SUREFIRE RESOURCES NL — Proxy Solicitation & Information Statement 2017

Jan 9, 2017

SUREFIRE RESOURCES NL ACN 083 274 024

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 9 February 2017

Time of Meeting 9:30am

Place of Meeting

Surefire Resources NL Office 63 Hay Street SUBIACO WA 6008

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

SUREFIRE RESOURCES NL ACN 083 274 024

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Surefire Resources NL (Company) will be held at the Company's Registered Office 63 Hay Street Subiaco, Western Australia on 9 February 2017 at 9:30am for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

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

1. RESOLUTION 1 - RATIFICATION OF ISSUE OF SHARES - 1

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 26,666,666 Shares, at a deemed issue price of $0.0015 per share for the purposes and on the terms set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on this Resolution by any person who participated in the issue and any of their Associates, unless it is cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form) or 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).

2. RESOLUTION 2 - RATIFICATION OF ISSUE OF SHARES - 2

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 250,000,000 Shares, at an issue price of $0.002 per share, for the purposes and on the terms set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on this Resolution by any person who participated in the issue and any of their Associates, unless it is cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form) or 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).

3. RESOLUTION 3 - RATIFICATION OF ISSUE OF SHARES - 3

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 9,000,000 Shares, at a deemed issue price of $0.002 per share for the purposes and on the terms set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on this Resolution by any person who participated in the issue and any of their Associates, unless it is cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form) or 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).

4. RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES - PLACEMENT

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

"That, for the purposes of ASX Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to issue and allot at the Directors' discretion up to a maximum of 250,000,000 fully paid ordinary Shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who might participate in the issue and any of their Associates 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 unless it is cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form) or 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).

5. RESOLUTION 5 – APPROVAL OF ISSUE OF SECURITIES – QUOTED OPTIONS - 1

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

"That, for the purposes of ASX Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to issue and allot at the Directors' discretion up to a maximum of 100,000,000 Quoted Options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who might participate in the issue and any of their Associates 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 unless it is cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form) or 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).

6. RESOLUTION 6 - APPROVAL OF ISSUE OF SECURITIES – QUOTED OPTIONS - 2

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

"That, for the purposes of ASX Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to issue and allot at the Directors' discretion up to a maximum of 250,000,000 Quoted Options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who might participate in the issue and any of their Associates 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 unless it is cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form) or 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).

7. RESOLUTION 7 – APPROVAL OF ISSUE OF SECURITIES IN LIEU OF OUTSTANDING AMOUNTS OWED

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

"That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 75,000,000 Shares at a deemed issue price of $0.002 each and 75,000,000 Quoted Options, exercisable at $0.003 each and expiring on 30 December 2017, to Plato Mining Pty Ltd or their nominees, on the terms and conditions set out in the Explanatory Memorandum".

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules, disregard any votes cast on this resolution by any person who might participate in the issue and any of their Associates and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities,. However, subject to the voting prohibition below, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form to vote as the proxy decides.

Voting Prohibition: The Company will, in accordance with the Corporations Act, disregard any votes cast on this Resolution by a member of the Key Management Personnel or a Closely Related Party of such a member. However, the Company will not disregard a vote if it is cast by such a person if:

• (a) the person is acting as proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on these Resolutions as described above; or
• (b) the person is the Chair voting an undirected proxy, which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel

8. RESOLUTION 8 - APPROVAL OF ISSUE OF SECURITIES TO DON VALENTINO

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

"That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 5,000,000 Shares at a deemed issue price of $0.002 each and 5,000,000 Quoted Options, exercisable at $0.003 each and expiring on 30 December 2017, to Mr Don Valentino or his nominees, on the terms and conditions set out in the Explanatory Memorandum".

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules, disregard any votes cast on this resolution by Mr Valentino and any of his Associates. However, subject to the voting prohibition below, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DON VALENTINO

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

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 7,500,000 Performance Rights for no consideration, to Mr Don Valentino or his

nominees on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules, disregard any votes cast on this resolution by Mr Valentino and any of his Associates. However, subject to the voting prohibition below, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form to vote as the proxy decides.

Voting Prohibition: The Company will, in accordance with the Corporations Act, disregard any votes cast on Resolutions 8 – 9 by a member of the Key Management Personnel or a Closely Related Party of such a member. However, the Company will not disregard a vote if it is cast by such a person if:

• (a) the person is acting as proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on these Resolutions as described above; or
• (b) the person is the Chair voting an undirected proxy, which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel

10. RESOLUTION 10 - APPROVAL OF ISSUE OF SHARES TO CPS CAPITAL

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

"That, for the purposes of ASX Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to issue and allot at the Directors' discretion Shares, up to a maximum value of $6,000 (issued at the preceding 10 day VWAP) each month, to be paid on a quarterly basis, for 12 months in consideration of CPS Capital providing corporate advisory services to the Company on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who might participate in the issue and any of their Associates 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 unless it is cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the Proxy Form) or 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).

