SUNSHINE METALS LIMITED — Proxy Solicitation & Information Statement 2015

Jun 11, 2015

PELICAN RESOURCES LIMITED ACN 063 388 821

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

If you wish to discuss any aspect of this document with the Company please contact the Company Secretary on telephone (+61 8) 9421 2107.

PELICAN RESOURCES LIMITED ACN 063 388 821

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Pelican Resources Limited will be held at 52 Ord Street, West Perth, Western Australia at 9am (WST) on 30 July 2015 to conduct the following business and to consider, and if thought fit, to pass the following Resolutions.

AGENDA

RESOLUTION 1 – ISSUE OF UNDERWRITER OPTIONS

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

"That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the allotment and issue of 25,547,324 Underwriter Options to Capital Investment Partners Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Memorandum."

VOTING EXCLUSION: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if this Resolution is passed, and any associates of such a person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 2 – APPROVAL FOR ISSUE OF UNDERWRITER OPTIONS AS SUB-UNDERWRITING FEE – MAINVIEW HOLDINGS PTY LTD

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

"That, for the purpose of Listing Rule 10.11, and Section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 18,235,894 Underwriter Options to Mainview Holdings Pty Ltd (a Company controlled by Mr Anthony Torresan (a Director)) (or its nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice"

VOTING EXCLUSION: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 3 – APPROVAL FOR ISSUE OF UNDERWRITER OPTIONS AS SUB-UNDERWRITING FEE – A.C.P. INVESTMENTS PTY LTD

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

"That, for the purpose of Listing Rule 10.11, and Section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 6,216,782 Underwriter Options to A.C.P. Investments Pty Ltd (a company controlled by Mr Alec Pismiris (a Director)) (or its nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice"

VOTING EXCLUSION: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 4 – RATIFICATION OF PRIOR OPTION ISSUE

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

"That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders ratify the allotment and issue of 250,000 Existing Options on the terms and conditions set out in the Explanatory Memorandum."

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

RESOLUTION 5 – ADOPTION OF NEW CONSTITUTION

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

"That, pursuant to section 136 of the Corporations Act, the constitution contained in the draft produced to this Meeting and signed by the Chairman for identification, be approved and adopted as the constitution of the Company in substitution for, and to the exclusion of, the existing constitution of the Company."

DATED THIS 6th DAY OF JUNE 2015

BY ORDER OF THE BOARD

ALEC PISMIRIS DIRECTOR

NOTES

Definitions

Terms which are used in this Notice and which are defined in Section 4 of the Explanatory Memorandum have the meanings ascribed to them therein.

Note

If you have recently changed your address or if there is any error in the name and address used for this notice please notify the Company Secretary. In the case of a corporation, notification is to be signed by a director or company secretary.

Proxies

A Shareholder who is entitled to vote at this Meeting has a right to appoint a proxy and should use the proxy form enclosed with this notice. The proxy need not be a Shareholder of the Company and can be an individual or a body corporate.

A body corporate appointed as a Shareholder's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of this appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

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 a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, section 249X of the Corporations Act will take effect so that each proxy may exercise half of the votes (ignoring fractions).

A proxy's authority to speak and vote for a Shareholder at the meeting is suspended if the Shareholder is present at the meeting.

The proxy form must be signed and dated by the Shareholder or the Shareholder's attorney. Joint Shareholders must each sign.

Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received:

• By facsimile to Security Transfer Registrars Pty Ltd on facsimile number (+61 8) 9315 2233;
• Online at www.securitytransfer.com.au;
• By mail to: Pelican Resources Limited C/- Security Transfer Registrars Pty Ltd Suite 1, 770 Canning Highway, Applecross WA 6153; or

Pelican Resources Limited C/- Security Transfer Registrars Pty Ltd PO Box 535, Applecross WA 6953.

not later than 9.00am (WST) on 28 July 2015.

Pursuant to regulation 7.11.37 of the Corporations Regulations, the Board has determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the share register at 4.00pm (WST) on 28 July 2015.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. The appointment may be a standing one.

Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

PELICAN RESOURCES LIMITED ACN 063 388 821

NOTICE OF GENERAL MEETING

This Explanatory Memorandum forms part of a Notice convening the General Meeting of Shareholders of Pelican Resources Limited to be held at 52 Ord Street, West Perth, Western Australia, 6005 at 9.00am (WST) on 30 July 2015. This Explanatory Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed. Certain terms used in this Explanatory Memorandum are defined in Section 4.

1. RESOLUTIONS 1, 2 & 3 – APPROVAL FOR THE ISSUE OF UNDERWRITER OPTIONS TO THE UNDERWRITER & SUB-UNDERWRITERS

1.1 Background

On 18 May 2015 the Company lodged the Prospectus with ASIC in respect of a non-renounceable entitlements offer of 1 New Share for every 2 Shares held by Eligible Shareholders registered at the Record Date at an issue price of $0.005 per New Share to raise up to $603,206 ("Rights Issue").

The purpose of the Rights Issue is to raise funds to apply towards the on-going care and maintenance activities at the Company's Romblon Project, business development activities and evaluation of new project opportunities that have the capacity to add significant long-term Shareholder value. The Company will also use funds to fund corporate overheads, administration costs and general working capital as well as underwriting fees in relation to the Rights Issue.

The Company appointed Capital Investment Partners Pty Ltd ("CIP") as the Underwriter to the Rights Issue under the terms of the Underwriting Agreement. The Underwriting Agreement provides for the appointment of sub-underwriters by CIP.

Pursuant to the terms of the Underwriting Agreement, it was agreed that CIP would be paid a fee for underwriting the Rights Issue of 5%, calculated on the Underwritten Amount of $603,206 (being $30,160) and a management fee 1% of the Underwritten Amount being $6,032. The Company also gave CIP the right, but not the obligation, to subscribe to 50 million Underwriter Options at a price of $0.00001 being a total cost of $500. The full terms and conditions of the Underwriter Options are set out in Schedule A.

As noted above, the Underwriting Agreement provides for the appointment of sub-underwriters by CIP. Notably, CIP entered into sub-underwriting agreements with:

• (a) Mainview Holdings Pty Ltd (a company controlled by Mr Anthony Torresan (a Director)) ("Mainview"); and
• (b) A.C.P. Investments Pty Ltd (a company controlled by Mr Alec Pismiris (a Director)) ("ACP").

As part of these sub-underwriting agreements, it was agreed that each of Mainview and ACP would be nominated by CIP as the recipients of 18,235,894 and 6,216,782 Underwriter Options respectively, in consideration of each of Mainview and ACP assuming their respective sub-underwriting commitments.

Shareholder approval for the issue of the 25,547,324 Underwriter Options to be issued to CIP (or its nominees other than Mainview and ACP) is sought by Resolution 1.

Shareholder approval for the issue of the Underwriter Options to be issued to Mainview is sought by Resolution 2.

Shareholder approval for the issue of the Underwriter Options to be issued to ACP is sought by Resolution 3.

1.2 Listing Rules Chapter 7 – Resolution 1

Listing Rule 7.1 provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company's ordinary securities then on issue.

By approving the issue of Underwriter Options the subject of Resolution 1, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

In the event that Shareholder approval is not obtained for the issue of the Underwriter Options the subject of Resolution 1, the Underwriter Options will be nonetheless issued to the extent permissible under the Company's 15% annual placement capacity, thereby reducing the capacity for the Company to issue further securities without first having to seek Shareholder approval.

Resolution 1 is an ordinary resolution.

1.3 Listing Rules Chapter 10 – Resolutions 2 & 3

Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party.

Furthermore, Shareholder approval of the issue of the Underwriter Options under Listing Rule 10.1 pursuant to Resolutions 2 and 3, means that the grant of the Underwriter Options to Mainview and ACP will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolutions 2 and 3 are ordinary resolutions.

1.4 Part 2E of the Corporations Act – Resolutions 2 & 3

Section 208 of the Corporations Act prohibits a public company from giving a financial benefit to a related party unless one of the exceptions to Section 208 applies or shareholders have approved the giving of that benefit to the related party.

Mainview is a related party of the Company by virtue of it being an entity controlled by a Director, namely, Mr Anthony Torresan.

