THORNEY OPPORTUNITIES LTD — Proxy Solicitation & Information Statement 2017

Dec 19, 2017

THORNEY OPPORTUNITIES LTD ACN 080 167 264

ASX Announcement: 20 December 2017

ASX Code: TOP

THORNEY OPPORTUNITIES LTD NOTICE OF EXTRAORDINARY GENERAL MEETING AND PROXY FORM

On 23 November 2017 Thorney Opportunities Ltd (TOP or Company) announced a share placement to unrelated sophisticated investors (Placement), an additional placement to Alex Waislitz’s private Thorney Holdings Pty Ltd (Thorney Placement) and a Share Purchase Plan (SPP) to eligible shareholders. All new Shares are at an issue price of 72 cents per share.

The Company completed the Placement on 8 December 2017. The SPP booklet was sent to shareholders yesterday and closes on 7 February 2018.

An Extraordinary General Meeting (EGM) of Shareholders of TOP will be held at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne VIC 3000 on Thursday, 8 February 2018 at 12:00pm (Melbourne time).

The resolutions being put before Shareholders relate to the approvals sought in connection with the Placement and the Thorney Placement.

In accordance with ASX Listing Rule 3.17.1 please find attached a copy of the EGM Notice of Meeting and Proxy Form that has been sent to Thorney Opportunities Ltd shareholders today.

Please direct enquiries to: Craig Smith Company Secretary Email: craig.smith@thorney.com.au Telephone: + 61 3 9921 7116 Website: http://thorneyopportunities.com.au/

Level 39, 55 Collins Street, Melbourne Vic 3000 Telephone + 61 3 9921 7116 Facsimile + 61 3 9921 7100

THORNEY OPPORTUNITIES LTD

ACN 080 167 264

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting ( EGM ) of Thorney Opportunities Ltd ( TOP or the Company ) will be held at:

Venue: Arnold Bloch Leibler Level 21 333 Collins Street Melbourne VIC 3000 Date: Thursday, 8 February 2018 Time 12:00pm AEDT

AGENDA

Resolution 1 – Subsequent Approval of the Shares issued under the Placement

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval and ratification be given for the issue by the Company of 25,416,666 Shares issued to certain professional and sophisticated investors on 8 December 2017 under the Placement at the issue price of $ 0.72 per Share, and otherwise on the terms set out in the Explanatory Statement which accompanies and forms part of the Notice of Meeting.”

Resolution 2 – Approval of the issue of Shares to Thorney Holdings

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of up to 4,166,667 Shares in the Company at an issue price of $0.72 per Share to Thorney Holdings Proprietary Limited (ACN 006 262 835) (and/or its nominee(s)), and otherwise on the terms set out in the Explanatory Statement which accompanies and forms part of the Notice of Meeting.”

By Order of the Board

Craig Smith ACIS, CPA Company Secretary 20 December 2017

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

VOTING EXCLUSION STATEMENTS

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on:

• Resolution 1 by or on behalf of any person who participated in the issue the subject of Resolution 1 and any Associate of those persons.

• Resolution 2 by Thorney Holdings or any person who is to receive securities the subject of Resolution 2 and any Associate 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 EGM 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.

If you appoint the Chairman of the EGM as your proxy or the Chairman is appointed as your proxy by default, and you do not direct your proxy on how to vote on that resolution, you will be expressly authorising the Chairman of the EGM to exercise your proxy. Subject to any voting restrictions and exclusions, where the Chairman of the EGM is appointed as proxy, he intends to vote all undirected proxy votes in favour of all Resolutions.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

INFORMATION FOR SHAREHOLDERS ATTENDING AND VOTING AT THE EGM

A shareholder is eligible to vote at the EGM if they are registered as a holder of shares in TOP at 7.00 pm AEDT on Tuesday 6 February 2018.

A personalised proxy form accompanies this Notice of Extraordinary General Meeting.

If you attend the EGM, please bring your personalised proxy form with you. The proxy form will help you to register at the EGM. If you do not bring your proxy form with you, you will still be able to attend and vote at the EGM but representatives from Boardroom Pty Limited (the Share Registry ) will need to verify your identity.

Appointing proxies and powers of attorney

If you are entitled to vote at the EGM, you can appoint a proxy or attorney to attend and to vote on your behalf. A proxy or attorney does not need to be a shareholder in TOP and may be an individual or a body corporate.