A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 9:30am (WST) 7 February 2017:

• by post to Surefire Resources NL
• 63 Hay Street Subiaco WA 6008
• by email to info@surefireresources.com.au

_____________________ Graeme Smith Company Secretary Date: 10 January 2017

PROXIES

A Shareholder entitled to attend and vote at the above meeting may 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.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or email and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00pm WST time on 7 February 2017 will be entitled to attend and vote at the meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Surefire Resources NL ACN 083 274 024 (Company) in connection with the business to be conducted at a General Meeting of the Company to be held at the Company's office, 63 Hay Street Subiaco WA 6008, on 9 February 2017 commencing at 9:30am.

This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolution.

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

At the General Meeting, Shareholders will be asked to consider the following Resolutions:

• ratification of the issue of Shares under ASX Listing Rule 7.4;
• approval for the issue of Securities under ASX Listing Rule 7.1; and
• approval for the issue of Securities under ASX Listing Rule 10.11.

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES - 1

1.1 General

On 2 November 2016, the Company announced that it had entered into an Option and Tenement Sale Agreement (Sale Agreement) to acquire the Kooline Silver-Copper-Lead Project (the Project). The Company announced it had secured a four-month exclusive option through the issue of 26,666,666 to the Vendor to acquire 90% of the Project for an all scrip based consideration of 250,000,000 shares if the Company elected to proceed with the acquisition.

On 2 November 2016, 26,666,666 Shares were issued under the Company's additional 10% placement capacity under Listing Rule 7.1A previously approved by Shareholders at the Annual General Meeting held on 27 November 2015.

Listing Rule 7.1A enables eligible entities to seek shareholder approval at an annual general meeting to enable the Company to issue an additional 10% of its issued capital without shareholder approval in the 12 month period following the meeting. Shareholders approved this at the Company's 2015 Annual General Meeting. Listing Rule 7.4 permits the ratification of previous issues of shares made without prior shareholder approval, provided the issue did not breach the maximum thresholds set by Listing Rule 7.1 or 7.1A.

The effect of such a ratification is to restore a company's discretionary power to issue further shares up to 15% of the issued capital of the company under Listing Rule 7.1 and 10% under Listing Rule 7.1A without requiring shareholder approval.

Accordingly, Resolution 1 seeks Shareholder ratification of the issue of 26,666,666 Shares to restore the ability of the Company to issue further Shares within the 10% limit under Listing Rule 7.1A, during the next 12 months. The Company confirms that the issue and allotment of the Shares the subject of Resolution 1 did not breach Listing Rule 7.1A.

1.2 Information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• a) 26,666,666 Shares were allotted and issued by the Company;

• b) The deemed issue price per Share was $0.0015 per Share;

• c) the Shares allotted were fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue;

• d) the Shares were issued to sophisticated investors, who were not a related party of the Company;

• e) the Shares were issued for no cash consideration under the Sale Agreement (further details of which are provided above) and there were no funds raised from the issue; and

• f) a voting exclusion statement is included in the Notice.

1.3 Directors' Recommendation

The Directors of the Company believe that Resolution 1 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES - 2

2.1 General

On 28 December 2016 the Company issued 250,000,000 Shares at an issue price of $0.002 per Share, under its 15% placement capacity under Listing Rule 7.1.

It now seeks, pursuant to Resolution 2 of the Notice, to ratify the allotment and issue of those Shares.

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval provided the issue did not breach the 15% threshold set by Listing Rule 7.1.

The effect of such a ratification is to restore a company's discretionary power to issue further shares up to 15% of the issued capital of the company under Listing Rule 7.1 without requiring shareholder approval.

Accordingly, Resolution 2 seeks Shareholder ratification of the issue of 250,000,000 Shares to restore the ability of the Company to issue further Shares within the 15% limit under Listing Rule 7.1, during the next 12 months. The Company confirms that the issue and allotment of the Shares the subject of Resolution 2 did not breach Listing Rule 7.1.

2.2 Information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• a) 250,000,000 Shares were allotted and issued by the Company;
• b) the issue price per Share was $0.002 per Share;
• c) the Shares allotted were fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue;
• d) the Shares were issued to sophisticated investors, who were not a related party of the Company;
• e) $500,000 was raised from the issue of the Shares. The funds raised have been, and will be applied to exploration expenditure and working capital expenses; and
• f) a voting exclusion statement is included in the Notice.

2.3 Directors' Recommendation

The Directors of the Company believe that Resolution 2 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES - 3

3.1 General

On 19 December 2016, the Company announced that it had signed a mandate with CPS Capital, on a best endeavours basis, to raise up to $500,000 by way of placement to sophisticated/professional investors via the issue of 250,000,000 fully paid ordinary shares at $0.002 per share (Placement).