ACP is a related party of the Company by virtue of it being an entity controlled by a Director, namely, Mr Alec Pismiris.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company, issuing securities, and buying an asset from a related party.

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

• (a) obtain the approval of members in the way set out in Section 217 and 227; and
• (b) give the benefit within 15 months after the approval.

1.5 Technical Information Required by Listing Rule 7.3 – Resolution 1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the approval of the proposed issue of the Underwriter Options the subject of Resolution 1:

• (a) 25,547,324 Underwriter Options are proposed to be issued;
• (b) The Underwriter Options are to be issued to Capital Investment Partners Pty Ltd (or its nominees).
• (c) The Underwriter Options are exercisable for $0.01 on or before 30 June 2019 and otherwise on the terms and conditions set out in Schedule A.
• (d) The Underwriter Options the subject of Resolution 1 will be issued as soon as practicable after the Meeting, and in any event, within 3 months of the date of the Meeting.
• (e) It is anticipated that all of the Underwriter Options the subject of Resolution 1 will be issued on the same date;

(f) The Underwriter Options are being issued for a subscription price of $0.00001 per Underwriter Option. As such, only a nominal amount of funds will be raised from the issue thereof. In the event that all the Underwriter Options the subject of Resolution 1 are exercised, at total of $255,473 will be raised from the exercise proceeds.

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

1.6 Technical Information required by Listing Rule 10.13 – Resolution 2

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the approval of the proposed issue of the Underwriter Options the subject of Resolution 2:

• (a) The Underwriter Options the subject of Resolution 2 will be issued to Mainview Holdings Pty Ltd (or its nominee);
• (b) The maximum number of Underwriter Options to be issued to Mainview Holdings Pty Ltd (or its nominee) is 18,235,894 Underwriter Options;
• (c) The Underwriter Options the subject of Resolution 2 will be issued not later than 1 month after the date of the Meeting (or such other later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated that allotment will occur on the same date.
• (d) The Underwriter Options will be exercisable for $0.01 on or before 30 June 2019, and otherwise on the terms and conditions set out in Schedule A;
• (e) The Underwriter Options are being issued for a subscription price of $0.00001 per Underwriter Option. As such, only a nominal amount of funds will be raised from the issue thereof. In the event that all the Underwriter Options the subject of Resolution 2 are exercised, at total of $182,358 will be raised from the exercise proceeds.

1.7 Section 219 of the Corporations Act – Resolution 2

The related party to whom the resolutions would permit the financial benefit to be given.

The related party to whom a financial benefit will be given is Mainview Holdings Pty Ltd (or its nominee), a company controlled by Mr Anthony Torresan (a Director).

The nature of the financial benefit

The financial benefit proposed to be given is 18,235,894 Underwriter Options exercisable for $0.01 on or before 30 June 2019 and otherwise on the terms and conditions contained in Schedule A.

If the Underwriter Options issued to Mainview (or its nominee) are all exercised, payment of $182,358 will be made for the exercise thereof.

Directors' interest in the outcome

Mr Anthony Torresan's interest in the outcome of this Resolution 2 is 18,235,894 Underwriting Options by virtue of Mr Torresan's controlling interest in Mainview.

No other Director has any interest in the outcome of this Resolution.

Relevant Director's remuneration package

Mr Torresan currently receives annual remuneration (exclusive of superannuation) of $120,000 per annum. Mr Torresan was appointed as a Director on 24 March 2015 and as such has been paid, or is entitled to be paid a total of $32,500 for the financial year ending 30 June 2015.

It is expected that Mr Torresan will be paid $120,000 (exclusive of superannuation) for the financial year ending on 30 June 2016.

Related party's existing interest

Director	Shares	Existing Options
Alec Pismiris	3,000,000	NIL
Anthony Torresan	24,065,029	9,407,6671
John Hills	11,811,292	NIL

The following tables sets out Directors' interests as at the date of this Notice:

1. Exercisable for $0.02 on or before 30 June 2017.

It should also be noted that the entitlement of Mr Torresan and his associates under the Rights Issue is 12,032,514 new Shares. Mainview has sub-underwritten a subscription $220,000, being 44,000,000 Shares. Mr Torresan's subunderwriting commitment is, however, subject to Mr Torresan (and his associates) not acquiring a relevant interest in the voting shares in the Company of 20% or greater. Furthermore, Mr Torresan will not be permitted to exercise any Options to the extent that upon the issue of Shares upon the exercise of Options, Mr Torresan (and his associates) would acquire a relevant interest in the voting shares in the Company of 20% or greater.

