REDIVIUM LIMITED — AGM Information 2018

Sep 16, 2018

HANNANS LTD

ACN 099 862 129 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30am DATE : Thursday, 25 October 2018 PLACE : Conference Room (Ground Floor) London House 216 St Georges Terrace Perth WA 6000

The Hannans 2018 Annual Report can be viewed at www.hannansreward.com

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 4pm on 23 October 2018.

C O N T E N T S
Glossary	1
Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	3
Schedule 1 – Issues of Equity Securities since 27 October 2017	7
Proxy Form	Attached
I M P O R T A N T I N F O R M A T I O N

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 9324 3388.

G L O S S A R Y

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 5.1.

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.

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 Hannans Ltd (ACN 099 862 129).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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

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.

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

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 2018.

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.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A.2. WST means Western Standard Time as observed in Perth, Western Australia.

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BUSINESS OF THE MEETI NG

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 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 2018.” 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 – JONATHAN MURRAY

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 and for all other purposes, Jonathan Murray, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – CLAY GORDON

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 and for all other purposes, Clay Gordon, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company will 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.

6. RESOLUTION 5 – PLACEMENT – 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 that number of Shares, when multiplied by the issue price, will raise up to $5,000,000 on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 5 September 2018

By order of the Board

Damian Hicks Executive Director

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E X P L ANAT ORY S T AT E M E NT

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 2018 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.hannansreward.com.
2.	RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1	General		remuneration report and at the first of those annual general meetings a
	The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted		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.
	must be put to the shareholders. However, such a resolution is		If more than 50% of votes cast are in favour of the Spill Resolution, the
	advisory only and does not bind the company or the directors of the		company must convene a shareholder meeting (Spill Meeting) within
	company.		90 days of the second annual general meeting.
	The remuneration report sets out the company’s remuneration		All of the directors of the company who were in office when the
	arrangements for the directors and senior management of the		directors' report (as included in the company’s annual financial report
	company. The remuneration report is part of the directors’ report		for the most recent financial year) was approved, other than the
	contained in the annual financial report of the company for a financial		managing director of the company, will cease to hold office
	year.		immediately before the end of the Spill Meeting but may stand for re-
	The chair of the meeting must allow a reasonable opportunity for its		election at the Spill Meeting.
	shareholders to ask questions about or make comments on the		Following the Spill Meeting those persons whose election or re-
	remuneration report at the annual general meeting.		election as directors of the company is approved will be the directors
2.2	Voting consequences		of the company.
	A company is required to put to its shareholders a resolution proposing	2.3	Previous voting results
	the calling of another meeting of shareholders to consider the		At the Company’s previous annual general meeting the votes cast
	appointment of directors of the company (Spill Resolution) if, at		against the remuneration report considered at that annual general
	consecutive annual general meetings, at least 25% of the votes cast		meeting were less than 25%. Accordingly, the Spill Resolution is not
	on a remuneration report resolution are voted against adoption of the		relevant for this Annual General Meeting.
3.	RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JONATHAN MURRAY
3.1	General		During the past 3 years Mr Murray served as a director of the following
	The Constitution sets out the requirements for determining which		listed companies:
	Directors are to retire by rotation at an annual general meeting.		* Denotes current directorship
	Jonathan Murray, who has served as a director since 2010 and was		� Vietnam Industrial Investments Limited*
	last re-elected on 25 November 2016, retires by rotation and seeks re- election.		� Peak Resources Limited*
3.2	Qualifications and other material directorships	3.3	Independence
	Mr Murray is a partner at law firm Steinepreis Paganin, based in Perth, Western Australia. Since joining the firm in 1997, he has gained		If elected the board considers Mr Murray will be a non-independent director.
	significant experience in advising on initial public offers and secondary	3.4	Board recommendation
	market capital raisings, all forms of commercial acquisitions and divestments and providing general corporate and strategic advice.		The Board supports the re-election of Jonathan Murray and recommends that Shareholders vote in favour of Resolution 2.
	Mr Murray graduated from Murdoch University in 1996 with a Bachelor
	of Laws and Commerce (majoring in Accounting). He is also a
	member of FINSIA (formerly the Securities Institute of Australia).
4.	RESOLUTION 3 – RE-ELECTION OF DIRECTOR – CLAY GORDON
4.1	General		involved in the assessment and marketing of mineral projects. He is a
	The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.		Member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists.
	Clay Gordon, who has served as a director since 2016 retires by rotation and seeks re-election.		During the past 3 years Mr Gordon served as a director of Primary Gold Ltd.
4.2	Qualifications and other material directorships	4.3	Independence
	Mr Clay Gordon was appointed a Director of Hannans Ltd in 2016. He obtained a Bachelor of Applied Science (Geology) and a Master of		If elected the board considers Mr Gordon will be a non-independent director.
	Science (Mineral Economics) and has more than 25 years’ experience	4.4	Board recommendation
	in senior roles (operational, management and corporate) within large and small resource companies active in a range of commodities within Australia, Africa and South East Asia. He was founding Non-Executive		The Board supports the re-election of Clay Gordon and recommends that Shareholders vote in favour of Resolution 3.
	Director of ASX listed Phoenix Gold Limited and founding Managing
	Director of ASX listed Primary Gold Limited. Mr Gordon was also
	founder and CEO of Mining Assets Pty Ltd, a private company

