STREAMPLAY STUDIO LIMITED — AGM Information 2016

Oct 23, 2016

ARROWHEAD RESOURCES LIMITED

ACN 004 766 376

NOTICE OF ANNUAL GENERAL MEETING

TIME: 12.30 pm (WST)

DATE: 30 November 2016

PLACE: CPS Boardroom

Level 45, 108 St Georges Terrace

Perth Western Australia 6000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6102 2609.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	16
Proxy Form	enclosed

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 12.30 pm (WST) on 30 November 2016 at:

CPS Boardroom

Level 45, 108 St Georges Terrace

Perth Western Australia 6000

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4pm (WST) on 28 November 2016.

Voting in person

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

Voting by proxy

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

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

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

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

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and
• 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; and
• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and
• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

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

the chair 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.

BUSINESS OF THE MEETING

AGENDA

1. ANNUAL ACCOUNTS

To receive and consider the financial report of the Company and the consolidated financial report of the consolidated entity for the year ended 30 June 2016, the declaration of the Directors, the Remuneration Report and the reports by the Directors and independent auditor.

Note: A copy of the Company's 2016 Annual Report, including the Financial Statements declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report for the year ended 30 June 2016, may be accessed by visiting the Company's website at http://www.arrowheadresources.com.au.

2. RESOLUTION 1: NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

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

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

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

Voting Prohibition Statement

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

The Chairman of the meeting intends to vote all available proxies in favour of the adoption of the Remuneration Report.

3. RESOLUTION 2: RE-ELECTION OF A DIRECTOR (BY ROTATION) – MR. JOHN KENNY

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

"That Mr. John Kenny, being a Director of the Company, who retires by rotation in accordance with clause 14.2 of the Constitution and for all other purposes, and, being eligible, is hereby re-elected as a Director of the Company."

4. RESOLUTION 3: RE-ELECTION OF A DIRECTOR (NEW APPOINTMENT) – MR. JASON PETERSON

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

"That Mr. Jason Peterson, being a Director of the Company and having been appointed to fill a casual vacancy by the Directors on 16 December 2015 retires pursuant to clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes and, being eligible, is hereby re-elected as a Director of the Company."

5. RESOLUTION 4: APPOINTMENT OF AUDITOR

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

"That having been appointed by Directors to fill a vacancy in the office of auditor on 1 February 2016, HLB Mann Judd, for the purposes of section 327B of the Corporations Act and for all other purposes, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company with effect from the close of the Meeting."

6. RESOLUTION 5: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY

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

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

Voting exclusion

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution is passed (and any associates of those persons).

However, a person described above may cast a vote on Resolution 5 if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chairman 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.

At the date of this Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in an issue of Equity Securities. No existing Shareholder's votes will therefore by excluded under the voting exclusion in this Notice.

Dated: 24 October 2016 By order of the Board

Rowan Caren Company Secretary

EXPLANATORY STATEMENT

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

1. ANNUAL ACCOUNTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company and the consolidated financial report of the consolidated entity for the financial year ended 30 June 2016 together with the declaration of the directors, the Remuneration Report and the reports by the Directors and independent auditor.

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

2. RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

2.1 General

In accordance with Section 250R(2) of the Corporations Act the Company submits to shareholders for consideration and adoption its Remuneration Report for the year ended 30 June 2016. However, such a resolution is advisory only and does not bind the Company or the directors of the Company.

The Remuneration Report is set out in the Directors Report contained within the Company's Annual Report. The Annual Report is available on the Company's website at www.arrowheadresources.com.au. The Remuneration Report contains:

• (a) information about the Board's policy for determining the nature and amount of remuneration of Directors and Key Management Personnel of the Company;
• (b) details of the remuneration of, and options held by, Directors and Key Management Personnel of the Company; and
• (c) a summary of the terms of any contract under which any Director or Key Management Personnel is engaged, including the period of notice required to terminate the contract and any termination payments provided for under the contract.

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

2.2 Voting consequences

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

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

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

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

2.3 Previous Voting Results

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

2.4 Proxy Voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following restrictions placed on certain proxies:

Proxy being appointed	Directed Votes	Undirected Votes
Key Management Personnel (otherthan the Chair)1	Can vote directedvotes	Cannotvoteundirectedvotes3
Chair2	Can vote directedvotes	CanvoteatdiscretionofProxy4
Other third party	Can vote directedvotes	Can vote at discretion of Proxy

Notes:

• 1. Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.
• 1. Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).
• 1. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
• 1. The Proxy Form notes it is the Chair's intention to vote all undirected proxies in favour of all Resolutions.

3. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR (BY ROTATION) – MR. JOHN KENNY

Clause 14.2 of the Constitution requires that at an Annual General Meeting of the Company one third of the Directors (except the Managing Director or any alternate Director) or, if their number is not a multiple of 3, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years, shall retire from office.

Clause 14.2 states that a retiring director is eligible for re-election. Additionally, clause 14.2 states that the director to retire at any general meeting must be the director that has been in office the longest since their last election, but, as between persons who became directors on the same day, those to retire must be determined by drawing lots.

The Company currently has three Directors, and, in accordance with the Company's Constitution, one must retire.

Mr. John Kenny retires by rotation in accordance with this requirement, and being eligible for re-election puts himself forward for re-election at this Annual General Meeting.

Mr. Kenny has served the Company as a Director since 2 September 1999 and was last re-elected on 27 November 2015.

Mr. Kenny is a corporate and resources lawyer with a specialised interest in venture capital, initial public offerings and mergers and acquisitions. He has extensive experience in public equity fundraisings and the pricing of equity, debt and derivative securities.

During the past three years Mr. Kenny has served as a director of the following listed companies:

• (a) The ARK Fund Limited Appointed 18 June 2003;
• (b) Indus Coal Limited Appointed 13 September 2011. Resigned 7 February 2014;
• (c) Sun Resources Limited Appointed 1 March 2012. Resigned 19 November 2013; and
• (d) Winchester Energy Limited Appointed 17 March 2014.

The Board considers Mr. Kenny to be an independent director.

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

4. RESOLUTION 3 – RE-ELECTION OF A DIRECTOR (NEW APPOINTMENT) – MR. JASON PETERSON

Mr. Peterson was appointed as a Director on 16 December 2015.

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Clause 14.4 of the Constitution and Listing Rule 14.4 require that any Director so appointed, will hold office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr. Peterson retires in accordance with this requirement, and being eligible for reelection puts himself forward for re-election at this Annual General Meeting.

Mr. Peterson has more than 20 years experience in the financial advisory sector, obtained working in both local and international stockbroking companies such as Patersons Securities Limited, Tolhurst Group, and Merrill Lynch. Mr. Peterson specialises in corporate structuring, capital raisings, corporate and strategic advice to small and medium size companies and reverse takeovers. He holds a Bachelor of Commerce degree from Curtin University in Australia and a Graduate Diploma of Finance from FINSIA (Financial Services Institute of Australia)/SDIA (Securities & Derivatives Institute of Australia). Mr. Peterson is a Senior Client Advisor, and a director and 30% shareholder of stock broking firm, CPS Capital Group Pty Ltd.

In the past three years, Mr. Peterson has been a director of Lithex Resources Limited (ASX: LTX) (appointed 5 December 2013, resigned 1 December 2015), Black Star Petroleum Limited (ASX: BSP) (appointed 28 February 2013, resigned 24 October 2013) and Wolf Petroleum Ltd (ASX: WOF) (appointed 3 January 2013, resigned 18 May 2015). He has not held any other listed company directorships over the past three years.

The Company has undertaken appropriate checks in terms of a criminal history confirmation and professional qualifications in respect of Mr. Peterson.

The Board considers Mr Peterson to be an independent director.

The Board supports the re-election of Mr Peterson and recommends that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – APPOINTMENT OF AUDITOR

Under section 327B of the Corporations Act, the Company in a general meeting must appoint an auditor to fill any vacancy in the office of auditor at each subsequent annual general meeting of the Company.

Deloitte Touche Tohmatsu, the Company's previous auditor, having received ASIC consent, resigned as auditor of the Company on 28 January 2016. The change followed a competitive tender process based upon the substantially reduced scale and less complex nature of the Company's operations going forward.

Pursuant to section 327C of the Corporations Act, the Directors appointed HLB Mann Judd as the Company's new auditor effective from the date of resignation of Deloitte Touche Tohmatsu. That appointment expires at this Annual General Meeting.

In accordance with section 328B(1) of the Corporations Act, notice in writing nominating HLB Mann Judd as the Company's auditor has been given to the Company by a Shareholder. A copy of this notice is included in Schedule A. The Company has received the written consent of HLB Mann Judd to act as auditor of the Company if approved by Shareholders.

If this ordinary resolution is passed, the appointment of HLB Mann Judd will take effect at the conclusion of this Meeting.

