XENORA MINERALS LTD - Proxy Solicitation & Information Statement 2019

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Todd River Resources Limited A B N 4 5 6 0 0 3 0 8 3 9 8

NOTICE OF GENERAL MEETING

The General Meeting will be held at the Rendezvous Hotel, The Esplanade, Scarborough Western Australia 6019 at 2.00pm (WST) on 12 July, 2019.

Shareholders are urged to attend the meeting or vote by lodging the Proxy Form attached to this Notice.

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9327 0950.

Todd River Resources Limited A B N 4 5 6 0 0 3 0 8 3 9 8

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Todd River Resources Limited (the " Company ") will be held at the Rendezvous Hotel, The Esplanade, Scarborough Western Australia 6019 on 12 July 2019 at 2.00(WST) (the " Meeting ").

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

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 as Shareholders on 10 July 2019 at 5:00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

SPECIAL BUSINESS

Part A – Adoption of New Constitution

Resolution 1 – Adopt New Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, with effect from the close of the meeting and in accordance with section 136 of the Corporations Act, the new constitution set out in Schedule 2 to the Explanatory Memorandum (excluding Schedule 5), be adopted as the constitution of the Company in place of the current constitution.”

Part B – Approval of Proportional Takeover Provisions

Resolution 2 – Approve Proportional Takeover Provisions

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, with effect from the close of the meeting, for the purposes of sections 136 and 648G of the Corporations Act and for all other purposes, the proportional takeover provisions contained in Schedule 3 to the Explanatory Memorandum be inserted, as Schedule 5, into the new constitution set out in Schedule 2 to the Explanatory Memorandum and approved under Resolution 1.”

Part C – Ratification of prior issues

Resolution 3 – Ratification of issue of Shares pursuant to the Strategic 7.1 Placement

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 8,336,656 Shares, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of any person who participated in the issue, or any associate (as defined in the Listing Rules) of that person (or those persons).

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4 – Ratification of issue of Shares pursuant to the Strategic 7.1A Placement

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 13,010,144 Shares, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of any person who participated in the issue, or any associate (as defined in the Listing Rules) of that person (or those persons).

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

OTHER BUSINESS

To consider any other business which may properly be brought before the Meeting in accordance with the Company’s constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Simon Robertson Company Secretary

Dated: 4 June 2019

Todd River Resources Limited A B N 4 5 6 0 0 3 0 8 3 9 8

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at the Rendezvous Hotel, The Esplanade, Scarborough Western Australia 6019 on 12 July at 2.00pm (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

This Explanatory Memorandum includes information to assist Shareholders in deciding how to vote on each of the Resolutions contained in the Notice.

Part A – Adoption of New Constitution

Resolution 1 – Adopt New Constitution

The Company’s constitution (which was released to ASX on 27 October 2017) was adopted in June 2014 as a “shelf company” constitution on incorporation of the Company and has not been amended since. Since that time, there have been developments in relation to the Corporations Act, the Listing Rules, corporate governance principles and general corporate and commercial practice for ASX listed companies. The Company has undertaken a review of its constitution and determined that it is more appropriate to adopt a new constitution rather than make amendments to the current constitution to reflect these changes.

Under section 136(2) of the Corporations Act, amendments to the Company’s constitution may only be made by a special resolution of shareholders. Therefore, Resolution 1 must be passed by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

Many of the differences between the current constitution and proposed new constitution are minor or administrative in nature. The principle differences between the current constitution and the proposed new constitution are outlined below.

Definitions and interpretation

Various defined terms and references used in the constitution have been updated to reflect current terminology, relevant name changes and the current Corporations Act and Listing Rules.

Small Holdings

Schedule 4 of the proposed new constitution provides a procedure by which the Company may sell securities of a holder who has less than a marketable parcel of securities within the meaning of the ASX Listing Rules. Marketable parcel means a parcel of shares of not less than $500 based on the closing price on ASX.

ASX Listing Rule 15.13 provides that an entity’s constitution must not permit it to sell the securities of a holder who has less than a marketable parcel of those securities unless the constitution provides for certain specific matters. The current constitution contains a mechanism for sale of such small holdings in accordance with the Listing Rules. However, the mechanism only applies to securities in a new holding created by a transfer on or after 1 September 1999 and that were worth less than $500 when acquired.

The Company wishes to also have a procedure by which it can deal with small holdings, as provided under Listing Rule 15.13. Listing Rule 15.3 provides that a company may sell the securities of a holder who has less than a marketable parcel of those securities if the constitution provides that:

the entity may only sell the securities of a holder who has less than a marketable parcel of those securities once in any 12 month period;
the entity must notify the holder in writing of its intention;
the holder must be given at least 6 weeks from the date the notice is sent in which to tell the entity that the holder wishes to retain the holding;
if the holder tells the entity that it wishes to retain the holding within that timeframe, the entity will not sell the holding;
the power to sell lapses following the announcement of a takeover. However, the procedure may be started again after the close of the offers made under the takeover;
the entity or the purchaser must pay the costs of the sale; and
the proceeds of the sale will not be sent to the holder until the entity has received any certificate relating to the securities (or is satisfied that the certificate has been lost or destroyed).

The proposed new constitution provides for each of these matters as well as containing a mechanism for the sale of small holdings equivalent to that in the current constitution. The proposed new constitution further provides that the Company may sell the shares:

(a) using a financial services licensee on the basis that person obtains the highest possible price for the shares; or
(b) in any other manner and on any terms as the Directors resolve.

The proposed new constitution has been reviewed and approved by ASX.

Dividends and distributions

The proposed new constitution reflects expressly that the Corporations Act contemplates that dividends can be “declared” as well as “determined”, with different consequences as to when the debt owed by the Company arises.

The proposed new constitution clarifies that the Company may retain any amounts that it is unable to distribute because the relevant holder has not provided the Company with the details of a nominated bank account or registered address, until those details are provided. Such provisions are common in other ASX listed companies’ constitutions.