Dilution

The dilution effect if all Underwriter Options the subject of Resolution 2 are exercised (and assuming the Rights Issue is completed and fully subscribed, no other Options are exercised and no other Shares are issued) will be 4.8% on Shareholders as set out below.

Shares currently on issue	241,282,360
Shares to be issued pursuant to the Rights Issue	120,641,180
Total number of Shares	361,923,540
Resolution 2 – Underwriter Options to be issued	18,235,894
Expanded Capital if Options are exercised	380,159,434
Dilutionary Effect	4.8%

Trading history

In the last 12 months before the date of this Notice, the highest, lowest and latest trading prices (as at 20 May 2015) of the listed Shares on ASX are as set out below:

	Shares (ASX: PEL)
Highest (29 August 2014)	$0.01
Lowest (6 January 2015)	$0.002
Latest (1 June 2015)	$0.008

Valuation of financial benefit

The value of the financial benefits to be provided to Mainview is set out in the table below, it has been calculated by management using a Black and Scholes model:

	Financial Benefit	Value of Financial Benefit
Mainview	24,452,676 Underwriter Options	$77,025

1. Issued for an issue price of $0.00001.

2. The valuation date was 19 May 2015.

3. The Black and Scholes option valuation methodology was used as the basis for the calculation.

4. The Share price as at the valuation date was $0.007.

5. Exercise price of $0.01.

6. The risk free interest rate used was 2.25%.

7. A volatility factor of 70% was used.

8. There are no vesting conditions.

9. The expected dividend yield is 0%.

• 1. The value of each Fee Option is $0.0.00315.
• 1. The value obtained via the Black and Scholes option valuation method is not the valuation that would be obtained pursuant to the relevant Australian tax legislation.

Directors' recommendation and basis of recommendation

Mr Anthony Torresan abstains from making a recommendation in respect of this Resolution 2 given his interest therein.

Mr John Hills recommends that Shareholders vote in favour of Resolution 2 on the basis that the issue of the Underwriter Options to Mainview was agreed by CIP and Mainview as part of the sub-underwriting agreement between them. Whilst the Company is not a party to the sub-underwriting agreement between CIP and Mainview, the Company understands that Mainview's assumption of its sub-underwritten commitment of $220,000 was integral in CIP's decision to fully underwrite the Rights Issue, which has provided the Company with significant comfort that it can aggressively pursue its objectives with the funds to be raised from the Rights Issue.

Also, given the speculative nature of the Company's activities and the small management team responsible for its running, Mr Hills considers that the performance of Mr Torresan and the performance and value of the Company are closely related, and the issue of the Underwriter Options provides additional incentive to Mr Torresan.

Mr Alec Pismiris recommends that Shareholders vote in favour of Resolution 2 relating to the issue of Underwriter Options to Mainview on the same basis as Mr Hills' recommendation.

The number of Underwriter Options to be issued to Mainview (i.e. 24,452,676) has been determined in accordance with the sub-underwriting agreement between CIP and Mainview, whereby it was agreed that Mainview would be nominated as the recipient of that number of Underwriter Options in consideration of its assumption of its sub-underwriting commitment of $220,000.

The Chairman intends to vote all available proxies in favour of Resolution 2.

1.8 Technical Information required by Listing Rule 10.13 – Resolution 3

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the approval of the proposed issue of the Underwriter Options the subject of Resolution 3:

• (a) The Underwriter Options the subject of Resolution 3 will be issued to A.C.P. Investments Pty Ltd (or its nominee);
• (b) The maximum number of Underwriter Options to be issued to ACP (or its nominee) is 6,216,782 Underwriter Options;
• (c) The Underwriter Options the subject of Resolution 3 will be issued not later than 1 month after the date of the Meeting (or such other later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated that allotment will occur on the same date.
• (d) The Underwriter Options will be exercisable for $0.01 on or before 30 June 2019, and otherwise on the terms and conditions set out in Schedule A;
• (e) The Underwriter Options are being issued for a subscription price of $0.00001 per Underwriter Option. As such, only a nominal amount of funds will be raised from the issue thereof. In the event that all the Underwriter Options the subject of Resolution 3 are exercised, at total of $62,167 will be raised from the exercise proceeds.

