SAVANNAH GOLDFIELDS LIMITED - AGM Information 2014

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LANEWAY RESOURCES LTD

ACN 003 049 714

NOTICE OF ANNUAL GENERAL MEETING

and

MEETING MATERIALS

Date of Meeting: Friday, 28 November 2014 Time of Meeting: 9:00 am (Brisbane time) Venue of Meeting: Level 9, Waterfront Place, 1 Eagle Street Brisbane, Qld, 4000

This document should be read in its entirety.

If Shareholders are in doubt as to how they should vote on the Resolutions, they should seek advice from their financial or other professional adviser prior to voting.

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

CORPORATE DIRECTORY

Directors Stephen Bizzell Richard Anthon Mark Baker Secretary Paul Marshall Registered Office Level 9 Waterfront Place 1 Eagle Street BRISBANE QLD 4000 Ph: (07) 3108 3500 Fax: (07) 3108 3501 Email: [email protected] Website: www.lanewayresources.com.au ABN 75 003 049 714 Auditors BDO Level 10, 12 Creek Street BRISBANE QLD 4000 Legal Advisers GRT Lawyers Level 1, 400 Queen Street BRISBANE QLD 4000 Ph: (07) 3309 7000 Share Registry Link Market Services Level 15 324 Queen Street BRISBANE QLD 4000 Ph: 1300 554 474

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of the Shareholders of LANEWAY RESOURCES LIMITED ACN 003 049 714 (the Company or LNY ) will be held on Friday, 28 November 2014, commencing at 9:00 am (Brisbane time) at Level 9, Waterfront Place, 1 Eagle Street, Brisbane, QLD 4000 ( Meeting ) for the purpose of transacting the business set out below. Registration will commence just prior to the Meeting.

This Notice incorporates, and should be read together with, the Meeting Materials which includes the Explanatory Memorandum and Proxy Form.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary contained in the Explanatory Memorandum.

ORDINARY BUSINESS

RECEIPT OF 2014 FINANCIAL STATEMENTS

This item does not require voting by Shareholders. It is intended to provide an opportunity for Shareholders to raise questions on the financial statements and reports. The Company’s auditor will be present at the Meeting and available to answer any questions.

RESOLUTION 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

" That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2014 Annual Report be adopted. "

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

Voting Exclusion Statement : A vote on this Resolution 1 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 Chairman and the appointment of the Chairman as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

RESOLUTION 2: Election of Mr Mark Baker as a Director

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

" That for the purpose of the Company’s Constitution and for all other purposes, Mr Mark Baker, who was appointed to the Board since the Company’s last Annual General Meeting and being eligible, be elected as a Director of the Company. "

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 2 by Mr Mark Baker and any of his Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form); or
(b) by a 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).

RESOLUTION 3: Re-election of Mr Stephen Bizzell as a Director

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

“That in accordance with the Company’s Constitution and the Listing Rules, Mr Stephen Bizzell who retires by rotation and being eligible, be re-elected as a Director of the Company.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 3 by Mr Stephen Bizzell and any of his Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form); or
(b) by a 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).

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

RESOLUTION 4: Approval to issue Bizzell Securities

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

“That, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, Shareholders approve the allotment and issue of 33,333,333 Shares at a price per Share of $0.003 to Mr Stephen Bizzell and/or his nominee ( Bizzell Securities ) at any time during the period of 1 month after the date of the Meeting and otherwise on the terms set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion Statement: The Company will, in accordance with section 224 of the Corporations Act and Listing Rules 10.13 and 14.11, disregard any votes cast on Resolution 4, by or on behalf of Mr Stephen Bizzell and any of his Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

RESOLUTION 5: Approval to issue Baker Securities

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

“That, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, Shareholders approve the allotment and issue of 16,666,667 Shares at a price per Share of $0.003 to Mr Mark Baker and/or his nominee ( Baker Securities ) at any time during the period of 1 month after the date of the Meeting, and otherwise on the terms set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion Statement : The Company will, in accordance with section 224 of the Corporations Act and Listing Rules 10.13 and 14.11, disregard any votes cast on Resolution 5, by or on behalf of Mr Mark Baker and any of his Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

RESOLUTION 6: Approval to issue Anthon Securities

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

“That, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, Shareholders approve the allotment and issue of 8,333,333 Shares at a price per Share of $0.003 to Mr Richard Anthon and/or his nominee ( Anthon Securities ) at any time during the period of 1 month after the date of the Meeting and otherwise on the terms set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion Statement : The Company will, in accordance with section 224 of the Corporations Act and Listing Rules 10.13 and 14.11, disregard any votes cast on Resolution 6, by or on behalf of Mr Richard Anthon and any of his Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

RESOLUTION 7: Approval to issue Harrison Securities

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

“That, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, Shareholders approve the allotment and issue of 8,333,333 Shares at a price per Share of $0.003 to Mr Ben Harrison and/or his nominee ( Harrison Securities ) at any time during the period of 1 month after the date of the Meeting and otherwise on the terms set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion Statement : The Company will, in accordance with section 224 of the Corporations Act and Listing Rules 10.13 and 14.11, disregard any votes cast on Resolution 7, by or on behalf of Mr Ben Harrison and any of his Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

Please refer to the Explanatory Memorandum attached to this Notice for more information regarding Resolutions 4 – 7.

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

RESOLUTION 8: Ratification of prior issue of Shares under the Capital Raising.

To consider and if thought fit, pass the following Resolution, as an ordinary resolution :

“That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 80,643,528 Shares to Exempt Investors unrelated to the Company at an issue price of $0.003 per Share to raise up to $241,931 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 8, by any person who participated in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the resolution is passed, and any of their Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

RESOLUTION 9: Ratification of Placement Securities

To consider and if thought fit, pass the following Resolution, as an ordinary resolution :

“That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 12,150,056 Shares as payment for consulting services provided to the Company on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 9 by any person who participated in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the resolution is passed, and any of their Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

Please refer to the Explanatory Memorandum attached to this Notice for more information regarding Resolutions 8 and 9.

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

RESOLUTION 10: Approval to issue Shares under the Drilling Funding Agreement to Etheridge Operations Pty Ltd

To consider and if thought fit, pass the following Resolution, as an ordinary resolution :

“That, pursuant to Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 100,000,000 Shares to Etheridge Operations Pty Ltd and/or its nominee at an issue price of $0.0035 per Share as consideration for the provision of services worth up to $350,000 under the Drilling Funding Agreement and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 10, by or on behalf of Etheridge Operations Pty Ltd and any of its Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

RESOLUTION 11: Approval for the issue of unlisted Convertible Notes and the proposed issue of Shares to be issued upon the unlisted Convertible Notes being converted

To consider and if thought fit, pass the following Resolution, as an ordinary resolution :

“That pursuant to Listing Rule 7.1 and for all other purposes, Shareholders approve:
the issue of 112,000,000 unlisted convertible notes at an issue price of $0.0025 per unlisted convertible note for a subscription amount of $280,000 ( Convertible Notes ); and
the proposed issue of up to 112,000,000 Shares ( Convertible Share ) for no further consideration upon conversion of up to 112,000,000 Convertible Notes,

in accordance with the terms of the Convertible Notes and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 11 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 Shareholder, if the resolution is passed, and any of their Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form); or
(b) by a 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).

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

RESOLUTION 12: Approval of Additional 10% Placement Facility

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

“ That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) ( 10% Placement Facility ) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum. ”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 12 by any person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the resolution is passed, and any of their Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form); or
(b) by a 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).

RESOLUTION 13: Approval for the issue of unlisted Baker Convertible Notes and the proposed issue of Shares to be issued upon the Baker Convertible Notes being converted

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

“That, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, Shareholders approve:

the issue of up to 48,000,000 convertible notes at an issue price of $0.0025 per unlisted convertible note for a subscription amount of $120,000 ( Baker Convertible Notes ); and
the proposed issue of up to 48,000,000 Shares ( Baker Convertible Shares ) for no further consideration upon conversion of up to 48,000,000 Convertible Notes,

in accordance with the terms of the Convertible Notes and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion Statement : The Company will, in accordance with section 224 of the Corporations Act and Listing Rules 10.13 and 14.11, disregard any votes cast on Resolution 13, by or on behalf of Mr Mark Baker and any of his Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or
(b) 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).

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

RESOLUTION 14: Approval to issue Shares under the Capital Raising.

To consider and if thought fit, pass the following Resolution, as an ordinary resolution :

“That, pursuant to Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 52,689,805 Shares to Exempt Investors and/or their nominee at an issue price of $0.003 per Share to raise up to $158,070 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 14, by or on behalf of , by any person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the resolution is passed, and any of their Associates, , unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

(b) by the person chairing the meeting as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides).

By order of the Board

Paul Marshall

Company Secretary

30 October 2014

See the following notes on Voting and Proxies

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NOTES ON ATTENDANCE AND VOTING AT THE MEETING

These notes form part of the Notice.

VOTING ENTITLEMENT

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the Shareholders who are on the Company’s Share register at 9:00am (Brisbane time) on Wednesday, 26 November 2014 will be taken, for the purposes of the Annual General Meeting, to be entitled to attend and vote at the Meeting.

If you are not the registered holder of a relevant Share at that time, you will not be entitled to vote at the Meeting.

VOTING AT THE MEETING

Ordinary resolutions require the support of more than 50% of the votes cast. Resolutions 1 – 12 to be considered at this Meeting are ordinary resolutions.

Every question arising at this Meeting will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company’s Constitution.

On a show of hands, every Shareholder who is present in person or by proxy, representative or attorney, will have one vote. Upon a poll, every person who is present in person or by proxy, representative or attorney, will have one vote for each Share held by that person.

APPOINTMENT OF PROXIES

A Shareholder who is entitled to attend and vote at the Meeting may appoint a person, who need not be a Shareholder of the Company, as the Shareholder’s proxy to attend and vote on behalf of the Shareholder.

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.

A Proxy Form accompanies this Notice of Meeting. If you wish to appoint a proxy, please complete the Proxy Form and return it at least 48 hours before the Meeting, being no later than 9:00 am (Brisbane time) on Wednesday, 26 November 2014 :

by post to: Laneway Resources Limited, GPO BOX 1164, Brisbane QLD 4001;
by facsimile on: +61 7 3108 3501 (for proxy voting) (in Australia or from overseas);

If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the Proxy Form.

