TURNSTONE RESOURCES LTD - AGM Information 2020

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Dear Shareholders,

IMPACT OF COVID-19 RESTRICTIONS ON THE COMPANY’S GENERAL MEETING

The shareholder meeting is scheduled to be held in Perth on Monday 20 July 2020 at 4:00pm (WST) ( Meeting ).

In light of the status of the evolving COVID-19 situation and easing of Government restrictions on public gatherings in place at the time of the Notice and the number of Shareholders that normally attend Shareholder meetings for the Company the Directors have made a decision that Shareholders will be able to physically attend the Meeting in person and accordingly, have arranged an appropriate meeting venue. If the Government restrictions and corresponding decision of the Director’s changes prior to the Meeting the Directors will update Shareholders via the Company’s ASX platform and website.

The Meeting will be accessible to all Shareholders via the webcast. To access the Meeting by videoconference Shareholders are advised to contact the Company Secretary via email at [email protected]

This announcement is authorised for market release by the board of Directors of Davenport Resources Limited.

Sincerely,

Reinout Koopmans Chairman

DAVENPORT RESOURCES LIMITED ABN 64 153 414 852

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 4:00 pm (WST) DATE : 20 July 2020 PLACE : Level 1 675 Murray Street WEST PERTH WA 6005

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5pm on 18 July 2020.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND ATTACHING PLACEMENT OPTIONS

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,750,000 Shares and 2,875,000 Options on the terms and conditions set out in the Explanatory Memorandum.'

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely the April Placement Participants) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – MR RORY LUFF

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 650,000 Shares at $0.05 per Share and 325,000 Options to Mr Rory Luff (or his nominee/s) under the Placement on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Rory Luff (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – DR REINOUT KOOPMANS

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,075,269 Shares at $0.0465 per Share to Dr Reinout Koopmans (or his nominee/s) under the Placement on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Dr Reinout Koopmans (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES UNDER THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

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

“That, for the purpose of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholders approve the Director and Senior Management Fee and Remuneration Sacrifice Share Plan and the issue of Shares to participants under that plan, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. RESOLUTION 5 – APPROVAL TO PERMIT THE PARTICIPATION OF PATRICK MCMANUS IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

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 4, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes the Company is authorised to issue up to 675,000 Shares to Patrick McManus (or his nominee(s)) pursuant to the Director and Senior Management Fee and Remuneration Sacrifice Share Plan, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by a person who is referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – APPROVAL TO PERMIT THE PARTICIPATION OF CHRIS GILCHRIST IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

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 4, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Company is authorised to issue up to 7,875,000 Shares to Chris Gilchrist (or his nominee(s)) pursuant to the Director and Senior Management Fee and Remuneration Sacrifice Share Plan, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement :

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 6 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – APPROVAL TO PERMIT THE PARTICIPATION OF RORY LUFF IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

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 4, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Company is authorised to issue up to 675,000 Shares to Rory Luff (or his nominee(s)) pursuant to the Director and Senior Management Fee and Remuneration Sacrifice Share Plan, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement :

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 7 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 8 – APPROVAL TO PERMIT THE PARTICIPATION OF DR REINOUT KOOPMANS IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

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 4, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes the Company is authorised to issue up to 1,012,500 Shares to Dr Reinout Koopmans (or his nominee(s)) pursuant to the Director and Senior Management Fee and Remuneration Sacrifice Share Plan, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement :

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 8 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 8 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 9 – APPROVAL TO PERMIT THE PARTICIPATION OF HANSJOERG PLAGGEMARS IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

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 4, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Company is authorised to issue up to 675,000 Shares to Hansjoerg Plaggemars (or his nominee(s)) pursuant to the Director and Senior Management Fee and Remuneration Sacrifice Share Plan, on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement :

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 9 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

10. RESOLUTION 10 – APPROVAL FOR ISSUE OF SHARES TO CHRIS GILCHRIST

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) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 860,94 Shares to Chris Gilchrist (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Chris Gilchrist (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 10 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 11 – APPROVAL FOR ISSUE OF SHARES TO PATRICK MCMANUS

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) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 645,081 Shares to Patrick McManus (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Patrick McManus (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 11 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 11 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 11 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 12 – APPROVAL FOR ISSUE OF SHARES TO HANSJOERG PLAGGEMARS

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) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 430,054 Shares to Hansjoerg Plaggemars (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Hansjoerg Plaggemars (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 12 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 12 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

13. RESOLUTION 13 – APPROVAL FOR ISSUE OF SHARES TO DR REINOUT KOOPMANS

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) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 308,677 Shares to Dr Reinout Koopmans (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 13 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 13 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 13 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

