SPC GLOBAL HOLDINGS LTD — AGM Information 2014

Oct 26, 2014

CREST MINERALS LIMITED

ACN 150 015 446

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY NOTES

PROXY FORM

Date of Meeting 28 November 2014

Time of Meeting 10:30 am (Adelaide time)

Place of Meeting Grant Thornton Level 1, 67 Greenhill Road, Wayville, South Australia

CREST MINERALS LIMITED ACN 150 015 446

NOTICE OF 2014 ANNUAL GENERAL MEETING

Notice is hereby given that the second Annual General Meeting of Shareholders of Crest Minerals Ltd ("Company") will be held at the offices of Grant Thornton, Level 1, 67 Greenhill Road, Wayville, South Australia on Friday 28 November 2014 at 10:30 am (Adelaide time).

The business to be considered at the Annual General Meeting is set out below.

This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes, which forms part of this Notice of Meeting and contains information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the Resolutions set out in this Notice of Meeting, you should consult your financial or other professional adviser.

Defined terms used in this Notice of Meeting have the meanings given to those Terms in the Glossary at the end of the Explanatory Notes.

GENERAL BUSINESS

2014 Financial Statements

To receive, consider and discuss the Company's Financial Report including the Directors' Declaration for the year ended 30 June 2014 and the accompanying Directors' Report and Auditor's Report.

ORDINARY BUSINESS

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, pass the following Resolution as a non-binding Resolution:

"That the Remuneration Report that forms part of the Annual Report of the Company for the year ended 30 June 2014 be adopted for the purpose of section 250R(2) of the Corporations Act."

Note: Section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting restriction: In accordance with the Corporations Act, a vote must not be cast on this Resolution (and will be taken not to have been cast if cast contrary to this restriction) by a Key Management Personnel, details of whose remuneration are included in the Remuneration Report, and any Closely Related Party of such a Member. However, the Member or any Closely Related Party of such a Member may vote if:

• a) it is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution, or by a person who is the chair of the Meeting at which the Resolution is voted on and the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a Key Management Personnel; and
• b) it is not cast on behalf of the Member or any Closely Related Party of such a Member.

Resolution 2 - Re-election of Mr Jaroslaw Kopias as a Director of the Company

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

"That Mr Jaroslaw Kopias, a Director retiring by rotation in accordance with clause 13.2 of the Constitution of the Company, being eligible, and having offered himself for re-election, be re-elected as a Director of the Company."

Resolution 3 - Election of Mr Simon O'Loughlin as a Director of the Company

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

"That Mr Simon O'Loughlin, a Director retiring in accordance with clause 13.4 of the Constitution of the Company, being eligible, and having offered himself for election, be elected as a Director of the Company."

SPECIAL BUSINESS – ORDINARY RESOLUTION

Resolution 4 – Issue of Shares to Mr Andrew Kuzemko

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

"That, for the purposes of ASX Listing Rule 10.11, approval is given for the issue and allotment of 1,000,000 Shares to Mr Andrew Kuzemko (or his nominee) on the terms set out in the Explanatory Notes."

Voting exclusions and voting restriction

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this Resolution by Mr Kuzemko, any associates of Mr Kuzemko and any Director of the Company. However, the Company need not disregard a vote if:

• a) it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• b) it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further, in accordance with the Corporations Act, a vote must not be cast on this Resolution (and will be taken not to have been cast if cast contrary to this restriction) by a Key Management Personnel, and any Closely Related Party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution. However, the member or any Closely Related Party of such a member may vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution or by a person who is the chair of the Meeting at which the Resolution is voted on and the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a Key Management Personnel.

SPECIAL BUSINESS – SPECIAL RESOLUTION

Resolution 5 - Approval of 10% Additional Placement Capacity

To consider and, if thought fit, pass the following Resolution as a Special Resolution:

"That, for the purpose of ASX Listing Rule 7.1A, approval is given for the Company to have the additional capacity to issue Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Notes."