Direct voting

The ASX Corporate Governance Council has encouraged ASX listed companies to consider ways to facilitate shareholder participation in meetings of shareholders. A number of listed companies on ASX have amended their constitutions to provide for direct voting, or at least to allow the company to implement direct voting in the future. Direct voting enables shareholders to vote on resolutions to be considered at a meeting without the need to attend the meeting or to appoint a proxy (or other representative). A direct vote would usually be submitted before the meeting, in any form approved by the relevant board of directors, such as by fax, post or electronically.

The proposed new constitution includes a new Article 5.14 of the constitution to address direct voting, should the Board decide to implement such a measure in the future. Article 5.14 empowers the Board to determine the appropriate procedures for the implementation of direct voting, including as to the form, method and time requirements applicable. Such procedures are, however, subject to the terms of the constitution, which stipulates certain requirements that will apply. To a significant extent, these requirements replicate the equivalent requirements that apply under the constitution and the Corporations Act to proxy appointments by, for example, stipulating deadlines by which direct votes must be received to be valid, and the manner in which direct votes must be executed or authenticated.

Article 5.14 includes rules regarding the interaction between multiple direct votes by a shareholder and between direct votes that have been lodged with the Company and other forms of voting appointments (including proxy appointments). The Article also provides that a direct vote will not be revoked by the

shareholder’s presence at the relevant general meeting, unless the shareholder informs the Company (or its registry) before the meeting starts that the shareholder wishes to vote on any resolution at the meeting.

Directors

(a) Retirement and re-election of Directors

Article 6.3 of the proposed new constitution, which sets out the provisions relating to the retirement of Directors, more closely reflects the requirements of Listing Rule 14.4, namely that the rules on rotation of Directors do not apply to the managing director of the Company (but if there is more than one managing director, only one is entitled not to be subject to re-election). Article 6.3 also provides that Directors appointed on a casual vacancy during the year (who are subject to re-election at the meeting) are not taken into account in determining the number of Directors to retire by rotation.

(b) Appointment of Directors

Article 6.2(f)(ii) of the new constitution provides that where a shareholder intends to nominate a person for election as a Director at a general meeting, they must give the Company notice of that intention at least 45 Business Days but not more than 90 Business Days before the general meeting. This recognises the need to give shareholders 28 clear days’ notice of the general meeting and the time required for printing and distribution of the notice of meeting, with the 90 Business Day threshold to minimise the administrative difficulty of having too long a nominations period. It takes advantage of Listing Rule 14.3 which provides that an entity must accept nominations up to 35 business days before the date of a general meeting at which directors may be elected, unless the entity’s constitution provides otherwise. The current constitution together with Listing Rule 14.3 potentially requires the Company to accept nominations up to 35 business days before the date of a general meeting except in certain circumstances.

(c) Remuneration of Non-Executive Directors

Article 6.5(a) of the new constitution provides that the total remuneration payable to all Non-Executive Directors must not exceed the maximum amount determined by the Company in general meeting, which amount is currently $500,000 per annum. This is consistent with the current constitution. Article 6.5(b) of the new constitution also clarifies that in calculating a Non-Executive Director’s remuneration for the purposes of the aggregate maximum, any amount paid by the Company to a superannuation or other fund (so that the Company is not required to pay the superannuation guarantee charge) is included, while any amount paid for an insurance premium for insuring a Non-Executive Director against liability, or any securities issued by the Company to the Non-Executive Director that have been approved by shareholders, are excluded. These changes are consistent with Listing Rule 10.17.

(d) Directors vacating office

Unlike the current constitution, Article 6.3(k)(ii) of the proposed new constitution does not provide for the office of a Director to automatically vacate if the Director has been absent from all Board meetings, without the consent of the Board, for more than 6 consecutive months. The proposed article instead provides for such vacation of office if the relevant Director fails to attend three consecutive Board Meetings, without leave of absence or the consent of the Board. This recognises that there can be varying periods between Board meetings, both shorter and longer. The Board considers, as a matter of good corporate governance, that three consecutive meetings is a suitable period of time for this purpose, and that such period of time is consistent with the terms of the constitutions of some other ASX listed companies. The Board notes that the existing constitution absence ground has never been invoked in the past for any Director of the Company.

Article 6.3(k)(iv) of the proposed new constitution provides for the office of a Director to automatically vacate if the Director is an Executive Director (including a managing director) and ceases to be an employee of the Company or of a related body corporate of the Company. The Board considers the inclusion of this ground is appropriate and potentially useful.

Indemnity and insurance

The definition of “Relevant Officer” in Article 1 of Schedule 1 of the new constitution broadens the indemnity provision in Article 7.3 of the new constitution to confirm that an indemnity and insurance may be provided to all officers of the Company, including former officers and officers of the Company’s related bodies corporate.

Article 7.3(c) of the new constitution allows the Company to pay insurance premiums to insure such officers against the matters covered by the indemnity.

Article 7.3(d) of the new constitution allows the Company to enter into an agreement with such officers to keep books of the Company and allow that person and that person's advisers access to those books on the terms agreed. Such rights would be in addition to any informational rights that officers (including Directors) have at common law and under the Corporations Act.

Proxies

Article 5.15 of the new constitution provides for expanded provisions dealing with proxy forms that are not duly executed or validated by the shareholder or that are unclear or incomplete. The provisions confirm that the Company is able to seek written or oral clarification of proxy instructions and amend the proxy form to reflect this clarification (including after the set time for lodgment of the completed proxy form). The Company may also return proxy forms for proper execution or validation by the shareholder and extend the time for lodgment of the completed proxy form.

Proportional takeover provisions

Schedule 5 of the new constitution contains proportional takeover bid approval provisions.

The Resolution to approve the proportional takeover bid provisions in Schedule 5 of the new constitution is the subject of a separate approval which is contained in Resolution 2. The explanatory notes in relation to Resolution 2 are set out in Part B of this Explanatory Memorandum.

A copy of the Company’s current constitution was released to ASX on 27 October 2017 and is available from the Company upon request. A copy of the proposed new constitution will also be available for inspection at the AGM.

Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

Part B – Approval of Proportional Takeover Provisions

Resolution 2 – Approve Proportional Takeover Provisions

The Corporations Act permits a company to include in its constitution provisions prohibiting the registration of a transfer of securities resulting from a proportional takeover bid unless the relevant holders in a general meeting approve the bid.

In the case of the Company, it is proposed that the new constitution should contain such provisions. A company may alter its constitution to insert the relevant provisions. Accordingly, a special resolution is being put to Shareholders under sections 136 and 648G of the Corporations Act to insert Schedule 5 into the constitution.

It is a requirement of the Corporations Act that such provisions in a company’s constitution apply for a maximum period of three years, unless renewed earlier. If Resolution 2 is approved by Shareholders at the Meeting, Schedule 5 of the constitution will operate for three years from the date of the Meeting (i.e. until 12 July 2022), unless renewed earlier.

The Corporations Act requires the Company to provide Shareholders with an explanation of the proposed proportional takeover bid provisions so that Shareholders can make an informed decision on whether or not to vote in favour of the Resolution. Accordingly, the Company provides the following information:

(a) What is a proportional takeover bid?

A proportional takeover bid is an off-market takeover offer sent by the bidder to all shareholders, but only in respect of a specified portion of each shareholder’s shares. Accordingly, if a shareholder accepts in full the offer under a proportional takeover bid, the shareholder will dispose of the specified proportion of their shares in the Company and retain the balance of the shares.

(b) Effect of the proportional takeover bid provisions

The effect of Schedule 5, if inserted, will be that where a proportional takeover bid is made for securities in the Company (i.e. a bid is made for a specified proportion, but not all, of each holder’s bid class securities), the Board must convene a meeting of holders of the relevant securities to vote on a resolution to approve the bid. The meeting must be held, and the resolution voted on, at least 15 days before the offer period under the bid closes.

To be passed, the resolution must be approved by a majority of votes at the meeting, excluding votes by the bidder and its associates. However, the Corporations Act also provides that, if the meeting is not held within the time required, then a resolution to approve the proportional takeover bid will be deemed to have been passed.

If the resolution to approve the proportional takeover bid is passed, or deemed to have been passed, the transfer of securities resulting from acceptance of an offer under that bid will be permitted, and the transfers registered, subject to the Corporations Act and the constitution of the Company.

If the resolution is rejected, the registration of any transfer of securities resulting from an offer under the proportional takeover bid will be prohibited, and the bid deemed to be withdrawn.

Schedule 5 of the constitution will not apply to full takeover bids (for 100% of each Shareholder’s shares).

(c) Reasons for proposing the resolution

In the Board’s view, the relevant Shareholders should have the opportunity to vote on a proposed proportional takeover bid. A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority interest. As a result, the relevant Shareholders may not have the opportunity to dispose of their securities, and risk being part of a minority interest in the Company or suffering loss if the takeover bid causes a decrease in the market price of the securities or makes the shares less attractive and, accordingly, more difficult to sell. Schedule 5 of the constitution would only permit this to occur with the approval of a majority of the relevant holders.

(d) Potential advantages and disadvantages

For the relevant Shareholders, the potential advantages of the provisions in Schedule 5 are that it will provide them with the opportunity to consider, discuss in a meeting called specifically for the purpose, and vote on whether a proportional takeover bid should be approved and proceed. This affords the relevant Shareholders an opportunity to have a say in the future ownership and control of the Company and helps the Shareholders avoid being locked into a minority. The Board believes this will encourage any proportional takeover bid to be structured so as to be attractive to at least a majority of the relevant Shareholders. It may also discourage the making of a proportional takeover bid that might be considered opportunistic.

On the other hand, a potential disadvantage for the relevant Shareholders arising from Schedule 5 of the constitution is that proportional takeover bids may be discouraged by the further procedural steps that the provisions will entail and, accordingly, this may reduce any takeover speculation element in the price of the Company’s securities. Shareholders may be denied an opportunity to sell a portion of their securities at an attractive price where the majority rejects the offer from persons seeking control of the Company. The Directors do not consider that there are any advantages or disadvantages specific to the Directors in relation to the provisions in Schedule 5 of the constitution.

(e) No knowledge of present acquisition proposals

As at the date of this Notice, none of the Directors is aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company by way of a proportional takeover bid or otherwise.

Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

Part C – Ratification of prior issues

Background to Resolutions 3 and 4

On 30 November 2018 the Company announced to ASX that it had issued a total of 21,346,800 Shares at an issue price of $0.094 via a placement to ASX-listed S2 Resources Ltd (the “ Strategic Placement ”). Of those Shares, 8,336,656 were issued pursuant to the Company’s Listing Rule 7.1 capacity (“ Strategic 7.1 Placement ”). The remainder of 13,010,144 Shares were issued pursuant to the Company’s Listing Rule 7.1A capacity (“ Strategic 7.1A Placement ”).

The Company issued the Shares pursuant to the Strategic Placement as one component of a broader capital raising (the other component being a shortfall placement arising from the pro-rata entitlement offer to shareholders announced to ASX on 18 September 2018). The Strategic Placement Shares were issued by way of placement rather than pro-rata issue because the Board believed that it was in the best interests of the Company for S2 Resources Ltd to obtain a 19.99% cornerstone investment (noting that the Company had recently undertaken a pro-rata entitlement offer at a price lower than the Strategic Placement issue price).

Resolution 3 – Ratification of issue of Shares pursuant to the Strategic 7.1 Placement

Please refer to the ‘Background to Resolutions 3 and 4’ above.

Listing Rule 7.1 restricts the number of Equity Securities a company may issue (or agree to issue) in any 12 month period without shareholder approval to 15% of the number of ordinary securities on issue at the commencement of that 12 month period (subject to specified exceptions).

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s members subsequently approve it.

Under this Resolution, the Company seeks from Shareholders approval for, and ratification of, the issue of 8,336,656 Shares to S2 Resources Ltd under Listing Rule 7.1 so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities by the Company in the next 12 months.