14. RESOLUTION 14 – APPROVAL FOR ISSUE OF SHARES TO RORY LUFF

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) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 308,677 Shares to Rory Luff (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Rory Luff (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

party ( Resolution 14 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 14 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 14 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Rory Luff (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated: 19 June 2020

By order of the Board

Amanda Wilton-Head Company Secretary Davenport Resources Limited

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, Shareholders are able to attend the Meeting at the time, date and place set out above. In light of on the status of the evolving COVID-19 situation and easing of Government restrictions on public gatherings in place at the time of the Notice and the number of Shareholders that normally attend Shareholder meetings for the Company the Directors have made a decision that Shareholders will be able to physically attend the Meeting in person and accordingly, have arranged an appropriate meeting venue. If the Government restrictions and corresponding decision of the Director’s changes prior to the Meeting the Directors will update Shareholders via the Company’s ASX platform.

Shareholders will be able to electronically attend the Meeting. To register please email the Company Secretary on [email protected]

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6145 0291.

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting of the Company to be held at Level 1, 675 Murray Street, West Perth WA 6005 at 4:00 pm WST on 20 July 2020.

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 in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND ATTACHING OPTIONS

1.1 Background

As announced on 23 April 2020, the Company has completed a capital raising via the issue of approximately 8,400,000 Shares to professional and sophisticated investors, along with one (1) free attaching Option for every two (2) Shares subscribed ( April Placement )( April Participants ).

The funds raised under the April Placement will be used to complete technical and economic studies which are underway across Davenport’s significant portfolio of potash assets in Germany and for general working capital.

On 23 April 2020, pursuant to the April Placement the Company issued a total of 5,750,000 Shares ( April Placement Shares ) and 2,875,000 free attaching Options ( April Placement Options ) to professional and sophisticated investors who participated in the April Placment ( April Placement Securities ).

Subject to Shareholder approval, certain Directors of the Company intend to also participate in the April Placement. The terms in which are set out in Resolutioins 2 and 3.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

The issue of the April Placement Securities does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the April Placement Securities .

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the April Placement Securities.

This Resolution seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the April Placement Securities.

1.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the April Placement Securities will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue with Shareholder approval over the 12 month period following the date of issue of the April Placement Securities.

If this Resolution is not passed, the April Placement Securities will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the April Placement Securities .

1.3 Technical information required by Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to this Resolution:

(a) the April Placement Securities were issued to professional and sophisticated investors who were identified by the Directors. The recipients were identified through a process of contacting major shareholders and contacting an investor who had shown a keen interest to invest in the company. None of the recipients were related parties of the Company;
(b) 5,750,000 Shares and 2,875,000 Options were issued;
(c) the Shares issued to participants in the April Placement Securities were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Options issued to participants in the April Placement Securities were issued on the terms and conditions set out in Schedule 1;
(e) the April Placement Securities were issued on 23 April 2020;
(f) the issue price per Share was $0.05 and the issue price of the Options was nil as they were issued free attaching with the Shares on a one for two basis. The Company has not and will not receive any other consideration for the issue of the April Placement Securities (other than in respect of funds received on exercise of the Options);
(g) the purpose of the issue of the April Placement Securities was to raise $287,500, which will be applied towards fund advisory services, investor relations, working capital and administration costs while the Company seeks to engage a strategic partner to develop its attractive potash projects in Germany;
(h) the April Placement Securities were not issued under an agreement; and (i) a voting exclusion statement is included in Resolutions 1 to 14 of the Notice.

2. RESOLUTION 2 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – MR RORY LUFF

2.1 General

As announced on 14 April 2020, pursuant to the April Placement as set out at section 1.1 above, Mr Rory Luff (or their respective nominee) wishes to participate in the April Placement on the same terms as other investors.

Resolution 2 seeks Shareholder approval for the issue of up to a total of 650,000 April Placement Shares and 325,000 free attaching April Placement Options to Mr Rory Luff (or their respective nominees) arising from the proposed participation in the April Placement ( Participation ).

2.2 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:

obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
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 Participation will result in the issue of April Placement Shares and April Placement Options which constitutes giving a financial benefit to Mr Rory Luff (or their respective nominee) who is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Rory Luff who has a material personal interest in this Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the April Placement Shares and April Placement Options will be issued to Mr Rory Luff (or their nominee) on the same terms as the April Placement Shares and April Placement Options issued to non-related party participants in the April Placement and as such the giving of the financial benefit is on arm’s length terms.

2.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

This Resolution seeks Shareholder approval for the Mr Luff Participation under and for the purposes of Listing Rule 10.11.

If this Resolutions is passed, the Company will be able to proceed with the issue of the Shares under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.1 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

If this Resolutions is not passed, the Company will not be able to proceed with the issue of the Shares under the Participation and no further funds will be raised in respect of the April Placement.