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 – APPROVAL OF ADDITIONAL PLACEMENT CAPACITY

6.1 Background

Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

The Company is an Eligible Entity.

The Company is now seeking Shareholder approval by way of a special resolution to give it the ability to issue Equity Securities under the 10% Placement Capacity during the period of up to12 months following the passing of Resolution 5.

If Shareholders approve Resolution 5, the exact number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 6.2 below).

The effect of Resolution 5 will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

The Directors of the Company believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

6.2 Description of Listing Rule 7.1A

Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and
• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice of Meeting, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $3,127,154 calculated by multiplying the current number of shares on issue, being 223,368,146, by the closing share price of the Company's Shares on 17 October 2016, being $0.014.

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

The Company, as at the date of this Notice, has on issue a single class of Equity Securities, being ordinary shares (ASX Code: AR1). The number of equity securities is set out in the table below:

Security	Number on issue
Listed ordinary shares	223,368,146

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A × D) - E

Where:

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

• (i) plus the number of Shares issued in the previous 12 months under an exception in Listing Rule 7.2;
• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
• (iii) plus the number of shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity's 15% placement capacity without shareholder approval; and
• (iv) less the number of Shares cancelled in the previous 12 months;
• D is 10%; and

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 holders of Ordinary Securities under Listing Rule 7.1 or 7.4.

6.3 Specific Information required by Listing Rule 7.1A

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

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or
• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section 6.3(a)(i) above, the date on which the Equity Securities are issued.

(b) Date of Issue

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

• (i) 12 months after the date of the annual general meeting at which the approval is obtained; or
• (ii) the date of the approval by shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

(10% Placement Period).

(c) Risk of voting dilution

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

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the below table.

The table below shows the dilution of existing shareholders on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice, calculated in accordance with the formula in Listing Rule 7.1A(2).

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

			Dilution
Variable 'A' inListingRule7.1A.2		50%decrease inIssue Price($0.007)	Issue Price($0.014)	50% Increasein Issue Price($0.021)
223,368,146Current Variable	10% votingdilution	22,336,815	22,336,815	22,336,815
'A'	Funds raised	$164,609	$329,219	$658,438
335,052,21950% increase in	10% voting
current Variable	dilution	33,505,222	33,505,222	33,505,222
'A'	Funds raised	$234,537	$469,073	$703,610
446,736,292100% increase in	10% votingdilution	44,673,629	44,673,629	44,673,629
current Variable'A'	Funds raised	$312.715	$625,431	$938,146

The table has been prepared on the following assumptions:

• (a) There are currently 223,368,146 existing Shares on issue as at the date of this Notice of Meeting;
• (b) The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity;
• (c) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1;
• (d) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares;
• (e) 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%;
• (f) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• (g) The table shows only the dilution effect of issuing the Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity the Company has under Listing Rule 7.1;
• (h) The issue price is $0.014 being the closing price of the Shares on 17 October 2016; and
• (i) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the annual general meeting; and
• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

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

• (i) as non-cash consideration for the acquisition of new resources assets and 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) as cash consideration. In such circumstances, the Company intends to allocate the funds towards expenditure associated with securing new resources projects for the Company, for general working capital and for the costs of raising the funds.

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

(e) Allocation policy under the 10% Placement Capacity

The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined at the date of this Notice but may include existing Shareholders and/or new investors who are not related parties of the Company.

The identity of the recipients of Equity Securities under the 10% Placement Capacity will be determined having regard to the factors including but not limited to the following:

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

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

(f) Previous approval under Listing Rule 7.1A

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting held on 27 November 2015 (Previous Approval).

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

In the 12 months preceding the date of the 2016 Annual General Meeting, the Company otherwise issued a total of 202,961,705 Shares, which represents approximately 994.59% of the total diluted number of Equity Securities on issue in the Company on 30 November 2015, which was 20,406,441.