If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each proxy or attorney is appointed to exercise. If no proportion or number is specified, each proxy or attorney may exercise half of your votes. If you wish to appoint two proxies, please contact the Share Registry on 1300 737 760 (within Australia) or + 612 9290 9600 (outside Australia) to request a second proxy form.

Voting by proxies

Under the Corporations Act, if the proxy form directs the proxy how to vote on a particular resolution:

• the proxy does not need to vote on a show of hands but if the proxy does vote on a show of hands, the proxy must vote as directed (subject to any voting exclusions);

• if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

• a proxy who is not the Chairman of the EGM does not need to vote on a poll but if the proxy does vote on a poll, the proxy must vote as directed (subject to any applicable voting restrictions); and

• if the proxy is the Chairman of the EGM, the proxy must vote on a poll and must vote as directed.

Default to the Chairman of the EGM

If:

• a poll has been called on a resolution; and

• a shareholder has appointed a proxy other than the Chairman of the EGM and the appointment of the proxy directs the proxy how to vote on the resolution; and

• the shareholder’s proxy either:

• does not attend the EGM; or

• attends the EGM but does not vote on the resolution,

then the Chairman of the EGM will, before voting on the resolution closes, be taken to have been appointed as the proxy for that shareholder for the purposes of voting on that resolution.

In these circumstances, the Chairman of the EGM must vote in accordance with the written direction of that shareholder.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

INFORMATION FOR SHAREHOLDERS ATTENDING AND VOTING AT THE EGM continued

Lodging your proxy form

Your completed proxy form must be received by the Share Registry no later than 12:00pm AEDT on Tuesday 6 February 2018. You can lodge your completed proxy form with the Share Registry in person, by post or by fax:

In person:

Boardroom Pty Limited Level 12 224 George Street Sydney, NSW 2000

By post:

Thorney Opportunities Ltd c/- Boardroom Pty Limited GPO Box 3993 Sydney, NSW 2001

By fax:

Boardroom Pty Limited 1300 653 459 (within Australia) +61 2 9290 9655 (outside Australia)

Online: www.votingonline.com.au/ThorneyEGM2018

Powers of attorney

If you have appointed an attorney to attend and vote at the EGM, or if your proxy form is signed by an attorney, you must provide the power of attorney (or a certified copy of the power of attorney) to the Share Registry before 12:00pm AEDT on Tuesday 8 February 2018, unless this document has previously been lodged with the Share Registry.

Corporate representatives

A corporate shareholder may appoint a person to act as its representative. The representative must bring a properly executed letter or other document, such as an “Appointment of Corporate Representative” confirming that they are authorised to act as a corporate representative at the EGM.

Shareholders can obtain an “Appointment of Corporate Representative” by calling 1300 737 760 within Australia or +61 2 9290 9600 outside Australia between 9.00am and 5.00pm AEDT.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

EXPLANATORY NOTES

Resolution 1 – Subsequent approval of the Shares issued under the Placement

Background

On 7 December 2017, the Company made a placement of 25,416,666 Shares to certain unrelated professional and sophisticated investors at an issue price of $0.72 for each Share to raise approximately $18.3 million ( Placement ). The issue price represents a 0.6% premium to the Company’s NTA as at 30 June 2017 and the issue price represents a 1.4% premium to the Company’s 30-day volume weighted average Share price prior to the announcement of the Placement.

The Placement was made without Shareholder approval under the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1.

Under this resolution ( Resolution 1 ) the Company is seeking the approval of Shareholders, for the purposes of ASX Listing Rule 7.4

What is the effect of ASX Listing Rules 7.1 and 7.4?

In general terms, ASX Listing Rule 7.1 imposes a 15% cap on the number of shares that can be issued by the Company, without approval of shareholders or ASX waiver, in any 12 month period ( 15% limit ). However, the Company is permitted to issue shares (or other securities) in excess of the 15% limit if the issue is approved by Shareholders.

Pursuant to ASX Listing Rule 7.4, Shareholder approval can be obtained for an issue of securities after the event for the purposes of ASX Listing Rule 7.1. This has the effect of ‘refreshing’ the Company’s ability to issue securities within the 15% limit without requiring Shareholder approval.

Why is the Company seeking approval for the prior issue of Shares under the Placement?

