STRIKE RESOURCES LIMITED — AGM Information 2016

Oct 18, 2016

NOTICE OF ANNUAL GENERAL MEETING & EXPLANATORY STATEMENT

Time and: 4.00 pm (Perth time) Date of Meeting on Friday, 18 November 2016

Place of Meeting: Strike Resources Limited Level 2 23 Ventnor Avenue West Perth, Western Australia

IMPORTANT NOTICE

This document is important and requires your immediate attention. If you are unsure what to do or have any questions in relation to the Annual General Meeting, you should contact your legal, financial or other professional adviser as soon as possible. If you have already sold all of your Strike shares, please ignore this document.

This Notice of Annual General Meeting and Explanatory Statement is dated 19 October 2016.

STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

PRINCIPAL & REGISTERED OFFICE: SHARE REGISTRY:

Level 2, 23 Ventnor Avenue West Perth, Western Australia 6005

T | (08) 9214 9700 F | (08) 9214 9701 E | info@strikeresources.com.au W | www.strikeresources.com.au

Advanced Share Registry Services Western Australia – Main Office 110 Stirling Highway Nedlands, Western Australia 6009 PO Box 1156 Nedlands WA 6909

T | (08) 9389 8033

F | (08) 9262 3723

E | admin@advancedshare.com.au

W | www.advancedshare.com.au

New South Wales – Branch Office Suite 8H, 325 Pitt Street Sydney, New South Wales 2000 PO Box Q1736 Queen Victoria Building NSW 1230

T | (03) 9018 7102 Victoria T | (07) 3103 3838 Queensland

T | (02) 8096 3502

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting (AGM) of shareholders of Strike Resources Limited A.B.N. 94 088 488 724 (Strike or SRK or Company) will be held at Strike Resources Limited, Level 2, 23 Ventnor Avenue, West Perth, Western Australia, at 4.00 pm (Perth time) on Friday, 18 November 2016.

AGENDA

ORDINARY BUSINESS

1. 2016 Annual Report

To consider and receive the Directors' Report, Financial Report and Audit Report of the Company for the financial year ended 30 June 2016.

The 2016 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2016 Annual Report may be viewed and downloaded from the Company's website: www.strikeresources.com.au or emailed to shareholders upon request to info@strikeresources.com.au, when available.

2. Resolution 1 - Re-election of Matthew Hammond as Director

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

"That Mr Matthew Charles Perrins Hammond, who retires (by rotation) at this Annual General Meeting pursuant to the Constitution of the Company, being eligible, be reelected as a Director of the Company."

3. Resolution 2 - Appointment of Auditor

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

"That Rothsay Auditing, having been nominated by a shareholder and consented to act, be appointed Auditor of the Company."

4. Resolution 3 - Adoption of Remuneration Report

To consider, and if thought fit, to pass the following resolution as an advisory, non-binding resolution:

"That the Remuneration Report as detailed in the Directors' Report for the financial year ended 30 June 2016 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this resolution.

Voting Exclusion: The Company will disregard any votes cast on this resolution (in any capacity, except as specified below) by or on behalf of a member of "Key Management Personnel" (as defined in the Accounting Standards) and their "Closely Related Parties" (as defined in the Corporations Act 2001 (Cth)) (together, the Restricted Voters).

Key Management Personnel (KMP) are the Company's Directors and Executives identified in the Company's Remuneration Report (which is included in the 2016 Annual Report).

A Closely Related Party of a KMP means a spouse or child of the KMP, a child of the KMP's spouse, a dependant of the KMP or the KMP's spouse, anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with the Company or a company the KMP controls.

However, a Restricted Voter may cast a vote on this resolution as a proxy, for a person other than a Restricted Voter, if either:

• (a) the Proxy Form specifies the way the proxy is to vote on the resolution; or
• (b) the proxy is the Chair of the meeting and the Proxy Form expressly authorises the Chair of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

Shareholders should note that if they appoint the Chair as a proxy, or the Chair is appointed by default under the Proxy Form, and the Chair is not directed as to how to vote on Resolution 3 then, on the poll for that item, the Chair intends to vote any undirected proxies in favour of Resolution 3).

Shareholders may also choose to direct the Chair to vote against the resolution or to abstain from voting on the resolution.

DATED THIS 19th DAY OF OCTOBER 2016

BY ORDER OF THE BOARD,

VICTOR HO COMPANY SECRETARY

EXPLANATORY STATEMENT

• This Explanatory Statement is provided to Strike shareholders pursuant to and in satisfaction of the Corporations Act and the ASX Listing Rules.
• This Explanatory Statement is intended to be read in conjunction with the Notice of AGM (Meeting Document).
• Shareholders should read this Meeting Document in full to make an informed decision regarding the resolutions considered at this AGM.