For the purposes of Listing Rule 7.5, the following information is provided to Shareholders in relation to the issue of the Shares under the Strategic 7.1 Placement:

(a) the total number of securities issued pursuant to the Strategic 7.1 Placement was 8,336,656 Shares;
(b) the Shares were issued at an issue price of $0.094 per Share;
(c) the Shares were issued on the same terms as the other Shares on issue;
(d) the Shares were issued to S2 Resources Ltd;
(e) funds raised under the Strategic 7.1 Placement are being used to underpin the Company’s 2019 exploration program at the Mt Hardy Project; and
(f) a voting exclusion statement in respect of this Resolution is set out in the Notice.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

Resolution 4 – Ratification of issue of Shares pursuant to the Strategic 7.1A Placement

Please refer to the ‘Background to Resolutions 3 and 4’ above.

Listing Rule 7.1A permits listed entities that:

(a) meet the threshold eligibility criteria; and
(b) have obtained the approval of their ordinary security holders by special resolution at the annual

general meeting,

to issue an additional 10% of issued capital by way of placements over a 12 month period.

The Company is an “eligible entity” and has obtained Shareholder approval by special resolution at its annual general meeting to issue an additional 10% of issued capital by way of placements over a 12 month period.

Issues of securities made in reliance on Listing Rule 7.1A can be approved under Listing Rule 7.4. This has the effect of refreshing the entity’s placement capacity under Listing Rule 7.1 and 7.1A to the extent that the previous issues are ratified.

Under this Resolution, the Company seeks from Shareholders approval for, and ratification of, the issue of 13,010,144 Shares to S2 Resources Ltd under Listing Rule 7.1A so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities by the Company in the next 12 months.

For the purposes of Listing Rule 7.5, the following information is provided to Shareholders in relation to the issue of the Shares under the Strategic 7.1A Placement:

(a) the total number of securities issued pursuant to the Strategic 7.1A Placement was 13,010,144 Shares;
(b) the Shares were issued at an issue price of $0.094 per Share;
(c) the Shares were issued on the same terms as the other Shares on issue;
(d) the Shares were issued to S2 Resources Ltd;
(e) funds raised under the Strategic 7.1A Placement are being used to underpin the Company’s 2019 exploration program at the Mt Hardy Project; and
(f) a voting exclusion statement in respect of this Resolution is set out in the Notice.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

If you appoint the Chairman as your proxy, or the Chairman is appointed as your proxy by default, please note that the Chairman intends to vote all undirected proxies held by him, and which are able to be voted, in favour of all Resolutions.

Voting Exclusions

To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 1 if the person is either a member of a Group Company’s key management personnel or a closely related party of such a member and the appointment does not specify the way the proxy is to vote on the relevant Resolution. However, the proxy may vote if the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of a Group Company’s key management personnel.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of a Group Company's key management personnel.

Schedule 1 – Definitions

In this Explanatory Memorandum, Notice and Proxy Form:

associates has the same meaning as in the Corporations Act.

ASX means ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Chairman means the person appointed to the chair of the Meeting convened by this Notice.

Company means Todd River Resources Limited ABN 45 600 308 398.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum to this Notice.

General Meeting means a general meeting of the Company.

Group Company means the Company or any of its Subsidiaries.

Listing Rules means the Listing Rules of ASX.

Meeting has the meaning given in the introductory paragraph of this Notice.

Non-Executive Director means a non-executive director of the Company.

Notice means this notice of meeting.

Proxy Form means the proxy form attached to this Notice.

Resolution means a resolution contained in this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a person entered in the Company’s register as a holder of a Share.

Strategic 7.1 Placement has the meaning given in part C of the Explanatory Memorandum.

Strategic 7.1A Placement has the meaning given in part C of the Explanatory Memorandum. Strategic Placement has the meaning given in part C of the Explanatory Memorandum. Subsidiary has the meaning given in the Corporations Act.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.

Schedule 2 – Proposed New Constitution

Constitution

Todd River Resources Limited

ABN 45 600 308 398

Constitution Todd River Resources Limited

	Contents
1	Preliminary	1
	Definitions and Interpretation	1
	Nature of the Company	1
	Replaceable rules	1
2	SHARES	1
	Issue of Shares and options	1
	Preference Shares	1
	Variation of classes and class rights	2
	Converting Shares	2
	Reductions of capital and buy-backs	2
	Unmarketable parcels of Shares	2
	Registered holder is absolute owner	3
	Holding statements and certificates	3
3	CALLS, COMPANY PAYMENTS, FORFEITURE AND LIENS	3
4	TRANSFER OF SHARES	3
	Electronic transfer systems	3
	Forms of transfer	3
	Instrument of transfer	4
	Transferor is holder until transfer registered	4
	Refusal to register transfers	4
	No registration fee	5
	Transmission of Shares	5
5	PROCEEDINGS OF MEMBERS	5
	Who can call meetings of Members	5
	Annual General Meeting	5
	How to call meetings of Members	6
	Right to attend meetings	6
	Meeting at more than one place	7
	Quorum	7
	Chairperson	8
	General conduct of meetings	8
	Resolutions of Members	9
	Polls	9
	Adjourned, cancelled and postponed meetings	10
	Number of votes	11
	Objections to qualification to vote	12
	Direct Votes	12
	Proxies, attorneys and Representatives	13
6	DIRECTORS	16
	Number of Directors	16
	Appointment of Directors	16
	Retirement of Directors and vacation of office	17
	Alternate Directors	18
	Remuneration of Directors	19
	Interests of Directors	20
7	OFFICERS	21
	Managing Director	21
	Secretary	22