2.4 Technical Information Required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to this Resolution:

(a) the April Placement Shares and April Placement Options will be issued to Mr Rory Luff (a Non-Executive Director) (or their respective nominee) as a related party of the Company by virtue of being a Director;
(b) the maximum number of Shares to be issued is 625,000 and the maximum amount of Options to be issued is 325,000, to be issued to Messer Luff (or their respective nominee);
(c) the April Placement and April Placement Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the issue price will be $0.05 per April Placement Share and the April Placement Options will be free attaching Options, being the same as all other April Placement Shares and April Placement Options issued under the April Placement;
(e) the April Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares and the April Placement Options granted will be on the same terms and conditions as the Company’s as the April Placement Options (see Schedule 1 for the full terms and conditions of the April Placement Options);

(f) the proceeds from the issue of the April Placement Shares will be used to fund advisory services, investor relations, working capital and administration costs while Davenport seeks to engage a strategic partner to develop its attractive potash projects in Germany;
(g) the Shares to be issued under the Participation are not intended to remunerate or incentivise the Director;
(h) the Shares are not being issued under an agreement; and
(i) a voting exclusion statements is included in Resolutions 1 to 14 of the Notice.

3. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – DR REINOUT KOOPMANS

3.1 General

As announced on 14 April 2020, pursuant to the April Placement as set out at section 1.1 above, Dr Reinout Koopmans (or his respective nominee) wishes to participate in the April Placement on varied terms as other investors ( Koopmans Participation ).

Accordingly, this Resolution seeks Shareholder approval for the issue of 1,075,269 April Placement Shares to Dr Reinout Koopmans (or his nominee), as a result of the proposed Koopmans Participation on the terms set out below.

3.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in section 2.2 above.

The Koopmans Participation will result in the issue of Shares which constitutes giving a financial benefit and Dr Reinout Koopmans, is a related party of the Company by virtue of being a Director.

The Directors (other than Dr Reinout Koopmans) who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Koopmans Participation because the Shares will be issued to Dr Reinout Koopmans (or their nominee) on varied terms in that Dr Reinout Koopmans will not be issued any April Placement Options and will only be issued April Placement Shares at a marginally discounted price (and as more particularly described below) however otherwise on the same terms and conditions as those issued to non-related party participants, notwithstanding the varied terms being offered, the Directors are of the belief giving of the financial benefit is on arm’s length terms.

3.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 2.3 above.

The Koopmans Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

This Resolution seeks Shareholder approval for the Koopman Participation under and for the purposes of Listing Rule 10.11.

3.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue of the Shares under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 2.4(f) above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

If this Resolution is not passed, the Company will not be able to proceed with the issue of the Shares under the Koopmans Participation and no further funds will be raised in respect of the April Placement.

3.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to this Resolution:

(a) the Shares will be issued to Dr Reinout Koopmans (or their nominee), who falls within the category set out in Listing Rule 10.11.1, as Dr Reinout Koopmans is a related party of the Company by virtue of being a Director;.
(b) the maximum number of Shares to be issued to Dr Reinout Koopmans (or their nominee) is 1,075,269;
(c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Shares will be issued on the same date;
(e) the issue price will be $0.0465 per Share, being offered at a marginal discount of $0.0035 on account of Dr Reinout Koopmans not being offered the April Placement Options. The Company will not receive any other consideration for the issue of the Shares;
(f) the purpose of the issue of Shares under the Koopman Participation is to raise capital, which the Company intends to apply towards fund advisory services, investor relations, working capital and administration costs while Davenport seeks to engage a strategic partner to develop its attractive potash projects in Germany;
(g) the Shares to be issued under the Koopmans Participation are not intended to remunerate or incentivise the Director; and
(h) a voting exclusion statements is included in Resolutions 1 to 14 of the Notice.

4. RESOLUTION 4 – APPROVAL TO ADOPT DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

4.1 General

The Board has recently prepared a Director and Senior Management Fee and Remuneration Sacrifice Share Plan ( Plan ) under which Directors and senior management ( Senior Managers ) of the Company who are eligible to be offered shares without prospectus disclosure may elect to sacrifice part of their directors’ fees or consulting fees to acquire Shares in the Company. Under the Plan, the relevant Director or Senior Manager will receive the remainder of their directors’ fees or consulting fees in cash. As such, the Shares will be issued for nil cash consideration and no funds will be raised as a result.

The objective of the Share Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Share Plan and the future issue of Shares under the Share Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If this Resolution is passed, the Company will be able to issue Shares under the Share Plan to eligible participants over a period of 3 years. The issue of any Shares to eligible participants under the Share Plan (up to the maximum number of Shares stated in Section 4.2(d) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Shares under the Share Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If this Resolution is not passed, the Company will be able to proceed with the issue of Shares under the Share Plan to eligible participants, but any issues of Shares will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Shares.