1. 2016 ANNUAL REPORT

Section 317 of the Corporations Act requires the Directors of the Company to lay before the AGM the Directors' Report, Financial Report and the Auditor's Report for the last financial year that ended before the AGM. These reports are contained within the Company's 2016 Annual Report.

A copy of the 2016 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2016 Annual Report may be viewed and downloaded from the Company's website: www.strikeresources.com.au or the ASX website (www.asx.com.au) under ASX Code: SRK or emailed to shareholders upon request to info@strikereources.com.au, when available.

Shareholders as a whole will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports and on the business and operations of the Company but no resolution to adopt the reports will be put to shareholders at the AGM.

Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the Auditor's Report and the conduct of the audit of the Financial Report.

2. ORDINARY RESOLUTION 1 – RE-ELECTION OF MATTHEW HAMMOND AS DIRECTOR

Resolution 1 seeks shareholder approval for the re-election of Mr Matthew Hammond as a Director of the Company.

The Company's Constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each AGM. The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. This rule does not apply to the Managing Director.

Mr Hammond retires at this AGM under this rule. However, being eligible, he has offered himself for re-election as a Director of the Company.

Mr Hammond has been a Director of the Company since 25 September 2009 and was most recently re-elected a Director at the 2014 AGM held on 28 November 2014 1 . Mr Hammond's experience, qualifications and other listed directorships are detailed in the Directors' Report in the Company's 2016 Annual Report.

The Board (other than Mr Hammond, who makes no recommendation in respect of his own re-election as a Director) supports the re-election of Mr Hammond to the Board and recommends that shareholders vote in favour of Resolution 1.

1 Refer Strike ASX announcement dated 28 November 2014: 2014 Results of Annual General Meeting

3. ORDINARY RESOLUTION 2 – APPOINTMENT OF AUDITOR

The Board appointed Rothsay Auditing (Rothsay) as the Company's new Auditors with effect on 12 February 2016.2 This appointment followed the resignation of BDO Audit (WA) Pty Ltd (BDO) as the Company's Auditor and ASIC's consent to BDO's resignation, in accordance with the Corporations Act.

The transition of Auditor occurred as part of a review of the Company's corporate administration costs – Rothsay was selected after considering proposals received from BDO and a number of other audit firms.

Rothsay is a firm of Chartered Accountants with offices in Perth and Sydney.

In accordance with the Corporations Act:

• Rothsay holds office as Auditor until this AGM of the Company and is standing for reappointment as Auditor pursuant to Resolution 23 ; and
• the Company has sought and obtained a nomination from a shareholder for Rothsay to be appointed as the Company's Auditor.4 A copy of this nomination is attached to this Explanatory Statement as Annexure A.

Rothsay have given their written consent to act as the Company's Auditor subject to shareholder approval of this Resolution 2.

The Board supports the re-appointment and continuation of Rothsay as the Company's Auditor and recommends that shareholders vote in favour of Resolution 2.

4. ADVISORY NON BINDING RESOLUTION 3 – ADOPTION OF REMUNERATION REPORT

Resolution 3 seeks shareholder approval to adopt the Remuneration Report for the financial year ending 30 June 2016 as disclosed in the Company's 2016 Annual Report (refer above for information on accessing the report).

Section 250R(2) of the Corporations Act requires the Company to present to its shareholders for adoption the Remuneration Report.

The Remuneration Report explains the Board's policies in relation to the nature and level of remuneration paid to "Key Management Personnel" (being the Company's Directors and Executives identified in the Remuneration Report) (KMP), sets out remuneration details for each KMP, any service agreements and details of any performance-based and equity-based benefits provided to KMP (where applicable).

Shareholders attending the AGM will be given a reasonable opportunity as a whole to ask questions about, or make comments on, the Remuneration Report.

The vote on Resolution 3 is advisory only and does not bind the Directors or the Company.

Directors' Recommendations

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM) that each Director (or any Closely Related Parties of a Director) are excluded from voting their shares on this resolution, the Directors recommend that shareholders vote in favour of Resolution 3 to adopt the Remuneration Report.

2 Refer Strike's ASX announcement dated 12 February 2016: Change of Auditors

3 Refer section 327C(2) and section 327B(1)(b) of the Corporations Act

4 Refer section 328B of the Corporations Act

Voting Exclusion

A voting exclusion applies to Resolution 3 in the terms set out in the Notice of AGM. In particular, the Restricted Voters may not vote on this resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP. The Chair will use any undirected/open proxies to vote in favour of Resolution 3.

The Company encourages shareholders to indicate their voting direction FOR or AGAINST, or to ABSTAIN, opposite each resolution, including Resolution 3.