The purpose of Resolution 1 is for Shareholders to subsequently approve, pursuant to ASX Listing Rule 7.4, the issue of all of the Shares under the Placement to restore the Company’s ability to issue further securities within the 15% limit under ASX Listing Rule 7.1 during the next 12 months.

The effect of the proposed approval by Shareholders of Resolution 1 would be that the Shares issued under the Placement will not count towards the Company’s 15% limit.

The Directors consider that it is appropriate and prudent for approval to be sought in respect of all Shares issued under the Placement, as this approval (under Resolution 1) will enhance the Company’s flexibility to raise further equity capital, should the Directors consider that it is in the best interests of the Company to do so.

If Shareholders do not approve Resolution 1, the prior issue of the Shares under the Placement will be included in the Company’s 15% limit.

The Company confirms that the issues of the Shares under the Placement did not breach ASX Listing Rule 7.1.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

EXPLANATORY NOTES (continued)

Resolution 1 – Subsequent approval of the Shares issued under the Placement continued

Information required by ASX Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, Shareholders are provided the following information:

1. In respect of Resolution 1 concerning the issue of the Shares under the Placement:

The number of securities issued	25,416,666 Shares
The price at which the securities were issued	$0.72 per Share
The date on which the shares were issued	8 December 2017
The terms of the securities	Fully paid ordinary shares in the capital of the Company which ranked, from the date of their issue, equally with all existing issued Shares
The names of the persons to whom the securities were issued	Certain unrelated professional and sophisticated investors nominated by the Company in consultation with Bell Potter Securities Limited,who acted as lead manager for the Placement
The intended use of the funds raised	The funds raised have been added to the Company’s existing cash and are available to be deployed to pursue investments, as well as to meet general working capital requirements and expenses (including expenses associated with and incidental to the Placement)

A voting exclusion statement is included in the Notice of Meeting.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

EXPLANATORY NOTES (continued)

Resolution 2 – Approval of the issue of Shares to Thorney Holdings

Background

Resolution 2 seeks Shareholder approval to issue Shares to Thorney Holdings Proprietary Limited (and/or its nominee(s)), a related party of the Company, for up to 4,166,667 Shares at an issue price of $0.72 per Share ( Thorney Placement ). The Shares under the Thorney Placement are to be issued on the same terms and conditions as the Placement.

Thorney Holdings currently has an interest in 52,563,742 of the Company’s shares, being approximately 26.92% of the Company’s issued capital (following the Placement and before the Thorney Placement). Thorney Holdings has committed to subscribe for Shares equivalent to approximately $3.0 million, based on $0.72 per share.

On 23 November 2017 the Company announced to ASX that it would undertake a share purchase plan ( SPP ) to eligible shareholders to raise up to a maximum of $3,000,000 (issuing a theoretical maximum of 44,665,952 Shares). Note that the Company reserves the right to raise more than $3,000,000 under the SPP. The SPP offer booklet was circulated to shareholders on 19 December 2017.

Subject to Shareholder take-up of the SPP, Thorney Holdings’ percentage in the issued capital of the Company after the Thorney Placement and the SPP have both concluded is expected to be between 27.86% and 28.45%. This is based on the SPP raising between $0 and $3,000,000. Note the Company reserves the right to raise more than $3,000,000 under the SPP, so the final percentage of the issued capital to be held by Thorney Holdings after the Thorney Placement and the SPP have both concluded could be different.

Requirement of Shareholder approval - ASX Listing Rule 10.11

ASX 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 of the Company. A related party includes a Director of the Company and an entity controlled by a Director of the Company. Thorney Holdings is a related party of the Company because it is controlled by Mr Alex Waislitz (a Director of the Company).

If shareholder approval is obtained under ASX Listing Rule 10.11, shareholder approval is not also required under ASX Listing Rule 7.1 for the same issue of securities.