1.9 Section 219 of the Corporations Act – Resolution 3

The related party to whom the resolutions would permit the financial benefit to be given.

The related party to whom a financial benefit will be given is A.C.P. Investments Pty Ltd (or its nominee), a company controlled by Mr Alec Pismiris (a Director).

The nature of the financial benefit

The financial benefit proposed to be given is 6,216,782 Underwriter Options exercisable for $0.01 on or before 30 June 2019 and otherwise on the terms and conditions contained in Schedule A.

If the Underwriter Options issued to ACP (or its nominee) are all exercised, payment of $62,167 will be made for the exercise thereof.

Directors' interest in the outcome

Mr Alec Pismiris' interest in the outcome of this Resolution 3 is 6,216,782 Underwriting Options by virtue of Mr Pismiris' controlling interest in ACP.

No other Director has any interest in the outcome of this Resolution.

Relevant Director's remuneration package

Mr Pismiris currently receives annual remuneration (exclusive of superannuation) of $36,000 per annum. Mr Pismiris was appointed as a Director on 24 March 2015 and as such has been paid, or is entitled to be paid a total of $9,750 for the financial year ending 30 June 2015.

It is expected that Mr Pismiris will be paid $36,000 (exclusive of superannuation) for the financial year ending on 30 June 2016.

Related party's existing interest

Director	Shares	Existing Options
Alec Pismiris	3,000,000	NIL
Anthony Torresan	24,065,029	9,407,6671
John Hills	11,811,292	NIL

The following tables sets out Directors' interests as at the date of this Notice:

1. Exercisable for $0.02 on or before 30 June 2017.

It should also be noted that the entitlement of Mr Pismiris and his associates under the Rights Issue is 1,500,000 new Shares. ACP has sub-underwritten a subscription $75,000, being 15,000,000 Shares.

Dilution

The dilution effect if all Underwriter Options the subject of Resolution 3 are exercised (and assuming the Rights Issue is completed and fully subscribed, no other Options are exercised and no other Shares are issued) will be 1.17% on Shareholders as set out below.

Shares currently on issue	241,282,360
Shares to be issued pursuant to the Rights Issue	120,641,180
Total number of Shares	361,923,540
Resolution 3 – Underwriter Options to be issued	6,216,782
Expanded Capital if Options are exercised	368,140,322
Dilutionary Effect	1.17%

Trading history

In the last 12 months before the date of this Notice, the highest, lowest and latest trading prices (as at 20 May 2015) of the listed Shares on ASX are as set out below:

	Shares (ASX: PEL)
Highest (29 August 2014)	$0.01
Lowest (6 January 2015)	$0.002
Latest (1 June 2015)	$0.008

Valuation of financial benefit

The value of the financial benefits to be provided to ACP is set out in the table below, it has been calculated by management using a Black and Scholes model:

	Financial Benefit	Value of Financial Benefit
ACP	6,216,782 Underwriter Options	$19,582

• 1. Issued for an issue price of $0.00001.
• 1. The valuation date was 19 May 2015.
• 1. The Black and Scholes option valuation methodology was used as the basis for the calculation.
• 1. The Share price as at the valuation date was $0.007.
• 1. Exercise price of $0.01.
• 1. The risk free interest rate used was 2.25%.
• 1. A volatility factor of 70% was used.
• 1. There are no vesting conditions.
• 1. The expected dividend yield is 0%.
• 1. The value of each Fee Option is $0.0.00315.
• 1. The value obtained via the Black and Scholes option valuation method is not the valuation that would be obtained pursuant to the relevant Australian tax legislation.

Directors' recommendation and basis of recommendation

Mr Alec Pismiris abstains from making a recommendation in respect of this Resolution 3 given his interest therein.

