TRITON MINERALS LTD

TRITON MINERALS LIMITED ACN 126 042 215

NOTICE OF GENERAL MEETING

TIME : 10:30am (WST) DATE : Wednesday, 20 August 2014 PLACE : 8 Ord Street West Perth, WA 6005

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 6489 2555.

CONTENTS PAGE

CONTENTS PAGE
Notice of General Meeting (setting out the proposed Resolutions)	3 - 9
Explanatory Statement (explaining the proposed Resolutions)	10 - 36
Glossary	37 - 38
Schedule 1 – Summary of Employee Share Plan	39
Schedule 2 – Summary of Employee Performance Rights Plan	40 - 41
Schedule 3 – Valuation of Plan Performance Rights	42
Schedule 4 – Summary of Employee Options Plan	43 - 45
Schedule 5 – General Terms and Conditions of Unlisted Options	46 - 47
Proxy Form	49 - 50

TI ME AN D P LA CE OF ME E TING AN D HOW TO VOTE

VENUE

The General Meeting of the Shareholders of the Company to which this Notice of Meeting relates will be held at 10:30am (WST) on Wednesday, 20 August 2014 at:

The Celtic Club, Perth

8 Ord Street,

West Perth, Western Australia 6005

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

(a) by post to Triton Minerals Limited, P.O. Box 1518, West Perth, WA 6872; or

(b) by facsimile to the Company on facsimile number (08) 9388 1252,

so that it is received not later than 10:30am(WST) on Monday, 18 August 2014.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of the Company will be held at 10.30am (WST) on Wednesday, 20 August 2014 at the Celtic Club, Perth - 8 Ord Street, West Perth, Western Australia 6005.

The Explanatory Statement to this Notice of General Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to the Company’s Constitution and the Corporations Act that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on Monday, 18 August 2014.

AGENDA

RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES - PLACEMENT 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 that the Company approves and ratifies the prior issue of 5,288,032 ordinary fully paid shares at an issue price of $0.11 as specified in, and on such terms and conditions referred to in, the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolution 1, if:

(a) 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
(b) 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 OF PRIOR ISSUE OF ORDINARY SHARES – PLACEMENT 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 that the Company approves and ratifies the prior issue of 3,341,191 ordinary fully paid shares at an issue price of $0.11 as specified in, and on such terms and conditions referred to in, the accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolution 2, if:

(a) 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
(b) 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 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – EMPLOYEES & CONSULTANTS

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 that the Company approves and ratifies the prior issue of 950,000 ordinary fully paid shares to employees and consultants as specified in, and on such terms and conditions referred to in, the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolution 3, if:

(a) 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
(b) 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 4 – ADOPTION OF NEW EMPLOYEE SHARE PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Company to:

(a) establish and maintain the New Employee Share Plan on the terms and conditions summarised in the accompanying Explanatory Statement; and
(b) grant Shares from time to time under the New Employee Share Plan.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and an associate of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company).

However, the Company need not disregard a vote on Resolution 4, if:

(a) 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
(b) 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 EMPLOYEE PERFORMANCE RIGHTS PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Company to:

(a) revoke the obsolete Performance Rights Plan and replace it with the New Employee Performance Rights Plan;
(b) establish and maintain the New Employee Performance Rights Plan on the terms and conditions summarised in the accompanying Explanatory Statement; and
(c) grant Performance Rights from time to time under the New Employee Performance Rights Plan and issue of Shares on the vesting of those Performance Rights which have been issued under the New Employee Performance Rights Plan.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 5 by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and an associate of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company).

However, the Company need not disregard a vote on Resolution 5, if:

(a) 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
(b) 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 6 – ADOPTION OF NEW EMPLOYEE OPTION PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Company to:

(a) revoke the obsolete Employee Option Plan and replace it with the New Employee Option Plan;
(b) establish and maintain the New Employee Option Plan on the terms and conditions summarised in the accompanying Explanatory Statement; and
(c) grant Options from time to time under the New Employee Option Plan and issue of Shares on the exercise of those Options which have been issued under the New Employee Option Plan.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 6 by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and an associate of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company).

However, the Company need not disregard a vote on Resolution 6, if:

(a) 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
(b) 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 7 – APPROVAL OF PROPOSED ISSUE OF ORDINARY SHARES TO RELATED PARTY – MR BRADLEY BOYLE

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

“That, for the purposes of chapter 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes that the Company approves the issue of 3,000,000 ordinary fully paid Shares for no consideration, to Mr Bradley Boyle or his nominee and on such terms and conditions referred to in, the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 7 by Mr Boyle or his nominee and by any associate of Mr Boyle or his nominee.

However, the Company need not disregard a vote on Resolution 7, if:

(a) 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
(b) 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 8 – APPROVAL OF PROPOSED ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR PURSUANT TO NEW EMPLOYEE PERFORMANCE RIGHTS PLAN – MR BRADLEY BOYLE

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

“That, subject to the passing of Resolution 5, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to issue 3,000,000 Plan Performance Rights to Mr Bradley Boyle (or his nominee) under the New Employee Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8 by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and an associate of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company).

However, the Company need not disregard a vote on Resolution 8, if:

(a) 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
(b) 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 9 – APPROVAL OF PROPOSED ISSUE OF ORDINARY SHARES TO RELATED PARTY – MR ALFRED GILLMAN

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

“That, for the purposes of chapter 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes that the Company approves the issue of 2,000,000 ordinary fully paid Shares for no consideration, to Mr Alfred Gillman or his nominee and on such terms and conditions referred to in, the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 9 by Mr Gillman or his nominee and by any associate of Mr Gillman or his nominee.

However, the Company need not disregard a vote on Resolution 9, if:

(a) 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
(b) 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 10 – APPROVAL OF PROPOSED ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR PURSUANT TO NEW EMPLOYEE PERFORMANCE RIGHTS PLAN – MR ALFRED GILLMAN

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

“That, subject to the passing of Resolution 5, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to issue 3,000,000 Plan Performance Rights to Mr Alfred Gillman (or his nominee) under the New Employee Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 10 by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and an associate of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company).

However, the Company need not disregard a vote on Resolution 10, if:

(a) 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
(b) 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 11 – APPROVAL OF PROPOSED ISSUE OF ORDINARY SHARES TO RELATED PARTY – MR ALAN JENKS

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

“That, for the purposes of chapter 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes that the Company approves the issue of 1,000,000 ordinary fully paid Shares for no consideration, to Mr Alan Jenks or his nominee and on such terms and conditions referred to in, the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 11 by Mr Jenks or his nominee and by any associate of Mr Jenks or his nominee.

However, the Company need not disregard a vote on Resolution 11, if:

(a) 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
(b) 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 12 – APPROVAL OF PROPOSED ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR PURSUANT TO NEW EMPLOYEE PERFORMANCE RIGHTS PLAN – MR ALAN JENKS

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

“That, subject to the passing of Resolution 5, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to issue 3,000,000 Plan Performance Rights to Mr Alan Jenks (or his nominee) under the New Employee Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 12 by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and an associate of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company).

However, the Company need not disregard a vote on Resolution 12, if:

(a) 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
(b) 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 13 – APPROVAL PURSUANT TO SECTION 195

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, approval is given for the Directors to complete the transactions contemplated in this Notice of General Meeting and the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 13 by a Director and by any associate of a Director.

However, the Company need not disregard a vote on Resolution 13, if:

(a) 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
(b) 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 14 – ADOPTION OF NEW CONSTITUTION

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

special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Company to repeal its current Constitution and replace it with a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

DATED: 24 June 2014

BY ORDER OF THE BOARD

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TRITON MINERALS LIMITED MR MICHAEL BRADY COMPANY SECRETARY

E X P L A N A TO R Y S T A TE M E N T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at The Celtic Club, Perth 8 Ord Street, West Perth, Western Australia at 10.30am (WST) on Wednesday, 20 August 2014.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions specified in the Notice of Meeting.

Voting Exclusion Statement:

Where a voting exclusion applies, 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 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – PLACEMENT 1

Resolution 1 is in respect of the issue of 5,288,032 ordinary fully paid Shares.

On 30 April 2014, the Company issued 5,288,032 Shares to sophisticated and institutional investors in Australia and internationally, at an issue price of $0.11 to raise $581,684. This issue is a partial allocation of a placement to raise a total of approximately $4 million as announced on 18 March 2014. Funds raised from the placement are being used to fund the next phase of the drilling and exploration programs on the key graphite Balama North project in Mozambique

The 5,288,032 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

However ASX Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1 provided the issue did not breach ASX Listing Rule 7.1 and shareholders subsequently approve the issue.

Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to approve the prior issue so that the Company retains its capacity to issue up to a full 15% of its issued capital, if required, in the next twelve (12) months without shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(i) the total number of ordinary fully paid shares issued is 5,288,032;
(ii) the issue price of the ordinary shares is an issue price $0.11 per share;
(iii) the ordinary fully paid shares issued rank equally with the Company’s existing ordinary shares on issue;
(iv) the Shares were issued to sophisticated and institutional investors in Australia and internationally, who are not a related party to the Company;

(v) the funds raised from this issue were used for the exploration and development of the Balama North project and general working capital requirements;
(vi) no related parties participated in the above equity security issues; and
(vii) the issue of the above equity securities when made did not breach Listing Rule 7.1.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary shares.