Pursuant to a mandate between the Company and CPS Capital, the Company has agreed to:

a) pay CPS Capital a fee of 6% of funds raised by CPS of the Placement (being approximately $24,000);

• b) pay CPS Capital a corporate advisory fee of $6,000 per month, in shares and payable quarterly in advance, for a period of 12 months; and
• c) issue 100,000,000 Quoted Options to CPS Capital or their nominees.

The Directors are seeking ratification for the issue of the first tranche of Shares issued, as it will preserve the Company's ability to issue up to 15% of its issued capital in the next 12 months.

On 28 December 2016, 9,000,000 Shares were issued under the Company's additional 10% placement capacity under Listing Rule 7.1A previously approved by Shareholders at the Annual General Meeting held on 30 November 2016.

Listing Rule 7.1A enables eligible entities to seek shareholder approval at an annual general meeting to enable the Company to issue an additional 10% of its issued capital without shareholder approval in the 12 month period following the meeting. Shareholders approved this at the Company's 2016 Annual General Meeting. Listing Rule 7.4 permits the ratification of previous issues of shares made without prior shareholder approval, provided the issue did not breach the maximum thresholds set by Listing Rule 7.1 or 7.1A.

The effect of such a ratification is to restore a company's discretionary power to issue further shares up to 15% of the issued capital of the company under Listing Rule 7.1 and 10% under Listing Rule 7.1A without requiring shareholder approval.

Accordingly, Resolution 3 seeks Shareholder ratification of the issue of 9,000,000 Shares to restore the ability of the Company to issue further Shares within the 10% limit under Listing Rule 7.1A, during the next 12 months. The Company confirms that the issue and allotment of the Shares the subject of Resolution 3 did not breach Listing Rule 7.1A.

3.2 Information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• g) 9,000,000 Shares were allotted and issued by the Company;
• h) The deemed issue price per Share was $0.002 per Share;
• i) the Shares allotted were fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue;
• j) the Shares were issued to CPS Capital, who is not a related party of the Company;
• k) the Shares were issued for no cash consideration under the mandate (further details of which are provided above) and there were no funds raised from the issue.; and
• l) a voting exclusion statement is included in the Notice.

3.3 Directors' Recommendation

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES - PLACEMENT

4.1 Background

Resolution 4 seeks the approval of Shareholders, for the purpose of Listing Rule 7.1 and for all other purposes, to issue up to 250,000,000 Shares in the Company to the Vendor or their nominee(s) pursuant to an Option and Tenement Sale Agreement (Sale Agreement).

The Directors are seeking approval for this issue of Shares as it will preserve the Company's ability to issue up to 15% of its issued capital in the next 12 months.

The Shares to be issued will rank equally in all respects with the Company's existing issued Shares. The Shares to be issued will have a diluting effect on the issued capital of the Company.

The effect of the Placement (on an undiluted basis) on the capital structure of the Company is outlined below

	Number	Percentage interest
Shares currently on issue	1,963,640,813	88.71%
Shares to be issued pursuant to thisresolution	250,000,000	11.29%
Total Shares upon completion of thePlacement	2,213,640,813	100%

4.2 Listing Rule Requirements

The effect of Resolution 3 will be to allow the Directors to issue the Shares pursuant to the Sale Agreement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's annual placement capacity.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of Shares to be issued is 250,000,000 Shares;
• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur in one tranche;
• (c) the deemed issue price of the Shares will be $0.0015;
• (d) the subscribers for these Shares are the Vendors or their nominees. None of these subscribers will be related parties of the Company;
• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
• (f) the Shares are being issued for no cash consideration under the Sale Agreement (further details of which are provided in Resolution 1) and therefore there will be no funds raised from the issue.

4.3 Recommendation

The Board unanimously recommends Shareholders vote in favour of Resolution 4 as it will provide the Company with further flexibility should any Share issue be considered desirable in the next 12 months.

5. RESOLUTIONS 5 - 6 – APPROVAL OF ISSUE OF SECURITIES – QUOTED OPTIONS

5.1 General

Resolutions 5 – 6 seeks Shareholder approval for the issue in total, of up to 350,000,000 Quoted Options (Ex at $0.003 and exp 30/12/17).

• 100,000,000 Quoted Options are to be issued to CPS Capital pursuant to a mandate; and
• 250,000,000 Quoted Options are to be issued subsequent to completion of a Placement.

The offer of the Quoted Options will be made under a prospectus to enable the secondary trading of the Quoted Options pursuant to ASIC Class Order C 04/671

5.2 Background

On 19 December 2016, the Company announced that it had signed a mandate with CPS Capital, on a best endeavours basis, to raise up to $500,000 by way of placement to sophisticated/professional investors via the issue of 250,000,000 fully paid ordinary shares at $0.002 per share (Placement).