4.2 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to this Resolution:

(a) a summary of the key terms and conditions of the Share Plan is set out in section 4.2 below;
(b) the Company has not issued any Shares under this new Share Plan as this is the first time that Shareholder approval is being sought for the adoption of the Share Plan;
(c) the maximum number of Securities proposed to be issued under the Plan is 25,876,487. It is not envisioned that the maximum number of Securities for which approval is being sought will be issued immediately; and
(d) a voting exclusion statement is included in Resolutions 1 to 14 of this Notice.

4.3 Principal terms of the Plan

Subject to Shareholder approval, it is proposed that present and future Directors and certain Senior Managers as chosen by the Board, be offered the opportunity to participate in the Plan and be able to elect to sacrifice part of their directors’ fees or executive remuneration to acquire Shares under the Plan.

If Resolutions 5 to 9 are approved, it is anticipated that participation in the Plan will be made available to the Directors from 1 May 2020. Offers to participate may be extended to Senior Managers in the future as the Board considers appropriate.

The principal terms of the Plan are as follows:

(a) Participation

Participation in the Plan is voluntary. All Directors in office from time to time are eligible to participate (unless participation by a Director would be contrary to law or be unduly onerous). In the event that a Director elects to participate in the Plan, participation at the elected level (i.e. percentage of fees sacrificed) will be mandatory for a period of 12 months.

Where a Director has opted to participate in the Plan and, before the Shares relating to that period have been issued, the Director ceases to be a Director of the Company, the Director will either be issued a number of Shares or an amount in cash calculated based on the fees sacrificed up to the date on which the participant ceased to be a Director.

Currently there are four Directors who are each eligible to participate: Dr Chris Gilchrist (managing director), Dr Reinout Koopmans (non-executive chairman), Rory Luff (non-executive director), Patrick McManus (nonexecutive director)and Hansjoerg Plaggemars (non-executive director).

Invitations to participate in the Plan may be extended to Senior Managers at the Board’s discretion.

(b) Commencement date

Subject to Shareholder approval being obtained, the terms of the Plan commence from 1 May 2020 and the Directors can sacrifice their respective directors’ fees from that date.

(c) Minimum and maximum participation

Participants in the Plan may elect the percentage (up to a maximum of 30%) of their annual directors’ fees or executive remuneration (as applicable) they wish to sacrifice per annum.

The Plan restricts payments being made if they would result in the Company exceeding:

(i) the maximum aggregate remuneration for non-executive directors approved by Shareholders under Listing Rule 10.17 from time to time; and
(ii) an aggregate amount of $108,000 worth of Shares per annum for all executive directors of the Company from time to time (currently the Company has only one executive director, Dr Chris Gilchrist).

The Plan does not extend to amounts payable in respect of Goods and Services Tax ( GST ). If the Company is liable to pay GST to participating Directors in respect of the provision of services, then it will do so in cash.

(d) Timing of acquisition and number of Shares

Entitlement to Shares will accrue on a monthly basis and the number of Shares to be issued will be determined at the end of each month based on the amount sacrificed divided by the volume weighted average price of the Company’s Shares trading on the ASX over the five (5) Trading Days immediately preceding the end of the month.

Allocation of Shares will be made at six (6) month intervals. If the Company is unable to issue Shares at the end of a six (6) month period without breaching the Company’s share trading policy ( Share Trading Policy ) or an applicable law, Shares will then be issued as soon as practicable in compliance with the Share Trading Policy and all applicable laws.

(e) Shares acquired

Participating Directors and Senior Managers will receive fully paid ordinary shares in the Company that rank equally in all respects with other issued fully paid shares in the Company.

(f)

Restriction periods

There will be no restriction period applicable to Shares issued under the Plan although Shares will only be issued in compliance with the Company’s Share Trading Policy and all applicable laws.

(g) Acquisition costs

It is not envisaged that there will be any costs to Directors or Senior Managers to acquire Shares under the Plan. There will be no loan made

available to Directors or Senior Managers in relation to the acquisition of Shares under the Plan.

If Shares are not able to be allocated to a participating Director or Senior Manager (e.g. because of legal impediments applicable at the time), the issue of Shares may be delayed or alternatively, at the Board’s discretion, be paid to the Director or Senior Manager in cash.

(h) Details of Shares issued under Plan

As the Plan has not yet commenced, no Shares have yet been issued or otherwise acquired under it.

Details of any Shares issued under the Plan will be published in the Company’s Annual Report relating to the period in which Shares have been issued, with a statement that approval for the issue of Shares was obtained under Listing Rule 10.14.

If Resolution 4 is approved by Shareholders, Shares will not be issued under the Plan after 3 years from the date of the General Meeting without obtaining Shareholder approval.