PROXIES AND CONDUCT OF MEETING

Pursuant to section 250BB of the Corporations Act, an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

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the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote as directed;

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if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;
if the proxy is the chairman of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote as directed; and
if the proxy is not the chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that as directed.

Under section 250BC of the Corporations Act, if:

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an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of a Company's members;
the appointed proxy is not the chairman of the meeting;
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
(i) the proxy is not recorded as attending the meeting; or
(ii) the proxy does not vote on the resolution,

the chairman of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either For , Against or Abstain on the voting form for each Resolution.

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

EXPLANATORY MEMORANDUM ................................................................................................... 14	EXPLANATORY MEMORANDUM ................................................................................................... 14
Resolution 1	Adoption of Remuneration Report ........................................................................ 16
Resolution 2	Election of Mr Mark Baker as a Director ................................................................ 17
Resolution 3	Re-election of Mr Stephen Bizzell as a Director ...................................................... 18
Resolutions 4 – 7, 13 Approval to Issue Securities to Related Parties ........................................... 19
ResolutionS 8 - 9 Ratification of Prior Issue of Securities .......................................................... 30
Resolution 10	Approval to Issue Shares under the Drilling Funding Agreement ............................ 33
Resolution 11	Approval for the Issue of unlisted Convertible Notes and the Proposed Issue of
	Shares to be issued upon the unlisted Convertible Notes being converted ............. 35
Resolution 12	Approval of Additional 10% Placement Facility ...................................................... 38
Resolution 14	Approval to Issue Shares under the Capital Raising ................................................ 43
ANNEXURE A	TERMS AND CONDITIONS OF SHARES .................................................................... 47
ANNEXURE B	TERMS AND CONDITIONS OF UNLISTED CONVERTIBLE NOTES ................................ 49
PROXY FORM	............................................................................................................................ 51

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

EXPLANATORY MEMORANDUM

IMPORTANT NOTICE

This Explanatory Memorandum forms part of the Notice and has been prepared for Shareholders in connection with the Meeting. It provides information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions contained in the Notice.

The Notice, Explanatory Memorandum and Proxy Form are collectively referred to as the Meeting Materials . The Meeting Materials are all important documents that should be read carefully and in their entirety before Shareholders make a decision on how to vote at the Meeting.

This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions.

Capitalised terms used in this Explanatory Memorandum are defined in the Glossary.

All times and dates referred to in these Meeting Materials are times and dates in Brisbane, Queensland, Australia, and all currency references are to Australian dollars, unless otherwise indicated.

This Explanatory Memorandum is dated 30 October 2014.

RESPONSIBILITY FOR INFORMATION

The information contained in this Explanatory Memorandum has been prepared by the Company and is the responsibility of the Company.

A copy of this Notice and Explanatory Memorandum has been lodged with the ASX pursuant to the Listing Rules. Neither ASX, nor any of its officers take any responsibility for the contents of these documents.

FORWARD LOOKING STATEMENTS

Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views only as of the date of this Explanatory Memorandum. While the Company considers that the expectations reflected in the forward looking statements are reasonable, neither the Company, nor any other person, gives any representation, assurance or guarantee, that the occurrence of an event express or implied in any forward looking statements in this Explanatory Memorandum will actually occur.

THE RESOLUTIONS

At this Annual General Meeting, Shareholders will be asked to vote on Resolutions relating to:

Resolution 1 – Adoption of Remuneration Report;
Resolution 2 – Election of Mr Mark Baker as a Director;
Resolution 3 – Re-election of Mr Stephen Bizzell as a Director;
Resolution 4 – Approval to issue the Bizzell Securities;

Notice of Annual General Meeting

Laneway Resources Ltd ACN 003 049 714

Resolution 5 – Approval to issue the Baker Securities;
Resolution 6 – Approval to issue the Anthon Securities;
Resolution 7 – Approval to issue the Harrison Securities;
Resolution 8 – Ratification of prior issue of Shares under the Capital Raising;
Resolution 9 – Ratification of Placement Securities;
Resolution 10 – Approval to issue Shares under the Drilling Funding Agreement;
Resolution 11 – Approval for the issue of unlisted Convertible Notes and the proposed issue of Shares to be issued upon the unlisted Convertible Notes being converted;
Resolution 12 – Approval of Additional 10% Placement Facility;
Resolution 13 - Approval for the issue of unlisted Baker Convertible Notes and the proposed issue of Shares to be issued upon the unlisted Baker Convertible Notes being converted; and
Resolution 14 – Approval to issue Shares under the Capital Raising.

WHAT IF I HAVE QUESTIONS?

If you have any questions, you should contact your broker, financial or legal advisor immediately. Alternatively you can call the Company’s Company Secretary, Paul Marshall on +61 7 3108 3500.

RESOLUTION 1 ADOPTION OF REMUNERATION REPORT

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1. Introduction

As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and adoption by a non–binding vote. The Remuneration Report contains:

information about the Board’s policy for determining the nature and amount of remuneration of the Key Management Personnel (including Directors and senior executives) of the Company;
a description of the relationship between the Company’s remuneration policy and the Company’s performance;
a summary of performance conditions for each of the Directors and senior executives, including a summary of why they were chosen and how performance is measured against them; and
remuneration details for each Director and for each of the Company’s specified executives.

The Remuneration Report, which is part of the Annual Report, has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available by contacting the Company or visiting the Company’s website www.lanewayresources.com.au.

2. Two strikes

If 25% or more of votes that are cast on this non-binding Resolution are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of these AGMs on a resolution ( Spill Resolution ) that another meeting be held within 90 days ( Spill Meeting ), at which:

all of the Company’s Directors (other than the Managing Director) cease to hold office immediately before the end of the Spill Meeting; and
resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting will be put to the vote at the Spill Meeting.

The approval threshold for the Spill Resolution is 50% or more of votes that are cast on the resolution.

At the 2013 AGM, Shareholders voted in favour of the Remuneration Report, and no first ‘strike’ was recorded by the Company.

3. Board recommendation

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

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

RESOLUTION 2 ELECTION OF MR MARK BAKER AS A DIRECTOR

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1. Introduction

Mr Mark Baker was appointed as a non-executive Director of the Company on 2 October 2014.

In accordance with Listing Rule 14.4 and the Company’s Constitution, a Director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. The Company’s Constitution also requires that any Director appointed during the year as an addition to the Board must offer himself or herself for election at the Company’s next annual general meeting.

Accordingly, Mark Baker who was appointed by the Board to fill a casual vacancy offers himself for election as a Director of the Company.

2. Director’s Biography

Mark Baker is Chief Executive Officer of the Melbourne Press Club and a former senior editor and national editorial executive with Fairfax Media. Mark has extensive experience working across Asia and in government relations at a national and state level. Mark is a board member of the Defence Reserves Support Council (Victoria), has a Bachelor of Arts degree and is a Graduate of the Australian Institute of Company Directors.

3. Board Recommendation

All the Directors (except Mr Mark Baker) recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 RE-ELECTION OF MR STEPHEN BIZZELL AS A DIRECTOR

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1. Introduction

As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and Under Listing Rule 14.4 and the Company’s Constitution, a Director must not hold office without re-election past the third annual general meeting following the Director’s appointment, or 3 years, whichever is longer.

A Director who retires in accordance with these requirements is eligible for re-election.

Accordingly, Mr Stephen Bizzell is due to retire at the end of the Meeting and offers himself for reelection to the Board. Details of Mr Stephen Bizzell’s qualifications, experience, other directorships and special responsibilities are set out in the Directors’ Report on page 21 of the Annual Report and extracted below.

2. Director’s Biography

Stephen Bizzell is the Executive Chairman of the Company.

Stephen is also the chairman of a boutique corporate advisory and funds management group Bizzell Capital Partners Pty Ltd. He has had considerable experience and success in the fields of corporate restructuring, debt and equity financing, and mergers and acquisitions and has over 20 years corporate finance and public company management experience in the resources sector in Australia and Canada with various public companies. Stephen was an executive Director of Arrow Energy Ltd from 1999 until its takeover for $3.5 billion by Royal Dutch Shell and PetroChina in August 2010. Early in his career he was employed in the corporate finance division of Ernst & Young and the tax division of Coopers & Lybrand and qualified as a Chartered Accountant.

3. Board recommendation

All the Directors (except Mr Stephen Bizzell) recommend that Shareholders vote in favour of Resolution 3.

RESOLUTIONS 4 – 7, 13 APPROVAL TO ISSUE SECURITIES TO RELATED PARTIES

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1. Introduction

As current Directors, Messrs Stephen Bizzell, Richard Anthon and Mark Baker are related parties of the Company in accordance with section 228 of the Corporations Act. Mr Ben Harrison, as a former Director within the previous six (6) months, is also a related party for the purposes of section 228 of the Corporations Act ( Related Parties or Related Party ).

If approved, each Related Party will receive a Financial Benefit under Resolutions 4 – 7 and Resolution 13. Therefore, the Company makes the following disclosure under the Listing Rules and the Corporations Act.

1.1 ASX Listing Rules

For the purposes of Listing Rule 10.11, Resolutions 4 – 7 seeks Shareholder approval for the issue of up to the maximum number of Shares by the Company (collectively the Related Party Securities ) to the Related Parties (and/or entities associated with the respective Related Party), and Resolution 13 seeks Shareholder approval for the issue of 48,000,000 Baker Convertible Notes and the issue of up to the maximum number of Shares by the Company ( Baker Convertible Shares ) in the proportions set out in the table below ( Related Party Allocation Table ).

