouchere Road, South Perth, WA 6151, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

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 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR'S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Justin Vost
Resolution 3	Approval of Placement of Shares

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:		%
Signature of Shareholder(s):
Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director/Company Secretary	Director	Director/Company Secretary
Date:
Contact name:		Contact ph (daytime):
E-mail address:		Consent for contact by e-mailin relation to this Proxy Form:YESNO

Instructions for completing Proxy Form

• 1. (Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder"s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
• 1. (Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. (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 should sign.
• (Power of attorney): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
• (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
• 1. (Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy"s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
• 1. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
  • (a) post to Cervantes Corporation Limited, P.O. Box 1196 South Perth, WA 6951; or
  • (b) facsimile to the Company on facsimile number +61 8 9367 2450; or

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.