5. RESOLUTIONS 5 TO 9 – APPROVAL TO ISSUE SHARES UNDER THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

5.1 Shares to be issued under the Plan

The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Plan (refer Resolution 4), to issue up to the number of shares equal to 30% of the respective Directors salary (as noted in section 5.5(b) below) divided by the 5 day VWAP of Shares as traded on the ASX, to Patrick McManus, Chris Gilchrist, Rory Luff, Dr Reinout Koopmans and Hansjoerg Plaggemars (or their nominees) ( Related Parties ) pursuant to the Plan and on the terms and conditions set out below ( Incentive Shares ).

The issue of Incentive Shares to the Directors in lieu of accrued cash payments for remuneration under the terms of the Plan will allow the Company to maintain its cash reserves to the extent of Director participation in the Plan.

The maximum number of Incentive Shares under the Plan that a Director can receive in a financial year will is 30% of their current remuneration for that year which is sacrificed and satisfied by the issue of Shares.

Set out below are some examples of the number of Shares that may be issued to Directors and Senior Managers under the Plan, based on various assumed prices for Shares. These are examples only and Shareholders should be aware that the actual number of Shares to be issued to Directors and Senior Managers may vary, based on the prevailing Share price at the time the number of Shares to be issued is calculated, and the percentage of fees (or executive remuneration) each Director or Senior Manager elects to sacrifice.

The total amount of annual directors’ fees and executive remuneration currently being paid to the eligible directors is $485,000 ($350,000 to the executive director with the remaining $135,000 being paid to the non-executive directors in varying proportions).

If each of the Directors elect to sacrifice the maximum amount permitted of 30% for a 12 month period, this will result in a maximum salary sacrifice value of

$145,500 for all Directors (based on current director fees and executive remuneration). Based on an assumed market price of $0.04 per Share (being the closing market price on 16 June 2020), the total number of Shares that could be issued to Directors if they sacrificed the full 30% of their current fees would be 3,637,500. This would dilute current shareholders by the percentages set out below based on the Company’s current share capital:

Description	Ordinary fully paid	Dilution
	shares
Current share capital	172,509,917	2.11%

Set out below is a further table showing the maximum dilution assuming the fees paid to each of the non-executive directors are increased to the maximum currently permitted under Listing Rule 10.17 (being $500,000) and the executive directors are increased to the maximum permitted under the Plan (being $150,000). Again, based on a Share price of $0.04 per Share, the total number of ordinary shares that could be issued to Directors if they sacrificed the full 30% and increased their fees to the maximum permitted under the Listing Rules and the restriction on executive directors under the Plan (being $108,000) would be 6,450,000 Shares. This would dilute current shareholders as follows:

Description	Ordinary fully paid	Dilution
	shares

Current share capital	172,509,917	3.74%

The trading history of the Shares on the ASX in the 12 months preceding the preparation of this Notice is set out below.

	Date	Price
Highest	27 June 2019	$0.055
Lowest	13 March 2020	$0.030
Last	16 June 2020	$0.040

While the Plan provides for the number of Shares to be issued to be calculated at the end of each month during the period, it is not practical for such specific calculations to be made for the purposes of this Explanatory Memorandum (particularly because such calculations would be forward looking and inherently uncertain). Accordingly, for the purposes of the calculations set out in the tables above, it is assumed that the price used is the price for each month of the period.

5.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

A summary of Chapter 2E of the Corporations Act is set out in section 2.2 above.

The issue of the Incentive Shares to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Incentive Shares are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Incentive Shares. Accordingly, Shareholder approval for the issue of Incentive

Shares to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act

5.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity;
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of Incentive Shares to the Related Parties falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 5 to 9 seek the required Shareholder approval for the issue of the Incentive Shares under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

5.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 to 9 are passed, the Company will be able to proceed with the issue of the Incentive Shares to the Related Parties under the Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Shares (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 5 to 9 are not passed, the Company will not be able to proceed with the issue of the Incentive Shares to the Related Parties under the Plan and will need to consider alternative forms of remuneration.

5.5 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 5 to 9:

(a) the Incentive Shares will be issued to the following persons:
(i) Patrick McManus (or their nominee) pursuant to Resolution 5; (ii) Chris Gilchrist (or their nominee) pursuant to Resolution 6; (iii) Rory Luff (or their nominee) pursuant to Resolution 7;
(iv) Dr Reinout Koopmans (or their nominee) pursuant to Resolution 8; and

(v) Hansjoerg Plaggemars (or their nominee) pursuant to Resolution 9,

each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director;

(b) the maximum number of Incentive Shares to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 3,637,500, based on each Director sacrificing 30% of their current fees for the 12 month period ending 30 April 2020 and a Share price of $0.04 per ordinary share, each Director will be issued approximately the number of Shares detailed below:

Director	Annual	Amount	Number of
	director’s fees	sacrificed	Shares to be
	and salary paid	during the	issued (based
	to Director	period (based	on a price of
		on 30% of fees	$0.04 per
		foregone for	ordinary share)
		the period)
Patrick McManus	$45,000	$13,500	337,500
Dr Chris Gilchrist	$350,000	$105,000	2,625,000
Rory Luff	$30,000	$9,000	225,000
Dr Reinout Koopmans	$30,000	$9,000	225,000
Hansjoerg Plaggemars	$30,000	$9,000	225,000
Total	$485,000	$145,000	3,637,500

Assuming a price of $0.03 per share and $0.05 per share the number of shares to be issued is shown below.