Voting exclusion: In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this Special Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of Shares) and any associate of such person, if the Resolution is passed. However, the Company need not disregard a vote if:

• a) it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• b) it is cast by the person chairing the Meeting as a 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

Jaroslaw (Jarek) Kopias Company Secretary Adelaide, 20 October 2014

YOUR VOTE IS IMPORTANT

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

IMPORTANT INFORMATION CONCERNING PROXY VOTES ON RESOLUTION 1

The Corporations Act places certain restrictions on the ability of Key Management Personnel and their closely related parties to vote on the Resolutions connected directly or indirectly with the remuneration of the Key Management Personnel.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In particular, Shareholders who intend to appoint the Company's Chairman as their proxy (including an appointment by default) are encouraged to direct the Chairman as to how to vote on all Resolutions.

If the Chairman of the Meeting is appointed, or taken to be appointed, as your proxy, you can direct the Chairman to vote for, against or abstain from voting on Resolution 1 by marking the box opposite the Resolution on the Proxy Form. You should direct the Chairman how to vote on this Resolution.

However, if the Chairman of the Meeting is your proxy and you do not direct the Chairman how to vote in respect of Resolution 1 on the Proxy Form, you will be deemed to have directed and expressly authorised the Chairman to vote your proxy in favour of the relevant Resolution. This express authorisation acknowledged that the Chairman may vote your proxy even if:

• (a) Resolution 1 is connected directly or indirectly with the remuneration of a member or members of the Key Management Personnel for the Company; and
• (b) the Chairman has an interest in the outcome of Resolution 1 and that votes cast by the Chairman for this Resolution, other than as authorised proxy holder, will be disregarded because of that interest.

VOTING AND PROXY

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should either attend in person at the time, date and place of the Meeting set out above or appoint a proxy or proxies to attend or vote on the Member's behalf.

In completing the attached Proxy Form, Members must be aware that where the Chairman of the Meeting is appointed as their proxy, they will be directing the Chairman to vote in accordance with the Chairman's voting intention unless you indicate otherwise by marking the "For", "Against" or "Abstain" boxes. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. Members should note that they are entitled to appoint the Chairman as a proxy with a direction to cast the votes contrary to the Chairman's voting intention, or to abstain from voting, on any Resolution in the Proxy Form. Also, Members may appoint, as their proxy, a person other than the Chairman.

A proxy does need not be a Member of the Company. For the convenience of Members, a Proxy Form is enclosed. A Member who is entitled to attend and cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion or number of voting rights each proxy may exercise. If the Member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Member.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In order to be valid, the Proxy Form must be received by the Company at the address or facsimile number specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 10:30am Adelaide time on 26 November 2014):

Crest Minerals Limited c/- Computershare Investor Services Pty Ltd GPO Box 242, MELBOURNE, VIC 3001 or facsimile: +61 3 9473 2555 or 1800 783 447

Any Proxy Forms received after that time will not be valid for the Meeting.

For Intermediary Online subscribers only (custodians), cast the Shareholder's vote online by visiting www.intermediaryonline.com.

A Member who is a body corporate may appoint a representative to attend the Meeting in accordance with the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting.

For the purpose of determining the voting entitlements at the Meeting, the Directors have determined that Shares will be taken to be held by the registered holders of those Shares at 6:30pm Adelaide time on 26 November 2014. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

ANNUAL GENERAL MEETING - EXPLANATORY NOTES

These Explanatory Notes accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting, and should be read in conjunction with this Notice of Meeting.

If any Shareholder is in doubt as to how they should vote, they should seek advice from their legal, financial or other professional adviser prior to voting.

Introduction

These Explanatory Notes have been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be considered at the Annual General Meeting of the Company. The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.

Terms defined in the Notice of Meeting have the same meaning in these Explanatory Notes.