A voting exclusion statement has been included with Resolution 1.

RESOLUTION 2 –APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – PLACEMENT 2

Resolution 2 is in respect of the issue of 3,341,191 ordinary fully paid Shares.

On 21 May 2014, the Company issued 3,341,191 Shares to sophisticated and institutional investors in Australia and internationally, at an issue price of $0.11 to raise $367,531. This issue is a partial allocation of a placement to raise a total of approximately $4 million as announced on 18 March 2014. Funds raised from the placement are being used to fund the next phase of the drilling and exploration programs on the key graphite Balama North project in Mozambique

The 3,341,191 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(i) the total number of ordinary fully paid shares issued is 3,341,191;
(ii) the issue price of the ordinary shares is an issue price $0.11 per share;
(iii) the ordinary fully paid shares issued rank equally with the Company’s existing ordinary shares on issue;
(iv) the Shares were issued to sophisticated and institutional investors in Australia and internationally, who are not a related party to the Company;
(v) the funds raised from this issue were used for the exploration and development of the Balama North project and general working capital requirements;
(vi) no related parties participated in the above equity security issues; and
(vii) the issue of the above equity securities when made did not breach Listing Rule 7.1.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary shares.

A voting exclusion statement has been included with Resolution 2.

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – EMPLOYEES & CONSULTANTS

On 4 June 2014 the Company announced the issue of 950,000 Shares to employees and consultants for services provided to the Company during the past 12 months.

Resolution 3 is an ordinary resolution under which Shareholder approval is now sought to ratify the Shares previously issued for these services.

The Company has issued 950,000 Shares to employees and consultants in order to preserve its cash resources and to recognize and retain the services of valued employees and consultants during current challenging economic conditions. Accordingly, no funds were raised from the issue.

The Shares began trading on 5 June 2014.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(i) the total number of ordinary fully paid shares issued is 950,000;
(ii) the issue price of the ordinary shares is an issue price of nil per share;
(iii) the ordinary fully paid shares issued rank equally with the Company’s existing ordinary Shares on issue;
(iv) the Shares were issued to employees and consultants of the Company for nil consideration, who are not a related party to the Company. Accordingly, no funds were raised from the issue; and
(v) the issue of the above equity securities when made do not breach Listing Rule 7.1.

The Board, unanimously recommends that members vote in favour to approve the prior issue of the ordinary Shares to employees and consultants.

A voting exclusion statement has been included with Resolution 3.

RESOLUTION 4, 5 & 6 – APPROVAL OF EMPLOYEE INCENTIVE SCHEME

(A) Background

Due to the Company’s advancing exploration development, corporate growth and increasing number of executives, employees and consultants, the Board has conducted a detailed evaluation of the alternatives available to attract, retain and incentivise and reward its personnel.

Whilst the Board wishes to adopt a more equitable, and market based, incentive scheme which acknowledges the need to adequately incentivise and remunerate staff, the Company wishes to invest the vast majority of its cash reserves in exploration and project development efforts.

Equity based incentives therefore provide a viable means of recognising and rewarding performance. The key foundations of the equity incentive program are the Company’s Employee Incentive Scheme, which consists of the:

(a) New Employee Share Plan;
(b) New Employee Performance Rights Plan; and
(c) New Employee Option Plan.

Each New Plan is a component of an integrated strategy regarding the use of equity as part of the Company’s overall remuneration policy.

The New Plans are collectively designed to:

(a) align employee incentives with shareholder interests;
(b) encourage broad-based share ownership by employees; and
(c) assist employee attraction and retention.

The Directors of the Company seek authorisation to issue securities under the New Plans in accordance with Listing Rule 7.2, Exception 9(b).

ASX Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a twelve (12) month period, excluding any issue of shares approved by shareholders. An exception to ASX Listing Rule 7.1, is Exception 9(b), which applies where there is an issue of securities under an employee incentive scheme if, within three years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1.

The Board has the power to establish and to generally issue options, shares or performance rights under the New Plans. The Board considers it prudent to seek shareholder approval so that such issues will not be taken into account for the purposes of the 15% limit under Listing Rule 7.1. The Board considers it desirable to maintain this flexibility to access capital through subsequent issues as required.

The Company’s Employee Option Plan and Performance Rights Plan were adopted on 16 February 2010 and originally approved by Shareholders on 17 May 2010. Neither, the Employee Option Plan or the Performance Rights Plan has been re-approved by Shareholders. Accordingly, approval for the Employee Option Plan and Performance Rights Plan would be required for the purposes of Listing Rule 7.1.

Upon an extensive review conducted by the Board, it has been decided to revoke the current Performance Rights Plan and Employee Options Plan and replace them by adopting the New

Employee Share Plan, New Employee Performance Rights Plan, and New Employee Option Plan. Pursuant to the Employee Option Plan and Performance Rights Plan that were adopted on 16 February 2010, the Company is allowed to adopt, amend, repeal or revoke the Performance Rights Plan and Employee Options Plan.

The current Performance Rights Plan and Employee Option Plan are outdated and not fit for purpose or current market practices to allow the flexibility the Board requires to align with a more equitable, and market based, incentive scheme for the Company.

Under the New Employee Share Plan, New Employee Performance Rights Plan, and New Employee Option Plan and pursuant to the ASX Listing Rules, shareholder approval will be required in relation to offer or issues of securities to Directors and details of such offers will be required to be disclosed.

(B) Administration of the New Plans

The New Plans are administered by the Board. The Board determines which directors, executives, employees or consultants will be offered the opportunity to participate in the New Plans and the terms of those offers. Exempt offers will include offers made to ‘Senior Managers’ within the meaning of section 708(12) of the Corporations Act. In accordance with ASIC Class Order 03/184, the maximum number of Shares issued under all of the New Plans in a rolling 5 year period and the number of unexercised options on issue under the Employee Option Plan, must not (unless otherwise exempt) be more than 5% of the Company’s issued share capital. For example, if there were a total of 250 million shares on issue, no more than 12.5 million of those shares can be issued under these types of share plans.

(C) Terms of the New Plans and Information required by the ASX Listing Rules

A summary of the New Employee Share Plan is set out in Schedule 1. No Plan Shares have been issued under the New Employee Share Plan as at the date of this Notice.

A summary of the New Employee Performance Rights Plan is set out in Schedule 2. No Plan Performance Rights have been issued under the New Employee Performance Rights Plan as at the date of this Notice, however, the Company during the month of July sent out New Employee Performance Rights Plan offer letters to employees for a total of 1,700,00 Performance Rights under the New Employee Performance Rights Plan. In addition, subject to Shareholders passing Resolutions 8, 10 and 12 the Company will issue 9,000,000 Performance Rights to Directors, namely: Mr Bradley Boyle, Mr Alfred Gillman and Mr Alan Jenks.

A summary of the New Employee Option Plan is set out in Schedule 4. No Plan Options have been issued under the New Options Plan as at the date of this Notice.

A full copy of the each of the New Plans is available for inspection at the Company’s registered office until the date of the Meeting.

(D) Requirement for Shareholder Approval

Resolutions 4, 5 and 6 seek Shareholder approval under exception 9(b) of ASX Listing Rule 7.2 to allow the issue of:

(a) Plan Shares;

(b) Plan Performance Rights; and

as an exception to ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Exception 9(b) of ASX Listing Rule 7.2 provides that a company may make an issue of securities under an employee incentive scheme (such as the New Plans) if, within three years before the date of issue, holders of ordinary securities in the company have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. If Resolutions 4, 5 and 6 are passed, the Company will have the ability to issue Plan Securities to eligible participants under the New Plans over a period of three years without impacting on the Company’s 15% placement capacity under ASX Listing Rule 7.1.

(E) Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the Resolutions 4, 5 and 6.

RESOLUTION 7 – APPROVAL OF PROPOSED ISSUE OF ORDINARY SHARES TO RELATED PARTY – MR BRADLEY BOYLE

(A) General

As part of a remuneration and past work recognition review undertaken by the Board on 29 May 2014, the Company has agreed, to issue a total of 3,000,000 Shares to Mr Bradley Boyle on the terms and conditions set out below. The Company’s share price at the date of the review was trading at and around $0.135.

Based upon that review and subject to Shareholder approval, Mr Boyle will be issued 3,000,000 Shares in recognition of a number of significant achievements attained by the Company over the previous 3 years, including:

Successful transition of the Company from a gold focused explorer into a diversified minerals exploration and development company.
Identification, negotiation and acquisition of the Mozambique graphite assets;
Successful re-negotiation and implementation of favourable new joint venture terms with Grafex Ltd
Implementation of successful exploration programs at the Balama North and Ancuabe projects
The announcement of an Inferred resource at the Cobra Plains deposit;
Significantly progressed the Mozambique graphite assets in short time period;
Significantly increasing the value of the Company in the previous 12 months;
Completing numerous successful capital raisings;
Securing a more stable investor base; and
Securing key management personnel.