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B7164 - 75385761.3

Constitution Todd River Resources Limited

	Indemnity and insurance	22
8	POWERS OF THE COMPANY AND DIRECTORS	23
	General powers	23
	Execution of documents	23
	Committees and delegates	23
	Attorney or agent	24
9	PROCEEDINGS OF DIRECTORS	24
	Written resolutions of Directors	24
	Meetings of Directors	24
	Who can call meetings of Directors	25
	How to call meetings of Directors	25
	Quorum	25
	Chairperson	25
	Resolutions of Directors	26
10	DIVIDENDS	27
	Determination of Dividends	27
	Resolution of distribution difficulties	27
	Dividends for different classes	28
	Dividends proportional to paid up capital	28
	Effect of a transfer on Dividends	28
	No interest on Dividends	28
	Unpaid amounts	28
	Capitalisation of profits	28
	Distributions of assets	29
	Dividend plans	29
11	NOTICES AND PAYMENTS	29
	Notice to Members	29
	Notice to Directors	30
	Notice to the Company	30
	Time of service	30
	Signatures	31
	Payments	31
12	WINDING UP	32
	Distributions proportional to paid up capital	32
	Distributions of assets	32
Schedule 1 – Definitions and Interpretation		1
Schedule 2 – Calls, Company Payments, Forfeiture and Liens		5
Schedule 3 – Transmission		12
Schedule 4 – Unmarketable Parcels		13
Schedule 5 – Proportional Takeover Bid Approval		16
Schedule 6 – Preference Shares		17

Constitution Todd River Resources Limited

Date

Constitution

1 Preliminary

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Definitions and Interpretation

Schedule 1 applies and forms part of this Constitution.

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Nature of the Company

The Company is a public company limited by shares.

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Replaceable rules

The replaceable rules in the Corporations Act do not apply to the Company.

2 SHARES

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Issue of Shares and options

(a) Subject to the Applicable Law and any rights and restrictions attached to a class of Shares, the Company may:
(i) allot and issue unissued Shares; and
(ii) grant options over unissued Shares,

on any terms, at any time and for any consideration, as the Directors resolve.

(b) The powers of the Company under Article 2.1(a) may only be exercised by the Directors.

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Preference Shares

(a) The Company may issue any Shares as preference Shares including:
(i) preference Shares which are liable to be redeemed in a manner permitted by the Corporations Act; and
(ii) preference Shares in accordance with the terms of Schedule 6.
(b) Holders of preference Shares have the same rights as holders of ordinary Shares in relation to receiving notices, reports and audited accounts, and attending meetings of Members.
(c) A holder of a preference Share only has the right to vote:
(i) during a period during which a dividend (or part of a dividend) in respect of the Share is in arrears;
(ii) on a proposal to reduce the share capital of the Company;
(iii) on a resolution to approve the terms of a buy-back agreement;

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(iv) on a proposal that affects rights attached to the Share;
(v) on a proposal to wind up the Company;
(vi) on a proposal for the disposal of the whole of the property, business and undertaking of the Company;
(vii) during the winding up of the Company; and
(viii) in any other circumstances in which the Applicable Law requires holders of preference Shares to be entitled to vote.

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Variation of classes and class rights

(a) Subject to the Corporations Act and the terms of issue of Shares in a particular class, the Company may:
(i) vary or cancel rights attached to Shares in that class; or
(ii) convert Shares from one class to another, by a special resolution of the Company and:
(iii) a special resolution passed at a meeting of the Members holding Shares in that class; or
(iv) the written consent of Members who are entitled to at least 75% of the votes that may be cast in respect of Shares in that class.
(b) The provisions in this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under Article 2.3(a)(iii).

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Converting Shares

The Company may by ordinary resolution passed at a general meeting convert all or any of its Shares into a larger or smaller number of Shares.

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Reductions of capital and buy-backs

(a) Subject to the Applicable Law, the Company may:
(i) reduce its share capital; and
(ii) buy-back Shares in itself, on any terms and at any time.
(b) The method of distribution of a reduction of the share capital of the Company may include any or all of the payment of cash, the issue of Shares, the grant of options or other securities, the transfer of shares or any other securities in any other body corporate or units in any unit trust or the transfer of any other assets.
(c) If a distribution of a reduction of the share capital of the Company includes an issue or transfer of shares in a body corporate or units in a unit trust, each Member:
(i) agrees to become a member of that body corporate or unit trust; and
(ii) in the case of transfer, appoints the Company and each Director as its agent to execute an instrument of transfer or other document required to transfer those shares or units in the unit trusts to that Member.

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Unmarketable parcels of Shares

Schedule 4 applies and forms part of this Constitution.

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Registered holder is absolute owner

Except as required by law, the ASX Settlement Operating Rules or this Constitution, the Company is not required to recognise any interest in, or right in respect of, a Share except an absolute right of legal ownership of the Member registered as the holder of that Share.

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Holding statements and certificates

(a) Subject to the Applicable Law, the Company may not issue certificates for Shares, or cancel existing certificates for Shares without issuing any replacement certificates, if the Directors so resolve.
(b) The Company must issue to each Member, in accordance with the Applicable Law, statements of the holdings of Shares registered in the Member's name.
(c) Subject to Article 2.8(a) and the Applicable Law, the Company must issue to each Member, free of charge and in accordance with the Applicable Law, one certificate in respect of each class of Shares registered in the Member's name.
(d) If a Share is jointly held:
(i) the Company is not required to issue more than one certificate for the Share; and
(ii) delivery of a certificate for the Share to any one of the joint holders of the Share is delivery to all the joint holders.
(e) Subject to Article 2.8(a) and the Corporations Act, the Company must issue a replacement certificate for a Share if:
(i) the Company receives and cancels the existing certificate; or
(ii) the Company is satisfied that the existing certificate is lost or destroyed, and the Member complies with all conditions set out in the Corporations Act and pays any fee as the Directors resolve.

3 CALLS, COMPANY PAYMENTS, FORFEITURE AND LIENS

Schedule 2 applies and forms part of this Constitution.

4 TRANSFER OF SHARES

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Electronic transfer systems

The Company may do any act, matter or thing permitted under the Applicable Law to facilitate involvement by the Company in any clearing and settlement facility provided under the Applicable Law for the transfer of securities.

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Forms of transfer

(a) Subject to this Constitution, a Member may transfer one or more Shares the Member holds by:
(i) a Proper ASTC Transfer;
(ii) an instrument of transfer in compliance with this Constitution; or
(iii) any other method permitted by the Applicable Law.

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(b) Excepted as permitted by the Listing Rules or ASX, a Member must not dispose of restricted securities during the escrow period for those securities.