GENERAL BUSINESS

Receiving financial statements and reports

The Corporations Act requires that Shareholders consider the annual consolidated financial statements and reports of the Directors and auditor every year.

There is no requirement either in the Corporations Act or the Constitution for Shareholders to approve the Financial Report, the Directors' Report or the Auditor's Report. Shareholders will be given a reasonable opportunity at the meeting to:

• a) ask questions about, or make comments on, the management of the Company; and
• b) ask a representative of the Company's Auditor, Grant Thornton, questions relevant to:
  • 1. the conduct of the audit;
  • 1. the preparation and content of the Auditor's Report;
  • 1. the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and
  • 1. the independence of the Auditor in relation to the conduct of the audit.

A Member who is entitled to cast a vote at the Meeting may submit written questions to the Company's Auditor if the question is relevant to the content of the Auditor's report or the conduct of the audit of the annual financial report. A written question must be submitted by giving the question to the Company no later than 5:00pm Adelaide time on Thursday 23 October 2014, being five business days before the day on which the Meeting is to be held and, the Company will then, as soon as practicable after the question has been received, pass the question on to the Auditor.

The Chairman of the Annual General Meeting will allow a reasonable opportunity at the Annual General Meeting for a representative of the Company's Auditor to answer any such written questions submitted. If the Company's Auditor has prepared written answers to written questions, the Chairman may allow these to be tabled at the Meeting and such written answers will be available to Members as soon as practicable after the Meeting. The Company will make copies of the question list reasonably available to Members attending the Meeting.

No Resolution is required to be moved in respect of this item of General Business.

GENERAL BUSINESS

Resolution 1: Remuneration Report

The Remuneration Report for the financial year ended 30 June 2014 is set out in the Directors' Report within the 2014 Annual Report, which is available on the Company's website: http://www.crestminerals.com.au. The Remuneration Report sets out the Company's remuneration arrangements for Directors, including the Managing Director, and the Company's Key Management Personnel.

Section 300A of the Corporations Act requires the Directors to include a Remuneration Report in their report for the financial year. Section 250R(2) of the Corporations Act requires the Remuneration Report to be put to a vote at the Company's Annual General

Meeting. The vote on the Resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

In relation to the non-binding shareholder vote, under the Corporations Act, if 25% or more of the votes that are cast are voted against the adoption of a company's remuneration report at two consecutive AGM's, then Members will be required to vote at the second of those AGMs on a resolution ("Spill Resolution") that another meeting be held within 90 days at which all of the company's directors (except the Managing Director) cease to hold office immediately before the end of the "spill meeting" and must stand for reelection. The meeting may resolve to appoint those or other persons to the vacated positions. The Corporations Act also contains a re-setting mechanism so that a Spill Resolution could only be considered by Members at every second AGM. At the 2013 AGM, the Company's remuneration report for the financial year ended 30 June 2013 did not receive 25% or more of the votes cast against the adoption of the remuneration report.

The Directors believe that the Company's remuneration policies and structures are appropriate relative to the size of the Company and its business.

Board Recommendation: The Board, while noting that each Director has a personal interest in their own remuneration from the Company, recommends that Members vote in favour of Resolution 1.

Resolution 2: Re-election of Mr Jaroslaw Kopias as a Director of the Company

In accordance with clause 13.2 of the Constitution, one third of the Directors are required to retire from office by rotation at each Annual General Meeting. A retiring Director is eligible for re-election.

Accordingly Mr Jaroslaw Kopias is required to retire as a Director of the Company and being eligible, has offered himself for reelection. A resume of Mr Kopias follows:

Mr Jaroslaw Kopias, BCom, CPA, ACIS, ACSA (Executive Director)

Mr Kopias is a Certified Practicing Accountant and Chartered Secretary and has over 18 years of industry experience in a wide range of financial and secretarial roles within the resources industry. As an accountant, Mr Kopias worked in numerous financial roles for companies, specialising in the resource sector – including 5 years at WMC's Olympic Dam operations, 5 years at Newmont Australia's corporate office and 5 years at Stuart Petroleum (prior to its merger with Senex Energy).