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

DateofIssue	NumberofSecurities	TypeofSecurity	RecipientofSecurity	IssuePriceand discounttoMarketPrice(ifapplicable)1	Consideration & Use ofFunds as at 17 October2016
Issue -4/12/2015App 3B –29/10/2015	17,055,339	OrdinaryShares2	Eligibleshareholdersacceptingentitlementsandshortfallpursuant to arightsissueprospectusdated28October2015.	1centpershare(discountof33.33%)	CashAmountraised=$170,553Amountspent=$170,553Use of funds: Identify anewproject,workingcapital, repay loan andcosts of issueAmountremaining=$Nil
Issue -4/12/2015App 3B –29/10/2015	125,789,748	OrdinaryShares2	Underwriterand/orsubunderwriter(s)subscribingforshortfallpursuant to arightsissueprospectusdated28October2015.	1centpershare(discountof33.33%)	CashAmountraised=$1,257,898Amountspent=$709,447 approximatelyUse of funds: Identify anewproject,workingcapital, repay loan andcosts of issueAmountremaining=$548,451approximatelyProposeduseofremainingfunds3:Identify a new projectandgeneralworkingcapital
Issue -04/12/2015App 3B –24/11/2015	27,600,000	OrdinaryShares2	GandelMetalsPtyLimited–18,000,000VentureworksJDKPtyLimited–9,600,000	No issue price(non-cashconsideration)	Non-cash, therefore nouse of funds.Shareswereissuedpursuanttodebtforequity conversions.Current value =$386,4004
Issue -11/12/2015App 3B –24/11/2015	28,627,729	OrdinaryShares2	Placement toclients of CPSCapital	1centpershare(discountof28.57%)	CashAmountraised=$286,277Amount spent = $18,894Use of funds: Costs ofissueAmountremaining=$267,382Proposeduseofremainingfunds3:Identify a new projectand general working

Issue -31/03/2016App 3B –31/03/2016	3,888,889	OrdinaryShares2	Creditors	No issue price(non-cashconsideration)	Non-cash, therefore nouse of funds.Shares were issued insatisfactionofanamount payable.Current value = $54,4444
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Notes:

• 1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
• 1. Fully paid ordinary shares in the capital of the Company, ASX Code: AR1 (terms are set out in the Constitution).
• 1. This is a statement of current intentions as at the date of this Notice of Meeting. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
• 1. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.014) on the ASX on 17 October 2016.

(g) Compliance with Listing Rules 7.1A.4 and 3.10.5A

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

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
• (ii) the information required by Listing Rule 3.10.5A for release to the market.

6.4 Voting Exclusion

A voting exclusion statement is included in this Notice. At the date of this Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in an issue of Equity Securities under Listing Rule 7.1A. No existing shareholder's votes will therefore be excluded under the voting exclusion in this Notice.

6.5 Directors recommendation in relation to Resolution 5

All the Directors recommend that Shareholders vote in favour of Resolution 5.

7. ENQUIRIES

Shareholders are invited to contact the Company Secretary, Rowan Caren, on (08) 6102 2609 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

"$"		means Australian dollars;
"10% Placement Capacity"		the capacity to issue additional EquitySecurities by way of placement approvedby Shareholders under Listing Rule 7.1A;
"Annual General Meeting" or "Meeting"		means the annual general meeting thesubject of the Notice;
"ASIC"		means the Australian Securities andInvestments Commission;
"ASX"		means ASX Limited ACN 008 624 691orthe financial market operated by ASXLimited, as the context requires;
"Board"		means the board of Directors;
"Chair"		means the chair of the Meeting;
"Closely Related Party"		of a member of the Key ManagementPersonnel means:
	(a)	a spouse or child of the member;
	(b)	a child of the member's spouse;
	(c)	a dependent of the member or themember's spouse;
	(d)	anyone else who is one of themember's family and may beexpected to influence the member,or be influenced by the member, inthe member's dealing with theentity;
	(e)	a company the member controls; or
	(f)	a person prescribed by the CorporatioRegulations 2001 (Cth) for the purposethe definition of 'closely related partythe Corporations Act;
"Company" or "Arrowhead"		means Arrowhead Resources Limited ABN31 004 766 376;
"Constitution"		means the Company's Constitution;
"Corporations Act"		means the Corporations Act 2001 (Cth);
"Director"		means a director of the Company;
"Eligible Entity"		means an entity that, at the date of therelevant general meeting:
	(a)	is not included in the S&P/ASX 300 Indand
	(b)	has a maximum marketcapitalisation (excluding restrictedsecurities and securities quoted ona deferred settlement basis) of$300,000,000;