If Resolution 2 is approved by Shareholders:

• Thorney Holdings (and/or its nominee(s)) will be entitled to be issued up to 4,166,667 Shares in the Company; and

• the Shares issued to Thorney Holdings will not count towards the Company’s 15% limit under ASX Listing Rule 7.1.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

EXPLANATORY NOTES (continued)

Resolution 2 – Approval of the issue of Shares to Thorney Holdings continued

Information required by ASX Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, Shareholders are provided the following information:

The name of the allottee	Thorney Holdings (and/or its nominee(s))
The maximum number of securities to be issued	up to 4,166,667 Shares
The date by which the securities will be issued	The Company expects to issue the Shares to Thorney Holdings on 11 February 2018 and, in any event, no later than 1 month after the date of the EGM
The issue price at which the securities will be issued	$0.72 per Share
The terms of the securities	Fully paid ordinary shares in the capital of the Company which will rank, from the date of their issue, equally with all existing issued Shares
Intended use of funds raised	The funds to be raised will be added to the Company’s existing cash and will be available to be deployed to pursue investments, as well as to meet general working capital requirements and expenses (including expenses associated with and incidental to the Thorney Placement)

A voting exclusion statement is included in the Notice of Meeting.

Corporations Act

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the company’s members. Section 228 of the Corporations Act defines a “related party” for the purposes of Chapter 2E to include:

• a director of the public company; and

• an entity controlled by a director of the public company.

Thorney Holdings is a related party of the Company for the purposes of Chapter 2E of the Corporations Act because it is controlled by Mr Alex Waislitz (a Director of the Company).

A “financial benefit” is defined in section 229 of the Corporations Act and includes issuing shares to a related party.

Section 210 of the Corporations Act provides an exception to the requirement to obtain shareholder approval for giving a financial benefit to a related party, where the financial benefit is on terms which would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length.

Thorney Holdings will subscribe for the Shares the subject of this Resolution 2 and participate on the same terms and conditions as those Shares placed by the Company under the Placement. Therefore, the Company considers that the proposed placement to Thorney Holdings and the Company’s issue of Shares to Thorney Holdings falls within the arm’s length exception set out in section 210 of the Corporations Act.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

EXPLANATORY NOTES (continued)

Resolution 2 – Approval of the issue of Shares to Thorney Holdings continued

Recommendation

The Directors, except for Mr Alex Waislitz who has an interest in this Resolution 2, unanimously recommend that Shareholders vote in favour of Resolution 2.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

GLOSSARY

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

" $ " means Australian dollars;

"Associate" has the same meaning as defined in section 11 and sections 13 to 17 of the Corporations Act;

• " ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

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

• " Board " means the current board of Directors of the Company;

• " Company " means Thorney Opportunities Ltd ACN 080 167 264;

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

• " Directors " mean the current directors of the Company;

" EGM " means the Extraordinary General Meeting of Shareholders to be held at Arnold Bloch Leibler, Level 21, 333 Collins Street Melbourne VIC 3000 on 8 February 2018 at 12:00pm (AEDT);

• " Explanatory Statement " means the explanatory statement accompanying this Notice of Meeting;

" Notice of Meeting " means this notice of extraordinary general meeting, including the Explanatory Statement and the Proxy Form;

" Placement " means the issue of 25,416,666 Shares on 8 December 2017 to certain professional and sophisticated investors at an issue price of $0.72 per Share;

" Proxy Form " means the proxy form attached to this Notice of Meeting;

• " Resolutions " means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires;

• " Share " means a fully paid ordinary share in the capital of the Company;

• " Shareholder " means a holder of a Share;

• “ SPP ” means the Company’s Share Purchase Plan as announced to ASX on 23 November 2017;

• " Thorney Holdings " means Thorney Holdings Proprietary Limited (ACN 006 262 835); and

• " Thorney Placement " means the issue of up to 4,166,667 Shares to Thorney Holdings at an issue price of $0.72 per Share to raise approximately $3 million.

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Thorney Opportunities Ltd Notice of Extraordinary General Meeting

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 12:00pm AEDT on Tuesday, 6 February 2018.

 TO VOTE ONLINE BY SMARTPHONE

STEP 1: VISIT www.votingonline.com.au/ThorneyEGM2018 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): . Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 12:00pm AEDT on Tuesday, 6 February 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online www.votingonline.com.au/ThorneyEGM2018  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Thorney Opportunities Ltd

ACN 080 167 264

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Thorney Opportunities Ltd (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at Arnold Bloch Leibler Level 21, 333 Collins Street Melbourne VIC 3000 on Thursday, 8 February, 2018 at 12:00pm AEDT and at any adjournment of that meeting, to act 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.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Subsequent Approval of the Shares issued under the Placement Resolution 2 Approval of the issue of Shares to Thorney Holdings

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 20