Pursuant to a mandate between the Company and CPS Capital, the Company has agreed to:

• (a) pay CPS Capital a fee of 6% of funds raised by CPS f the Placement (being approximately $24,600);
• (b) pay CPS Capital a corporate advisory fee of $6,000 per month, in shares, for a period of 12 months; and
• (c) issue 100,000,000 Quoted Options to CPS Capital or their nominees.

Subsequent to completion of the Placement, the Company will issue one free attaching quoted option for each share subscribed for under the Placement (exercisable at $0.003 and expiring on 30 December 2017), a total of 250,000,000 quoted Options (Ex at $0.003 and exp 30/12/17).

On 19 December 2016, Plato Mining Pty Ltd agreed to convert $150,000 of debt owed by the Company into 75,000,000 Shares and 75,000,000 Quoted Options (Ex at $0.003 and exp 30/12/17).

	Number	Percentage interest
Quoted Optionscurrently on issue	-	-
Quoted Options to be issued pursuant to Resolution 5(Ex at$0.003, exp 30/12/17)	100,000,000	23%
Quoted Options to be issued pursuant to Resolution6(Ex at$0.003, exp 30/12/17)	250,000,000	58%
Quoted Options to be issued pursuant to Resolution 7(Ex at$0.003, exp 30/12/17)	75,000,000	18%
Quoted Options to be issued pursuant to Resolution 8 (Ex at$0.003, exp 30/12/17)	5,000,000	1%
Total Quoted Options	430,000,000	100%

The effect of the issue on the capital structure of the Company is outlined below

There will be no changes to the number of Shares or Performance Rights on issue as a result of the issue of Options the subject of Resolutions 5 - 6.

5.3 Listing Rule Requirements

Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of securities representing more than 15% of the issued capital of the company in any 12 month period.

The following information is provided in accordance with Listing Rule 7.3:

• (a) the maximum number of securities to be issued pursuant to Resolutions 5 6 is 350,000,000 quoted Options;
• (b) issue and allotment of the Quoted Options is likely to occur in one tranche but in any event no later than 3 months after the date of the Meeting, or such later date as approved by ASX;
• (c) the Options are being issued for no cash consideration and therefore there will be no funds raised from the issue;
• (d) the Options are exercisable at $0.003 each and expire on 30 December 2017;
• (e) 100,000,000 of the Quoted Options will be issued to CPS Capital;
• (f) 250,000,000 of the Quoted Options will be issued to sophisticated and professional investors;
• (g) the exercise price and other terms and conditions of the Quoted Options are set out in Annexure A to this Explanatory Memorandum; and
• (h) a voting exclusion statement is included in the Notice;

5.4 Recommendation

The Board unanimously recommends Shareholders vote in favour of Resolutions 5 - 6 as it will provide the Company with further flexibility should any Share issue be considered desirable in the next 12 months.

The Board is not aware of any other information that would reasonably be required by the shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass Resolutions 5 - 6.

6. RESOLUTION 7 – ISSUE OF SECURITIES IN LIEU OF OUTSTANDING AMOUNTS OWED

6.1 General

Plato Mining Pty Ltd (a related party of former Non-Executive Director Mr Vladimir Nikolaenko) is owed an amount of $874,000 in loans and royalties from the Company and, subject to shareholder approval, has elected to receive $150,000 of this amount in the form of Shares & Options, to conserve the cash position of the Company.

Under Section 208 of the Corporations Act, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company (such as a director of the company), the public company or entity must:

• a) obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and
• b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act. Section 210 of the Corporations Act provides that shareholder approval for the purposes of Section 208 of the Corporations Act is not needed to give a financial benefit on the terms that would be unreasonable in the circumstances if the public company and the related party were dealing at arms' length.

It is the view of the Directors that the issue of Shares and Options to Mr Nikolaenko under Resolution 7 falls under the arms' length exception in Section 210 of the Corporations Act as the issue of Securities is being made on the same terms and conditions of the most recent Placement of the Company and accordingly Shareholder approval is only being sought under Listing Rule 10.11 and approval is not required under Listing Rule 7.1.