Mr John Hills recommends that Shareholders vote in favour of Resolution 3 on the basis that the issue of the Underwriter Options to ACP was agreed by CIP and ACP as part of the sub-underwriting agreement between them. Whilst the Company is not a party to the sub-underwriting agreement between CIP and ACP, the Company understands that ACP's assumption of its sub-underwritten commitment of $75,000 was integral in CIP's decision to fully underwrite the Rights Issue, which has provided the Company with significant comfort that it can aggressively pursue its objectives with the funds to be raised from the Rights Issue.

Also, given the speculative nature of the Company's activities and the small management team responsible for its running, Mr Hills considers that the performance of Mr Pismiris and the performance and value of the Company are closely related, and the issue of the Underwriter Options provides additional incentive to Mr Pismiris.

Mr Anthony Torresan recommends that Shareholders vote in favour of Resolution 3 relating to the issue of Underwriter Options to ACP on the same basis as Mr Hills' recommendation.

The number of Underwriter Options to be issued to ACP (i.e. 6,216,782) has been determined in accordance with the subunderwriting agreement between CIP and ACP, whereby it was agreed that ACP would be nominated as the recipient of 6,216,782 Underwriter Options in consideration of its assumption of its sub-underwriting commitment of $75,000.

The Chairman intends to vote all available proxies in favour of Resolution 3.

2. RESOLUTION 4 – RATIFICATION OF PRIOR OPTION ISSUE

2.1 Background

The Company announced (by the Appendix 3B announced on 26 September 2014) that it had issued 250,000 Existing Options by way of a private placement to investors. The Existing Options are exercisable for $0.02 on or before 30 June 2017 and otherwise on the terms and conditions set out in Schedule B.

2.2 Listing Rules Chapter 7

Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be ratified by shareholders, in order to refresh the Company's placement capacity, provided that, at the time the issue was made, the issue was made within the Company's existing placement capacity pursuant to Listing Rule 7.1.

The Company issued the Existing Options the subject of Resolution 4 without prior Shareholder approval out of its 15% annual placement capacity under listing Rule 7.1. Resolution 4 seeks Shareholder approval for the ratification of these Existing Option issues.

By ratifying the issue of the Existing Options the subject of Resolution 4, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.3 Technical Information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Existing Options the subject of Resolution 4:

• (a) 250,000 Existing Options were issued at an issue price of $0.0001 per Existing Option;
• (b) The Existing Options are exercisable for $0.02 on or before 30 June 2017 and otherwise on the terms and conditions set out in Schedule B;
• (c) The Existing Options the subject of Resolution 4 were issued to investors who were eligible to be made offers without disclosure under an exemption under section 708 of the Corporations Act;
• (d) The Existing Options were issued for a subscription price of $0.0001 per Existing Option. As such, only a nominal amount of funds will be raised from the issue thereof. In the event that all the Existing Options the subject of Resolution 4 are exercised, at total of $5,000 will be raised from the exercise proceeds.

The Chairman intends to vote all available proxies in favour of Resolution 4.

3. RESOLUTION 5 – ADOPTION OF NEW CONSTITUTION

The Directors are recommending that the Company adopts a new constitution, and this requires the approval of shareholders by a special resolution.

The constitution to be adopted by the Company reflects the substantial changes to the Listing Rules and Australian companies legislation which have occurred since the Company's existing Constitution was adopted in 2000. It also contains a number of provisions designed to promote the more efficient running of the Company, which should be of long-term benefit to the Company and its shareholders.

A copy of the proposed new constitution will be available for inspection by shareholders at the Company's registered office during normal business hours until the Meeting. In addition, any shareholder wishing to inspect the new constitution prior to the General Meeting will be sent a copy on request.

The Directors unanimously recommend shareholders to vote in favour of Resolution 5.