Table 1 - Related Party Allocation Table

Resolution	Related Party	Position	Maximum number of Related Party Securities (Resolutions 4- 7)	Maximum number of Convertible Notes (Resolution 13)	Maximum number of Convertible Shares (Resolution 13)
Resolution 4	Mr Stephen Bizzell	Executive Chairman (Appointed on 28 June 1996).	33,333,333 Shares (Bizzell Shares)	n/a	n/a
Resolution 5 and Resolution 13	Mr Mark Baker	Non-Executive Director (Appointed on 2 October 2014).	16,666,667 Shares (Baker Shares)	48,000,000 Convertible Notes (Baker Convertible Notes)	48,000,000 Shares (Baker Convertible Shares)*
Resolution 6	Mr Richard Anthon	Non-Executive Director (Appointed on 28 June 1996).	8,333,333 Shares (Anthon Shares)	n/a	n/a
Resolution 7	Mr Ben Harrison	Former Non- Executive Director (Appointed as	8,333,333 Shares (Harrison Shares)	n/a	n/a

Non-Executive Director on 28 September 2012 and resigned 2 October 2014).

*Assuming that the Baker Convertible Notes are converted into Baker Convertible Shares.

1.2 Corporations Act

For the purposes of section 208 of the Corporations Act, Resolutions 4 – 7 and Resolution 13 seek Shareholder approval for the issue of the Related Party Securities and Baker Convertible Notes and Baker Convertible Shares as set out in the Related Party Allocation Table above.

2. The Resolutions and Explanation

Resolutions 4 – 7 are required for the purpose of enabling LNY to complete its capital raising of up to $600,000 via a share issue of up to 200 million shares at an issue price of $0.003 per share (a 20% premium to the 10 day volume weighted average price ( VWAP ) of LNY Shares on ASX as at 16 October 2014). The Company intends to issue 66,666,666 shares to the Related Parties in accordance with the Related Party Allocation Table ( Capital Raising ). These are being issued on the same terms as per issues to other non-related parties.

The Capital Raising will enable the Company to advance its Agate Creek Gold Project, New Zealand Gold and NSW Coal Projects as well as provide general working capital. Specifically, funds and drilling activities will be primarily directed towards LNY’s 100% owned Agate Creek Gold Project. In addition to undertaking up to a 5,000 metre drilling program, the Company will also continue the work required to apply for a mining lease over part of the Company’s Agate Creek tenement area.

The successful grant of the mining lease will enable the Company to initially conduct a larger metallurgical sample of up to 40,000 tonnes to further investigate potential process route and gold recovery refinements. This follows the 5,472 tonne metallurgical sample taken from the project earlier this year, from which 1,725 ounces of gold were successfully recovered.

Resolutions 4 – 7 seek Shareholder approval of issue of the Shares as set out in the Related Party Allocation Table. The Company has placed 80,643,528 shares to unrelated parties, the approval of which is set out in Resolution 8 while Resolution 14 seeks approval for an additional 52,689,805 shares to be placed to unrelated parties.

Resolution 13 seeks Shareholder approval of the Baker Convertible Notes and upon their conversion, the issue of the Baker Convertible Shares to Mr Mark Baker as set out in the Related Party Allocated Table. Further details of the unlisted Convertible Notes are set out in Resolution 11.

3. Listing Rule Requirements

Listing Rule 10.11 prohibits the issue of or the agreement to issue securities to a Related Party of a company unless the approval of the shareholders of the company is obtained.

Listing Rule 7.1 broadly prohibits a company from issuing more than 15% of its shares in any one year without shareholder approval. Pursuant to Listing Rule 7.2 (Exception 14), if Shareholder approval is given under Listing Rule 10.11, further approval is not required for the purposes of Listing Rule 7.1.

In compliance with the requirements of Listing Rule 10.13, Shareholders are advised of the following information in relation to the Related Party Securities proposed to be issued pursuant to Resolutions 4 – 7.

Table 2 – Listing Rule 10.13 Requirements

Item		Related Party Securities	Related Party Securities	Related Party Securities	Related Party Securities
Name of person/entity to receive the Related Party Securities and maximum number of Related Party Securities to be issued	Related Party		Maximum number of Related Party Securities	Maximum number of Convertible Notes	Maximum number of Convertible Note Shares
	Mr Stephen Bizzell or his nominee, being an entity associated with him (Resolution 4)		33,333,333 Shares (Bizzell Shares)	n/a	n/a
	Mr Mark Baker or his nominee, being an entity associated with him (Resolutions 5 and 13)		16,666,667 Shares (Baker Shares)	48,000,000 Convertible Notes (Baker Convertible Notes)	48,000,000 Shares (Baker Convertible Shares) (To be issued upon the conversion of the Baker Convertible Notes)
	Mr Richard Anthon or his nominee, being an entity associated with him (Resolution 6)		8,333,333 Shares (Anthon Shares)	n/a	n/a
	Mr Ben Harrison or his nominee, being an entity associated with him (Resolution 7)		8,333,333 Shares (Harrison Shares)	n/a	n/a
Issue date / date by which the entity will issue the Related Party securities		All of the Related Party Securities may be issued as soon as practicable after the date of the Meeting, and in any event not later than 28 December 2014, being 1 month after the date of the Meeting. The allotments are proposed to occur in one tranche. The Baker Convertible Notes were issued on 11 September 2014 subject to Shareholder approval. Once the Baker Convertible Notes are converted, the Baker Convertible Shares may be issued as soon as practicable after the conversion, and in any event not later than 28 December 2014, being 1 month after the date of the Meeting.
Relationship of Recipient to Related Parties/Directors		The Related Parties make the following disclosure with respect to their relationship to the Company: • Mr Stephen Bizzell or an entitywhich is a related

Item		Related Party Securities
(current and former)		entity or otherwise associated with him will be the recipient of the Bizzell Shares. • Mr Mark Baker or an entity which is a related entity or otherwise associated with him will be the recipient of the Baker Shares and Baker Convertible Shares. • Mr Richard Anthon or an entity which is a related entity or otherwise associated with him will be the recipient of the Anthon Shares. • Mr Ben Harrison or an entity which is a related entity or otherwise associated with him will be the recipient of the Harrison Shares.
Issue price		All of the Related Party Securities will be issued at an issue price of $0.003 per Share. All of the Baker Convertible Notes were issued at an issue price of $0.0025. There is no further amount payable upon the conversion of the Baker Convertible Notes to Shares.
Terms of the Related Party securities		LNY will apply for quotation of the Related Party Securities and the Baker Convertible Shares which shall rank equally in all respects with all existing Shares.
Use of funds		The funds raised from the issue of the Related Party Securities, together with any funds raised under the Drilling Funding Agreement and the Baker Convertible Notes shall be primarily directed towards LNY’s 100% owned Agate Creek gold project. In addition to undertaking up to a 5,000 metre drilling program, the Company will also continue the work required to apply for a mining lease over part of the Company’s Agate Creek tenement area. Successful grant of the mining lease will enable the Company to initially conduct a larger metallurgical sample of up to 40,000 tonnes to further investigate potential process route and gold recover refinements. This follows the 5,472 tonne metallurgical sample taken from the project earlier this year, from which 1,725 ounces of gold were successfully recovered.

4. Corporations Act Requirements

Chapter 2E of the Corporations Act regulates the provision of Financial Benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company from giving a Financial Benefit to a related party unless one of the exceptions to Section 208 applies, or shareholders have approved the giving of that benefit to the related party.

A ‘Financial Benefit’ is defined in the Corporations Act in broad terms and includes a public company, issuing securities, and buying an asset from a related party.

Each of Messrs Bizzell, Baker and Anthon (being current Directors) and Harrison (being a former Director within the last 6 months) is a ‘related party’ for the purposes of the Corporations Act. The proposed issue of 66,666,666 Shares pursuant to Resolutions 4 – 7 involves the provision of a Financial Benefit to related parties of the Company. Further, the issue of 48,000,000 Baker Convertible Notes and the proposed issue of the Baker Convertible Shares upon conversion of the Baker Convertible Notes pursuant Resolution 13 involves the provision of a Financial Benefit to Related Parties of the Company.

Section 208 of the Corporations Act provides that for a public company to give a Financial Benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Section 217 to 222; and
(b) give the benefit within 15 months after the approval.

In accordance with Chapter 2E, and in particular section 219 of the Corporations Act, the following information is provided to Shareholders to allow them to assess the proposed issue of Related Party Securities as contemplated by Resolutions 4 – 7 and Baker Convertible Notes and Baker Convertible Shares as contemplated by Resolution 13.

Table 3 – ASIC Disclosure Requirements

Item	Related Party Disclosure
Name of person/entity to receive the Related Party Securities	Please refer to Table 2 “ASX Listing Rule 10.13 Requirements” above, which sets out the name of the Related Party receiving the Financial Benefit and an explanation of the nature of the related party relationship.
The nature of the Financial Benefit and reasons for giving the benefit and the basis on which it is given	For Resolutions 4 – 7, the Financial Benefit proposed to be given is the ability to subscribe for a total of up to 66,666,666 Shares as detailed above, in consideration of the payment of $0.003 per Share, raising up to $200,000 for the Company under the Capital Raising. The Related Party Securities and the Convertible Notes (which are convertible into shares on a 1:1 basis) are issued in exchange for the payment of subscription funds and the Related Parties are participating on the same terms as other third parties and also at a premium to the Company’s share price at the time of announcing the respective raisings and to the share price as at the date of this Notice of Meeting. The issues are a suitable form of funding in this transaction as it allows the Company to raise the required capital to advance its Agate Creek Gold Project, including further drilling and application for a mining lease. A successful grant of the mining lease would enable the Company to conduct a larger metallurgical sample to further investigatepotential

Item

Related Party Disclosure

Name of
person/entity to
receive the Related
Party Securities

Please refer to Table 2 “ASX Listing Rule 10.13 Requirements” above,
which sets out the name of the Related Party receiving the Financial
Benefit and an explanation of the nature of the related party
relationship.