6.2 Listing Rule Notice Requirements

Listing Rule 10.13 contains certain requirements as to the contents of a Notice sent to Shareholders for the purposes of Listing Rule 10.11 and the following information is included in this Explanatory Memorandum for that purpose:

• a) 75,000,000 Shares and 75,000,000 Quoted Options will be issued to Plato Mining Pty Ltd or their nominees;
• b) the Shares and Quoted Options will be allotted as soon as practicable following the close of this Meeting and in any event, no later than 1 month of the date of this Meeting;
• c) the deemed issue price of the Shares and Quoted Options is $0.002 per Share;
• d) the Shares issued will be fully paid ordinary Shares and rank equally with other fully paid ordinary Shares on issue and the Shares issued upon exercise of the Options will be fully paid ordinary Shares and rank equally with other fully paid ordinary Shares;
• e) a voting exclusion statement is included in this Notice;
• f) the Quoted Options are exercisable at $0.003 each and expire on 30 December 2017;
• g) the exercise price and other terms and conditions of the Quoted Options are set out in Annexure A to this Explanatory Memorandum; and
• h) no funds will be raised from the issue of securities to Plato Mining Pty Ltd or their nominees pursuant to Resolution 7.

7. RESOLUTION 8 – APPROVAL OF ISSUE OF SECURITIES TO DON VALENTINO

7.1 General

Mr Donald Valentino is an Executive Director of the Company. As part of the terms and conditions of his appointment, Mr Valentino is entitled to receive 5,000,000 Shares at a deemed issue price of $0.002 each and 5,000,000 Quoted Options, exercisable at $0.003 each and expiring on 30 December 2017.

Under Section 208 of the Corporations Act, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company (such as a director of the company), the public company or entity must:

• a) obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and
• b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act. Section 210 of the Corporations Act provides that shareholder approval for the purposes of Section 208 of the Corporations Act is not needed to give a financial benefit on the terms that would be unreasonable in the circumstances if the public company and the related party were dealing at arms' length.

It is the view of the Directors that the issue of Shares and Options to Mr Valentino under Resolution 8 falls under the arms' length exception in Section 210 of the Corporations Act as the issue of Securities is being made on the same terms and conditions of the most recent Placement of the Company and accordingly Shareholder approval is only being sought under Listing Rule 10.11 and approval is not required under Listing Rule 7.1.

7.2 Listing Rule Notice Requirements

Listing Rule 10.13 contains certain requirements as to the contents of a Notice sent to Shareholders for the purposes of Listing Rule 10.11 and the following information is included in this Explanatory Memorandum for that purpose:

• a) 5,000,000 Shares and 5,000,000 Quoted Options will be issued to Mr Valentino (or his nominees);
• b) the Shares and Quoted Options will be allotted as soon as practicable following the close of this Meeting and in any event, no later than 1 month of the date of this Meeting;
• c) the deemed issue price of the Shares and Quoted Options is $0.002;
• d) the Shares issued will be fully paid ordinary Shares and rank equally with other fully paid ordinary Shares on issue and the Shares issued upon exercise of the Options will be fully paid ordinary Shares and rank equally with other fully paid ordinary Shares;
• e) a voting exclusion statement is included in this Notice;
• f) the exercise price and other terms and conditions of the Quoted Options are set out in Annexure A to this Explanatory Memorandum; and
• g) no funds will be raised from the issue of the securities to Mr Valentino or his nominees pursuant to Resolution 7.

7.3 Directors' Recommendation

All the Directors were available to make a recommendation in relation to Resolution 8. Mr Valentino declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution, as it relates to the proposed grant of Performance Rights to him individually (or his nominee). ASIC Regulatory Guide 76: Related Party Transactions notes at paragraph 76.103 that it is good practice for directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest, and accordingly, they do not make a recommendation in relation to Resolution 8.

The Board (other than Mr Valentino) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision regarding the financial benefit the subject of this resolution or whether it is in the best interests of the Company to pass the Resolution.

8. RESOLUTION 9 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – DON VALENTINO

Resolution 9 is in respect of the issue of 7,500,000 Performance Rights to Mr Don Valentino, a Director of the Company.

The Board has resolved, subject to obtaining Shareholder approval, to allot and issue 7,500,000 Performance Rights to Mr Don Valentino (Related Party) on the terms and conditions set out below.

8.1 General

The Company proposes to issue a total of up to 7,500,000 Performance Rights (each with nil exercise price) to Mr Don Valentino (or his nominee). The full terms and conditions of the Performance Rights are set out in Annexure B, and the key terms are set out below.

• a) The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting (or exercise) of the Performance Rights on the achievement of the Vesting Conditions;
• b) the Performance Rights will vest when the Company has attained a market capitalisation of $7.5 million VWAP over 5 consecutive business days up to 30 December 2017 (the Vesting Condition).

The performance rights shall expire, if unvested, on the earlier of 30 December 2017 or on the day following Mr Valentino's ceasing to be a director of the Company.

The Directors (in the absence of Mr Valentino) consider that the grant of Performance Rights to Mr Valentino (or his nominee) provides a cost effective way to remunerate Mr Valentino, as opposed to cash remuneration and is reasonable given the Vesting Conditions will align the interests of Mr Valentino with those of Shareholders.