Director	Annual	Amount	Number of
	director’s fees	sacrificed	Shares to be
	and salary paid	during the	issued (based
	to Director	period (based	on a price of
		on 30% of fees	$0.03 per
		foregone for	ordinary share)
		the period)
Patrick McManus	$45,000	$13,500	450,000
Dr Chris Gilchrist	$350,000	$105,000	3,500,000
Rory Luff	$30,000	$9,000	300,000
Dr Reinout Koopmans	$30,000	$9,000	300,000
Hansjoerg Plaggemars	$30,000	$9,000	300,000
Total	$485,000	$145,000	4,850,000

Director	Annual	Amount	Number of
	director’s fees	sacrificed	Shares to be
	and salary paid	during the	issued (based
	to Director	period (based	on a price of
		on 30% of fees	$0.05 per
		foregone for	ordinary share)
		the period)
Patrick McManus	$45,000	$13,500	270,000
Dr Chris Gilchrist	$350,000	$105,000	2,100,000
Rory Luff	$30,000	$9,000	180,000
Dr Reinout Koopmans	$30,000	$9,000	180,000
Hansjoerg Plaggemars	$30,000	$9,000	180,000
Total	$485,000	$145,000	2,910,000

(c) as this is the first time that the Shareholder approval is being sought for the adoption of the Plan, no Shares have been previously issued under the Plan;
(d) a summary of the material terms and conditions of the Incentive Shares to be issued pursuant to the Plan is set out in section 5.1 above:
(e) The Shares will be issued on the same terms and conditions as all other existing Shares on issue.
(f) the final number of Shares issued will be issued at a cost equal to the value of the Director’s fees that would otherwise be payable by the Company;
(g) the consideration payable will be equal to the Director’s fees foregone by the Director who accepts an offer under the Plan;
(h) the Incentive Shares will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Shares will be issued on one date;
(i) the purpose of the issue of the Incentive Shares is to provide a cost effective way from the Company to remunerate the Related Parties, which 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 the Related Parties;
(j) no loans are being made to the Related Parties in connection with the acquisition of the Incentive Shares;
(k) details of any Shares issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;
(l) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Shares under the Plan after

Resolution 4 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;

(m) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	Options	Performance Rights
Patrick McManus	Nil	Nil	866,250
Chris Gilchrist	1,190,476	595,238	2,475,000
Rory Luff	13,731,282	1,726,190	866,250
Dr Reinout Koopmans	Nil	Nil	866,250
Hansjoerg Plaggemars	Nil	Nil	866,250

Notes:

Fully paid ordinary shares in the capital of the Company (ASX: DAV).
(n) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are at

Related Party	Current Financial Year	Previous Financial Year
Patrick McManus	$45,000	$45,000
Chris Gilchrist	$350,000	$350,000
Rory Luff	$30,000	$30,000
Dr Reinout Koopmans	$30,000	$15,000
Hansjoerg Plaggemars	$25,000	Nil

(o) each Director has a material personal interest in the outcome of Resolutions 5 to 9 on the basis that all of the Directors (or their nominees) are to be issued Incentive Shares should Resolutions 5 to 9 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 5 to 9 of this Notice;

(p) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 5 to 9; and
(q) a voting exclusion statement is included in Resolutions 1 to 14 of the Notice.

6. RESOLUTIONS 10 TO 14 – APPROVAL FOR THE ISSUE OF SHARES TO DIRECTORS

6.1 Background

The Company has agreed, subject to obtaining Shareholder approval, to issue up to 2,553,435 Shares ( Related Party Shares ) to Patrick McManus, Chris Gilchrist, Rory Luff, Dr Reinout Koopmans and Hansjoerg Plaggemars (or their nominees)( Related Parties ) in lieu of fee owed to the Directors as follows:

(a) Resolution 10 : $26,250 owed to Mr McManus in respect of the period from 1 October 2019 to 30 April 2020;
(b) Resolution 11 : $35,000 owed to Dr Gilchrist in respect of the period from 1 October 2019 to 30 April 2020;
(c) Resolution 12 : $12,500 owed to Mr Luff in respect of the period from 1 October 2019 to 30 April 2020;
(d) Resolution 13 : $12,500 owed to Dr Koopmans in respect of the period from 1 October 2019 to 30 April 2020; and
(e) Resolution 14 : $17,500 owed to Mr Plaggemars in respect of the period from 1 October 2019 to 30 April 2020,

on the terms and conditions set out below.