"Equity Securities"	includes a Share, a right to a Share oroption, an option, a convertible securityand any security that ASX decides toclassify as an Equity Security;
"Explanatory Statement"	meanstheexplanatorystatementaccompanying this Notice;
"Key Management Personnel"	hasthesamemeaningasintheaccountingstandardsissuedbytheAustralian Accounting Standards Boardandmeansthosepersonshavingauthority and responsibility for planning,directing and controlling the activities ofthe Company, or if the Company is partofaconsolidatedentity,oftheconsolidated entity, directly or indirectly,includinganydirector(whetherexecutive or otherwise) of the Company,oriftheCompanyispartofaconsolidated entity, of an entity withinthe consolidated group;
"Listing Rules"	means the Listing Rules of the ASX;
"Ordinary Securities"	has the meaning set out in the ListingRules;
"Notice", "Notice of Meeting" or "Notice ofAnnual General Meeting"	means this notice of annual generalmeeting,includingtheExplanatoryStatement and the Proxy Form;
"Placement Period"	the period during which Shareholderapproval under Listing Rule 7.1A is valid;
"Proxy Form"	means the proxy form accompanyingthe Notice.
"Remuneration Report"	means the remuneration report set out intheDirector'sreportsectionoftheCompany's annual financial report forthe year ended 30 June 2016;
"Resolution"	means a resolution proposed pursuant tothis Notice;
"Share"	means a fully paid ordinary share in theCompany;
"Shareholder"	means the holders of a Share;
"Variable A"	means "A" as set out in the calculation insection 6.2 of the Explanatory Statement;
"WST"	meansAustralianWesternStandardTime.

Schedule A – Auditor Nomination

17 October 2016

The Directors Arrowhead Resources Limited Suite 2 28 Southside Drive Hillarys WA 6025

Dear Sirs,

NOMINATION OF AUDITOR

I, Rowan Caren, a shareholder of Arrowhead Resources Limited (ACN 004 766 376) (Company), nominate HLB Mann Judd in accordance with section 328B(1) of the Corporations Act 2001 (Cth) (Corporations Act) to fill the office of auditor of the Company.

Please distribute copies of the notice of nomination as required by section 328B(3) of the Corporations Act,

Yours faithfully,

Rowan Caren <Rowan Caren Family A/C>

[Name/Address 1] [Name/Address 2] [Name/Address 3] [Name/Address 4] [Name/Address 5] [Name/Address 6]

AGM Registration Card

If you are attending the meeting in person, please bring this with you for Securityholder registration.

Holder Number [HolderNumber]

AR1: [BARCODE] Holder Number: [HolderNumber] Vote by Proxy

Option A – Please choose to vote online, because:

• Save Your Money: This company you own a part of has to spend thousands of dollars each year in print and postage costs. Online voting will reduce this unnecessary expense.
• It's Quick and Secure: Voting online provides you with greater privacy over your instructions, eliminates any postal delays and removes the risk of it being potentially lost in transit.
• Receive Vote Confirmation: Voting online is the only method which provides you with confirmation that your vote has been processed. It also allows you to amend your vote if required.

To Access online voting you can scan the barcode to the right with your tablet or mobile device or you can enter the following link into your browser. Voting online is quick and easy to do.

https://investor.automic.com.au/#/loginsah

Option B – Appoint a proxy, by paper: I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of the Company, to be held at 12.30pm (WST) on Wednesday 30 November 2016 at CPS Boardroom, Level 45, 108 St Georges Terrace, Perth, Western Australia 6000 hereby: Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the "for"," against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2: Voting Direction Resolutions For Against Abstain 1 NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT 2 RE-ELECTION OF A DIRECTOR (BY ROTATION) – MR. JOHN KENNY

• 4 APPOINTMENT OF AUDITOR
• 5 APPROVAL OF ADDITIONAL PLACEMENT CAPACITY

3 RE-ELECTION OF A DIRECTOR (NEW APPOINTMENT) – MR. JASON PETERSON

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

	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Individual or Securityholder 1	Securityholder 2	Securityholder 3
P 3
STE	Sole Director and Sole Company Secretary	Director	Director / Company Secretary
	Contact Name……………………………………………	Contact Daytime Telephone………………………………	Date// 2016
	Email Address

LODGING YOUR PROXY VOTE

This Proxy Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12.30pm (WST) on Monday 28 November 2016, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting Forms received after that time will not be valid for the scheduled Meeting.

Proxy Voting Forms can be lodged:

ONLINE https://investor.automic.com.au/#/loginsah

Login to the Automic website using the holding details as shown on the Proxy Voting Form. Click on 'View Meetings' – 'Vote'. To use the online lodgement facility, shareholders will need their Holder Number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on front of the Proxy Voting 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, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by marking 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 SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services on 1300 288 664 or you may copy this form.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all of the Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automic.com.au.

ATTENDING THE MEETING

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting Form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.