The nature of the
Financial Benefit
and reasons for
giving the benefit
and the basis on
which it is given

For Resolutions 4 – 7, the Financial Benefit proposed to be given is the
ability to subscribe for a total of up to 66,666,666 Shares as detailed
above, in consideration of the payment of $0.003 per Share, raising up
to $200,000 for the Company under the Capital Raising.
The Related Party Securities and the Convertible Notes (which are
convertible into shares on a 1:1 basis) are issued in exchange for the
payment of subscription funds and the Related Parties are participating
on the same terms as other third parties and also at a premium to the
Company’s share price at the time of announcing the respective raisings
and to the share price as at the date of this Notice of Meeting. The
issues are a suitable form of funding in this transaction as it allows the
Company to raise the required capital to advance its Agate Creek Gold
Project, including further drilling and application for a mining lease. A
successful grant of the mining lease would enable the Company to
conduct a larger metallurgical sample to further investigatepotential

Item	Related Party Disclosure
	process routes and gold recover refinements. The Related Party Securities are proposed to be issued at an issue price of $0.003 per Share, which is a 20% premium to the 10 day VWAP of LNY Shares as at 16 October 2014. For Resolution 13, the Financial Benefit proposed to be given is the issue of 48,000,000 Baker Convertible Notes in consideration of the payment of $0.0025 per note, raising $120,000 for the Company and the ability to convert the Baker Convertible Notes into up to 48,000,000 Shares. The Baker Convertible Notes were issued at an issue price of $0.0025 per Note, which represented a 25% premium to Laneways last closing price of $0.002 per Share at 31 July 2014. Refer to Section 5 for details of the proposed consideration to be paid for the Related Party Securities and the Baker Convertible Shares.
Directors’ recommendation and basis of recommendation	Each of the Directors’ recommends that Shareholders vote in favour of Resolutions 4 – 7 and 13 as they consider the fundraising from these transactions to be in the best interests of the Company. Mr Stephen Bizzell will be excluded from voting on Resolution 4 because he is a Related Party for the purpose of that Resolution, as he will benefit (either directly or through an associated entity) from the issue of Shares. Mr Mark Baker will be excluded from voting on Resolutions 5 and 13 because he is a Related Party for the purpose of that Resolution, as he will benefit (either directly or through an associated entity) from the issue of Shares. Mr Richard Anthon will be excluded from voting on Resolution 6 because he is a Related Party for the purpose of that Resolution, as he will benefit (either directly or through an associated entity) from the issue of Shares. The reason for this recommendation is that the Capital Raising is the most efficient way for the Company to raise the required capital to advance its Agate Creek Gold Project. The Company has attempted to source the funding through non-related entities and whilst it has secured the funds under the Drilling Funding Agreement (detailed in respect of Resolution 10 of this Explanatory Memorandum), the Company requires additional funding to develop its flagship project and for ongoing working capital requirements. Therefore, in the absence of any superior proposal, the Directors’ recommend that Shareholders vote in favour of Resolutions 4 – 7 and Resolution 13.

Item

Related Party Disclosure

process routes and gold recover refinements.
The Related Party Securities are proposed to be issued at an issue price
of $0.003 per Share, which is a 20% premium to the 10 day VWAP of
LNY Shares as at 16 October 2014.
For Resolution 13, the Financial Benefit proposed to be given is the
issue of 48,000,000 Baker Convertible Notes in consideration of the
payment of $0.0025 per note, raising $120,000 for the Company and
the ability to convert the Baker Convertible Notes into up to 48,000,000
Shares.
The Baker Convertible Notes were issued at an issue price of $0.0025
per Note, which represented a 25% premium to Laneways last closing
price of $0.002 per Share at 31 July 2014.
Refer to Section 5 for details of the proposed consideration to be paid
for the Related Party Securities and the Baker Convertible Shares.

Directors’
recommendation
and basis of
recommendation

Each of the Directors’ recommends that Shareholders vote in favour of
Resolutions 4 – 7 and 13 as they consider the fundraising from these
transactions to be in the best interests of the Company.
Mr Stephen Bizzell will be excluded from voting on Resolution 4
because he is a Related Party for the purpose of that Resolution, as he
will benefit (either directly or through an associated entity) from the
issue of Shares.
Mr Mark Baker will be excluded from voting on Resolutions 5 and 13
because he is a Related Party for the purpose of that Resolution, as he
will benefit (either directly or through an associated entity) from the
issue of Shares.
Mr Richard Anthon will be excluded from voting on Resolution 6
because he is a Related Party for the purpose of that Resolution, as he
will benefit (either directly or through an associated entity) from the
issue of Shares.
The reason for this recommendation is that the Capital Raising is the
most efficient way for the Company to raise the required capital to
advance its Agate Creek Gold Project.
The Company has attempted to source the funding through non-related
entities and whilst it has secured the funds under the Drilling Funding
Agreement (detailed in respect of Resolution 10 of this Explanatory
Memorandum), the Company requires additional funding to develop its
flagship project and for ongoing working capital requirements.
Therefore, in the absence of any superior proposal, the Directors’
recommend that Shareholders vote in favour of Resolutions 4 – 7 and
Resolution 13.

Item	Related Party Disclosure	Related Party Disclosure	Related Party Disclosure	Related Party Disclosure
Directors’ interest in the outcome	The Director’s will have the following interest in the outcome:
	Mr Stephen Bizzell		33,333,333 Shares
	Mr Mark Baker		64,666,667 Shares (comprising both the Related Party Securities and Baker Convertible Shares, upon conversion of the Baker Convertible Notes)
	Mr Richard Anthon		8,333,333 Shares
Valuation of Financial Benefit equivalent to VWAP	The Financial Benefit which is being provided by the Company to the Related Parties under Resolutions 4 – 7 is up to 66,666,666 Shares. The value of these Shares, at the issue price of $0.003 which totals $200,000, being the amount to be paid. During the 12 months prior to the date of this Notice, the VWAP for shares traded on the ASX in the Company is $0.0036. Based on this the 66,666,666 Shares would have a value of $240,000. Based on the 5 day VWAP for shares traded on the ASX in the Company immediately prior to the date of this Notice of $0.00258, the 66,666,666 Shares would have a value of $172,000. The Financial Benefit which is being provided by the Company to the Related Parties under Resolutions 13 is up to 48,000,000 unlisted Baker Convertible Notes and Shares to be issued upon conversion. The value of the unlisted Baker Convertible Notes and Baker Convertible Shares, the issue price of $0.0025 paid for the Baker Convertible Notes, totals $120,000. During the 12 months prior to the date of this Notice, the VWAP for shares traded on the ASX in the Company is $0.0036. Based on this the 48,000,000 Baker Convertible Notes and Baker Convertible Shares would each have a value of $172,800. Based on the 5 day WVAP for shares traded on the ASX in the Company immediately prior to the date of this Notice of $0.00258, the 48,000,000 Baker Convertible Notes and the Baker Convertible Shares would each have a value of $123,840.
Related parties existing interests	The Related Parties make the following disclosure with respect to their relationship to the Company:
	Related Party	Interest		Shares currently held in LNY
	Mr Stephen Bizzell or an entity which is a	Director and Shareholder of Bizzell Nominees Pty Ltd		275,359,057

Related Party Disclosure	Related Party Disclosure	Related Party Disclosure
related entity or otherwise associated with him will be the recipient of the Bizzell Shares.	as trustee.
	Director of Pine Mountain Pty Ltd as trustee.	18,079,914
	Director and Shareholder of Bizzell Capital Partners Pty Ltd	600,013,333
	Director and Shareholder of BCP Alpha Investments Ltd.	65,096,988
	Trustee for Thomas Stephen Trestrail Bizzell.	2,006,666
	Trustee for Samuel William Trestrail Bizzell.	2,006,666
	Trustee for Sophia Florence Trestrail Bizzell.	2,006,666
Mr Mark Baker or an entity which is a related entity or otherwise associated with him will be the recipient of the Baker Shares.	Mark Baker holds 1,653,866 Shares in the name of Warburton Partners Pty Ltd as trustee for Mark Baker Super Fund. Mark Baker also holds 48,000,000 unlisted June 2015 Baker Convertible Notes, for which Resolution 13 seeks to approval of the issue (on changed terms, simultaneous upon the shareholder approval being obtained) and subsequent conversion into Shares.
Mr Richard Anthon or an entity which is a related entity or otherwise associated with him will be the recipient of the Anthon Shares.	Richard Anthon is a Director and Shareholder of Nambia Pty Ltd (Nambia) and also a trustee for the Bizzell Foundation (a Prescribed Private Fund and Deductible Gift Recipient) (Bizzell Foundation). Nambia holds 17,157,234 Shares in LNY. Bizzell Foundation holds 54,282,900 Shares in LNY.
Mr Ben Harrison or an entity which is a related entity or otherwise associated with him will be the recipient of the Harrison Shares.	Ben Harrison is a Director of the trustee and a potential beneficiary of Plutus Capital Pty Ltd (Harrison Family A/C) (Plutus). Plutus holds 11,388,867 Shares in LNY.

Item	Related Party Disclosure	Related Party Disclosure
Dilution	The 66,666,666 Related Party Securities and the 48,000,000 Baker Convertible Shares comprise together a total of 114,666,667 Shares. The Baker Convertible Notes are not ordinary shares and therefore do not dilute the shareholding of other Shareholders. If the 114,666,667 Shares were to be issued in isolation and ignoring any other issue of Shares that might occur, the effect of the issue of the 114,666,667 Shares to the Related Parties will be to dilute the shareholding of existing Shareholders by approximately 6.99%. The dilutive effect of Resolutions 4 – 7 and Resolution 13 is considered in more detail at Section 5 below.
Trading History	In the last 12 months before the date of this Notice, the highest, lowest and latest trading prices (as at 23 October 2014) of the listed Shares on ASX are as set out below: Shares (ASX: LNY)
		Shares (ASX: LNY)
	Highest	$0.01
	Lowest	$0.001
	Latest	$0.004

5. Dilutive effect of issuing Related Party Securities

If Shareholders approve:

the issue of the Related Party Securities;
the issue of the Baker Convertible Notes; and
the issue the Baker Convertible Shares upon conversion, and
the Related Parties participate to their maximum allowances,

the issue is anticipated to have a minimal negative dilutionary impact on all other Shareholders’ holdings in the Company by comparison to current percentage holdings overall (NB: this assumes that all other Resolutions 4 – 7 and 13 are approved and all relevant shares are issued and no balance unlisted Convertible Notes (112,000,000) are exercised prior to the date of issue). The issue will result in a dilution of all other Shareholder holdings in the Company of approximately 6.99% in total.