Resolutions 10 to 14 reflect the related parties’ desire to assist the Company to conserve as much cash as possible by agreeing to the issue of Shares in lieu of fees owing to them.

6.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 2.2 above.

The issue of the Related Party Shares constitutes giving a financial benefit and Messrs McManus, Gilchrist, Luff, Koopmans and Plaggemars are related parties of the Company by virtue of being Directors.

As the Related Party Shares are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Related Party Shares. Accordingly, Shareholder approval for the issue of Related Party Shares to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

6.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 2.3 above.

The issue of Related Party Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 10 to 14 seek the required Shareholder approval for the issue of the Related Party Shares under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

6.4 Technical information required by Listing Rule 14.1A

If Resolutions 10 to 14 are passed, the Company will be able to proceed with the issue of the Related Party Shares to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 10 to 14 are not passed, the Company will not be able to proceed with the issue of the Related Party Shares and the Company will be required to renegotiate with the Directors an alternate form of remuneration repayment.

6.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Related Party Shares.

(a) The Related Party Shares will be issued to the following persons:
(i) Dr Chris Gilchrist (and/or his nominees);
(ii) Patrick McManus (and/or his nominees);
(iii) Hansjoerg Plaggemars (and/or his nominees);
(iv) Dr Reinout Koopmans (and/or his nominees); and
(v) Rory Luff (and/or his nominees).
(b) the maximum number of Related Party Shares to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 2,553,435 comprising:

Recipient	Shares	Value of Shares to be
		issued
Chris Gilchrist	860,946 with a deemed issue price of $0.0407 each	$35,000
Patrick McManus	645,081 with a deemed issue price of $0.0407 each	$26,250
Hansjoerg Plaggemars	430,054 with a deemed issue price of $0.0407 each	$17,500
Dr Reinout Koopmans	308,677 with a deemed issue price of $0.0407 each	$12,500
Rory Luff	308,677 with a deemed issue price of $0.0407 each	$12,500
Total	2,553,435	$103,750

(c) the relevant interests of the Related Parties in securities of the Company is set out in section 5.5(m) above;
(d) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are at set out in section 5.5(n) above;

(e) if the Related Party Shares issued to the Related Parties are exercised, a total of 2,553,435 Shares would be issued. This will increase the number of Shares on issue from 172,509,917 (being the total number of Shares on issue as at the date of this Notice) to 175,063,352 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.49%, comprising 0.50% by Chris Gilchrist, 0.38% by Patrick McManus, 0.25% by Hansjoerg Plaggemars, 0.18% Dr Reinout Koopmans and 0.18% by Rory Luff;
(f) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out in section 4 above;
(g) each Director has a material personal interest in the outcome of Resolutions 10 to 14 on the basis that all of the Directors (or their nominees) are to be issued Related Party Shares should Resolutions 10 to 14 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 10 to 14 of this Notice;
(h) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 10 to 14; and
(i) a voting exclusion statement is included in Resolutions 1 to 14 of the Notice.

GLOSSARY

In this Explanatory Statement, the following terms have the following meaning:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 724 791) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules or Listing Rules means the official Listing Rules of ASX.

Board means the board of directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(a) a child of the member’s spouse;
(b) a dependent of the member or the member’s spouse;
(c) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(d) a company the member controls; or
(e) a person prescribed by the Corporations Regulations.

Company means Davenport Resources Limited (ABN 64 153 414 852).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director mean a director of the Company.

Equity Securities has the meaning given in the Listing Rules.

Explanatory Statement means the explanatory statement to this Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Meeting or General Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or means the notice of meeting accompanying this Explanatory Statement.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, 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 shareholder of the Company.

VWAP means the volume weighted average price of the Shares.

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

SCHEDULE 1 – TERMS AND CONDITIONS OF APRIL PLACEMENT OPTIONS

(Entitlement): Each Option entitles the holder to subscribe for one fully paid ordinary Share.
(Exercise Price and Expiry Date): The Options are exercisable at $0.075 each at any time up to 5.00pm (AWST) on 31 July 2023 ("Expiry Date"). Any Option not exercised by the Expiry Date will automatically expire.
(Exercise): To exercise Options, the Option holder must give the Company:
(a) a written exercise notice (in the form approved by the Board from time to time) specifying the number of Options being exercised and Shares to be issued; and
(b) payment of the exercise price for the Shares, the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Company.

The Option holder may only exercise Options in multiples of 5,000 Options unless the Option holder exercises all Options held by the Option holder. Options will be deemed to have been exercised on the date the exercise notice is lodged with the Directors.