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5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

• 5.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital ( 10% Placement Capacity ) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $27,724,264 (based on the number of Shares on issue and the closing price of Shares on the ASX on 5 September 2018).

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

As at the date of this Notice, the Company has one (1) class of quoted Equity Securities on issue, being the Shares (ASX Code: HNR).

If Shareholders approve Resolution 4, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

• 5.2 Technical information required by ASX Listing Rule 7.1A

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

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX 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 ASX trading days of the date in section 5.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

• (c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 5 September 2018.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)

		Dilution	Dilution
	Issue Price (per Share)	$0.0072 50%		$0.0216
			$0.014	50%
		decrease in	Issue Price	increase in
		Issue Price		Issue Price
1,980,304,538 (Current Variable A)	Shares issued – 10% voting dilution	198,030,453 Shares	198,030,453 Shares	198,030,453 Shares
	Funds raised	$1,425,819	$2,772,426	$4,277,458
2,970,456,807 (50% increase in Variable A)	Shares issued – 10% voting dilution	297,045,680 Shares	297,045,680 Shares	297,045,680 Shares
	Funds raised	$2,138,729	$4,158,640	$6,416,187
3,960,609,076 (100% increase in Variable A)	Shares issued – 10% voting dilution	396,060,907 Shares	396,060,907 Shares	396,060,907 Shares
	Funds raised	$2,851,639	$5,544,853	$8,554,916

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table uses the following assumptions:

1. There are currently 1,980,304,538 Shares on issue as at the date of this Notice of Meeting. This does not take into account the number of Shares that may be issued if Shareholders approve Resolution 5.

2. The issue price set out above is the closing price of the Shares on the ASX on 5 September 2018.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company issued 207,598 fully paid ordinary shares in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. 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%.

9. 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 Capacity, based on that Shareholder’s holding at the date of the Meeting.

10. Shareholders should note that there is a risk that:

11. (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

12. (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

13. (d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets and general working capital etc; or

• (ii) as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will

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(e)

provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

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

Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

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

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 27 October 2017 ( Previous Approval ).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 25 October 2017, the Company issued a total of 297,663,978 Shares and 84,000,000 Options which represents approximately 21.55% of the total diluted number of Equity Securities on issue in the Company on 25 October 2017, which was 1,771,092,241 Shares.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 1.

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

(g)

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

5.3 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.

6. RESOLUTION 5 – PLACEMENT – SHARES 6.1 General

Resolution 5 seeks Shareholder approval for the issue of up to that number of Shares, when multiplied by the issue price, will raise up to $5,000,000 ( Placement ).

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 Resolution 5 will be to allow the Company to issue the Shares pursuant to the Placement 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.

6.2 Technical information required by ASX Listing Rule 7.1

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

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $5,000,000;

• (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 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) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

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

• (f) the Company intends to use the funds raised from the Placement towards exploration in Western Australia, acquisition of projects and ongoing working capital.

6.3 Dilution

The volume weighted average price for Shares on the 5 days on which sales in Shares were recorded before 5 September 2018 was $0.014. The lowest issue price (ie maximum discount) of not less than 20% of this volume weighted average price would be $0.011 per Share.

Accordingly, set out below is a worked example of the number of Shares that may be issued under Resolution 5 based on an assumed issue price of $0.011, $0.014 and $0.017.