4. DEFINITIONS

In this Explanatory Memorandum:

"ACP" has the meaning given to it in Section 1.1;

"ASIC" means the Australian Securities and Investments Commission;

"ASX" means ASX Limited ACN 008 624 691;

"Board" means the board of Directors;

"Business Day" has the meaning given to it in the Listing Rules;

"Chairman" means the chairman of the Board;

"Capital Investment Partners Pty Ltd" and "CIP" means Capital Investment Partners Pty Ltd AFSL No. 291 416;

"Company" means Pelican Resources Limited (ACN 063 388 821);

"Constitution" means the constitution of the Company;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Director" means a director of the Company;

"Eligible Shareholder" means a Shareholder who is eligible to participate in the Rights Issue being a Shareholder with a registered address in Australia or New Zealand on the Record Date;

"Entitlement" means the entitlement of a Shareholder who is eligible to participate in the Rights Issue;

"Equity Securities" has the same meaning as in the Listing Rules;

"Existing Option" means an Option exercisable for $0.02 on or before 30 June 2017 and otherwise on the terms and conditions set out in Schedule B;

"Explanatory Memorandum" means this Explanatory Memorandum;

"Listing Rules" means the official listing rules of the ASX;

"Mainview" has the meaning given to it in Section 1.1;

"Notice" and "Notice of Meeting" means the notice of meeting to which this Explanatory Memorandum is attached;

"Official List" means the official list of ASX;

"Option" means an option to acquire one Share and "Optionholder" has a corresponding meaning;

"Prospectus" means the entitlements offer prospectus lodged by the Company with ASIC on 18 May 2015;

"Record Date" means the record date for determining Entitlements being 25 May 2015;

"Resolution" means a resolution set out in this Notice;

"Rights Issue" has the meaning given to that term in Section 1.1;

"Schedule" means a schedule to this Notice;

"Section" means a section of this Explanatory Memorandum;

"Securityholder" means a holder of Shares or Options;

"Share" means an ordinary fully paid ordinary share in the capital of the Company and "Shareholder" has a corresponding meaning;

"Underwriter Option" means an Option exercisable for $0.01 on or before 30 June 2019 and otherwise on the terms and conditions set out in Schedule A;

"Underwriting Agreement" means the underwriting agreement between the Company and CIP dated 12 May 2015;

"WST" means Western Standard Time.

SCHEDULE A – TERMS AND CONDITIONS OF UNDERWRITER OPTIONS

The terms and conditions of the Underwriter Options are:

• (a) Each Underwriter Option will be granted at an issue price of $0.00001 each.
• (b) Each Underwriter Option entitles the holder to subscribe for and be allotted one Share.
• (c) The Underwriter Options may be exercisable at any time prior to 5:00pm WST on 30 June 2019 ("Expiry Date"). Underwriter Options not exercised on or before the Expiry Date will automatically lapse.
• (d) The exercise price of each Underwriter Option is $0.01.
• (e) The Underwriter Options may be exercised wholly or in part by completing an application form for Shares ("Notice of Exercise") delivered to the Company's share registry and received by it any time prior to the Expiry Date.
• (f) The Underwriter Options are transferable and the Company will not apply to ASX to have the Underwriter Options granted Official Quotation.
• (g) Upon the exercise of an Underwriter Option and receipt of all relevant documents and payment, the holder will be allotted and issued a Share ranking pari passu with the then issued Shares. The Company will apply to ASX to have the Shares granted Official Quotation.
• (h) There will be no participating entitlement inherent in the Underwriter Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Underwriter Options. Prior to any new pro rata issue of securities to Shareholders, Underwriter Option holders will be notified by the Company in accordance with the requirements of the Listing Rules.
• (i) There are no rights to a change in exercise price, or in the number of Shares over which the Underwriter Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Underwriter Options.
• (j) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Underwriter Option holder are to be changed in a manner consistent with the Listing Rules.
• (k) Shares issued pursuant to the exercise of an Underwriter Option will be issued not more than 14 days after the date of the Notice of Exercise.