Further, during the past 12 months, the Company’s share price and financial levels either met or exceeded the Board’s expectation, as has exploration success at the Company’s Nicanda Hill Project. Aside from Mr Boyle’s base salary, these achievements have not otherwise been reflected in Mr Boyle’s remuneration. Upon extensive review of the Company’s achievements to date, the Board considers that the intrinsic link between Mr Boyle’s efforts and Mr Boyle’s base salary are not commensurate with the attainment of reaching those achievements. Accordingly,

the Board recommends that the 3,000,000 Shares be issued to Mr Boyle in recognition of his efforts to date and to better reflect the contribution Mr Boyle has made to the Company.

(B) Chapter 2E 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, 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.

The grant of Shares to Mr Boyle requires the Company to obtain Shareholder approval in accordance with Chapter 2E of the Corporations Act, because the grant of Shares constitutes giving a financial benefit and as a Director, Mr Boyle, is related party of the Company.

It is the view of the Board (other than Mr Boyle who has a material personal interest in the Resolution) that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares to Mr Boyle.

(C) 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 Shares to Mr Boyle 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. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Shares to Mr Boyle as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Shares to Mr Boyle will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

(D) Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Shares:

(a) the related party is Mr Bradley Boyle and he is a related party by virtue of being a Director;
(b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Mr Boyle is 3,000,000 Shares;
(c) the Shares will be granted to Mr Boyle no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;

(d) the Shares will be issued for nil cash consideration, accordingly no funds will be raised;
(e) the Shares 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;
(f) the issue price of the Shares is an issue price of nil per Share. The value of the Shares calculated as the 5 day VWAP on 23 June 2014 at a price of $0.408 per Share is $1,224,206;
(g) no loan will be provided in respect of the issue of the Shares as they are being issued to Mr Boyle in consideration for services provided to the Company;
(h) the relevant interests of Mr Boyle in securities of the Company is set out below:

Related Party	Shares	Performance Rights	Options(i)
Mr BradleyBoyle	913,038	Nil(ii)	1,900,000

(i) 1,900,000 unlisted options, exercisable at $0.10, expiry 18 June 2015
(ii) As at the date of this Notice, however, subject to Shareholder approval Mr Boyle will be issued with 3,000,000 Performance Rights in accordance with this Notice and Explanatory Statement.
(i) the remuneration and emoluments from the Company to Mr Boyle for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	2014 Financial Year	2013 Financial Year
Mr Bradley Boyle
Salary	$275,000	$262,500
Short term cash payments (bonus)	Nil	Nil
Superannuation	$25,781	$23,969
Shares (noncash)	$1,224,206 (i)	Nil
Options (noncash)	Nil	$73,694

(i) The valuation of $1,224,206 for Shares is the subject of this Resolution and is subject to Shareholder approval. The Shares have not been issued and Mr Boyle has not yet received this benefit.

(j) if the Shares are issued to Mr Boyle, the number of Shares on issue will increase from 267,680,722 to 270,680,722 (assuming that no other options are exercised, no Performance Rights are vested and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting	Shares to be issued	Dilutionary Effect upon issue of Shares
Mr Bradley Boyle	267,680,722	3,000,000	1.1%

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

	Price	Date
Highest	44.5 cents	23 June 2014
Lowest	4.3 cents	11October 2013
Last	40.5 cents	24June2014

(l) the primary purpose of the issue of the Shares to Mr Boyle is to provide remuneration to Mr Boyle for his commitment and contribution to the Company in his role as Managing

Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed.

(m) Mr Bradley Boyle declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution.
(n) Mr Alfred Gillman recommends that Shareholders vote in favour of Resolution 7 on the basis that the Shares provide effective consideration to Mr Boyle for his ongoing commitment and past and future contribution to the Company as the Managing Director of the Company, the Shares are an appropriate form of incentive and remuneration to maximise returns to Shareholders and the terms of the proposed issue of Shares to Mr Boyle are reasonable to the Company.
(o) Mr Alan Jenks recommends that Shareholders vote in favour of Resolution 7 on the basis that the Shares provide effective consideration to Mr Boyle for his ongoing commitment and past and future contribution to the Company as the Managing Director of the Company, the Shares are an appropriate form of incentive and remuneration to maximise returns to Shareholders and the terms of the proposed issue of Shares to Mr Boyle are reasonable to the Company.
(p) The Board (other than Mr Boyle) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

RESOLUTION 8 – APPROVAL OF PROPOSED ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR PURSUANT TO NEW EMPLOYEE PERFORMANCE RIGHTS PLAN – MR BRADLEY BOYLE

(A) General

As part of a remuneration and past work recognition review undertaken by the Board on 29 May 2014, the Company has agreed, to issue a total of 3,000,000 Plan Performance Rights to Mr Bradley Boyle on the terms and conditions set out below. The Company’s share price at the date of the review was trading at and around $0.135.

Based upon that review the Company has agreed, subject to the passing of Resolution 5, to issue a total of 3,000,000 Plan Performance Rights to Mr Bradley Boyle (or his nominee) pursuant to the Company’s New Employee Performance Rights Plan and on the terms and conditions set out below.

(B) Related Party Transaction

The Plan Performance Rights are to be issued to Mr Boyle (or his nominee to provide further incentive to perform and secure the ongoing commitment of Mr Boyle to the continued growth of the Company. 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.

The issue of Plan Performance Rights to an eligible participant under the New Employee Performance Rights Plan requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit and Mr Boyle is a related party of the Company by virtue of being a Director.

(C) ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that a company must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities of the acquisition:

(a) a director of the company;
(b) an associate of a director; or
(c) a person whose relationship with the company or a person referred to in (a) or (b) above is, in ASX’s opinion, such that approval should be obtained.

If Resolution 8 is passed, Plan Performance Rights will be issued to Mr Boyle, a Director of the Company. Therefore, the Company requires Shareholder approval to issue the Plan Performance Rights to Mr Boyle (or his nominee).

It is the view of the Board that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Plan Performance Rights to Mr Boyle.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Plan Performance Rights as approval is being obtained under ASX Listing Rule 10.14 and Exception 9(b) of ASX Listing Rule 7.2. The issue of Plan Performance Rights to Mr Boyle will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

(D) Technical information required by Chapter 2E of the Corporations Act and Listing Rules 10.15

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of Performance Rights:

(a) the related party is Mr Bradley Boyle and he is a related party by virtue of being a Director of the Company;
(b) the maximum number of Plan Performance Rights (being the nature of the financial benefit being provided) to be granted to Mr Boyle is 3,000,000 Plan Performance Rights;
(c) the Plan Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the achievement of the specified performance criteria;
(d) no other Plan Performance Rights have previously been issued to any persons referred to in ASX Listing Rule 10.14;
(e) any executive, senior manager or senior employee of the Company who is employed on a full time or part time basis (including directors Mr Bradley Boyle, Mr Alfred Gillman and Mr Alan Jenks or company secretary of the Company) of the Company, who is determined by the Board to be eligible to receive grants of Plan Performance Rights under the New Employee Performance Rights Plan. As at the date of this Notice of Meeting, Mr Bradley Boyle is eligible to participate in the New Employee Performance Rights Plan;
(f) the Performance Rights will vest three years after grant (minimum vesting period). The number of Performance Rights that will vest will be dependent upon the following:

(i) if an announcement is made to the market by the Company confirming a minimum of an Inferred Resource or higher at the Balama North project of at least 0.5b tonnes of graphite – 1,000,000 Plan Performance Rights will vest, upon satisfaction of the minimum vesting period;
(ii) An announcement is made to the market by the Company confirming that a pre– feasibility or other feasibility study will be undertaken within the Balama North project – 2,000,000 Plan Performance Rights will vest, upon satisfaction of the minimum vesting period;
- (collectively the Vesting Conditions ) and
(iii) the Plan Performance Rights will otherwise be issued on the terms and conditions of the New Employee Performance Rights Plan as set out in Schedule 2;
(g) no loan has or will be provided to Mr Boyle in relation to the issue of the Plan Performance Rights;
(h) the Plan Performance Rights will be issued to Mr Boyle no later than 12 months after the date of this General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Plan Performance Rights will be issued on one date;
(i) in determining the number of Plan Performance Rights to be issued to Mr Boyle, consideration was given to the relevant experience and role of Mr Boyle, his overall remuneration terms, and the terms of share packages granted to directors of similar companies;
(j) the value of the Plan Performance Rights, being the financial benefit being given to Mr Boyle, and the pricing methodology is set out in Schedule 3;
(k) Mr Boyle has a relevant interest at the date of this Notice of Meeting in 913,038 Shares and 1,900,000 Options as noted in Resolution 7(D)(h) above;
(l) the remuneration and emoluments from the Company to Mr Boyle for the previous financial year and proposed remuneration and emolument for the current financial year are set out Resolution 7(D)(i) above.
(m) if the Vesting Conditions are fully satisfied, a total of 3,000,000 Shares would be issued and issued. This will increase the number of Shares on issue from 267,680,722 to 270,680,722 (assuming that no Options are exercised, no other Shares issued or no other Performance Rights vested) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.1%;
(n) if the Vesting Conditions are met, then the Plan Performance Rights will vest to Mr Boyle (or his nominee). Accordingly, there may be a perceived cost to the Company as the Plan Performance Rights have been issued for nil consideration;
(o) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out Resolution 7(D)(k) above.
(p) the primary purpose of the issue of Plan Performance Rights to Mr Boyle is to provide a performance linked incentive component in the remuneration package for Mr Boyle to motivate and reward the performance of Mr Boyle in achieving specified Vesting Conditions within a specified period. The Board considers this issue to be a cost effective remuneration practice and reasonable given the Vesting Conditions will align the interests of Mr Boyle with those of Shareholders. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Plan Performance Rights upon the terms proposed.