Assumed issue price	Maximum number of Shares which the Company could issue (rounded up to the nearest whole number) pursuant to Resolution 5	Current Shares on issue as at the date of this Notice	Increase in the number of Shares on issue assuming the Company issued the maximum amount pursuant to Resolution 5	Dilution effect on existing Shareholders
$0.011	454,545,455	1,980,304,538	2,434,849,993	18.67%
$0.014	357,142,858	1,980,304,538	2,337,447,396	15.28%
$0.017	294,117,648	1,980,304,538	2,274,422,186	12.93%

Assuming no Options are exercised or other Shares issued and the maximum number of Shares as set out in the worked example above are issued, the number of Shares on issue would increase from 1,980,304,538 (being the number of Shares on issue as at the date of this Notice) to 2,434,849,993 and the shareholding of existing Shareholders would be diluted by 18.67%.

The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued and the dilution percentage to also differ.

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SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 25 OCTOBER 2017

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
Issue – 1 Jun 2018 Appendix 3B – 4 Jun 2018	4,162,500	Shares2issued on exercise of unlisted options	Holders of unlisted options	$0.004 (discount of 73.33%)	Amount raised = $16,650 Amount spent = $Nil Amount remaining = $16,650 Proposed use of remainingfunds3
Issue – 11 Dec 2017 Appendix 3B – 11 Dec 2017	157,687,913	Shares2	Shortfall SPP Placement shares issued to sophisticated investors pursuant to the SPP announced to ASX on 7 November 20173	$0.0127 (discount of 15.33%)	Amount raised = $2,002,636 Amount spent = $Nil Amount remaining = $2,002,636 Proposed use of remaining funds4
Issue – 11 Dec 2017 Appendix 3B – 11 Dec 2017	127,480,231	Shares2	Participants in the Share Purchase Plan (SPP) announced to ASX on 7 November 20173	$0.0127 (discount of 15.33%)	Amount raised = $1,618,999 Amount spent = $1,100,000 Amount remaining = $518,999 Use of funds5 Proposed use of remainingfunds4
Issue – 20 Nov 2017 Appendix 3B – 20 Nov 2017	8,333,334	Shares2issued upon the exercise of unlisted options pursuant to the terms of the Company’s Employee Share Option Plan	Holders of unlisted options issued under the Company’s Employee Share Option Plan	$0.008 (discount of 55.56%)	Amount raised = $66,667 Amount spent = $66,667 Amount remaining = $Nil Use of funds5
Issue – 27 Oct 2017 Appendix 3B – 6 Nov 2017	84,000,000	Unquoted Options6	Directors and Company Secretary	Nil cash consideration	Consideration: Issued as payment in lieu of outstanding directors’ and company secretary fees Option value7= $886,676

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: HNR (terms are set out in the Constitution).

3. Proposed use of remaining funds for Mt Holland drilling program, general exploration expenses and working capital.

4. The funds raised from the capital raising will be used to continue exploration for lithium at Forrestania in Western Australia, pay costs associated with due diligence on potential acquisitions and for general working capital purposes.

5. Use of funds for Mt Holland drilling program, general exploration expenses and working capital

6. Unquoted Options, exercisable in 3 tranches in accordance to the table below:

Expiry date	Exerciseprice
27 October 2020	2.6 cents each
27 October 2021	VWAP* for 5 tradingdays before and 5 tradingdays after 27 October 2018(+)50%premium
27 October 2022	VWAP* for 5 tradingdays before and 5 tradingdays after 27 October 2019(+)50%premium

• VWAP = Volume Weighted Average Price

The full terms and conditions were disclosed in the notice of meeting for the shareholder meeting held on 27 October 2017.

1. The Unlisted Options issued is allocated a separate value based on the Black Scholes and Monte Carlo model. Note that the values noted in the valuations are not necessarily the market price that the Unlisted Options could be traded and is not automatically the market price for taxation purposes.

6

PROXY FORM

HANNANS LTD ACN 099 862 129

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 10:30am, on Thursday, 25 October 2018 at The London House Conference Room (Ground Floor), 216 St Georges Terrace, Perth, WA, 6000, 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 is 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	FOR	AGAINST	AGAINST		ABSTAIN
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Director – Jonathan Murray
Resolution 3 Re-election of Director – Clay Gordon
Resolution 4 Approval of 10% Placement Capacity
Resolution 5 Placement – 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 a
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-mail in relation to this Proxy Form:			YES		NO

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.

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.

2. ( 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 ):

4. ( Individual ): Where the holding is in one name, the Shareholder must sign.

5. ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

6. ( 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.

7. ( 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.

8. ( 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.

9. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

10. (a) post to Hannans Ltd, PO Box 1227, West Perth, WA 6872; or

11. (b) email to the Company at info@hannansreward.com,

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.