He is currently the CFO and Company Secretary of Valence Industries Limited (ASX:VXL), Core Exploration (ASX:CXO) and Lincoln Minerals Limited (ASX:LML) and has been previously been the Company Secretary of Stuart Petroleum Limited (formerly ASX:STU) prior to its merger with Senex Energy Limited (ASX:SXY).

As Mr Kopias has been acting in an executive capacity, Company Secretary and Chief Financial Officer, since 25 August 2011, the Board does not consider him to be an independent Director.

Mr Kopias has been a Director of the Company since 27 August 2013.

Board Recommendation: The Directors (other than Mr Kopias) recommend that Shareholders vote in favour of Resolution 2.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the re-election of Mr Kopias.

Resolution 3: Election of Mr Simon O'Loughlin as a Director of the Company

In accordance with clause 13.4 of the Constitution, Directors appointed by the Board must stand for re-election at the following Annual General Meeting. A Director appointed by the Board is eligible for re-election.

Accordingly Mr Simon O'Loughlin is required to retire as a Director of the Company and being eligible, has offered himself for reelection. A resume of Mr O'Loughlin follows:

Mr Simon O'Loughlin, BA (Acc), Law Society Certificate in Law (Non-Executive Director)

Mr O'Loughlin is the founder of O'Loughlins Lawyers, an Adelaide based, specialist commercial law firm. He has extensive experience in the corporate and commercial law fields while practising in Sydney and Adelaide, and also holds accounting qualifications.

More recently, Mr O'Loughlin has been focusing on the resources sector, and is currently chairman of ASX-listed companies Petratherm Ltd and Lawson Gold Ltd, and a non-executive director of Goldminex Ltd, Chesser Resources Ltd and WCP Resources Ltd.

Mr O'Loughlin has extensive experience and involvement with companies in the small industrial and resources sectors. He has also been involved in the listing and back-door listing of numerous companies on the ASX. He is a former Chairman of the Taxation Institute of Australia (SA Division) and Save the Children Fund (SA Division).

The Board considers Mr O'Loughlin to be an independent Director.

Mr O'Loughlin has been a Director of the Company since 26 May 2014.

Board Recommendation: The Directors (other than Mr O'Loughlin) recommend that Shareholders vote in favour of Resolution 3.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the re-election of Mr O'Loughlin.

Resolution 4 – Issue of Share to Mr Andrew Kuzemko

Background

Mr Andrew Kuzemko was a non-executive Director of the Company and resigned as Director on 20 June 2014. He was one of the founding Directors of the Company and was instrumental in the initial public offering and consequent ASX listing in June 2012. This year he was also instrumental in assisting us to refocus and recapitalise Crest. In order to strengthen the Board and at the same time and not increase overheads, Mr Kuzemko elected to resign, making way for Mr O'Loughlin. In order to remunerate Mr Kuzemko based on the additional work, strengthen the Board and the desire to preserve cash, the Board has determined to include an equity remuneration component in excess of his Director's' fees. Mr Kuzemko will be issued 1,000,000 Shares in the Company if approved by Members at this Meeting.

Reason for approval

ASX Listing Rule 10.11 requires shareholder approval for the issue of securities to a director. The rule also applies to Mr Kuzemko as he was a Director of the Company in the previous 6 month period. Accordingly, shareholder approval is sought for the issue of a total of 1,000,000 Shares to Mr Kuzemko as set out below.

