REDIVIUM LIMITED — Proxy Solicitation & Information Statement 2016

Apr 13, 2016

HANNANS REWARD LTD

ACN 099 862 129

NOTICE OF GENERAL MEETING

TIME: 10.00am (WST)

DATE: Thursday, 19 May 2016

PLACE: Hannans' Office 6 Outram Street West Perth WA, Australia

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.

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.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	3
Glossary	6
Schedule 1 – Terms of Neometals Options	7
Schedule 1 – Terms of Capital Raising Options	8
Proxy Form	Attached

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 10.00am (WST) on Thursday, 19 May 2016 at:

Hannans' Office 6 Outram Street, West Perth WA 6005, Australia

Your vote is important

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

Voting eligibility

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 10.00am (WST) on Tuesday, 17 May 2016.

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.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE TO NEOMETALS LTD

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 7.4 and for all other purposes, Shareholders ratify the issue of 62,500,000 Shares and 31,250,000 Options on the terms and conditions set out in the Explanatory Statement."

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

2. RESOLUTION 2 – CAPITAL RAISING TO SOPHISTICATED INVESTORS

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 Directors to issue up to 83,250,000 Shares and 41,625,000 Options 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, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – ISSUE OF SHORTFALL SHARES UNDER SHARE PURCHASE PLAN TO UNDERWRITERS

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 which, when multiplied by the issue price, will raise up to $1,100,000 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, 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.

4. RESOLUTION 4 – CHANGE OF COMPANY NAME

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

"That, the purpose of Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to "Hannans Ltd"".

Dated: 14 April 2016

By order of the Board

DAMIAN HICKS MANAGING DIRECTOR

EXPLANATORY STATEMENT

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. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE TO NEOMETALS LTD

1.1 General

On 16 March 2016, the Company announced the completion of a placement to Neometals Ltd (Neometals) of 62,500,000 Shares at an issue price of $0.004 per Share together with 31,250,000 free attaching unlisted options to raise $250,000 (Neometals Placement). The Shares and Options were issued to Neometals' wholly owned subsidiary, Gold Mines of Kalgoorlie Pty Ltd.

The Company issued the Shares and Options the subject of the Neometals Placement without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options (Ratification).

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

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

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 62,500,000 Shares and 31,500,000 Options were issued;
• (b) the issue price per Share was $0.004 and the issue price of the Options was nil as they were issued free attaching with the Shares on a one (1) for two (2) basis;
• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (d) the Options will be issued on the terms and conditions set out in Schedule 1;
• (e) the Shares and Options were issued to Gold Mines of Kalgoorlie Pty Ltd, a wholly owned subsidiary of Neometals Ltd, neither of which is a related party of the Company for the purpose of ASX Listing Rule 10.11; and
• (f) the Company intends to use the funds raised from the Neometals Placement towards funding the Company's work programs on its Swedish minerals portfolio and working capital.

2. RESOLUTION 2 – CAPITAL RAISING TO SOPHISTICATED INVESTORS

2.1 General

As announced to ASX on 11 April 2016, the Company has entered into a number of subscription agreements with sophisticated investors to raise $333,300, subject to Shareholder approval (Capital Raising).

Accordingly, Resolution 2 seeks Shareholder approval for the issue of up to 83,250,000 Shares at an issue price of $0.004 per Share, together with one (1) free attaching Option for every two (2) Shares subscribed for and issued.

None of the subscribers for Shares and Options under the Capital Raising will be related parties of the Company for the purpose of Listing Rule 10.11.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 2 will be to allow the Directors to issue the Shares and Options pursuant to the Capital Raising 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.

2.2 Technical information required by ASX Listing Rule 7.3

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 83,250,000 and the maximum number of Options to be issued is 41,625,000
• (b) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares and Options will occur on the same date;
• (c) the issue price will be $0.004 per Share and nil per Option as the Options will be issued free attaching with the Shares on a one (1) for two (2) basis;
• (d) the Shares and Options will be issued to introduced sophisticated and wholesale investors. None of these subscribers are related parties of the Company. One of these investors, MCA Nominees Pty Ltd, will hold greater than 5% of the issued capital of the Company following completion of the Capital Raising;
• (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;
• (f) the Options will be issued on the terms and conditions set out in Schedule 2; and
• (g) the Company intends to use the funds raised from the Capital Raising towards funding the Company's work programs on its Swedish minerals portfolio and working capital.

3. RESOLUTION 3 – ISSUE OF SHORTFALL SHARESUNDER SHARE PURCHASE PLAN TO UNDERWRITERS

3.1 General

As announced to ASX on 11 April 2016, the Company intends to raise circa $1,250,000 through the offer of Shares to its eligible Shareholders under a share purchase plan (SPP).

The issue price of Shares under the SPP will be 80% of the volume weighted trading price of Shares on ASX over the five trading days prior to (and including) the closing date under the SPP.

The Company has entered into a number of underwriting agreements pursuant to which the underwriters (Underwriters) have collectively agreed to underwrite the subscription of Shares under the SPP up to a value of $1,100,000.