If shareholders have appointed the Chair of the Meeting as their proxy (or the Chair of the Meeting becomes their proxy by default) under the Proxy Form, shareholders can direct the Chair of the Meeting to vote FOR or AGAINST, or to ABSTAIN from voting on Resolution 3 by marking the appropriate Voting Direction box opposite that resolution.

However, if the Chair of the Meeting is proxy under the Proxy Form and shareholders do not mark any of the Voting Direction boxes opposite Resolution 3, shareholders are, in effect, directing the Chair to vote "FOR" the resolution as the Chair of the Meeting intends to vote undirected proxies in favour of Resolution 3.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this resolution.

Nomination from a shareholder for the appointment of Rothsay Auditing as the Company's Auditor the subject of Resolution 2

TIME AND PLACE OF AGM AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Strike Resources Limited will be held at:

Strike Resources Limited	commencing	4.00 pm (Perth time)
Level 2, 23 Ventnor Avenue		Friday, 18 November 2016
West Perth, Western Australia

Voting Rights (subject to the voting exclusion noted in the Notice of AGM)

• At any meeting of the shareholders, each shareholder entitled to vote may vote in person or by proxy or by power of attorney or, in the case of a shareholder which is a corporation, by representative.
• Every person who is present in the capacity of shareholder or the representative of a corporate shareholder shall, on a show of hands, have one vote.
• Every shareholder who is present in person, by proxy, by power of attorney or by corporate representative shall, on a poll, have one vote in respect of every fully paid share held by him or her.

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the venue set out above.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of AGM as soon as possible and return it to the Company, either:

• by Facsimile to (08) 9214 9701;
• by Mail to Strike Resources Limited, Level 2, 23 Ventnor Avenue, West Perth WA 6005; or
• by Hand Delivery to Strike Resources Limited, Level 2, 23 Ventnor Avenue, West Perth, Western Australia,

so that it is received not later than 4.00 pm (Perth time) on 16 November 2016.

Proxies received after that time will not be effective.

Bodies Corporate

A body corporate may appoint an individual as its authorised corporate representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. A properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Annual General Meeting. Previously-lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.

Voting by Attorney

A shareholder may appoint an attorney to vote on his or her behalf. For an appointment to be effective for the Annual General Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or one of the addresses listed above for the receipt of proxy appointments at least 48 hours before the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

Voting Entitlement

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Annual General Meeting all shares in the Company will be taken to be held by the persons who held them as registered shareholders at 5:00 pm (Perth time) on 16 November 2016 (Voting Entitlement Time). Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting. Subject to the voting exclusions noted earlier in the Notice of AGM, each shareholder present has one vote on a show of hands, and one vote for every fully paid ordinary share held on a poll.

www.strikeresources.com.au

Strike Resources Limited A.B.N. 94 088 488 724

PROXY FORM LODGE YOUR VOTE – PLEASE RETURN FORM By Mail: Strike Resources Limited Level 2, 23 Ventnor Avenue West Perth WA 6005 By Facsimile: (08) 9214 9701

ENQUIRIES: (08) 9214 9700 or cosec@strikeresources.com.au

Our Reference: SRK / {}Shareholding as at 14 October 2016: {}Current Election to Receive Hard Copy Annual Report: {}Current Election to Receive Notice of Meeting: {}{}

A. Appointment of Proxy

I/we being a shareholder/s of Strike Resources Limited and entitled to attend and vote hereby appoint

The Chair ofthe Meeting	OR	Write here the name of the person you areappointing if this person is someone otherthan the Chair of the Meeting.
-----------------------------	----	---------------------------------------------------------------------------------------------------------------------------

or failing the person named, or if no person is named, the Chair of the Meeting (by default), 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, as the proxy sees fit) at the Annual General Meeting of Strike Resources Limited to be held at 4.00 pm (Perth time) on Friday, 18 November 2016 at Strike Resources Limited, Level 2, 23 Ventnor Avenue, West Perth, Western Australia, and at any adjournment of such Annual General Meeting.

IMPORTANT:

The Company encourages shareholders to indicate their voting direction FOR or AGAINST, or to ABSTAIN, against each resolution in Section B. If you leave Section A blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy by default.

If the Chair of the Meeting becomes your proxy (by specific appointment or by default) you can direct the Chair of the Meeting to vote FOR or AGAINST, or to ABSTAIN from voting on the Resolutions by marking the appropriate Voting Direction boxes in Section B below. However, note that under Section A, if the Chair of the Meeting is your proxy and you do not mark any of the Voting Direction boxes in Section B below you are, in effect, directing the Chair to vote "FOR" Resolution's 1 to 3 (inclusive) as the Chair of the Meeting intends to vote undirected proxies in favour of each resolution.