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Instrument of transfer

An instrument of transfer of a Share referred to in Article 4.2(a)(ii) must be:

(a) an instrument which is a proper instrument of transfer for the purposes of the Corporations Act;
(b) in any usual form or in any other form approved by the Directors that is otherwise permitted by law;
(c) subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee;
(d) stamped, if required by a law about stamp duty; and
(e) delivered to the Company, at the place where the Register is kept, together with the certificate (if any) of the Share to be transferred and any other evidence as the Directors require to prove:
(i) the title of the transferor to that Share;
(ii) the right of the transferor to transfer that Share; and
(iii) the proper execution of the instrument of transfer.

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Transferor is holder until transfer registered

Subject to the ASX Settlement Operating Rules, a person transferring a Share remains the registered holder of that Share until a Proper ASTC Transfer has been effected or the transfer for that Share is registered and the name of the person to whom the Share is being transferred is entered in the Register as the holder of that Share.

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Refusal to register transfers

(a) Subject to:
(i) the Applicable Law;
(ii) Article 4.3 and this Article 4.5; and
(iii) paragraph 2.1(c) of Schedule 2,

the Company must not refuse or fail to register a transfer of Shares.

(b) The Company may refuse to register a transfer of Shares where the Applicable Law permits the Company to do so.
(c) The Company must refuse to register a transfer of Shares where the Applicable Law or a law about stamp duty requires the Company to do so.
(d) Except as permitted by the Listing Rules or ASX, the Company must refuse to acknowledge a disposal (including registering a transfer) of restricted securities during the escrow period for those securities.
(e) Schedule 5 applies and forms part of the Constitution.

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(f) The Company may apply, or may ask ASX Settlement to apply, a holding lock (including to prevent a transfer, or to refuse to register a paper-based transfer document) where the Applicable Law permits the Company to do so.
(g) The Company must give notice in writing of any refusal to register a transfer of Shares, and the reasons for the refusal, to the person transferring those Shares and the person who lodged the transfer (if not the same person) in accordance with the Applicable Law.
(h) The Company must give notice in writing of any holding lock, and the reasons for the holding lock, to the Member of those Shares within 5 Business Days after the date on which the Company asked for the holding lock.
(i) Failure by the Company to give notice under Article 4.5(g) or 4.5(h) does not invalidate the refusal to register the transfer or the holding lock.
(j) The powers of the Company under Articles 4.5(b)and 4.5(f) may only be exercised by the Directors.

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No registration fee

The Company must not charge a fee to register a transfer of a Share in compliance with this Constitution except as permitted by the Applicable Law.

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Transmission of Shares

Schedule 3 applies and forms part of this Constitution.

5 PROCEEDINGS OF MEMBERS

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Who can call meetings of Members

(a) Subject to the Corporations Act, the Directors may call a meeting of Members at a time and place as the Directors resolve.
(b) Subject to the Corporations Act, a Director may call a meeting of Members at a time and place as that Director determines.
(c) The Directors must call and arrange to hold a general meeting of the Company on the request of Members made in accordance with the Corporations Act.
(d) The Members may call and arrange to hold a general meeting of the Company as provided by the Corporations Act.

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Annual General Meeting

(a) The Company must hold an AGM if required by, and in accordance with, the Applicable Law.
(b) The business of an AGM may include any of the following, even if not referred to in the notice of meeting:
(i) the consideration of the annual financial report, Director's report and auditor's report for the Company;
(ii) the election of Directors;
(iii) the appointment of the auditor of the Company; and
(iv) the fixing of the remuneration of the auditor of the Company.

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How to call meetings of Members

(a) The Company must give not less than Prescribed Notice of a meeting of Members.
(b) Notice of a meeting of Members must be given to ASX, each Member, each Director, each Alternate Director and any auditor of the Company.
(c) Holders of preference Shares have the same rights as holders of ordinary Shares to:
(i) receive notice of a meeting of Members; and
(ii) receive notices, reports and financial reports of the Company.
(d) Subject to Article 5.11(h), a notice of a meeting of Members must:
(i) set out the place, date and time for the meeting (and if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this);
(ii) state the general nature of the business of the meeting; and
(iii) set out or include any other information or documents specified by the Applicable Law.
(e) Subject to the Corporations Act, a notice of a meeting of Members may state the date and time (being not more than 48 hours before the meeting) at which persons will be taken for the purposes of the meeting to hold Shares.
(f) A person may waive notice of any meeting of Members by notice in writing to the Company to that effect.
(g) Subject to the Corporations Act, anything done (including the passing of a resolution) at a meeting of Members is not invalid because either or both a person does not receive notice of the meeting or the Company accidentally does not give notice of the meeting to a person.

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Right to attend meetings

(a) Each Eligible Member and any auditor of the Company is entitled to attend any meetings of Members.
(b) Holders of preference Shares have the same rights as holders of ordinary Shares to attend a meeting of Members.
(c) Subject to this Constitution, each Director is entitled to attend and speak at all meetings of Members.
(d) The chairperson of a meeting of Members may refuse any person admission to, or require a person to leave and remain out of, the meeting if that person:
(i) in the opinion of the chairperson, is not complying with the reasonable directions of the chairperson;
(ii) has any audio or visual recording device;
(iii) has a placard or banner;
(iv) has an article the chairperson considers to be dangerous, offensive or liable to cause disruption;

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(v) refuses to produce or to permit examination of any article, or the contents of any article, in the person’s possession;
(vi) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or
(vii) is not:
(A) an Eligible Member;
(B) a proxy, attorney or Representative of an Eligible Member;
(C) a Director; or
(D) an auditor of the Company.

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Meeting at more than one place

(a) A meeting of Members may be held in 2 or more places linked together by any technology that:
(i) gives the Eligible Members as a whole in those places a reasonable opportunity to participate in proceedings;
(ii) enables the chairperson to be aware of proceedings in each place; and
(iii) enables the Eligible Members in each place to vote on a show of hands and on a poll.
(b) If a meeting of Members is held in 2 or more places under Article 5.5(a):
(i) an Eligible Member present at one of the places is taken to be present at the meeting; and
(ii) the chairperson of that meeting may determine at which place the meeting is taken to have been held.