At the date of this Explanatory Memorandum, the issued Share capital of LNY is 1,471,392,067. The table below sets out the issued capital of LNY if the issue of the Related Party Securities, the Baker Convertible Notes and the Baker Convertible Shares is approved and Related Parties subscribe for the maximum amount and no other securities (including the securities proposed to be issued under any other Resolution) are issued by the Company in the meantime.

Table 4: Dilutive Effect

Description	Shares
Existing LNY Shares on issue	1,471,392,067
Unlisted Convertible Notes*	112,000,000
Maximum number of Related Party Securities proposed to be issued	66,666,666
Number of Baker Convertible Notes issued to Mr Baker	48,000,000
Maximum number of Baker Convertible Shares proposed to be issued upon conversion of the Baker Convertible Notes	48,000,000
Number of LNY Shares on issue following the issue of the Related Party Securities (undiluted basis)	1,586,058,734

*This number assumes that the 48,000,000 unlisted Convertible Notes held by Mr Mark Baker are converted

Assuming Resolutions 4 – 7 and Resolution 13 are approved by Shareholders and the Related Parties subscribe for the maximum amount and the Baker Convertible Notes are converted into Baker Convertible Shares, the Related Parties could hold up to a maximum number of securities as set out in Table 5 below. Please note this Table 5 shows the maximum dilution upon Shareholders and does not account for the balance 112,000,000 unlisted Convertible Notes being converted into Shares.

Table 5: Effect of Approval of Resolutions 4 – 7 and Resolution 13

Related Party	Shares currently held	Maximum number of Related Party Securities to be issued	Maximum number of Baker Convertible Shares to be issued	Total Shares held after issue of Related Party Securities	% of new total Shares on issue (representing a partially diluted basis)
Mr Stephen Bizzell or an entity which is a related entity or otherwise associated with him will be the recipient of the Bizzell Shares.	964,569,290	33,333,333	n/a	997,902,623	62.92
Mr Mark Baker or an entity which is a related entity or otherwise associated with him will be the recipient of the Baker Shares.	1,653,866	16,666,667	48,000,000	66,320,533	4.18
Mr Richard Anthon or an entity which is a related entity or otherwise associated with	71,440,134	8,333,333	n/a	79,773,467	5.03

Related Party	Shares currently held	Maximum number of Related Party Securities to be issued	Maximum number of Baker Convertible Shares to be issued	Total Shares held after issue of Related Party Securities	% of new total Shares on issue (representing a partially diluted basis)
him will be the recipient of the Anthon Shares.
Mr Ben Harrison or an entity which is a related entity or otherwise associated with him will be the recipient of the Harrison Shares.	11,388,867	8,333,333	n/a	19,722,200	1.24

6. Directors’ Recommendation

As noted in Table 3 above, each of the Directors’ recommends that Shareholders vote in favour of Resolutions 4 – 7 and Resolution 13.

Mr Stephen Bizzell will be excluded from voting on Resolution 4 because he is a Related Party for the purpose of that Resolution, as he will benefit (either directly or through an associated entity) from the issue of Shares.

Mr Mark Baker will be excluded from voting on Resolution 5 and Resolution 13 because he is a Related Party for the purpose of that Resolution, as he will benefit (either directly or through an associated entity) from the issue of Shares.

Mr Richard Anthon will be excluded from voting on Resolution 6 because he is a Related Party for the purpose of that Resolution, as he will benefit (either directly or through an associated entity) from the issue of Shares.

All Directors unanimously recommend Shareholders vote in favour of Resolution 7.

RESOLUTIONS 8 - 9 RATIFICATION OF PRIOR ISSUE OF SECURITIES

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Background

In the 12 months preceding this Notice, the Company has issued:

12,150,056 Shares at the price of $0.002659 on 11 September 2014; and
80,643,528 Shares at the price of $0.003 on 23 October 2014;

(together the Placement Securities or Placements ).

The Shares issued on 11 September 2014 were issued as payment for services in lieu of cash payments that the Company otherwise may have been required to expend. The Placements on 23 October 2014 raised $241,931 for the Company comprising part of the capital raising announced by LNY on 16 October 2014.

The Placements were issued by LNY pursuant to Listing Rule 7.1.

ASX Listing Rules

Pursuant to Listing Rule 7.4, Resolutions 8 and 9 seek ratification by Shareholders of the issue of the Placement Securities.

Listing Rule 7.1 prohibits the Company (subject to certain exceptions such as pro-rata issues), from issuing or agreeing to issue equity securities representing more than 15% of the Company’s total issued securities, during a rolling 12 month period, without Shareholder approval ( 15% Threshold ).

Listing Rule 7.4 allows an issue of equity securities, for which Shareholder approval was not first obtained, to not be counted towards the 15% Threshold when Shareholder approval for that issue is subsequently obtained.

That is, Listing Rule 7.4 permits an issue of Shares to be approved retrospectively. It provides that an issue of Equity Securities is treated as having been made with Shareholder approval if ASX Listing Rule 7.1 was not breached at the time the securities were issued and Shareholders subsequently approve (ratify) the issue. The Company did not breach Listing Rule 7.1 at the time the Placement Securities were issued and now seeks Shareholder approval for the issue of the Placement Securities.

By Shareholders approving Resolutions 8 and 9 the Board is given the flexibility to issue more Equity Securities up to the 15% Threshold over the next 12 month period. Once the issue of the Placement Securities is approved, these securities will not be counted for the purposes of the 15% Threshold.

Specific information required by ASX Listing Rule 7.5

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

Table 1: ASX Listing Rule 7.5 Disclosure

	*REQUIRED DISCLOSURE*
	Shares issued on 11 September 2014
*Number of* *securities issued*	12,150,056 Shares
*Issue price*	$0.002659
*Terms of the* *securities*	The Shares issued are fully paid ordinary shares in the capital of the Company that rank equally in all respects with the Company’s existing Shares on issue. For further details refer to Annexure A.
*Allottee / Basis of* *allotment*	As payment for consulting services provided to the company.
*Use of funds*	N/A
	Shares issued on 23 October 2014
*Number of* *securities issued*	80,643,528 Shares
*Issue price*	$0.003
*Terms of the* *securities*	The Shares issued are fully paid ordinary shares in the capital of the Company that rank equally in all respects with the Company’s existing Shares on issue. For further details refer to Annexure A.
*Allottee / Basis of* *allotment*	Under the Capital Raising to various Exempt Investors unrelated to the Company.
*Use of funds*	The proceeds of the issue will enable the Company to advance its Agate Creek Gold Project, New Zealand Gold and NSW Coal Projects as well as provide general working capital. Specifically, funds and drilling activities will be primarily directed towards LNY’s 100% owned Agate Creek Gold Project. In addition to undertaking up to a 5,000 metre drilling program, the Company will also continue the work required to apply for a mining lease over part of the Company’s Agate Creek tenement area. The successful grant of the mining lease will enable the Company to initially conduct a larger metallurgical sample of up to 40,000 tonnes to further investigate potential process route and gold recovery refinements. This follows the 5,472 tonne metallurgical sample taken from the project earlier this year, from which 1,725 ounces of gold were successfully recovered.

Impact of Shareholder approval

Importantly, Shareholders should note that:

a) Shareholder approval was not required for the issue of the Placement Securities; and
b) if Shareholder approval is not obtained for Resolutions 8 and 9 the Placements will not be impacted or changed.

The impact of Shareholder approval for Resolutions 8 and 9 will be the extent to which the Company’s 15% Threshold is refreshed. For example, if:

a) Resolutions 8 and 9 are approved the Company’s 15% capacity under Listing Rule 7.1 will be refreshed and assuming no other Equity Securities are issued and that no convertible notes are converted, the Company will be able to issue an additional 220,708,810 new Shares without Shareholder approval and without relying on any exceptions to the 15% Threshold;
b) Resolutions 8 and 9 are not approved the Company’s 15% capacity under Listing Rule 7.1 will not be refreshed and assuming no other Equity Securities are issued and that no convertible notes are converted, the Company may not be able to issue any additional Shares in the next 12 months without Shareholder approval, unless one of the exceptions to the 15% Threshold applies under Listing Rule 7.2; and
c) If either but not both of Resolutions 8 and 9 are approved the Company’s 15% capacity under Listing Rule 7.1 will only be refreshed to the extent to which approval is granted, unless one of the exceptions to the 15% Threshold applies under Listing Rule 7.2.

Voting exclusion statements are included in the Notice of Meeting.

The Board recommends that Shareholders vote in favour of Resolutions 8 and 9.

RESOLUTION 10 APPROVAL TO ISSUE SHARES UNDER THE DRILLING FUNDING AGREEMENT

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1. Introduction

For the purpose of listing Rule 7.1, we are seeking Shareholder approval for Resolution 10 referred to in the accompanying Notice.

2. The Resolution and Explanation

In addition to the Capital Raising, the Company has also entered into a Drilling Funding Agreement with Etheridge Operations Pty Ltd for up to $0.35 million worth of drilling and associated activities to continue to develop the projects and meet strategic goals ( Drilling Funding Agreement ). Resolution 10 is proposed to approve the issue of Shares under the Drilling Funding Agreement.

Specifically, Resolution 10 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to a maximum of 100,000,000 Shares to Etheridge Operations Pty Ltd or its nominees ( Etheridge ) pursuant to the Drilling Funding Agreement ( Etheridge Shares ). If Shareholder approval is not obtained, Shares under the Drilling Funding Agreement will need to be issued pursuant to Listing Rule 7.1, which allows the Company to issue up to 15% of its total ordinary Share capital without Shareholder approval during the following 12 month period.

If Shareholders approve the issue of the Etheridge Shares, LNY’s Placement Capacity and LNY’s Board will have the flexibility to issue further securities up to the 15% Threshold over the following 12 month period. On the basis that Shareholder approval for this Resolution 10 is obtained, the issue of the Etheridge Shares will not be counted as a new issue for the purposes of the 15% Threshold.