SCHEDULE B – TERMS AND CONDITIONS OF EXISTING OPTIONS

The Existing Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Existing Option entitles the holder to subscribe for one Share at an exercise price of $0.02 each.
• (b) The Existing Options are exercisable at any time on or before 30 June 2017 wholly or in part by delivering a duly completed form of notice of exercise to the Company, accompanied by payment of the exercise moneys.
• (c) All Shares allotted on the exercise of the Existing Options will rank equally in all respects with the Company's existing Shares.
• (d) The Existing Options are freely transferrable.
• (e) Application will be made to the ASX for official quotation of the Existing Options not later than 7 days after the date of issue. Application will be made to ASX for official quotation by ASX of all Shares allotted pursuant to the exercise of the Existing Options not later than 10 Business Days after the date of allotment.
• (f) Holders of Existing Options may only participate in new issues of securities to holders of Shares if an Existing Option has been exercised and Shares allotted in respect of the Existing Option before the Record Date for determining entitlements to the issue. The Company must give at least 6 Business Days' notice to holders of any Existing Options before the record date for determining entitlements to the issue in accordance with the Listing Rules of ASX.
• (g) There will be no change to the exercise price of an Existing Option or the number of Shares over which an Existing Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to the holders of Shares (other than a Bonus Issue).
• (h) If there is a bonus issue ("Bonus Issue") to the holders of Shares, the number of Shares over which an Existing Option is exercisable will be increased by the number of Shares which the holder would have received if the Existing Option had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied to the Bonus Issue and upon issue rank equally in all respects with the other Shares of that class at the date of issue of the Bonus Shares.
• (i) If, prior, to the expiry of any Existing Options, there is a reorganization of the issued capital of the Company, the Existing Options shall be reorganized in the manner set out in the Listing Rules.

+	PELICAN RESOURCES LIMITED	REGISTERED OFFICE:LEVEL 1284 OXFORD STREET	+
MBER»«EFT_REFERENCE_NU	ACN: 063 388 821«HOLDER_NAME»«ADDRESS_LINE_1»«ADDRESS_LINE_2»«ADDRESS_LINE_3»«ADDRESS_LINE_4»	LEEDERVILLE WA 6007SHARE REGISTRY:Security Transfer Registrars Pty LtdAll Correspondence to:AUSTRALIAAUSTRALIAE: registrar@securitytransfer.com.auW: www.securitytransfer.com.au	PO BOX 535, APPLECROSS WA 6953770 Canning Highway, APPLECROSS WA 6153T: +61 8 9315 2333 F: +61 8 9315 2233
	«ADDRESS_LINE_5»	Code:	PEL
		Holder Number:	«HOLDER_NUM
PROXY FORM	THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.		BER»
«ADDRESS_LINE_5»VOTEONLINE	Lodge your proxy vote securely at www.securitytransfer.com.au1. Log into the Investor Centre using your holding details.2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.		«ONLINEPRX ID»
	SECTION A: Appointment of Proxy
	I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:ORThe meeting chairperson

or failing the person named, or if no person is named, the Chairperson 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, as the Proxy sees fit) at the General Meeting of the Company to be held at 9:00am WST on Thursday 30 July 2015 at 52 Ord Street, West Perth, Western Australia and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION	For	Against	Abstain
1. ISSUE OF UNDERWRITER OPTIONS
2. APPROVAL FOR ISSUE OF UNDERWRITER OPTIONS AS SUB-UNDERWRITING FEE - MAINVIEW HOLDINGS PTY LTD
3. APPROVAL FOR ISSUE OF UNDERWRITER OPTIONS AS SUB-UNDERWRITING FEE - A.C.P. INVESTMENTS PTY LTD
4. RATIFICATION OF PRIOR OPTION ISSUE
5. ADOPTION OF NEW CONSTITUTION

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

	SECTION C: Signature of Security Holder(s)
	This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
	Individual or Security Holder		Security Holder 2			Security Holder 3
	Sole Director & Sole Company Secretary		Director			Director/Company Secretary
						Proxies must be received by Security Transfer Registrars Pty Ltd no later than 9:00am WST on Tuesday 28 July 2015.
+	PELPX1300715		1	1	PEL	PELPX1300715	+

My/Our contact details in case of enquiries are: Name: Number:

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this 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.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
• b) Return both forms in the same envelope.

5. SIGNING INSTRUCTIONS

( )

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

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

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

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Registrars Pty Ltd

Online	www.securitytransfer.com.au
Postal Address	PO BOX 535Applecross WA 6953 AUSTRALIA
Street Address	Alexandrea HouseSuite 1, 770 Canning HighwayApplecross WA 6153 AUSTRALIA
Telephone	+61 8 9315 2333
Facsimile	+61 8 9315 2233
Email	registrar@securitytransfer.com.au

PRIVACY STATEMENT

• • Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.