(E) Directors’ Recommendation

(a) Mr Boyle declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution.
(b) Mr Alfred Gillman recommends that Shareholders vote in favour of Resolution 8 on the basis that the Plan Performance Rights align the interests of Mr Boyle with those of Shareholders and are a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Boyle. The Performance Rights are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Plan Performance Rights to Mr Boyle are reasonable to the Company.
(c) Mr Alan Jenks recommends that Shareholders vote in favour of Resolution 8 on the basis that the Plan Performance Rights align the interests of Mr Boyle with those of Shareholders and are a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Boyle. The Plan Performance Rights are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Plan Performance Rights to Mr Boyle are reasonable to the Company.
(d) In forming their recommendations, each Director considered the experience of Mr Boyle, the current market price of Shares, the current market practices when determining the number of Plan Performance Rights to be granted as well as the exercise price and, Vesting Conditions of those Plan Performance rights.
(e) The Board (other than Mr Boyle) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

RESOLUTION 9 – APPROVAL OF PROPOSED ISSUE OF ORDINARY SHARES TO RELATED PARTY – MR ALFRED GILLMAN

(A) General

As part of a remuneration and past work recognition review undertaken by the Board on 29 May 2014, the Company has agreed, to issue a total of 2,000,000 Shares to Mr Alfred Gillman on the terms and conditions set out below. The Company’s share price at the date of the review was trading at and around $0.135.

Based upon that review and subject to Shareholder approval, Mr Gillman will be issued 2,000,000 Shares in recognition of a number of significant achievements attained by the Company over the previous 18 months, including:

The announcement of an Inferred resource at the Cobra Plains deposit;
Significantly progressed the Mozambique graphite assets in short time period;
Significantly increasing the value of the Company in the previous 12 months;
Completing numerous successful capital raisings;
Securing a more stable investor base; and
Securing key management personnel.

Further, during the past 12 months, the Company’s share price and financial levels either met or exceeded the Board’s expectation, as has exploration success at the Company’s Nicanda Hill Project. Aside from Mr Gillman’s Director remuneration fees, these achievements have not otherwise been reflected in Mr Gillman’s remuneration. Upon extensive review of the Company’s achievements to date, the Board considers that the intrinsic link between Mr Gillman’s efforts and Mr Gillman’s Director fees are not commensurate with the attainment of reaching those achievements. Accordingly, the Board recommends that the 2,000,000 Shares be issued to Mr Gillman in recognition of his efforts to date and to better reflect the contribution Mr Gillman has made to the Company.

(B) Chapter 2E 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, 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.

The grant of Shares to Mr Gillman requires the Company to obtain Shareholder approval in accordance with Chapter 2E of the Corporations Act, because the grant of Shares constitutes giving a financial benefit and as a Director, Mr Gillman, is related party of the Company.

It is the view of the Board (other than Mr Gillman who has a material personal interest in the Resolution) that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares to Mr Gillman.

(C) Listing Rule 10.11

As the grant of the Shares to Mr Gillman 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. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Shares to Mr Gillman as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Shares to Mr Gillman will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

(D) Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.13

(a) the related party is Mr Alfred Gillman and he is a related party by virtue of being a Director;

(b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Mr Gillman is 2,000,000 Shares;
(c) the Shares will be granted to Mr Gillman no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;
(d) the Shares will be issued for nil cash consideration, accordingly no funds will be raised;
(e) the Shares 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;
(f) the issue price of the Shares is an issue price of nil per Share. The value of the Shares calculated as the 5 day VWAP on 23 June 2014 at a price of $0.408 per Share is $816,137;
(g) no loan will be provided in respect of the issue of the Shares as they are being issued to Mr Gillman in consideration for services provided to the Company;
(h) the relevant interests of Mr Gillman in securities of the Company is set out below:

Related Party	Shares	Performance Rights	Options(i)
Mr Alfred Gillman	100,000	Nil(ii)	2,000,000

(i) 2,000,000 unlisted options, exercisable at $0.10, expiry 18 June 2015
(ii) As at the date of this Notice, however, subject to Shareholder approval Mr Gillman will be issued with 3,000,000 Performance Rights in accordance with this Notice and Explanatory Statement.
(i) the remuneration and emoluments from the Company to Mr Boyle for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	2014 Financial Year	2013 Financial Year
Mr Alfred Gilman
Director Fees	$42,000	$40,000
Short termcashpayments (bonus)	Nil	Nil
Superannuation	Nil	$3,652
Shares (non cash)	$816,137(i)	Nil
Options (noncash)	Nil	$73,694

(i) The valuation of $816,137 for Shares is the subject of this Resolution and is subject to Shareholder approval. The Shares have not been issued and Mr Gillman has not yet received this benefit.
(j) if the Shares are issued to Mr Gillman, the number of Shares on issue will increase from 267,680,722 to 270,680,722 (assuming that no other options are exercised, no Performance Rights are vested and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting	Shares to be issued	Dilutionary Effect upon issue of Shares
Mr Alfred Gillman	267,680,722	2,000,000	0.7%

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

	Price	Date
Highest	44.5 cents	23 June 2014
Lowest	4.3 cents	11 October 2013
Last	40.5 cents	24June2014

(l) the primary purpose of the issue of the Shares to Mr Gillman is to provide remuneration to Mr Gillman for his commitment and contribution to the Company in his role as a Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed.
(m) Mr Alfred Gillman declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution.
(n) Mr Bradley Boyle recommends that Shareholders vote in favour of Resolution 9 on the basis that the Shares provide effective consideration to Mr Gillman for his ongoing commitment and past and future contribution to the Company as a Director of the Company, the Shares are an appropriate form of incentive and remuneration to maximise returns to Shareholders and the terms of the proposed issue of Shares to Mr Gillman are reasonable to the Company.
(o) Mr Alan Jenks recommends that Shareholders vote in favour of Resolution 9 on the basis that the Shares provide effective consideration to Mr Gillman for his ongoing commitment and past and future contribution to the Company as a Director of the Company, the Shares are an appropriate form of incentive and remuneration to maximise returns to Shareholders and the terms of the proposed issue of Shares to Mr Gillman are reasonable to the Company.
(p) The Board (other than Mr Gillman) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

RESOLUTION 10 – APPROVAL OF PROPOSED ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR PURSUANT TO NEW EMPLOYEE PERFORMANCE RIGHTS PLAN – MR ALFRED GILLMAN

(A) General

As part of a remuneration and past work recognition review undertaken by the Board on 29 May 2014, the Company has agreed, to issue a total of 3,000,000 Performance Rights to Mr Alfred Gillman on the terms and conditions set out below. The Company’s share price at the date of the review was trading at and around $0.135.

Based upon that review the Company has agreed, subject to the passing of Resolution 5, to issue a total of 3,000,000 Plan Performance Rights to Mr Alfred Gillman (or his nominee) pursuant to the Company’s New Employee Performance Rights Plan and on the terms and conditions set out below.

(B) Related Party Transaction

The Plan Performance Rights are to be issued to Mr Gillman (or his nominee to provide further incentive to perform and secure the ongoing commitment of Mr Gillman to the continued growth of the Company. 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.

The issue of Plan Performance Rights to an eligible participant under the New Employee Performance Rights Plan requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit and Mr Gillman is a related party of the Company by virtue of being a Director.

(C) ASX Listing Rule 10.14

(a) a director of the company;
(b) an associate of a director; or
(c) a person whose relationship with the company or a person referred to in (a) or (b) above is, in ASX’s opinion, such that approval should be obtained.

If Resolution 10 is passed, Plan Performance Rights will be issued to Mr Gillman, a Director of the Company. Therefore, the Company requires Shareholder approval to issue the Plan Performance Rights to Mr Boyle (or his nominee).