8.2 Related Party Transaction

Chapter 2E of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• a) obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and
• b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

Exceptions include where the financial benefit proposed to be provided constitutes reasonable remuneration to the related party, or where the financial benefit is provided in circumstances where the parties are dealing on arm's length terms (or are less favorable to the related party).

The Directors (other than Mr Valentino) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required for the issue of 7,500,000 Performance Rights to Mr Valentino (or his nominee) because the agreement to issue the Performance Rights was part of the remuneration package agreed between the Company and Mr Valentino and was negotiated on arm's length terms, and the grant of the Performance Rights otherwise constitutes reasonable remuneration to Mr Valentino.

In forming these views, the Directors (other than Mr Valentino) carried out an assessment of the equity incentive component of other Directors in peer group companies, and also had regard to the recent history of the Company, and the experience of Mr Valentino.

8.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Performance Rights to Mr Valentino (or his nominee) involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. Accordingly, Shareholder approval is sought for the grant of Performance Rights to Mr Valentino (or his nominee).

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of Performance Rights to Mr Valentino (or his nominee) as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Performance Rights to Mr Valentino (or his nominee) will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

8.4 Technical information required by Listing Rule 10.13

The following information is provided to Shareholders in relation to Resolution 9 for the purposes of ASX Listing Rule 10.13:

• a) The Performance Rights will be issued to Mr Valentino who is a Director (or his nominee).
• b) The maximum number of Performance Rights that may be issued is 7,500,000.
• c) The Performance Rights will be issued to Mr Valentino (or his nominee) no later than 1 month after the date of this Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).
• d) The Performance Rights will be issued for no consideration. The terms of the Performance Rights are set out in Annexure B.
• e) A voting exclusion statement has been included.
• f) No funds will be raised by the issue of the Performance Rights.

8.5 Directors' Recommendation

All the Directors were available to make a recommendation in relation to Resolution 9. Mr Valentino declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution, as it relates to the proposed grant of Performance Rights to him individually (or his nominee). ASIC Regulatory Guide 76: Related Party Transactions notes at paragraph 76.103 that it is good practice for directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest, and accordingly, they do not make a recommendation in relation to Resolution 9.

The Board (other than Mr Valentino) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision regarding the financial benefit the subject of this resolution or whether it is in the best interests of the Company to pass the Resolution.

9. RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES TO CPS CAPITAL

9.1 General

On 19 December 2016, the Company announced that it had signed a mandate with CPS Capital, on a best endeavours basis, to raise up to $500,000 by way of placement to sophisticated/professional investors via the issue of 250,000,000 fully paid ordinary shares at $0.002 per share (Placement).

Pursuant to a mandate between the Company and CPS Capital, the Company has agreed to:

• d) pay CPS Capital a fee of 6% of funds raised by CPS f the Placement (being approximately $24,000);
• e) pay CPS Capital a corporate advisory fee of $6,000 per month, in shares, for a period of 12 months; and
• f) issue 100,000,000 Quoted Options to CPS Capital or their nominees.

The Directors are seeking approval for the issue of Shares as it will preserve the Company's ability to issue up to 15% of its issued capital in the next 12 months.

9.2 Listing Rule Requirements

The effect of Resolution 10 will be to allow the Directors to issue the Shares pursuant to the mandate, without using the Company's annual placement capacity.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• a) the maximum number of Shares to be issued is up to a value of $6,000 (issued at the preceding 10 day VWAP) each month, to be paid on a quarterly basis, for 12 months;
• b) the Company will seek a waiver from the ASX in respect of the requirement for the securities to be issued no later than 3 months after the date of the meeting, as the securities will be issued quarterly for 12 months to December 2017;
• c) the deemed issue price of the Shares will be determined by the preceding 10 day VWAP;
• d) the subscribers for these Shares are CPS Capital or its nominees. None of these subscribers will be related parties of the Company;
• e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
• f) the Shares are being issued for no cash consideration under the Sale Agreement (further details of which are provided above) and therefore there will be no funds raised from the issue.

9.3 Recommendation

The Board unanimously recommends Shareholders vote in favour of Resolution 10 as it will provide the Company with further flexibility should any Share issue be considered desirable in the next 12 months.

OTHER BUSINESS

Management is not aware on any other business to come before the Meeting other than as set forth in the accompanying Notice. If any other business properly comes before the Meeting, it is the intention of the persons named in the Proxy Form to vote the Shares represented thereby in accordance with their best judgement on such matter.