(Timing of issue of Shares upon exercise): Within 10 days after receiving an application for exercise of Options and payment by the Option holder of the exercise price, the Company must issue the Option holder the number of Shares specified in the application.
(Ranking of Shares): Subject to the Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.
(Transferability): The Options are transferable.
(Quotation of Options): The Company will apply to ASX for Official Quotation of the Options.
(Quotation of Shares on exercise): The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options.
(Participation rights): The Option holder is not entitled to participate in any issue to existing Shareholders of Securities unless they have exercised their Options before the "record date" for determining entitlements to the issue of Securities and participate as a result of holding Shares. The Company must give the Option holder notice of the proposed terms of the issue or offer in accordance with the Listing Rules.
(Reorganisation): If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option holder (including the number of Options to which the Option holder is entitled to and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(Amendments): The number and exercise price of the Options remains the same regardless if the Company makes a bonus issue of Shares or other Securities to Shareholders.
(Adjustments): Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option holder.

(Governing law): These terms and the rights and obligations of the Option holder are governed by the laws of Western Australia. The Option holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Western Australia.

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TURNSTONE RESOURCES LTD — AGM Information 2020

65958_rns_2020-06-18_04669982-f7e0-470d-96e5-900736b15fc2.pdf

IMPACT OF COVID-19 RESTRICTIONS ON THE COMPANY’S GENERAL MEETING

NOTICE OF GENERAL MEETING

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND ATTACHING PLACEMENT OPTIONS

Voting Exclusion Statement :

2. RESOLUTION 2 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – MR RORY LUFF

Voting Exclusion Statement :

3. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – DR REINOUT KOOPMANS

Voting Exclusion Statement :

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES UNDER THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

5. RESOLUTION 5 – APPROVAL TO PERMIT THE PARTICIPATION OF PATRICK MCMANUS IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

6. RESOLUTION 6 – APPROVAL TO PERMIT THE PARTICIPATION OF CHRIS GILCHRIST IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

7. RESOLUTION 7 – APPROVAL TO PERMIT THE PARTICIPATION OF RORY LUFF IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

8. RESOLUTION 8 – APPROVAL TO PERMIT THE PARTICIPATION OF DR REINOUT KOOPMANS IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

9. RESOLUTION 9 – APPROVAL TO PERMIT THE PARTICIPATION OF HANSJOERG PLAGGEMARS IN THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

10. RESOLUTION 10 – APPROVAL FOR ISSUE OF SHARES TO CHRIS GILCHRIST

Voting Exclusion Statement :

Voting Prohibition Statement:

11. RESOLUTION 11 – APPROVAL FOR ISSUE OF SHARES TO PATRICK MCMANUS

Voting Exclusion Statement :

Voting Prohibition Statement:

12. RESOLUTION 12 – APPROVAL FOR ISSUE OF SHARES TO HANSJOERG PLAGGEMARS

Voting Exclusion Statement :

Voting Prohibition Statement:

13. RESOLUTION 13 – APPROVAL FOR ISSUE OF SHARES TO DR REINOUT KOOPMANS

Voting Exclusion Statement :

Voting Prohibition Statement:

14. RESOLUTION 14 – APPROVAL FOR ISSUE OF SHARES TO RORY LUFF

Voting Exclusion Statement :

Voting Prohibition Statement:

Voting Exclusion Statement :

Dated: 19 June 2020

Voting by proxy

Voting in person

EXPLANATORY STATEMEN T

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND ATTACHING OPTIONS

1.1 Background

1.2 Technical information required by Listing Rule 14.1A

1.3 Technical information required by Listing Rule 7.4

2. RESOLUTION 2 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – MR RORY LUFF

2.1 General

2.2 Chapter 2E of the Corporations Act

2.3 Listing Rule 10.11

2.4 Technical Information Required by Listing Rule 10.13

3. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN APRIL PLACEMENT – DR REINOUT KOOPMANS

3.1 General

3.2 Chapter 2E of the Corporations Act

3.3 Listing Rule 10.11

3.4 Technical information required by Listing Rule 14.1A

3.5 Technical Information required by Listing Rule 10.13

4. RESOLUTION 4 – APPROVAL TO ADOPT DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

4.1 General

4.2 Technical information required by Listing Rule 7.2 (Exception 13)

4.3 Principal terms of the Plan

(c) Minimum and maximum participation

(d) Timing of acquisition and number of Shares

(e) Shares acquired

(f)

Restriction periods

(g) Acquisition costs

(h) Details of Shares issued under Plan

5. RESOLUTIONS 5 TO 9 – APPROVAL TO ISSUE SHARES UNDER THE DIRECTOR AND SENIOR MANAGEMENT FEE AND REMUNERATION SACRIFICE SHARE PLAN

5.1 Shares to be issued under the Plan

5.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

TURNSTONE RESOURCES LTD AGM Information 2020