3. Listing Rule Requirements

3.1 Information required by the Listing Rules

Listing Rule 7.3 requires that the information listed below be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to Listing Rule 7.1:

Table 1: ASX Listing Rule 7.3 Disclosure

Item	Information
Maximum number of securities issued	100,000,000 Shares.
Issue Price	$0.0035 per Share.
Issue date / date by which the entity will issue the securities	The Etheridge Shares are proposed to be issued in a number of tranches as services are performed, as soon as practicable after the date of the Meeting, and in any event not later than 28 February 2014, being 3 months after the date of the Meeting.
Terms of the securities	The Shares issued are fully paid ordinary shares in the capital of the Company that rank equally in all respects with the Company’s existing Shares on issue. For further details refer to Annexure A.

Item	Information
Name of allottees or basis on which determined	Etheridge Operations Pty Ltd or its nominees
Use of funds	No funds are raised, however The issue of the Etheridge Shares is consideration for the services provided including drilling and associated activities to continue to develop LNY’s projects and meet its strategic goals.

3.2 Related party information

Etheridge is not a related party of LNY.

3.3 Impact of Shareholder approval

Importantly, Shareholders should note that:

Shareholder approval is required for the issue of the Etheridge Shares in accordance with the Drilling Funding Agreement; however
if Shareholder approval is not obtained for Resolution 10, the Etheridge Shares will be issued pursuant to Listing Rule 7.1, assuming there is available Placement Capacity.

Accordingly, if:

Resolution 10 is approved the Company’s capacity under Listing Rule 7.1 will not be impacted. Assuming no other Equity Securities are issued and that no convertible notes are converted, the Company will be able to issue an additional 220,708,810 new Shares without Shareholder approval in the following 12 months and without relying on any exceptions to the 15% Threshold;
Resolution 10 is not approved the Company’s capacity under Listing Rule 7.1 will be impacted to the extent of the Etheridge Shares. The Company will only be able to issue new Shares without Shareholder approval in the following 12 months to the extent of its remaining Placement Capacity.

Voting exclusion statements are included in the Notice.

4. Recommendation

No members of the Board have any personal interests in the outcome of Resolution 10. Accordingly, the Board unanimously recommends that eligible Shareholders vote in favour of Resolution 10. Each Director intends to vote all Shares they own or control the right to vote in favour of Resolution 10.

RESOLUTION 11 APPROVAL FOR THE ISSUE OF UNLISTED CONVERTIBLE NOTES AND THE PROPOSED ISSUE OF SHARES TO BE ISSUED UPON THE UNLISTED CONVERTIBLE NOTES BEING CONVERTED

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1. Introduction

For the purpose of listing Rule 7.1, we are seeking Shareholder approval for Resolution 11 referred to in the accompanying Notice.

2. The Resolution and Explanation

On 31 July 2014, the Company announced a capital raising of $0.4 million via the issue of convertible notes to raise new funds to continue to develop Laneway’s project and meet its strategic goals..

160,000,000 convertible notes were issued with an issue price of $0.0025 per note ( Issue Price ) with a one year term ( Convertible Note ), convertible on a one for one basis into fully paid ordinary shares in Laneway ( Convertible Shares ). The Issue Price represented a 25% premium to Laneways last closing price at $0.002 per Convertible Share as at 31 July 2014.

Please note : The 160,000,000 Convertible Notes issued on 31 July 2014 included 48,000,000 Convertible Notes issued to Mr Mark Baker who was not a Related Party at the time of their issue. Mr Baker is now a Related Party and so specific shareholder approval is being sought for the issue of the Baker Convertible Notes and Baker Convertible Shares (upon conversion) pursuant to Resolution 13 set out in the Notice.

Resolution 11 seeks Shareholder approval pursuant to Listing Rule 7.1 for the approval of the 160,000,000 unlisted Convertible Notes and the proposed issue of up to a maximum of 112,000,000 Convertible Shares upon conversion, pursuant to the terms of the Convertible Notes. Refer to Annexure B for the terms of the unlisted Convertible Notes.

Listing Rule 7.1 prohibits (subject to certain exceptions such as pro-rata issues and bonus issues) LNY from issuing or agreeing to issue new securities representing more than its 15% Threshold.

By virtue of Shareholders approving the issue of the Convertible Shares, LNY’s Placement Capacity will not be affected and LNY’s Board will have the flexibility to issue further securities up to the 15% Threshold over the following 12 month period.

On the basis that Shareholder approval for this Resolution 11 is obtained, the proposed issue of the Converted Shares will not be counted as a new issue for the purpose of the 15% Threshold.

3. Listing Rule Requirements

3.1 Information required by the Listing Rules

Listing Rule 7.3 requires that the information listed below be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to Listing Rule 7.1:

Table 1: ASX Listing Rule 7.3 Disclosure

Item	Information
Maximum number of Convertible Notes and Convertible Shares to be issued	112,000,000 Convertible Notes 112,000,000 Convertible Shares to be issued upon conversion of the Convertible Notes in accordance with their terms.
Issue Price	$0.0025 per Convertible Share.
Issue date / date by which the entity will issue the securities	The Convertible Shares are to be issued once the unlisted Convertible Notes are converted, and in any event not later than 28 February 2015, being 3 months after the date of the Meeting.
Terms of the unlisted Convertible Notes	The terms of the unlisted Convertible Notes are set out in Annexure B to this ExplanatoryMemorandum.
Terms of the Convertible Shares	The Shares issued are fully paid ordinary shares in the capital of the Company that rank equally in all respects with the Company’s existing Shares on issue. For further details refer to Annexure A.
Name of allottees or basis on which determined	The 112,000,000 unlisted Convertible Notes were issued to Exempt Investors unrelated to the Company and the Convertible Shares to be issued on conversion are proposed to be issued to those same parties or their nominees. No Convertible Shares will be issued to Related Parties without obtaining prior shareholder approval under the Listing Rules.
Use of funds	The funds raised through the issue of the Convertible Notes enabled the Company to advance its Agate Creek Gold, New Zealand Gold and NSW Coal Projects as well as provide general working capital.

3.2 Related party information

As noted above, of the total 160,000,000 unlisted Convertible Notes issued on 31 July 2014, 48,000,000 were issued to Mr Mark Baker. At the time of issue Mark Baker was not a Related Party of the Company. The approval for the issue of and Shares to be issued upon conversion of those unlisted Convertible Notes is set out in Resolution 13.

The remaining 112,000,000 Convertible Notes were not issued to Related Parties and the commensurate number of Convertible Shares to be issued upon conversion are not proposed to be issued to any Related Parties without prior approval of the Company’s Shareholders as required under the Listing Rules.

3.3 Impact of Shareholder approval

Importantly, Shareholders should note that:

Shareholder approval is sought for the issue of the Convertible Notes (on changed

terms simultaneous on this approval being granted) and, upon their conversion, the issue of the Convertible Shares; and

if Shareholder approval is not obtained for Resolution 11, the issue of the Convertible Shares on conversion of the Convertible Notes will not be impacted or changed, assuming there is available Placement Capacity.

The impact of Shareholder approval for Resolution 11 will be the extent to which the Company’s 15% Threshold is refreshed.

Accordingly, if:

Resolution 11 is approved , the Company’s capacity under Listing Rule 7.1 will be refreshed to the extent of the 112,000,000 Equity Securities approved for issue. The Company’s 15% capacity under Listing Rule 7.1 will be refreshed and assuming no other Equity Securities are issued and that no new convertible notes are converted, the Company will be able to issue an additional 220,708,810 new Shares without Shareholder approval and without relying on any exceptions to the 15% Threshold;
Resolution 11 is not approved , the Company’s capacity under Listing Rule 7.1 will not be refreshed to the extent of the 112,000,000 Equity Securities.

The Company’s 15% capacity under Listing Rule 7.1 will not be refreshed and assuming no other Equity Securities are issued and that no convertible notes are converted, the Company may not be able to issue any additional Shares in the next 12 months without Shareholder approval, unless one of the exceptions in Listing Rule 7.2 applies or all necessary Shareholder Approvals are obtained to refresh the Placement Capacity at LNY’s 2014 AGM.

In addition, if Resolution 11 is not approved, the Company is obliged to redeem the unlisted Convertible Notes to the extent they cannot be converted without breaching Listing Rule 7.1 and must repay the relevant subscription amount paid to the holders of the relevant proportion of the Convertible Notes.

Voting exclusion statements are included in the Notice.

4. Recommendation

No members of the Board have any personal interests in the outcome of Resolution 11.

Accordingly, the Board unanimously recommends that eligible Shareholders vote in favour of Resolution 11. Each Director intends to vote all Shares they own or control the right to vote in favour of Resolution 11.

RESOLUTION 12 APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

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1. Overview

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued Share capital through placements over a 12 month period after the AGM ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).

The Directors of the Company believe that Resolution 12 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution 12.

2. Description of Listing Rule 7.1A

(a) Shareholder approval

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

(b) Equity Securities

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

The Company, as at the date of the Notice, has on issue two (2) classes of Equity Securities, being Shares and unlisted convertible notes.

(c) Formula for calculating 10% Placement Facility

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

(A x D) – E

‘A’ is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid Shares that became fully paid in the 12 months;
(iii) plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4. This does not include an

issue of fully paid Shares under the entity’s 15% placement capacity without Shareholder approval;

(iv) less the number of fully paid Shares cancelled in the 12 months.

‘ D’ is 10%;

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

(d) Listing Rule 7.1 and Listing Rule 7.1A

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

At the date of this Notice, the Company has on issue 1,471,392,067 Shares. The Company therefore has a capacity to issue:

(i) 220,708,810 Equity Securities under Listing Rule 7.1; and

(ii) 147,139,207 Equity Securities under Listing Rule 7.1A.

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

(e) Minimum Issue Price

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

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

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

(f) 10% Placement Period

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

(i) the date that is 12 months after the date of the AGM at which the approval is obtained; or

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

or such longer period if allowed by ASX ( 10% Placement Period ).

3. Listing Rule 7.1A

The effect of Resolution 12 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 12 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

4. Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 12 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:
(i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

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

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Shares for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table shows:

(iii) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(iv) two examples of where the issue price of Shares has decreased by 50% and increased by 50% as against the current market price.