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Plan Performance Rights as approval is being obtained under ASX Listing Rule 10.14 and Exception 9(b) of ASX Listing Rule 7.2. The issue of Plan Performance Rights to Mr Gillman will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

(D) Technical information required by Chapter 2E of the Corporations Act and Listing Rules 10.15

(a) the related party is Mr Alfred Gillman and he is a related party by virtue of being a Director of the Company;
(b) the maximum number of Plan Performance Rights (being the nature of the financial benefit being provided) to be granted to Mr Gillman is 3,000,000 Plan Performance Rights;
(c) the Plan Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the achievement of the specified performance criteria;
(d) no other Plan Performance Rights have previously been issued to any persons referred to in ASX Listing Rule 10.14;
(e) any executive, senior manager or senior employee of the Company who is employed on a full time or part time basis (including directors Mr Bradley Boyle, Mr Alfred Gillman and Mr Alan Jenks or company secretary of the Company) of the Company, who is

determined by the Board to be eligible to receive grants of Plan Performance Rights under the New Employee Performance Rights Plan. As at the date of this Notice of Meeting, Mr Allfred Gillman is eligible to participate in the New Employee Performance Rights Plan;

(f) the Performance Rights will vest three years after grant (minimum vesting period). The number of Performance Rights that will vest will be dependent upon the following:
(i) if an announcement is made to the market by the Company confirming a minimum of an Inferred Resource or higher at the Balama North project of at least 0.5b tonnes of graphite – 1,000,000 Plan Performance Rights will vest, upon satisfaction of the minimum vesting period;
(ii) An announcement is made to the market by the Company confirming that a pre– feasibility or other feasibility study will be undertaken within the Balama North project – 2,000,000 Plan Performance Rights will vest, upon satisfaction of the minimum vesting period;

(collectively the Vesting Conditions ) and

(iii) the Plan Performance Rights will otherwise be issued on the terms and conditions of the New Employee Performance Rights Plan as set out in Schedule 2;
(g) no loan has or will be provided to Mr Gillman in relation to the issue of the Plan Performance Rights;
(h) the Plan Performance Rights will be issued to Mr Gillman no later than 12 months after the date of this General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Plan Performance Rights will be issued on one date;
(i) in determining the number of Plan Performance Rights to be issued to Mr Gillman, consideration was given to the relevant experience and role of Mr Gillman, his overall remuneration terms, and the terms of share packages granted to directors of similar companies;
(j) the value of the Plan Performance Rights, being the financial benefit being given to Mr Gillman, and the pricing methodology is set out in Schedule 3;
(k) Mr Gillman has a relevant interest at the date of this Notice of Meeting in 100,000 Shares and 2,000,000 Options as noted in Resolution 9(D)(h) above;
(l) the remuneration and emoluments from the Company to Mr Gillman for the previous financial year and proposed remuneration and emolument for the current financial year are set out in Resolution 9(D)(i) above.
(m) if the Vesting Conditions are fully satisfied, a total of 3,000,000 Shares would be issued. This will increase the number of Shares on issue from 267,680,722 to 270,680,722 (assuming that no Options are exercised, no other Shares issued or no other Performance Rights vested) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.1%;
(n) if the Vesting Conditions are met, then the Plan Performance Rights will vest to Mr Gillman (or his nominee). Accordingly, there may be a perceived cost to the Company as the Plan Performance Rights have been issued for nil consideration;
(o) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out in Resolution 9(D)(k) above.

(p) the primary purpose of the issue of Plan Performance Rights to Mr Gillman is to provide a performance linked incentive component in the remuneration package for Mr Gillman to motivate and reward the performance of Mr Gillman in achieving specified Vesting Conditions within a specified period. The Board considers this issue to be a cost effective remuneration practice and reasonable given the Vesting Conditions will align the interests of Mr Gillman with those of Shareholders. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Plan Performance Rights upon the terms proposed.

(E)

Directors’ Recommendation

(a) Mr Gillman declines to make a recommendation to Shareholders in relation to Resolution 10 due to his material personal interest in the outcome of the Resolution.
(b) Mr Bradley Boyle recommends that Shareholders vote in favour of Resolution 10 on the basis that the Plan Performance Rights align the interests of Mr Gillman with those of Shareholders and are a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Gillman. The Performance Rights are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Plan Performance Rights to Mr Gillman are reasonable to the Company.
(c) Mr Alan Jenks recommends that Shareholders vote in favour of Resolution 10 on the basis that the Plan Performance Rights align the interests of Mr Gillman with those of Shareholders and are a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Gillman. The Plan Performance Rights are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Plan Performance Rights to Mr Gillman are reasonable to the Company.
(d) In forming their recommendations, each Director considered the experience of Mr Gillman, the current market price of Shares, the current market practices when determining the number of Plan Performance Rights to be granted as well as the exercise price and, Vesting Conditions of those Plan Performance rights.
(e) The Board (other than Mr Gillman) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

RESOLUTION 11 – APPROVAL OF PROPOSED ISSUE OF ORDINARY SHARES TO RELATED PARTY – MR ALAN JENKS

(A) General

As part of a remuneration and past work recognition review undertaken by the Board on 29 May 2014, the Company has agreed, to issue a total of 1,000,000 Shares to Mr Alan Jenks on the terms and conditions set out below. The Company’s share price at the date of the review was trading at and around $0.135.

Based upon that review And subject to Shareholder approval, Mr Jenks will be issued 1,000,000 Shares in recognition of a number of significant achievements attained by the Company over the previous 18 months, including:

The announcement of an Inferred resource at the Cobra Plains deposit;

Significantly progressed the Mozambique graphite assets in short time period;
Significantly increasing the value of the Company in the previous 6 months;
Securing a more stable investor base; and
Securing key management personnel.

Further, during the past 12 months, the Company’s share price and financial levels either met or exceeded the Board’s expectation, as has exploration success at the Company’s Nicanda Hill Project. Aside from Mr Jenks’ Director remuneration fees, these achievements have not otherwise been reflected in Mr Jenks’ remuneration. Upon extensive review of the Company’s achievements to date, the Board considers that the intrinsic link between Mr Jenks’ efforts and Mr Jenks’ Director fees are not commensurate with the attainment of reaching those achievements. Accordingly, the Board recommends that the 1,000,000 Shares be issued to Mr Jenks in recognition of his efforts to date and to better reflect the contribution Mr Jenks has made to the Company.

(B) Chapter 2E 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, 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.

The grant of Shares to Mr Jenks requires the Company to obtain Shareholder approval in accordance with Chapter 2E of the Corporations Act, because the grant of Shares constitutes giving a financial benefit and as a Director, Mr Jenks, is related party of the Company.

It is the view of the Board (other than Mr Jenks who has a material personal interest in the Resolution) that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares to Mr Jenks.

(C) Listing Rule 10.11

As the grant of the Shares to Mr Jenks 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. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Shares to Mr Jenks as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Shares to Mr Jenks will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

(D) Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.13

(a) the related party is Mr Alan Jenks and he is a related party by virtue of being a Director;
(b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Mr Jenks is 1,000,000 Shares;
(c) the Shares will be granted to Mr Jenks no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;
(d) the Shares will be issued for nil cash consideration, accordingly no funds will be raised;
(e) the Shares 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;
(f) the issue price of the Shares is an issue price of nil per Share. The value of the Shares calculated as the 5 day VWAP on 23 June 2014 at a price of $0.408 per Share is $408,069;
(g) no loan will be provided in respect of the issue of the Shares as they are being issued to Mr Jenks in consideration for services provided to the Company;
(h) the relevant interests of Mr Jenks in securities of the Company is set out below:

Related Party	Shares	Performance Rights	Options(i)
Mr AlanJenks	34,825,072	Nil(ii)	2,442,500

(i) 2,442,500 unlisted options, exercisable at $0.10, expiry 31 December 2016
(ii) As at the date of this Notice, however, subject to Shareholder approval Mr Jenks will be issued with 3,000,000 Performance Rights in accordance with this Notice and Explanatory Statement.
(i) the remuneration and emoluments from the Company to Mr Boyle for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below :

Related Party	2014 Financial Year	2013 Financial Year
Mr Alan Jenks
Director Fees	$49,500	Nil
Short term cash payments (bonus)	Nil	Nil
Superannuation	Nil	Nil
Shares (non cash)	$408,069(i)	Nil
Options (noncash)	Nil	Nil

(i) The valuation of $408,069 for Shares is the subject of this Resolution and is subject to Shareholder approval. The Shares have not been issued and Mr Jenks has not yet received this benefit.

(j) if the Shares are issued to Mr Jenks, the number of Shares on issue will increase from 267,680,722 to 268,680,722 (assuming that no other options are exercised, no Performance Rights are vested and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting	Shares to be issued	Dilutionary Effect upon issue of Shares
Mr Alan Jenks	267,680,722	1,000,000	0.4%

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

	Price	Date
Highest	44.5 cents	23 June 2014
Lowest	4.3 cents	11October 2013
Last	40.5 cents	24June2014

(l) the primary purpose of the issue of the Shares to Mr Jenks is to provide remuneration to Mr Jenks for his commitment and contribution to the Company in his role as Chairman. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed.
(m) Mr Alan Jenks declines to make a recommendation to Shareholders in relation to Resolution 11 due to his material personal interest in the outcome of the Resolution.
(n) Mr Bradley Boyle recommends that Shareholders vote in favour of Resolution 11 on the basis that the Shares provide effective consideration to Mr Jenks for his ongoing commitment and past and future contribution to the Company as Chairman of the Company, the Shares are an appropriate form of incentive and remuneration to maximise returns to Shareholders and the terms of the proposed issue of Shares to Mr Jenks are reasonable to the Company.
(o) Mr Alfred Gillman recommends that Shareholders vote in favour of Resolution 11 on the basis that the Shares provide effective consideration to Mr Jenks for his ongoing commitment and past and future contribution to the Company as Chairman of the Company, the Shares are an appropriate form of incentive and remuneration to maximise returns to Shareholders and the terms of the proposed issue of Shares to Mr Jenks are reasonable to the Company.
(p) The Board (other than Mr Jenks) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

RESOLUTION 12 – APPROVAL OF PROPOSED ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR PURSUANT TO NEW EMPLOYEE PERFORMANCE RIGHTS PLAN – MR ALAN JENKS

(A) General

As part of a remuneration and past work recognition review undertaken by the Board on 29 May 2014, the Company has agreed, to issue a total of 3,000,000 Performance Rights to Mr Alan Jenks on the terms and conditions set out below. The Company’s share price at the date of the review was trading at and around $0.135.