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

Associate	has the same meaning as defined in Section 11 and Sections 13 to 17 of theCorporations Act.
ASX	means ASX LtdABN 98 008 624 691 and, where the context requires, theAustralian Securities Exchange operated by ASX Ltd.
Board	means the board of Directorsof the Company.
Company	meansSurefireResources NLACN 083 274 024
Corporations Act	means Corporations Act 2001(Cth).
CPS Capital	CPS Capital Group Pty Ltd ACN 088 055 636
Director	means a director of the Company.
Explanatory Memorandum	means this information attached to the Notice, which provides information toShareholdersabout the Resolutioncontained in the Notice.
Listing Rules	means the listing rules of ASX.
Notice or Notice of Meeting	means the Notice of GeneralMeetingaccompanying this ExplanatoryMemorandum.
Proxy Form	means the proxy form attached to this Notice.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.
Vendor	Ilmenite Resources Pty Ltd

ANNEXURE A

SUREFIRE RESOURCES NL

Terms and Conditions of 3 Cent Quoted Options

• a) Each Option entitles the holder to one ordinary fully paid share.
• b) The Company will apply for quotation of the Options.
• c) The Options shall vest on issue (the Vesting Date).
• d) The Options shall expire at 5:00pm WST on 30 December 2017 (the Expiry Date).
• e) The Options shall be exercisable at any time from the Vesting Date up to and including the Expiry Date by completing the Option Exercise Form and provide payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company.
• f) The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until the date the Options expire. This right is subject to any restrictions on the transfer of an Option that may be imposed by ASX.
• g) The exercise price of the Options is $0.003 per Option
• h) The Options held by each Option holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
• i) An Option holder may exercise their Options by lodging with the Company, before the Expiry Date:
  • i. a written notice of exercise of Options specifying the number of Options being exercised; and
  • ii. a cheque or electronic funds transfer for the exercise price for the number of Options being exercised,
• j) All ordinary fully paid shares issued upon exercise of Options will rank pari passu in any respects with the Company's then issued ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options.
• k) There are no participating rights and entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options without exercising their Options. However, the Company will ensure that Optionholders will be allowed 7 business days notice to convert their Options to Shares to participate in an entitlement issue on the same basis as ordinary shareholders.
• l) 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, the number of Options or the exercise price of the Options or both shall be reconstructed in accordance with the Listing Rules.
• m) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu of, or in satisfaction of, dividends or by way of dividend reinvestment):

• i. the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
• ii. no change will be made to the exercise price.
• n) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of a Option will be reduced according to the following formula:

New exercise price = O - E [P-(S+D)]

N+1

• O = the old Exercise Price of the Option.
• E = the number of underlying Shares into which one Option is exercisable.
• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
• S = the subscription price of a Share under the pro rata issue.
• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

ANNEXURE B

SUREFIRE RESOURCES NL

Terms applicable to Performance Rights

• 1. Subject to the satisfaction of the Vesting Conditions set out in Resolution 8, each Performance Right vests to one fully paid ordinary share in the capital of the Company and one Quoted option, exercisable at $0.003 each and expiring on 30/12/17 (Securities).
• 1. The Performance Rights will vest on satisfaction of the Vesting Condition.
• 1. Upon:
  • a) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and;
    • (i) having received acceptances for not less than 50.1% of the Company's shares on issue; and
    • (ii) been declared unconditional by the bidder; or
  • b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies, then,

to the extent the Performance Rights have not vested due to satisfaction of the Vesting Conditions, the Performance Rights automatically vest to that number of Shares which when issued together with all Shares issued under any other class of Performance Rights then on issue, is equal to the lesser of one Share per Performance Right and 10% of the total Shares on issue in the Company at that time. Performance Rights that are not vested and converted into Shares will continue to be held by the holder on the same terms and conditions.

• 1. The Performance Rights shall expire and lapse in the event:
  • a) that the Board determines and gives written notice to the holder of the Performance Rights (in the absence of manifest error) that the Vesting Conditions has not been satisfied;
  • b) Mr Valentino ceases to be a Director of the Company for any reason, unless the Board determines otherwise.
• 1. The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights into Shares on the satisfaction of the Vesting Conditions.
• 1. Any unvested Performance Rights will expire at such time as stipulated in the terms and conditions as set out in the Explanatory Memorandum.
• 1. The Performance Rights may only be granted in your name or the name of your nominee and otherwise are not transferable.
• 1. A Performance Right does not confer the right to vote or receive dividends.
• 1. Immediately following the satisfaction of the Vesting Conditions the Company shall give written notice of that event to the holder of the Performance Rights that have vested and shall, unless otherwise directed by the holder allot and issue the associated number of Shares within 10 Business Days (meaning Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day) of the date of that notice.
• 1. Upon vesting, your Performance Rights do not need to be exercised and no exercise price is payable in respect of your Performance Rights. One Share will be allocated to you in respect of each vested Performance Right without any further action on your part.
• 1. The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares allotted and issued pursuant to the vesting of Performance Rights on ASX within 10 Business Days after the date of allotment and issue of those Shares and in any event, in compliance with the ASX Listing Rules.
• 1. All Shares allotted and issued upon the vesting of Performance Rights will upon allotment and issue rank pari passu in all respects with other Shares.
• 1. Unless required by the ASX, neither the Performance Rights nor any Shares acquired upon vesting of the Performance Rights will be subject to a trading restriction.
• 1. The total value of the resulting Shares which may potentially be allocated to you will depend on factors such as:
  • a) the satisfaction of the Vesting Conditions and the resulting number of Performance Rights that vest or lapse; and
  • b) the price of the Company's Shares on the ASX.
• 1. In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the terms of the Performance Rights will be adjusted in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the holder as a result of such corporate actions and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
• 1. Subject to paragraph 15, there are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights unless the Vesting Conditions has been satisfied or the Performance Rights have vested pursuant to paragraph 3 and the relevant Shares have been issued prior to the record date for determining entitlements. However, the Company will give notice to the holders of any new issues of capital prior to the record date for determining entitlements.
• 1. Allocation of Shares will occur subject to the Company's Trading Policy, a copy of the Company's Trading Policy is available on the Company's website at www.surefireresources.com.au.