Corporations Act

Under Chapter 2E of the Corporations Act a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Mr Kuzemko is a related party of the Company due to the fact that he has been a director of the Company in the previous six month period. The issue of Shares constitutes a "Financial Benefit" as described in the Corporations Act. Accordingly, the proposed issue of Shares to Mr Kuzemko will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exemptions under section 211 of the Corporations Act (remuneration and reimbursement) apply to the proposed option issue pursuant to Resolution 4. Accordingly, while the Directors have not determined to seek shareholder approval under section 208 of the Corporations Act, shareholder approval must nonetheless be obtained pursuant to ASX Listing Rule 10.11. If approval of the issue is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Issue of Shares

Upon approval at the Annual General Meeting (AGM), 1,000,000 Shares will be issued to Mr Kuzemko within 5 business days of the AGM.

The Company will not issue the Shares later than 1 month after the AGM.

The Company advises that there are no loans provided to Mr Kuzemko in relation to the issue of Shares.

Issue Price

There is no issue price and consequently there are no funds raised upon issue of the Shares as they are issued for nil consideration.

Board Recommendation: As the Directors have an interest in the outcome of Resolution 4, the Directors make no voting recommendation to Shareholders as to how to vote in relation to Resolution 4.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 4.

SPECIAL RESOLUTION

Resolution 5: Approval of 10% Additional Placement Capacity

Background

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 Annual General Meeting at which approval of the issue is obtained (10% Placement Facility). This 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1 and allows the Company to issue up to 25% of its issued capital in total.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity at the date of this Notice of Meeting and must remain compliant with the requirements of Listing Rule 7.1A at the date of the Meeting to be able to utilise the additional capacity to issue Equity Securities under that Listing Rule. The Company has a current market capitalisation of approximately $1.347m.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has two classes of quoted Equity Securities on issue, being the Shares (ASX Code: CTT) and listed options (ASX Code: CTTO).

The Company is now seeking Shareholder approval by way of a Special Resolution which 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) 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.

Number of Shares

The formula for calculating the maximum amount of securities to be issued under the 10% Placement Facility is calculated as follows:

(A x D) – E

A is the number of Shares on issue 12 months before the date of issue:

• plus the number of Shares issued in the 12 months under an exception in Listing Rule 7.2;
• plus the number of partly paid ordinary Shares that became fully paid in the 12 months;
• plus the number of Shares issued in the 12 months with Shareholder approval under Listing Rule 7.1 and 7.4 (excluding an issue of Shares under the Company's 15% placement capacity without Shareholder approval);
• less the number Shares cancelled in the 12 months.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under this Listing Rule 7.1A.2 in the 12 months before the date of the issue and not issued with Shareholder approval under Listing Rule 7.1 or 7.4.

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

Assuming the passing of Resolution 4 and the exercise of the CTTO options into Shares, as at the date of this Notice, the Company has on issue 145,416,840 Shares and therefore has capacity to issue:

• 1. 21,812,526 Equity Securities under Listing Rule 7.1 (subject to approval of Resolutions 4 and 5 in this Notice) and
• 1. 14,541,684 Equity Securities under Listing Rule 7.1A (subject to approval of Resolutions 4 and 5 in this Notice).

A number of scenarios showing potential issues under Listing Rule 7.1A are detailed in Table 1.

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% Additional Placement Capacity as follows:

1. Minimum issue price

For the purpose of Listing Rule 7.1.A.3, the issue price of Shares under this 10% Additional Placement Capacity will be no less than 75% of the VWAP for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• i) the date on which the price at which the securities are to be issued is agreed; or
• ii) if the securities are not issued within 5 trading days of the date in paragraph i), the date on which the securities are issued.

2. Risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Additional Placement Capacity, the existing Shareholders' voting power in the Company will be diluted as shown in Table 1 below (in the case of unlisted options, only if the unlisted options are exercised).

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 in which the approval under rule 7.1A is given; 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.