Table 1: ASX Listing Rule 7.1A Disclosure

Variable “A” in Listing Rule 7.1A.2	Voting Dilution		Dilution
		$0.002 50% decrease in Issue Price	$0.004 Issue Price	$0.008 100% increase in Issue Price
Current Variable A 1,471,392,067 Shares	10% voting dilution		147,139,206.70
	Funds raised	$294,278	$588,557	$1,177,114
50% increase in current Variable A 2,207,088,100 Shares	10% voting dilution		220,708,810.05
	Funds raised	$441,418	$882,835	$1,765,670
100% increase in current Variable A 2,942,784,134 Shares	10% voting dilution		294,278,413.40
	Funds raised	$588,557	$1,177,114	$2,354,227

The table has been prepared on the following assumptions:

(i) No Equity Securities are exercised into Shares before the date of the issue of the Equity Securities.
(ii) 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%.
(iii) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(iv) The issue price is $0.004, being the closing price of the Shares on ASX on 23 October 2014.
(c) The Company will only issue and allot the Equity Securities during the Placement Period. The approval under Resolution 12 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) for cash consideration, in which case the Company may use the funds raised towards making (or to securing the right to make) one or more acquisitions and/or to further its existing projects; and/or general working capital; or
(ii) non-cash consideration for the acquisition of (or securing the right to make acquisitions of) new projects and investments or to further its existing projects. In

such circumstances the Company will 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.

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

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(ii) the effect of the issues of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company.

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

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

(f) The Company has not previously obtained approval under Listing Rule 7.1A.
(g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

RESOLUTION 14 APPROVAL TO ISSUE SHARES UNDER THE CAPITAL RAISING

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1. Introduction

For the purpose of listing Rule 7.1, we are seeking Shareholder approval for Resolution 14 referred to in the accompanying Notice.

2. The Resolution and Explanation

The Company placed 80,643,528 Shares under the Capital Raising to various Exempt Investors unrelated to the Company on 23 October 2014. Resolution 14 is proposed to approve the balance issue of Shares under the Capital Raising to various Exempt Investors to raise up to $158,070.

Specifically, Resolution 14 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to a maximum of 52,689,805 Shares to various Exempt Investors or their nominees pursuant to the Capital Raising ( Balance Shares ).

If Shareholder approval is not obtained, the Balance Shares will need to be issued pursuant to Listing Rule 7.1, which allows the Company to issue up to 15% of its total ordinary Share capital without Shareholder approval during the following 12 month period.

If Shareholders approve the issue of the Balance Shares, LNY’s Placement Capacity and LNY’s Board will have the flexibility to issue further securities up to the 15% Threshold over the following 12 month period. On the basis that Shareholder approval for this Resolution 14 is obtained, the issue of the Balance Shares will not be counted as a new issue for the purposes of the 15% Threshold.

3. Listing Rule Requirements

3.1 Information required by the Listing Rules

Listing Rule 7.3 requires that the information listed below be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to Listing Rule 7.1:

Table 1: ASX Listing Rule 7.3 Disclosure

Item	Information
Maximum number of securities issued	52,689,805 Shares.
Issue Price	$0.003 per Share.
Issue date / date by which the entity will issue the securities	The Balance Shares are proposed as soon as practicable after the date of the Meeting, and in any event not later than 28 February 2014, being 3 months after the date of the Meeting.
Terms of the securities	The Balance Shares issued are fully paid ordinary shares in the capital of the Company that rank equally in all respects with the Company’s existing Shares on issue. For further details refer to Annexure A.
Name of allottees or basis on which determined	Exempt Investors or their nominees

Item	Information
Use of funds	As per Resolution 8, the proceeds of the issue will enable the Company to advance its Agate Creek Gold Project, New Zealand Gold and NSW Coal Projects as well as provide general working capital. Specifically, funds and drilling activities will be primarily directed towards LNY’s 100% owned Agate Creek Gold Project. In addition to undertaking up to a 5,000 metre drilling program, the Company will also continue the work required to apply for a mining lease over part of the Company’s Agate Creek tenement area. The successful grant of the mining lease will enable the Company to initially conduct a larger metallurgical sample of up to 40,000 tonnes to further investigate potential process route and gold recovery refinements. This follows the 5,472 tonne metallurgical sample taken from the project earlier this year, from which 1,725 ounces of gold were successfully recovered.

Item

Information

Use of funds

As per Resolution 8, the proceeds of the issue will enable the
Company to advance its Agate Creek Gold Project, New Zealand
Gold and NSW Coal Projects as well as provide general working
capital. Specifically, funds and drilling activities will be primarily
directed towards LNY’s 100% owned Agate Creek Gold Project.
In addition to undertaking up to a 5,000 metre drilling program,
the Company will also continue the work required to apply for a
mining lease over part of the Company’s Agate Creek tenement
area.
The successful grant of the mining lease will enable the
Company to initially conduct a larger metallurgical sample of up
to 40,000 tonnes to further investigate potential process route
and gold recovery refinements. This follows the 5,472 tonne
metallurgical sample taken from the project earlier this year,
from which 1,725 ounces of gold were successfully recovered.

3.2 Impact of Shareholder approval

Importantly, Shareholders should note that:

Shareholder approval is required for the issue of the Balance Shares in accordance; however
if Shareholder approval is not obtained for Resolution 14, the Balance Shares will be issued pursuant to Listing Rule 7.1, assuming there is available Placement Capacity.

Accordingly, if:

Resolution 14 is approved the Company’s capacity under Listing Rule 7.1 will not be impacted. Assuming no other Equity Securities are issued and that no convertible notes are converted, the Company will be able to issue an additional 220,708,810 new Shares without Shareholder approval in the following 12 months and without relying on any exceptions to the 15% Threshold;
Resolution 14 is not approved the Company’s capacity under Listing Rule 7.1 will be impacted to the extent of the Balance Shares. The Company will only be able to issue new Shares without Shareholder approval in the following 12 months to the extent of its remaining Placement Capacity.

Voting exclusion statements are included in the Notice.

4. Recommendation

No members of the Board have any personal interests in the outcome of Resolution 14. Accordingly, the Board unanimously recommends that eligible Shareholders vote in favour of Resolution 14. Each Director intends to vote all Shares they own or control the right to vote in favour of Resolution 10.

GLOSSARY

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In the Meeting Materials:

$	means Australian dollars.
ASIC	means Australian Securities and Investments Commission.
Associate(s)	has the meaning given in section 12 of the Corporations Act.
ASX	means the Australian Securities Exchange or ASX Limited ACN 008
	624 691.
Board	means the board of Directors of the Company.
Capital Raising	means the raising of $600,000 via a share issue of up to 200 million
	Shares at an issue price of $0.003 per Share.
Chairman	means the chairman of the Board, Mr Stephen Bizzell.
Closely Related Party	means a Closely Related Party of a Key Management Personnel, as
	set out in the Remuneration Report.
CompanyorLNY	means Laneway Resources Ltd ACN 003 049 714.
Constitution	means the constitution of the Company as in force from time to time.
Convertible Note Capital	issue of 160,000,000 convertible notes (convertible into ordinary
Raising	shares on a one for one basis) with an issue price of $0.0025 per note
	and otherwise on the terms set out in Annexure B.
Corporations Act	means the Corporations Act 2001 (Cth).
Directors	means the Directors of the Company from time to time, which as at
	the date of this Notice are Stephen Bizzell, Richard Anthon and Mark
	Baker.
Drilling Funding Agreement	means the agreement with Etheridge Operations Pty Ltd for up to
	$0.35 million worth of drilling and associated activities to be
	provided in exchange for the issue of up to a maximum of
	100,000,000Shares at an issue price of $0.0035 per Share.
Etheridge Shares	means the issue of 100,000,000 Shares at an issue price of $0.0035
	per Share, pursuant to the Drilling Funding Agreement.
Equity Security	has the meaning given in Listing Rule 19.2.
Exempt Investors	means those investors who are sophisticated, professional or
	otherwise exempt from the disclosure requirements in accordance
	with an exception in section 708 of the Corporations Act.
Explanatory Memorandum	means this explanatory memorandum that accompanies and forms
	part of the Notice and Meeting Materials.
Financial Benefit	has the meaning given under section 229 of the Corporations Act.
Issue Price	means $0.0025 (in respect of the Convertible Notes and Baker
	Convertible Notes).
Key Management Personnel	means the Key Management Personnel as set out in the
	Remuneration Report.

Laneway Resources Limited means the Company that this Notice of Meeting relates. Listing Rules means the official Listing Rules of ASX. Meeting or Annual General means the annual general meeting of the Company to be convened Meeting by the Notice (unless the context otherwise requires), scheduled for Friday, 28 November 2014. Meeting Materials means the Notice, Explanatory Memorandum and Proxy Form. Notice means the notice of Annual General Meeting setting out the Resolutions dated 30 October 2014 and which these Meeting Materials accompany. Proxy Form means the proxy form accompanying the Notice. Related Parties or Related means Stephen Bizzell, Richard Anthon, Mark Baker and Ben Harrison Party in accordance with section 228 of the Corporations Act. Related Party Securities has the meaning given in Resolutions 4 – 7. Related Party Allocation Refers to the maximum number of Related Party Securities to be Table allocated across the Related Parties. Related Bodies Corporate has the meaning given in the Corporations Act. relevant interest has the meaning given in section 608 of the Corporations Act. Resolution means Resolution 1 (The Adoption of Remuneration Report), Resolution 2 (The Election of Mr Mark Baker as a Director), Resolution 3 (The election of Mr Stephen Bizzell as a Director), Resolutions 4 – 7 and 13 (Approval to issue Securities to Related Parties), Resolution 8 – 9 (Ratification of Placement Securities), Resolution 10 (Approval to issue Shares under the Drilling Funding Agreement), Resolution 11 (Approval for the issue of unlisted Convertible Notes and the proposed issue of Shares to be issued upon the unlisted Convertible Notes being converted), Resolution 12 (Approval of 10% Placement Facility), Resolution 13 (Approval for the issue of unlisted Baker Convertible Notes and the proposed issue of Shares to be issued upon the unlisted Baker Convertible Notes being converted) and Resolution 14 (Approval of Placement Securities) or all resolutions, as the context requires.

Share means a fully paid ordinary share in the Company. Shareholder means a holder of Shares. Trading Day has the meaning given in Listing Rule 19.2. VWAP means the volume weighted average price for Shares traded on ASX, to be determined on the basis of price and volume quotes published by Bloomberg.