Based upon that review the Company has agreed, subject to the passing of Resolution 5, to issue a total of 3,000,000 Plan Performance Rights to Mr Alan Jenks (or his nominee) pursuant to the Company’s New Employee Performance Rights Plan and on the terms and conditions set out below.

(B) Related Party Transaction

The Plan Performance Rights are to be issued to Mr Jenks (or his nominee to provide further incentive to perform and secure the ongoing commitment of Mr Jenks to the continued growth

of the Company. 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.

The issue of Plan Performance Rights to an eligible participant under the New Employee Performance Rights Plan requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit and Mr Jenks is a related party of the Company by virtue of being a Director.

(C) ASX Listing Rule 10.14

(a) a director of the company;
(b) an associate of a director; or
(c) a person whose relationship with the company or a person referred to in (a) or (b) above is, in ASX’s opinion, such that approval should be obtained.

If Resolution 12 is passed, Plan Performance Rights will be issued to Mr Jenks, a Director of the Company. Therefore, the Company requires Shareholder approval to issue the Plan Performance Rights to Mr Jenks (or his nominee).

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Plan Performance Rights as approval is being obtained under ASX Listing Rule 10.14 and Exception 9(b) of ASX Listing Rule 7.2. The issue of Plan Performance Rights to Mr Jenks will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

(D) Technical information required by Chapter 2E of the Corporations Act and Listing Rules 10.15

(a) the related party is Mr Alan Jenks and he is a related party by virtue of being a Director of the Company;
(b) the maximum number of Plan Performance Rights (being the nature of the financial benefit being provided) to be granted to Mr Jenks is 3,000,000 Plan Performance Rights;
(c) the Plan Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the achievement of the specified performance criteria;

(d) no other Plan Performance Rights have previously been issued to any persons referred to in ASX Listing Rule 10.14;
(e) any executive, senior manager or senior employee of the Company who is employed on a full time or part time basis (including directors Mr Bradley Boyle, Mr Alfred Gillman and Mr Alan Jenks or company secretary of the Company) of the Company, who is determined by the Board to be eligible to receive grants of Plan Performance Rights under the New Employee Performance Rights Plan. As at the date of this Notice of Meeting, Mr Alan Jenks is eligible to participate in the New Employee Performance Rights Plan;
(f) the Performance Rights will vest three years after grant(minimum vesting period). The number of Performance Rights that will vest will be dependent upon the following:
(i) if an announcement is made to the market by the Company confirming a minimum of an Inferred Resource or higher at the Balama North project of at least 0.5b tonnes of graphite – 1,000,000 Plan Performance Rights will vest, upon satisfaction of the minimum vesting period;
(ii) An announcement is made to the market by the Company confirming that a pre– feasibility or other feasibility study will be undertaken within the Balama North project – 2,000,000 Plan Performance Rights will vest, upon satisfaction of the minimum vesting period;

(collectively the Vesting Conditions ) and

(iii) the Plan Performance Rights will otherwise be issued on the terms and conditions of the New Employee Performance Rights Plan as set out in Schedule 2;
(g) no loan has or will be provided to Mr Jenks in relation to the issue of the Plan Performance Rights;
(h) the Plan Performance Rights will be issued to Mr Jenks no later than 12 months after the date of this General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Plan Performance Rights will be issued on one date;
(i) in determining the number of Plan Performance Rights to be issued to Mr Jenks, consideration was given to the relevant experience and role of Mr Jenks, his overall remuneration terms, and the terms of share packages granted to directors of similar companies;
(j) the value of the Plan Performance Rights, being the financial benefit being given to Mr Jenks, and the pricing methodology is set out in Schedule 3;
(k) Mr Jenks has a relevant interest at the date of this Notice of Meeting in 34,825,072 Shares and 2,442,500 Options as noted in Resolution 11(D)(h) above;
(l) the remuneration and emoluments from the Company to Mr Jenks for both the two previous financial years are set out in Resolution 11(D)(i) above.
(m) if the Vesting Conditions are fully satisfied, a total of 3,000,000 Shares would be issued. This will increase the number of Shares on issue from 267,680,722 to 270,680,722 (assuming that no Options are exercised, no other Shares issued or no other Performance Rights vested) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.1%;

(n) if the Vesting Conditions are met, then the Plan Performance Rights will vest to Mr Jenks (or his nominee). Accordingly, there may be a perceived cost to the Company as the Plan Performance Rights have been issued for nil consideration;
(o) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out in Resolution 11(D)(k) above.
(p) the primary purpose of the issue of Plan Performance Rights to Mr Jenks is to provide a performance linked incentive component in the remuneration package for Mr Jenks to motivate and reward the performance of Mr Jenks in achieving specified Vesting Conditions within a specified period. The Board considers this issue to be a cost effective remuneration practice and reasonable given the Vesting Conditions will align the interests of Mr Jenks with those of Shareholders. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Plan Performance Rights upon the terms proposed.

(E)

Directors’ Recommendation

(a) Mr Jenks declines to make a recommendation to Shareholders in relation to Resolution 12 due to his material personal interest in the outcome of the Resolution.
(b) Mr Alfred Gillman recommends that Shareholders vote in favour of Resolution 12 on the basis that the Plan Performance Rights align the interests of Mr Jenks with those of Shareholders and are a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Jenks. The Plan Performance Rights are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Plan Performance Rights to Mr Jenks are reasonable to the Company.
(c) Mr Bradley Boyle recommends that Shareholders vote in favour of Resolution 12 on the basis that the Plan Performance Rights align the interests of Mr Jenks with those of Shareholders and are a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Jenks. The Plan Performance Rights are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Plan Performance Rights to Mr Jenks are reasonable to the Company.
(d) In forming their recommendations, each Director considered the experience of Mr Jenks, the current market price of Shares, the current market practices when determining the number of Plan Performance Rights to be granted as well as the exercise price and, Vesting Conditions of those Plan Performance rights.
(e) The Board (other than Mr Jenks) are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

RESOLUTION 13 – APPROVAL PURSUANT TO SECTION 195

(A) General

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a ‘material personal interest’ are being considered. Some of the Directors may have a material personal interest in the outcome of Resolutions 7, 8, 9, 10, 11 & 12.

In the absence of this Resolution 13, the Directors may not be able to form a quorum at the directors meeting necessary to carry out the terms of Resolutions 7, 8, 9, 10, 11 & 12.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholder to resolve upon.

(B) Recommendation

As the Directors of the Company have an interest in Resolutions 7, 8, 9, 10, 11 & 12 under which Shares and Performance Rights will be allocated, the Directors decline to make a recommend in respect of Resolution 13. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 13.

RESOLUTION 14 – ADOPTION OF NEW CONSTITUTION

(A) General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

The Company’s current constitution was adopted, prior to the IPO of the Company, in May 2009. Since then, there have been a number of changes to the Corporations Act and the ASX Listing Rules. There have also been significant developments in corporate governance principles and general corporate and commercial practice for ASX listed entities. As a result the Board proposes that the Company adopt a new constitution ( Proposed Constitution ) that reflects these changes to the legislation and current market practice.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and
expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below. A copy of the Proposed Constitution is available for review by Shareholders at the office of the Company.

A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

A copy of the proposed Constitution is available for inspection at the Company’s registered office until the date of the Meeting.

(B) Summary of material proposed changes

(a) Fee for registration of off market transfers (clause 8.4(c))

On 24 January 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to “offmarket transfers”.

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

(b) Dividends (clause 21)

Section 254T of the Corporations Act was amended effective 28 June 2010. There is now a threetiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits. The amended requirements provide that a company must not a pay a dividend unless:

(i) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
(ii) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
(iii) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

(c) Partial (proportional) takeover provisions (new clause 35)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

(i) Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid,

a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

Opinion of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders.

(C) Recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolution 14. Resolution 14 is a special resolution , meaning that at least 75% of the votes cast on Resolution 14 must be cast in favour of the Resolution for it to be passed.

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means 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.

Company means Triton Minerals Ltd (ACN 126 042 215).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Employee Incentive Scheme means the employee incentive scheme contained within the Company’s New Employee Share Plan, New Employee Performance Rights Plan and New Employee Option Plan.