Resolution 3 seeks Shareholder approval to enable the Company to issue to the Underwriters up to that number of Shares which, when multiplied by the issue price under the SPP, will raise up to $1,100,000.

None of the Underwriters will be related parties of the Company for the purpose of Listing Rule 10.11.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the shortfall Shares under the SPP (up to a maximum value of $1,100,000) 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.

3.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of shortfall Shares under the SPP:

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price of the Shares (being the issue price under the SPP), equals $1,100,000;
• (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 $0.004. As noted above, the shortfall Shares under the SPP will be issued at the same price as the SPP Shares, which will be 80% of the volume weighted trading price of Shares on ASX over the five trading days prior to (and including) the closing date under the SPP;
• (d) the Shares will be issued to the Underwriters of the SPP, none of which are related parties of the Company. Two of the proposed Underwriters, being MCA Nominees Pty Ltd and Neometals Limited, may hold greater than 5% of the issued capital of the Company following the issue of shortfall Shares to them in accordance with their underwriting agreements;
• (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 issue of Shares under the SPP towards satisfying one of the conditions to the transaction announced with Neometals Ltd on 4 March 2016 and working capital.

4. RESOLUTION 4 – CHANGE OF COMPANY NAME

The new name of the Company proposed to be adopted under Resolution 4 is "Hannans Ltd".

The Directors propose the shortened name on the basis that the Company has colloquially been referred to as 'Hannans' since its incorporation in 2002 by shareholders therefore it is appropriate to formalise the abbreviated form.

5. ENQUIRIES

Shareholders are requested to contact Hannans' finance and compliance manager Mrs Mindy Ku or company secretary, Mr Ian Gregory, on (+ 61 8) 9324 3388 if they have any queries in respect of the matters set out in this Notice.

GLOSSARY

$ means Australian dollars.

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.

Capital Raising Option means an Option having the terms set out in Schedule 2.

Chair means the chair of the Meeting.

Company or Hannans means Hannans Reward 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.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Neometals Option means an Option having the terms set out in Schedule 1.

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.

Proxy Form means the proxy form accompanying the Notice.

Record Date means the record date detailed in the indicative timetable for the Proposal set out in page 6 of the Notice.

Resolutions means the resolutions set out in the Notice.

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.

SCHEDULE 1 – TERMS OF NEOMETALS OPTIONS

Each Neometals Option the subject of Resolution 1 has the following terms:

• (a) Each Option gives the holder the right to subscribe for one Hannans Share.
• (b) Each Option will expire at 5.00pm (WST) on 24 March 2018 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be 0.4cents (Exercise Price).
• (d) The Options held by each holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
• (e) A holder may exercise their Options by lodging with Hannans, before the Expiry Date:
  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

(Exercise Notice).

• (f) An Exercise Notice is only effective when Hannans has received the full amount of the Exercise Price in cleared funds.
• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Hannans Exercise Price, Hannans will allot the number of Hannans Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
• (h) The Options are not transferable except with the prior written consent of the board of directors of Hannans.
• (i) All Hannans Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Hannans Shares.
• (j) Hannans will not apply for quotation of the Options on ASX. However, Hannans will apply for quotation of all Hannans Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Hannans Shares.
• (k) If at any time the issued capital of Hannans is reconstructed, all rights of the holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
• (l) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Hannans shareholders during the currency of the Options without exercising the Options.
• (m) The Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

SCHEDULE 2 – TERMS OF CAPITAL RAISING OPTIONS

Each Capital Raising Option the subject of Resolution 2 has the following terms:

• (a) Each Option gives the holder the right to subscribe for one Hannans Share.
• (b) Each Option will expire at 5.00pm (WST) on 15 May 2018 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be 0.4cents (Exercise Price).
• (d) The Options held by each holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
• (e) A holder may exercise their Options by lodging with Hannans, before the Expiry Date:
  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

(Exercise Notice).

• (f) An Exercise Notice is only effective when Hannans has received the full amount of the Exercise Price in cleared funds.
• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Hannans Exercise Price, Hannans will allot the number of Hannans Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
• (h) The Options are not transferable except with the prior written consent of the board of directors of Hannans.
• (i) All Hannans Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Hannans Shares.
• (j) Hannans will not apply for quotation of the Options on ASX. However, Hannans will apply for quotation of all Hannans Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Hannans Shares.
• (k) If at any time the issued capital of Hannans is reconstructed, all rights of the holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
• (l) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Hannans shareholders during the currency of the Options without exercising the Options.
• (m) The Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

PROXY FORM

HANNANS REWARD LTD ACN 099 862 129

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 10.00am (WST), on Thursday, 19 May 2016 at Hannans' Office, 6 Outram Street, West Perth WA 6005, Australia, and at any adjournment thereof.

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	Ratification of prior issue – Shares and Options
Resolution 2	Capital Raising
Resolution 3	Issue of shortfall Shares under Share Purchase Plan
Resolution 4	Change of Company name

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 proxyrepresents 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 inrelation 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.
• 1. (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 Hannans Reward Ltd, PO Box 1227, West Perth, WA, 6872; or
  • (b) facsimile to the Company on facsimile number +61 8 93243366; or
  • (c) email to the Company at admin@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.