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Quorum

(a) A quorum for a meeting of Members is 2 Eligible Members entitled to vote at that meeting.
(b) In determining whether a quorum for a meeting of Members is present:
(i) where more than one proxy, attorney or Representative of an Eligible Member is present, only one of those persons is counted;
(ii) where a person is present as an Eligible Member and as a proxy, attorney or Representative of another Eligible Member, that person is counted separately for each appointment provided that there is at least one other Eligible Member present; and
(iii) where a person is present as a proxy, attorney or Representative for more than one Eligible Member, that person is counted separately for each appointment provided that there is at least one other Eligible Member present.
(c) A quorum for a meeting of Members must be present at the commencement of the meeting. If a quorum is present at the commencement of a meeting of Members, it

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is taken to be present throughout the meeting unless the chairperson otherwise determines.

(d) If a quorum is not present within 30 minutes after the time appointed for a meeting of Members:
(i) if the meeting was called under Article 5.1(c) or Article 5.1(d), the meeting is dissolved; and
(ii) any other meeting is adjourned to the date, time and place as the Directors may by notice to the Members appoint, or failing any appointment, to the same day in the next week at the same time and place as the meeting adjourned.
(e) If a quorum is not present within 30 minutes after the time appointed for an adjourned meeting of Members, the meeting is dissolved.

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Chairperson

(a) The chairperson of Directors (if any) must (if present within 15 minutes after the time appointed for the holding of the meeting and willing to act) chair each meeting of Members.
(b) If there is no chairperson of Directors or the chairperson of Directors will be unable to attend a meeting of Members, the Directors may, by majority vote at any time prior to a meeting of Members, elect a person to chair a meeting of Members.
(c) If at a meeting of Members:
(i) there is no chairperson of Directors;
(ii) the chairperson of Directors is not present within 15 minutes after the time appointed for the holding of a meeting of Members; or
(iii) the chairperson of Directors is present within that time but is not willing to chair all or part of that meeting,

the Directors present may, by majority vote, elect a person present to chair all or part of the meeting of Members.

(d) Subject to Article 5.7(a) or Article 5.7(c), if at a meeting of Members:
(i) a chairperson of that meeting has not been elected by the Directors under Article 5.7(b) or Article 5.7(c); or
(ii) the chairperson elected by the Directors is not willing to chair all or part of a meeting of Members,

the Eligible Members present must elect another person present and willing to act to chair all or part of that meeting.

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General conduct of meetings

(a) Subject to the Corporations Act, the chairperson of a meeting of Members is responsible for the general conduct of that meeting and for the procedures to be adopted at that meeting.
(b) The chairperson of a meeting of Members may:

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(i) make rulings or adjourn a meeting of Members without putting the question (or any question) to the vote if that action is required to ensure the orderly conduct of the meeting;
(ii) determine the procedures to be adopted for the casting or recording of votes;
(iii) determine any dispute concerning the admission, validity or rejection of a vote at a meeting of Members;
(iv) subject to the Corporations Act, terminate debate or discussion on any matter being considered at the meeting and require that matter be put to a vote;
(v) subject to the Corporations Act, refuse to allow debate or discussion on any matter which is not business referred to in the notice of that meeting or is not business referred to in Article 5.2(b); or
(vi) subject to the Corporations Act, refuse to allow any amendment to be moved to a resolution set out in the notice of that meeting.
(c) The chairperson of a meeting of Members may delegate any power conferred by this Article to any person.
(d) The powers conferred on the chairperson of a meeting of Members under this Article 5.8 do not limit the powers conferred by law.

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Resolutions of Members

(a) Subject to the Corporations Act, and except where a resolution requires a special majority, a resolution at a meeting of Members is passed if the number of votes cast in favour of the resolution by Members entitled to vote on the resolution exceeds the number of votes cast against the resolution by Members entitled to vote on the resolution.
(b) Unless a poll is requested in accordance with Article 5.10, a resolution put to the vote at a meeting of Members must be decided on a show of hands.
(c) A declaration by the chairperson of a meeting of Members that a resolution on a show of hands is passed, passed by a particular majority, or not passed, and an entry to that effect in the minutes of the meeting, are sufficient evidence of that fact, unless proved incorrect.

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Polls

(a) A poll may be demanded on any resolution at a meeting of Members.
(b) A poll on a resolution at a meeting of Members may be demanded by:
(i) at least 5 Eligible Members present and entitled to vote on that resolution; (ii) one or more Eligible Members present and who are together entitled to at least 5% of the votes that may be cast on that resolution on a poll; or
(iii) the chairperson of that meeting.
(c) A poll on a resolution at a meeting of Members may be demanded:
(i) before a vote on that resolution is taken; or

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(ii) before or immediately after the results of the vote on that resolution on a show of hands are declared.
(d) A demand for a poll may be withdrawn.
(e) A poll demanded on a resolution at a meeting of Members other than for the election of a chairperson of that meeting or the adjournment of that meeting must be taken in the manner and at the time and place the chairperson directs.
(f) A poll demanded on a resolution at a meeting of Members for the election of a chairperson of that meeting or the adjournment of that meeting must be taken immediately.
(g) The result of a poll demanded on a resolution of a meeting of Members is a resolution of that meeting.
(h) A demand for a poll on a resolution of a meeting of Members does not prevent the continuance of that meeting or that meeting dealing with any other business.