ANNEXURE A TERMS AND CONDITIONS OF SHARES

All Shares rank equally.

The following is a summary of the more significant rights and liabilities attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with the Corporations Act and the Company’s Constitution.

(b) Voting

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid Shares shall have a fraction of a vote for each partly paid Share. The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored when calculating the proportion.

(c)

Dividends

Dividends are payable out of the Company's profits and are declared or determined to be payable by the Directors. Subject to the rights of persons (if any) entitled to Shares with special rights to dividends, dividends declared will be payable on the Shares in proportion to the amount for the time being paid in respect of each Share.

The Directors may carry forward so much of the profits remaining as they consider ought not to be distributed as dividends by transferring those profits to a reserve.

(d) Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of

facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by the Directors.

Generally (subject to formal requirements and to the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia including the transfer not being in breach of the Corporations Act or the ASX Listing Rules), the Shares are freely transferable.

(e) Meetings and notice

Each Shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the constitution of the Company, the Corporations Act or the Listing Rules.

(f) Winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as the liquidator considers fair on any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the sanction of a special resolution of the Company, vest the whole or any part of any such property in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(g) Shareholder liability

As all Shares on issue are fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(h) Future increase in capital

Subject to restrictions on the issue or grant of securities contained in the Corporations Act, Listing Rules and SXG’s constitution, the Directors may issue, allot or dispose of Shares on terms determined by the Directors, at the issue price that the Directors determine and to Shareholders whether in proportion to their existing Shareholdings or otherwise, and to such other persons as the Directors may determine.

(i) Variation of rights

Subject to the relevant restrictions in the Corporations Act and Listing Rules, if at any time the Share capital is divided into different classes of Shares, the rights attached to any class may (unless otherwise provided by the terms of issue of the Shares of that class), whether or not the Company is being wound up, be varied or abrogated in any way with the consent in writing of the holders of three-quarters of the issued Shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the Shares of that class.

(j) Alteration of Constitution

The Constitution of the Company can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. At least 28 days written notice of the special resolution must be given.

ANNEXURE B TERMS AND CONDITIONS OF UNLISTED CONVERTIBLE NOTES

The following is a summary of the more significant rights and liabilities attaching to the unlisted convertible notes. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of unlisted convertible note holders. To obtain such a statement, persons should seek independent legal advice.

(a) Definitions

Company means Laneway Resources Ltd
Convert means the redemption of a Convertible Note in conjunction with the Company applying the principal amount of that Convertible Note in subscription for Shares and Conversion will be construed accordingly.
Conversion Formula means 1 Convertible Note to 1 Share.
Conversion Notice means a notice in the form set out on each Holding Statement.
Convertible Notes means Convertible Notes to be created and issued by the Company having the Conditions of Issue.
Issue Price means $0.0025 per Convertible Note.
Redemption Date means 26 June 2015.
Term means the period from the Subscription Date to the Redemption Date.

(b) Quotation

The Company will not seek the quotation of the Convertible Notes on the Australian Securities Exchange Ltd.

(c) Conversion

The Note Holder may Convert the Convertible Notes into shares in the Company in accordance with the Conversion Formula at any time during the Term by providing a Conversion Notice to the Company.
If this Conversion requires the approval of the Company’s shareholders the Company will convene a meeting of its shareholders for this purpose and will not be required to Convert or redeem the Convertible Notes until shareholder approval is obtained. If shareholder approval is not obtained to the Conversion the Company will immediately redeem the Convertible Notes.

(d) Redemption

If the Convertible Notes are not earlier converted then the Company will redeem the Convertible Notes at the Redemption Date by repayment to the Note Holder of the Subscription Amount.

(e) Consent to Become a Member

The Note Holder acknowledges and agrees that upon Conversion, the Note Holder will become a member of the Company.

(f) Discharge and Release

The Company will immediately be discharged and released from its liabilities, obligations and covenants under this Deed in respect of any Convertible Note on the first to occur of the redemption or Conversion of the Convertible Notes.

(g) Governing Law

This Schedule shall be governed by and construed in accordance with the laws of Queensland.

LANEWAY RESOURCES LIMITED

ACN 003 049 714

LODGE YOUR VOTE

By mail:  Laneway Resources Limited  [By fax:][ (07) 3108 3501] GPO BOX 1164 Brisbane QLD 4001

 All enquiries to: Telephone: (07) 3108 3500

X99999999999

PROXY FORM

I/We being a member(s) of Laneway Resources Limited and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered shareholder) you are appointing as your proxy.

Failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to vote on my/our behalf (including in accordance with the directions set out below or, if no directions have been given, to vote as the proxy sees fit, to the extent permitted by the law) at the Annual General Meeting of the Company to be held at 9:00am (Brisbane time) on Friday, 28 November 2014 at Level 9, Waterfront Place, 1 Eagle Street, Brisbane, Qld, 4000 (the Meeting) and at any postponement or adjournment of the Meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2		VOTING DIRECTIONS	VOTING DIRECTIONS
Resolutions	For	Against Abstain*		For	Against Abstain*
1Adoption of Remuneration Report			8Ratifcation of prior issue of Shares under the Capital Raising
2Election of Mr Mark Baker as a Director			9Ratifcation of Placement Securities
3Re-election of Mr Stephen Bizzell as a Director			10Approval to issue Shares under the Drilling Funding Agreement
			11Approval for the issue of unlisted Convertible
4Approval to issue the Bizzell Securities			Notes and the proposed issue of Shares to be issued upon the unlisted Convertible
			Notes being converted
5Approval to issue the Baker Securities			12Approval of Additional 10% Placement Facility
			13Approval for the issue of unlisted Baker
6Approval to issue the Anthon Securities 7Approval to issue the Harrison Securities			Convertible Notes and the proposed issue of Shares to be issued upon the unlisted Baker Convertible Notes being converted 14Approval to issue Shares under the Capital Raising

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

LNY PRX401R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the Meeting.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:00am (Brisbane time) on Wednesday, 26 November 2014, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 by mail:

Laneway Resources Limited GPO BOX 1164 Brisbane QLD 4001



by fax:

(07) 3108 3501



by hand:

delivering it to Level 9, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

AI assistant

SAVANNAH GOLDFIELDS LIMITED — AGM Information 2014

65880_rns_2014-10-30_d099bc9f-1bb3-4444-9ecd-02b64d12d694.pdf

LANEWAY RESOURCES LTD

ACN 003 049 714

NOTICE OF ANNUAL GENERAL MEETING

and

MEETING MATERIALS

CORPORATE DIRECTORY

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

RECEIPT OF 2014 FINANCIAL STATEMENTS

RESOLUTION 1: Adoption of Remuneration Report

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

RESOLUTION 2: Election of Mr Mark Baker as a Director

RESOLUTION 3: Re-election of Mr Stephen Bizzell as a Director

RESOLUTION 4: Approval to issue Bizzell Securities

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

RESOLUTION 5: Approval to issue Baker Securities

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

RESOLUTION 6: Approval to issue Anthon Securities

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

RESOLUTION 7: Approval to issue Harrison Securities

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

RESOLUTION 8: Ratification of prior issue of Shares under the Capital Raising.

RESOLUTION 9: Ratification of Placement Securities

RESOLUTION 10: Approval to issue Shares under the Drilling Funding Agreement to Etheridge Operations Pty Ltd

RESOLUTION 11: Approval for the issue of unlisted Convertible Notes and the proposed issue of Shares to be issued upon the unlisted Convertible Notes being converted

RESOLUTION 12: Approval of Additional 10% Placement Facility

RESOLUTION 13: Approval for the issue of unlisted Baker Convertible Notes and the proposed issue of Shares to be issued upon the Baker Convertible Notes being converted

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

RESOLUTION 14: Approval to issue Shares under the Capital Raising.

NOTES ON ATTENDANCE AND VOTING AT THE MEETING

VOTING ENTITLEMENT

VOTING AT THE MEETING

APPOINTMENT OF PROXIES

PROXIES AND CONDUCT OF MEETING

TABLE OF CONTENTS

EXPLANATORY MEMORANDUM

IMPORTANT NOTICE

RESPONSIBILITY FOR INFORMATION

FORWARD LOOKING STATEMENTS

THE RESOLUTIONS

WHAT IF I HAVE QUESTIONS?

RESOLUTION 1 ADOPTION OF REMUNERATION REPORT

1. Introduction

2. Two strikes

3. Board recommendation

RESOLUTION 2 ELECTION OF MR MARK BAKER AS A DIRECTOR

1. Introduction

2. Director’s Biography

3. Board Recommendation

RESOLUTION 3 RE-ELECTION OF MR STEPHEN BIZZELL AS A DIRECTOR

1. Introduction

2. Director’s Biography

3. Board recommendation

RESOLUTIONS 4 – 7, 13 APPROVAL TO ISSUE SECURITIES TO RELATED PARTIES

1. Introduction

1.1 ASX Listing Rules

1.2 Corporations Act

2. The Resolutions and Explanation

3. Listing Rule Requirements

4. Corporations Act Requirements

5. Dilutive effect of issuing Related Party Securities

6. Directors’ Recommendation

RESOLUTIONS 8 - 9 RATIFICATION OF PRIOR ISSUE OF SECURITIES

Background

(together the Placement Securities or Placements ).

ASX Listing Rules

Specific information required by ASX Listing Rule 7.5

Impact of Shareholder approval

RESOLUTION 10 APPROVAL TO ISSUE SHARES UNDER THE DRILLING FUNDING AGREEMENT

1. Introduction

2. The Resolution and Explanation

3. Listing Rule Requirements

3.1 Information required by the Listing Rules

3.2 Related party information

3.3 Impact of Shareholder approval

4. Recommendation

RESOLUTION 11 APPROVAL FOR THE ISSUE OF UNLISTED CONVERTIBLE NOTES AND THE PROPOSED ISSUE OF SHARES TO BE ISSUED UPON THE UNLISTED CONVERTIBLE NOTES BEING CONVERTED

SAVANNAH GOLDFIELDS LIMITED AGM Information 2014