Employee Option Plan means the obsolete employee share option plan adopted by the Company on 16 February 2010 for which Shareholder approval is sought for the Company to revoke pursuant to Resolution 6 of this Notice.

Explanatory Statement means the explanatory statement accompanying the Notice.

Meeting means the meeting convened by the Notice.

New Employee Share Plan means the new share plan with the terms and conditions summarised in Schedule 1 for which Shareholder approval is sought for the Company to adopt pursuant to Resolution 4 of this Notice.

New Employee Performance Rights Plan means the New Employee Performance rights plan with the terms and conditions summarised in Schedule 2 for which Shareholder approval is sought for the Company to adopt pursuant to Resolution 5 of this Notice.

New Employee Option Plan means the new option plan with the terms and conditions summarised in Schedule 4 for which Shareholder approval is sought for the Company to adopt pursuant to Resolution 6 of this Notice.

New Plan means any or all of the Company’s New Employee Share Plan, New Rights Plan and New Employee Option Plan as the context may require.

Notice or Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an unlisted option to acquire a Share with the terms and conditions set out in Schedule 5.

Optionholder means a holder of an Option.

Performance Rights Plan means the obsolete performance rights plan adopted by the Company on 16 February 2010 for which Shareholder approval is sought for the Company to revoke pursuant to Resolution 5 of this Notice.

Plan Options means Options under the Employee Option Plan.

Plan Performance Rights means Performance Rights under the New Employee Performance Rights Plan.

Plan Securities means any or all of the Plan Options, Plan Performance Rights and Plan Shares as the context may require.

Plan Shares means Shares under the New Employee Share Plan.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the 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.

WST means Western Standard Time as observed in Perth, Western Australia.

VWAP means the Volume Weighted Average Price.

S C H ED U L E 1 – S U MMA RY O F N E W E M P LO Y E E SH A R E P L A N

The Company has established the New Employee Share Plan. The full terms of the New Employee Share Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the New Employee Share Plan is set out below.

(a) Eligibility

The Board may invite full or part time employees and directors of the Company or an associated body corporate of the Company to participate in the New Employee Share Plan ( Eligible Employee ). Eligible Employees do not possess any right to participate in the New Employee Share Plan, as participation is solely determined by the Board.

(b) Offer of Plan Shares

The Company may (acting through the Board) from time to time, in its absolute discretion, make an Offer to issue Plan Shares to any Eligible Employee (including an Eligible Employee who has previously received an offer) upon such terms as the Board may determine.

(c) Number of Plan Shares

The number of Plan Shares to be offered to an Eligible Employee will be determined by the Board in its discretion and in accordance with the rules of the Share Plan and applicable law.

(d) Issue Price of Plan Shares

The Issue Price of the Plan Shares offered under an offer shall be determined by the Board in its absolute discretion, which may be a nominal or nil amount.

(e) Limited Number of Plan Shares

The Company will take reasonable steps to ensure that the number of Plan Shares offered by the Company under this Share Plan when aggregated with:

(i) the number of Plan Shares issued during the previous 5 years under the Share Plan (or any other employee share plan extended only to Eligible Employees); and
(ii) the number of Plan Shares that would be issued if each outstanding offer for Plan Shares (including options to acquire unissued Shares) under any employee incentive scheme of the Company were to be exercised or accepted, does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with the Class Order 03/184).

(f) Restrictions

Participant may not sell, transfer, assign, mortgage, charge or otherwise encumber a Plan Share until the end of any applicable restriction period.

S C H ED U LE 2 – S U MMA RY O F N E W E M P LO Y E E PE RFO R M AN CE R I GH T S P LAN

The Company has established the New Employee Performance Rights Plan. The full terms of the New Employee Performance Rights Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the New Employee Performance Rights Plan is set out below.

(a) Eligibility and grant

Subject to any necessary approvals from the Shareholders or as required by law or by the Listing Rules, the Board may, from time to time, at its absolute discretion and only where any full or part time executive, senior manager or senior employee (including any Director or Company Secretary), who is determined by the Board to be eligible to participate in the New Employee Performance Rights Plan ( Eligible Participants ), grant Plan Performance Rights to Eligible Participants with effect from the date determined by the Board, upon the terms set out in the New Employee Performance Rights Plan and upon such additional terms and vesting conditions as the Board determines.

(b) Vesting

Each Plan Performance Right will vest as an entitlement to one fully paid ordinary share in the capital of the Company (Share) provided that certain performance milestones are met. If the performance milestones are not met, the Plan Performance Rights will lapse and the Eligible Participant will have no entitlement to any Shares.

The Company shall notify the Eligible Participant when the relevant vesting requirements have been satisfied and the Eligible Participant may then exercise their right to accept the vesting of the Plan Performance Rights and be issued the Shares, following which the Company will issue the Shares and deliver notification of the Shareholding to the Eligible Participant.

(c) Conversion

Subject to the Company being listed on the ASX, the Company will, within 7 days of the date of the Shares being issued, make application to ASX for quotation of the Shares.

Shares resulting from the vesting of the Plan Performance Rights shall, from the date of issue, rank pari passu with all other Shares on issue.

Performance Rights shall not be quoted on ASX.

(d) Transfer

Plan Performance Rights shall not be transferred or assigned by an Eligible Participant except with the prior written consent of the Directors of the Company.

(e) Participation in new and/or pro rata issues of securities

Subject to any right an Eligible Participant may have as a holder of shares, holders of Plan Performance Rights may only participate in new issues of securities to holders of Shares if the vesting requirements have been satisfied and the relevant Shares have been issued prior to the record date for determining entitlements to the issue. The Company shall give notice to holders of Plan Performance Rights (as required under the ASX Listing Rules) of any new issues of securities prior to the record date for determining entitlements to the issue.

If Shares are issued pro rata to the Company’s shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation of reserves or distributable profits, the number of Shares over which each Plan Performance Right is exercisable may be increased by the number of Shares which the

participant would have received if the Plan Performance Right had been exercised before the record date for the bonus issue.

(f) Reorganisation and change in control

In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of a participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

Unless the Eligible Participant agrees otherwise, all of an Eligible Participant’s unvested Plan Performance Rights vest automatically:

(i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or
(ii) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(iii) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Plan Performance Rights, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

(g) No entitlement to vote

The holder of Plan Performance Rights does not have any entitlement to vote at a general meeting of Shareholders.

S C H ED U LE 3 – V A LUA T I ON O F P LAN PE RFO R M AN CE R I GH T S

The value of the Plan Performance Rights is based on the number of Plan Performance Rights issued multiplied by the prevailing Share price at the date of issue of the Plan Performance Rights multiplied by the probability that the Vesting Conditions are achieved.

The Board has determined that the probability of achieving the Vesting Conditions is 75% for the Plan Performance Rights.

The values of the variables required to value the Plan Performance Rights are therefore:

(a) Number issued - as set out in Explanatory Statement and summarised in the table below.
(b) Prevailing Share price - as the Share price at the date of issue of the Plan Performance Rights is unknown, using 5 day volume weighted Share price for the period ending 23 June 2014 as a guide is the most accurate measure, being $0.408 per Share. The value of the Company’s Shares at the date of this Notice of Meeting was $0.40.

(c) Probability factor – 75%.

Using the above variables, internal management has calculated a value of $0.306 for each Plan Performance Right as follows:

Director	Number	Value
Bradley Boyle	3,000,000	$918,154
Alfred Gillman	3,000,000	$918,154
AlanJenks	3,000,000	$918,154

S C H ED U L E 4 – S U MMA RY O F T H E E M P LO Y E E O P TI O N P LA N

The Company has established the New Employee Option Plan. The full terms of the New Employee Option Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the New Employee Option Plan is set out below.

(a) Eligibility

The Board may invite full or part time employees and directors of the Company or an Associated Body Corporate of the Company to participate in the Option Plan ( Eligible Employee ). Eligible Employees do not possess any right to participate in the Option Plan, as participation is solely determined by the Board.

(b) Offer of Plan Options

The Option Plan will be administered by the Board which may, in its absolute discretion, offer Plan Options to any Eligible Employee from time to time as determined by the Board and, in exercising that discretion, may have regard to some or all of the following considerations:

(i) the Eligible Employee’s length of service with the Company;
(ii) the contribution made by the Eligible Employee to the Company;
(iii) the potential contribution of the Eligible Employee to the Company; or
(iv) any other matter the Board considers relevant.

(c) Number of Plan Options

The number of Plan Options to be offered to an Eligible Employee will be determined by the Board in its discretion and in accordance with the rules of the Option Plan and applicable law.

(d) Conversion

Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.

(e) Consideration

Plan Options issued under the Option Plan will be issued upon consideration determined by the Board on a case by case basis, this can include Plan Options issued for nil or nominal consideration.

(f) Exercise price

The exercise price for Plan Options offered under the Option Plan will be determined by the Board.

(g) Exercise conditions

The Board may impose conditions, including performance-related conditions, on the right of a participant to exercise Plan Options granted under the Option Plan.