Table 1 also shows:

• i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of ordinary securities 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 meeting of Shareholders; and
• ii) two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable "A" in Listing Rule 7.1A.2		Dilution
		$0.007	$0.014	$0.028
		50% decrease in	Issue Price	100% increase in
		issue price		issue price
Current Variable A	10% voting dilution	14,541,684 Shares	14,541,684 Shares	14,541,684 Shares
145,416,840 Shares	Funds raised	$102,000	$204,000	$407,000
50% increase in	10% voting dilution	21,812,526 Shares	21,812,526 Shares	21,812,526 Shares
current Variable A
218,125,260 Shares	Funds raised	$153,000	$305,000	$611,000
100% increase in	10% voting dilution	29,083,368 Shares	29,083,368 Shares	29,083,368 Shares
current Variable A
290,833,680 Shares	Funds raised	$204,000	$407,000	$814,000

TABLE 1

Table 1 has been prepared on the following assumptions:

• There are currently 145,416,840 Shares on issue comprising: 122,523,707 Shares as at the date of this Notice of Meeting; 1,000, 000 Shares which will be issued if Resolution 4 is passed at this Meeting; and assumes the Company's 21,893,133 listed options are exercised into Shares.

• The Company issues the maximum number of Equity Securities available under the 10% Additional Placement Capacity.

• No unlisted options (including any unlisted options issued under the 10% Additional Placement Capacity) are exercised into Shares before the date of the issue of the Equity Securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• Table 1 does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Additional Placement Capacity, based on that Shareholder's holding at the date of the Meeting.

• Table 1 shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• The funds raised have been rounded to the nearest thousand dollars.

• The issue of Equity Securities under the 10% Additional Placement Capacity consists only of Shares. If the issue of Equity Securities includes listed options, it is assumed that those listed options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• The issue price of 1.4 cents per Share, being the approximate average price of Crest Shares traded in the preceding 12 month period to 12 October 2014.

3. Timing

The date by which the Equity Securities may be issued is the earlier of:

• i) 12 months after the date of this Annual General Meeting; and
• ii) the date of 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).

The approval will cease to be valid in the event that holders of the Company's Shares approve a transaction under ASX Listing Rule 11.1.2 or ASX Listing Rule 11.2.

4. Purposes for which Equity Securities may be issued

The Company may seek to issue the Equity Securities for the following purposes:

• i) Non-cash consideration for the acquisition new resources, assets or investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
• ii) Cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued exploration expenditure on the Company's current assets and/or general working capital.

The Company will comply with disclosure obligations under Listing Rule 7.1A.4 and 3.10.5A upon issue of any Equity Securities under the 10% Additional Placement Capacity.

5. Allocation policy

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

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

The allottees under the 10% Additional Placement Capacity 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.

6. Previously obtained approval under rule 7.1A

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at the 2013 AGM on 29 November 2013.

Table 2 shows the total number of Equity Securities issued in the 12 months preceding the date of the Meeting and the percentage those issue represent of the total Equity Securities on issue at the commencement of that 12 month period.

TABLE 2

Equity Securities issued in the prior 12 month period	69,251,864 Ordinary Shares and
Percentage previous issue represents of totalnumber of Equity Securities on issue atcommencement of the 12 month period	79%

The Company provides the details of all issues of Equity Securities by the Company during the 12 months preceding the date of the Meeting in Table 3 as required under Listing Rule 7.3A.6(b):