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

YOUR ACKNOWLEDGEMENTS ON THE REMUNERATION-RELATED RESOLUTION

Chair to vote undirected proxies in favour of Resolution 3: I/We acknowledge that the Chair of the Meeting intends to vote undirected proxies in favour of Resolution 3.

Direction to Chair for voting on Resolution 3: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default) but I/we have not marked any of the boxes opposite Resolution 3 in Section B below, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 3 even though the Chair is, and those items are connected directly or indirectly with the remuneration of, a member of Key Management Personnel for the Company.

B. Voting Directions to Your Proxy – please mark to indicate your direction

	RESOLUTIONS	FOR	AGAINST	ABSTAIN
1.	Re-Election of Matthew Hammond as Director			
2.	Appointment of Auditor			
3.	Adoption of Remuneration Report			

If two proxies are being appointed, the proportion of voting rights this proxy represents is: %

* If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

C. Change of Address and Annual Report Elections

Mark if you want to make any changes to your address details (see Note 1 overleaf)

Mark if you wish to receive a printed Annual Report by post (see Note 2 overleaf)

Mark if you wish to receive an electronic Annual Report by email and specify your email address below

D. Please Sign Here This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual Shareholder / Joint Shareholder 1	Joint Shareholder 2	Joint Shareholder 3
Sole Director and Sole Company Secretary or	Director	Director / Company Secretary
Power of Attorney or Executor
	(Companies: Please sign in the appropriate place to indicate the office held)
	{}
Contact Name	Contact Daytime Telephone	Date
{}Email:

NOTES AND INSTRUCTIONS FOR COMPLETING PROXY FORM

• 1. Change of Address: Your pre-printed name and address is as it appears on the share register of the Company. If this information is incorrect, please mark the box at Section C of the proxy form and make the correction at the top of the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.
• 1. Annual Report Elections: Companies are no longer required to mail out printed annual reports to shareholders. Instead, shareholders can now make an election as follows:
  • (a) make a written request for a hard copy annual report to be mailed to you; or
  • (b) make a written request for an electronic copy of the annual report to be emailed to you.

If you wish to update your annual report elections, please complete Section C of the Proxy Form.

• 3. Voting on Remuneration Matters: The Company will disregard any votes cast on Resolution 3 (Adoption of Remuneration Report) by or on behalf of a "Key Management Personnel" (as defined in the Accounting Standards) and their "Closely Related Parties" (as defined in the Corporations Act 2001) (Restricted Voter). Key Management Personnel (KMP) are the Company's Directors and Executives identified in the Company's Remuneration Report. A Closely Related Party of a KMP means a spouse or child of the KMP, a child of the KMP's spouse, a dependant of the KMP or the KMP's spouse, anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with the Company or a company the KMP controls. The Company need not disregard a vote if a vote is cast by a KMP on Resolution 3 as a proxy, for a person other than a Restricted Voter, and either:
  • (a) you direct the KMP the way they are to vote on Resolution 3; or
  • (b) if the Chair is your proxy, you expressly authorise him to vote as he sees fit on Resolution 3 under the Proxy Form even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Shareholders may also choose to direct the Chair to vote against this resolution or to abstain from voting.

• 1. You may direct your proxy how to vote by marking one of the voting direction boxes opposition each resolution. If you do not mark a voting direction box your proxy may, to the extent permitted by law, vote as they choose. If you mark more than one voting direction box on a resolution your vote will be invalid on that resolution.
• 1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.
• 1. A proxy need not be a shareholder of the Company.
• 1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate 'Appointment of Corporate Representative' should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.
• 1. Signing Instructions : You must sign this form as follows in the spaces provided at Section D:

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 must sign.
Companies:	This form must be signed in accordance with the Corporations Act, either as:
	(a)a Sole Director and Sole Company Secretary OR a Sole Director (if no CompanySecretary exists);
	(b)two Directors; or
	(c)a Director or a Company Secretary.
	Please also sign in the appropriate place to indicate the office held.
Power of Attorney:	If you are signing under a Power of Attorney, you declare that you have had no notice ofrevocation of the Power or the death or liquidation of the donor of the Power. A certified copyof the Power of Attorney must accompany the form.
Deceased Estates:	All Executors must sign and a certified copy of a Grant of Probate or Letters of Administrationmust accompany the form.

11. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address/fax number below not later than 4.00 pm (Perth time) on 16 November 2016 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy Forms may be lodged by posting, delivery or facsimile to the Company's Share Registry below:

BY POST	BY DELIVERY	BY FACSIMILE:
Strike Resources LimitedLevel 223 Ventnor AvenueWest Perth WA 6005	Strike Resources LimitedLevel 223 Ventnor AvenueWest Perth, Western Australia	(08) 9214 9701