(h) Exercise of Plan Options

A participant in the Option Plan will be entitled to exercise their Options in respect of which the exercise conditions have been met provided the Plan Options have not lapsed and the exercise of the Plan Options will not result in the Company contravening ASIC Class Order 03/184. A

holder may exercise Plan Options by delivering an exercise notice to the Company Secretary along with the Plan Options certificate, and paying the applicable exercise price of the Plan Options multiplied by the number of Plan Options proposed to be exercised. Within ten Business Days of receipt of the required items, the Company will, subject to the ASX Listing Rules, issue to the participant the relevant number of Shares.

(i) Death, permanent disability or retirement

If the participant in the Option Plan dies, becomes permanently disabled or permanently retires from the workforce as an employee or director of the Company prior to the lapse of the Plan Options, the participant, or the participant’s legal personal representative, will be entitled to exercise their Plan Options in accordance with the Option Plan rules for the period commencing on the date of the cessation event and ending on the first to occur of the date of lapsing of the Plan Options and the date which is six months after the date of the cessation event.

(j) Lapse of Options

Plan Options held by a participant in the Option Plan will lapse immediately if:

(i) the expiry date of the Plan options has passed;
(ii) the exercise conditions attaching to the Plan Options are unable to be met; or
(iii) the holder ceases to be an employee or director of the Company or an Associated Body Corporate and any exercise conditions have not been met by the date the relevant person ceases to be an employee or director ( Ceasing Date ) or where the options are not exercised within a three month period after the Ceasing Date.

(k) Participation in Rights Issues and Bonus Issues

The Plan Options granted under the Option Plan do not give the holder any right to participate in new issues unless Shares are issued pursuant to the exercise of the relevant Plan Options prior to the record date for determining entitlements to such issue. If there is a bonus issue to holders of Plan Options, the number of Shares that the holder may be issued upon exercise of the Plan Options may be increased by the number of Shares that the holder would have received if the Plan Options had been exercised prior to the record date of the bonus issue. This will not apply to options issued pro-rata on the terms as options already on issue.

(l) Reorganisation

The terms upon which the Plan Options will be granted will not prevent the Plan Options being reorganised as required by the ASX Listing Rules on the reorganisation of the capital of the Company.

If at any time the capital of the Company is reorganised, the terms of the Options will be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(n) Limitation on offers

If the Company makes an offer under the Option Plan where:

(i) the total number of Shares to be received on exercise of Plan Options the subject of that offer exceeds the limit set out in ASIC Class Order 03/184; or
(ii) the Offer does not otherwise comply with the terms and conditions set out in ASIC Class Order 03/184, the Company must comply with Chapter 6D of the Corporations Act at the time of that offer.

(o) Takeover bid or Change in Control

the Board may determine that the holder of Plan Options may exercise those Plan Options at any time from the date of such determination:

(i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or
(ii) a court approves a compromise or Option Plan of arrangement in connection with the Company or its amalgamation with any other company or companies pursuant to section 411 of the Corporations Act; or
(iii) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Plan Option(s), to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

(p) Restriction period

Where the Board makes an offer of Plan Options to an Eligible Participant, the Board may, in its discretion, determine that a restriction period will apply to some or all of the Shares issued to a Participant, following exercise of their Plan Options.

S C H ED U LE 5 – GEN ER A L T ER MS AN D C ON D I TI ON S O F UN LI STE D OP T IO N S

Each option ( Option ) shall entitle the holder of the Option ( Option Holder ) to subscribe for and be issued one fully paid ordinary share ( Share ) in Triton Minerals Limited ACN 126 042 215 (the Company ) on the terms and conditions set out below:

Each Option is exercisable at any time after the date of granting of the Option to a date up to and including [insert date] ( Option Period ) and if the Option is not exercised on or prior to the expiry of the Option Period, the Option shall lapse and any consideration payable shall be forfeited.
The Options may be exercised wholly or in part by giving notice in writing ( Notice of Exercise ) to the board at any time during the Option Period.
Options shall only be exercisable in multiples of 100. Within 10 business days of the exercise of the Option the Company shall apply for the shares to be admitted for quotation on the Official List of Australian Securities Exchange Limited.
The exercise price for each Option, being AUD $[insert price] ( Exercise Price ) is payable immediately on exercise.
On receipt by the Company of the Notice of Exercise and Option is exercised payment of the relevant Exercise Price, the Company must, within 14 days, issue to the Option Holder the number of Shares in respect of which the and dispatch the relevant share certificate or other appropriate acknowledgment as soon as reasonably practicable thereafter.
Shares issued on the exercise of any Options will rank equally in all respects with the then existing issued ordinary fully paid shares in the Company and will be subject to the provisions of the Constitution of the Company.
An Option does not confer rights to participate in new issues of securities of the Company, unless the Option Holder has first exercised the Option.
Adjustments to the number of shares over which Options are exercisable and/or the Exercise Price will be made to take account of changes to the capital structure of the Company by way of pro rata bonus and cash issues as follows:

(a) Pro-Rata Cash issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the Exercise Price of an option may be reduced according to the following formula:

O' = O - E[P-(S+D)] N + 1

where:

O' = the new exercise price of the option. O = the old exercise price of the option. E = the number of underlying securities into which one option is Exercisable.

P = the average market Price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S = the Subscription price for a security under the pro rata issue.

D = the Dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).

N = the Number of securities with rights or entitlements that must be held to receive a right to one new security.
(b)

Pro-Rata Bonus Issues

If there is a bonus issue to the holders of the underlying securities, on the exercise of any options, the number of shares received will include the number of bonus shares that would have been issued if the options had been exercised prior to the record date for bonus issues. The Exercise Price will not change.

In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company the rights of an option holder will be changed to the extent necessary to comply with the listing rules applying to a reorganisation of capital at the time of the reorganisation, in a manner which will not result in any benefits being conferred on Option Holders which are not conferred on shareholders.
If during the currency of any Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act 2001, as amended ) is made to holders of shares then within 10 Business Days after the Company becomes aware of the offer, the Company must forward a notice notifying the Option Holder of the offer and from the date of such notification the Option Holder has 60 days within which to exercise the Options notwithstanding any other terms and conditions applicable to the Options of arrangement. If the Options are not exercised within 60 days after the notification of the offer, the Options may be exercised at any other time according to their terms of issue. If an offer for the shares is made to shareholders of the Company pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act 2001, as amended , the Option Holder will be entitled to exercise Options held by them within the period notified by the Company.
Notices may be given by the Company to the Option Holder in the manner prescribed by the Constitution of the Company for the giving of notices to the Shareholders of the Company and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Option Holder.
The Option Holder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, but will not have any right to attend or vote at these meetings.

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PROXY FORM

APPOINTMENT OF PROXY TRITON MINERALS LIMITED ACN 126 042 215

GENERAL MEETING

I/We

being a Member of Triton Minerals Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 10.30am (WST), on Wednesday, 20 August 2014 at the Celtic Club, Perth, 8 Ord Street, West Perth, WA, 6005 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the General Meeting

	FOR	FOR	AGAINST	ABSTAIN
Resolution	1 – Approval of Prior Issue of Ordinary Shares – Placement
Resolution	2 – Approval of Prior Issue of Options – Placement
Resolution	3 – Approval of Prior Issue of Ordinary Shares – Employees and Consultants
Resolution	4 – Adoption of New Employee Share Plan
Resolution	5 – Adoption of New Employee Performance Rights Plan
Resolution	6 – Adoption of New Employee Option Plan
Resolution	7 – Approval of issue of Shares to related party – Mr Bradley Boyle
Resolution	8 – Approval of issue of Performance Rights to related party – Mr Bradley Boyle
Resolution	9 – Approval of issue of Shares to related party – Mr Alfred Gillman
Resolution	10 –Approval of issue of Performance Rights to related party – Mr Alfred Gillman
Resolution	11 – Approval of issue of Shares to related party – Mr Alan Jenks
Resolution	12 – Approval of issue of Performance Rights to related party – Mr Alan Jenks
Resolution	13 – Approval pursuant to Section 195
Resolution	14 – Adoption of a new Constitution

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

However, by marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of Resolutions 7, 8 & 13 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 7, 8 & 13 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 14. The Chairman of the Meeting intends to vote undirected proxies in favour of the Resolutions 1 to 14.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 14 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 14 WILL BE DISREGARDED.

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

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

Signed this day of 2014

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

ndividuals and joint holders	Companies (affix common seal if appropriate)
Signature	Director
Signature	Director/Company Secretary
Signature	Sole Director and Sole Company Secretary

TRITON MINERALS LIMITED ACN 126 042 215

Instructions for Completing ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A shareholder entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
( Joint Holding ): A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.
( Companies ): Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
2 x directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

( Attending the Meeting ): Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
( Power of Attorney ): Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) Post to Triton Minerals Limited, PO Box 1518, West Perth WA 6872; or
(b) facsimile to the Company on facsimile number (+61 8) 9388 1252; or
(c) email to the Company at [email protected]

So that it is received not later than 10:30am (WST) on Monday, 18 August 2014.

Proxy form received later than this time will be invalid.

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AI assistant

TRITON MINERALS LTD — Proxy Solicitation & Information Statement 2014

65939_rns_2014-07-17_29a323ef-4a79-4620-9cdf-649f20fed60c.pdf