18. Vesting Conditions

• a) the Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting (or exercise) of the Performance Rights on the achievement of the Vesting Conditions;
• b) the Performance Rights will vest when the Company has attained a market capitalisation of $7.5 million VWAP over 5 consecutive business days

(collectively Vesting Conditions).

The Company Secretary Surefire Resources NL 63 Hay Street SUBIACO WA 600 8

Sub-Register	CHESS
HIN / SRN

STEP 1 Appoint Proxy to Vote on Your Behalf

I / We being a member/s of Surefire Resources NL hereby appoint

the Chairman of the	OR	PLEASE NOTE: leave this box blank if you have
meeting		selected the Chairman of the Meeting. Do not
		insert your own names (s)

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Surefire Resources NL to be held at the Company's office, 63 Hay Street, Subiaco Western Australia on 9 February 2017 at 9:30am (WST) and at any adjournment of that meeting.

Important for All Resolutions – if the Chairman of the meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the meeting to vote in accordance with the Chairman's voting intentions on the Resolutions as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on the Resolutions in Step 2 below, the Chairman of the meeting will not cast your votes on the Resolutions and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in

Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the meeting will vote in favour of the Resolutions. The Chairman of the Meeting intends to vote all available proxies in favour of the Resolutions.

I / We (except where I /we have indicated a different voting intention below):

1. direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on the Resolutions to vote in favour of this item; and 2. acknowledge that the Chairman of the Meeting may exercise my / our proxy in respect of the Resolutions as he sees fit even if the Chairman has an interest in the outcome of The Resolutions and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

STEP 2	Items of Business	PLEASE NOTE: if you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority
			For	Against	Abstain
Resolution 1	Ratification of Issue of Shares	-1			
Resolution2	Ratification of Issue of Shares	-2			
Resolution3	Ratification of Issue of Shares-3				
Resolution4	Approval of issue of Shares- Placement				
Resolution5	Approval of Issue of Securities- Quoted Options-1				
Resolution 6	Approval of Issue of Securities- Quoted Options-2				
Resolution7	Approval of issue of Shares in Lieu of Outstanding Amounts				
Resolution8	Approval of Issue of Securities to D Valentino				
Resolution9		Approval of Issue of Performance Rights to D Valentino			
Resolution 10	Approval of issue of Shares to CPS Capital				
This Proxy is appointed to represent ________% of my voting right, or if 2 proxies are appointed Proxy 1 represents _______% and Proxy 2

represents _______% of my total votes. My total voting right is _______ shares.

SIGN	Signature of Security holder	–	Please sign here
------	------------------------------	---	------------------	--	--

Individual or Shareholder 1	Joint Shareholder 2	Joint Shareholder 3
Sole Director & Sole Company Secretary	Director / Company Secretary	Director

Dated this ____________________ day of ____________________ 2017

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• 1. A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the Shareholder's proxy. A proxy need not be a Shareholder of the Company.
• 1. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder's voting rights. Fractions shall be disregarded.
• 1. The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint Shareholders, this proxy must be signed by each of the joint Shareholders, personally or by a duly authorised attorney.
• 1. If a proxy is executed by an attorney of a Shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
• 1. To be effective, forms to appoint proxies must be received by the Company by 9:30am on 7 February 2017 by post or email to the respective addresses stipulated in this proxy form.

Post: 63 Hay Street, Subiaco WA 6008

Email: info@surefireresources.com.au

• 1. The Chairman will cast all available proxies in favour of the Resolution.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the Resolution stated above, then the following applies:
  • (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
  • (b) 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
  • (c) if the proxy is the Chairperson, the proxy must vote on a poll and must vote that way, and
  • (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.
• 1. If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.