TABLE 3

Date ofAppendix 3B,number andclass of EquitySecurities andsummary of keyterms	Names of personswho receivedsecurities or basison which thosepersons wasdetermined	Issue Price of EquitySecurities anddiscount to marketprice2 on the tradingday prior to issue	If issued for cash – the total consideration, the amountof cash that has been spent, what it was spent on andthe intended use of the remaining funds.If issued for non-cash – a description of theconsideration and the current value of theconsideration.
23 May 20147,990,000Shares3	Sophisticated,professional andinstitutionalinvestors. Norelated partyparticipation.	1.2 cents per Share.No discount to themarket price of 22 May2014.	$95,880 cash raised and expended entirely on workingcapital.
20 Jun 201461,261,843Shares3	Offered to alleligibleshareholders underthe Company'sRights Issue1Directors, JTrewartha, J Kopiasand A Kuzemkotook up their fullentitlement underthe rights issue.	1.2 cents per Share.No discount to themarket price of 19 June2014.	$735,142 cash raised and expended entirely to acquirenew projects, assess new projects, continue exploration onthe Company's existing assets and for working capitalrequirements.
20 Jun 201411 Shares3	Holders of quotedoptions (CTTO).	6 cents per Share.Premium of approx.400% to the marketprice of 19 June 2014.	$1 cash raised and expended entirely on working capitalupon exercise of listed options.
7 Aug 201410 Shares3	Holders of quotedoptions (CTTO).	6 cents per Share.Premium of approx.275% to the marketprice of 6 August 2014.	$1 cash raised and expended entirely on working capitalupon exercise of listed options.

1 The non-renounceable rights issue was announced by the Company on 19 May 2014.

2 The closing price on the trading platform, excluding special crossings, overnight sales and exchange traded option exercises. 3 Fully paid ordinary Shares.

Board Recommendation: The Directors recommend that Shareholders vote in favour of Resolution 5.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the 10% Additional Placement Capacity.

Glossary

In the Notice of Annual General Meeting and Explanatory Notes:

10% Placement Capacity means the Equity Securities issued under Listing Rule 7.1A.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors of Crest.

Closely Related Party has the meaning given to it in the Corporations Act and the Corporations Regulations.

Constitution means the constitution of the Company.

Crest or the Company means Crest Minerals Limited (ABN 20 150 015 446).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Key Management Personnel means a member of the key management personnel as disclosed in the Remuneration Report.

Listing Rules means the listing rules of ASX.

Meeting or Annual General Meeting means the Annual General Meeting of Shareholders to be held at the offices of Grant Thornton at Level 1, 67 Greenhill Road, Wayville, South Australia on Friday 28 November 2014 at 10:30 am (Adelaide time).

Member or Shareholder means each person registered as a holder of a Share.

Notice or Notice of Meeting means this Notice of Annual General Meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

Remuneration Report means the section of the D' report of Crest that is included in the Annual Report.

Resolution means a resolution referred to in this Notice.

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

Special Resolution means a resolution passed by more than 75% of the votes at a general meeting of Shareholders.

Spill Resolution means, if 25% or more of the votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGM's, then the Members will be required to vote at the second of those AGM's on a resolution ("Spill Resolution") that another meeting be held within 90 days at which all of the Directors (except the Managing Director) must stand for re-election.

VWAP means the volume weighted average share price.

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 659 671 (outside Australia) +61 3 9415 4130

Proxy Form

For your vote to be effective it must be received by 10:30am (Adelaide time) Wednesday 26 November 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

www.investorcentre.com View your securityholder information, 24 hours a day, 7 days a week: Review your securityholding Update your securityholding Your secure access information is: PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Crest Minerals Ltd hereby appoint

the ChairmanORof the Meeting	PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).
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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Crest Minerals Ltd to be held at the offices of Grant Thornton, Level 1, 67 Greenhill Road, Wayville, South Australia on Friday 28 November 2014 at 10:30am (Adelaide time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1 & 4 (except where I/we have indicated a different voting intention below) even though Items 1 & 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1 & 4 by marking the appropriate box in step 2 below.

STEP 2	PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourItems of Businessbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
ORDINARY BUSINESS		For	Against	Abstain
1	Adoption of Remuneration Report
2	Re-election of Mr Jaroslaw Kopias as a Director of the Company
3	Election of Mr Simon O'Loughlin as a Director of the Company
SPECIAL BUSINESS
4	Issue of Shares to Mr Andrew Kuzemko
5	Approval of 10% Additional Placement Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
Contact		ContactDaytime		/	/
Name		Telephone	Date