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Adjourned, cancelled and postponed meetings

(a) Subject to the Corporations Act, the chairperson:
(i) may adjourn a meeting of Members to any day, time and place; and
(ii) must adjourn a meeting of Members if the Eligible Members present with a majority of votes that may be cast at that meeting agree or direct the chairperson to do so. The chairperson may adjourn that meeting to any day, time and place.
(b) No person other than the chairperson of a meeting of Members may adjourn that meeting.
(c) The Company is only required to give notice of a meeting of Members resumed from an adjourned meeting if the period of adjournment exceeds 28 days.
(d) Only business left unfinished is to be transacted at a meeting of Members resumed after an adjournment.
(e) Subject to the Corporations Act and this Article 5.11, the Directors may at any time postpone or cancel a meeting of Members by giving notice not less than 5 Business Days before the time at which the meeting was to be held to ASX and each person who is, at the date of the notice:
(i) a Member;
(ii) a Director or Alternate Director; or
(iii) an auditor of the Company.
(f) A general meeting called under Article 5.1(c) must not be cancelled by the Directors without the consent of the Members who requested the meeting.
(g) A general meeting called under Article 5.1(d) must not be cancelled or postponed by the Directors without the consent of the Members who called the meeting.
(h) A notice under Article 5.11(c) of a meeting of Members resumed from an adjourned meeting and a notice postponing a meeting of Members must set out the place, date and time for the revised meeting (and if the revised meeting is to be held in 2 or more places, the technology that will be used to facilitate this).

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Number of votes

(a) Subject to this Constitution and any rights or restrictions attached to a class of Shares, on a show of hands at a meeting of Members, every Eligible Member present has one vote.
(b) Subject to this Constitution and any rights or restrictions attached to a class of Shares, on a poll at a meeting of Members, every Eligible Member present has:
(i) one vote for each fully paid up Share (whether the issue price of the Share was paid up or credited or both) that the Eligible Member holds; and
(ii) a fraction of one vote for each partly paid up Share that the Eligible Member holds. The fraction is equal to the proportion which the amount paid up on that Share (excluding amounts credited) is to the total amounts paid up and payable (excluding amounts credited) on that Share.
(c) Amounts paid in advance of a call on a Share are ignored when calculating the proportion under Article 5.12(b)(ii).
(d) If the total number of votes to which an Eligible Member is entitled on a poll does not constitute a whole number, the Company must disregard the fractional part of that total.
(e) A holder of a preference Share has the right to vote in the following circumstances only:
(i) during a period during which a Dividend (or part of a Dividend) in respect of the Share is in arrears;
(ii) on a proposal to reduce the share capital of the Company;
(iii) on a resolution to approve the terms of a buy-back agreement;
(iv) on a proposal that affects rights attached to the Share;
(v) on a proposal to wind up the Company;
(vi) on a proposal for the disposal of the whole of the property, business and undertaking of the Company;
(vii) during the winding up of the Company; and
(viii) in any other circumstances in which the Applicable Law requires holders of preference Shares to be entitled to vote.
(f) If a Share is held jointly and more than one Member votes in respect of that Share, only the vote of the Member whose name appears first in the Register counts.
(g) A person may vote in respect of a Share at a meeting of Members if:
(i) the person is entitled to be registered as the holder of that Share because of a Transmission Event; and
(ii) the person satisfied the Directors of that entitlement not less than 48 hours before that meeting.
(h) A Member who holds restricted securities is not entitled to any voting rights in respect of those restricted securities during:

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(i) a breach of the Listing Rules relating to those restricted securities; or
(ii) a breach of a restriction agreement.
(i) An Eligible Member present at a meeting of Members is not entitled to vote on any resolution in respect of any Shares on which any calls due and payable in respect of those Shares have not been paid.
(j) An Eligible Member present at a meeting of Members is not entitled to vote on a resolution at that meeting where that vote is prohibited by the Applicable Law, an order of a court of competent jurisdiction or ASX.
(k) The Company must disregard any vote on a resolution purported to be cast by a Member present at a meeting of Members where that person is not entitled to vote on that resolution.
(l) The authority of any proxy or attorney for an Eligible Member to speak or vote at a meeting of Members in respect of the Shares to which the authority relates is suspended while the Eligible Member is present in person at that meeting.
(m) If more than one proxy or attorney for an Eligible Member is present at a meeting of Members:
(i) none of them is entitled to vote on a show of hands; and
(ii) on a poll, the vote of each one is of no effect where the aggregate number or proportion of the Eligible Member's votes for which they have been appointed exceeds the total number or proportion of votes that could be cast by the Eligible Member.

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Objections to qualification to vote

(a) An objection to the qualification of any person to vote at a meeting of Members may only be made:
(i) before that meeting, to the Directors; or
(ii) at that meeting (or any resumed meeting if that meeting is adjourned), to the chairperson of that meeting.
(b) Any objection under Article 5.13(a) must be decided by the Directors or the chairperson of the meeting of Members (as the case may be), whose decision, made in good faith, is final and conclusive.

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Direct Votes

(a) The Directors may, subject to this Constitution, prescribe regulations, rules and procedures in relation to the giving of Direct Votes (including specifying the form, method and timing of giving a Direct Vote at or for the purposes of a meeting of Members in order for the vote to be valid) and for revoking a Direct Vote. Without limitation, such regulations, rules and procedures may permit a Member to give a Direct Vote prior to the particular meeting of Members. The Directors must specify in the notice of meeting, or in any document accompanying the notice of meeting or otherwise made available to Members for the purpose of the meeting, the form, method and timing of giving a Direct Vote in order for the Direct Vote to be valid.
(b) If sent by post or fax, a Direct Vote must be signed by the Member or by a properly authorised attorney, or if the Member is a Company, either under seal or by a duly authorised officer or Representative.

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(c) If sent or lodged electronically, a Direct Vote is taken to have been signed if it has been signed or authorised by the Member in the manner approved by the Directors or specified in the notice of meeting.
(d) At least 48 hours before the time for holding the particular meeting of Members, adjourned meeting or a poll at which a person proposes to cast a notice of their voting intention (or at any other time as the Directors may permit or as specified by the Corporations Act), the Company must receive at its registered office or at such other electronic address or by such other electronic means specified for that purpose in the notice of meeting:
(i) the Direct Vote; and
(ii) if relevant, any power or authority under which the Direct Vote was signed or a certified copy of that power or authority if not already lodged with the Company.
(e) A Direct Vote is valid if it contains the Member’s name and address or any applicable identifying notations approved by the Directors or specified in the notice of meeting.
(f) a Direct Vote by a Member is not revoked by the Member attending the meeting of Members unless the Member instructs the Company (or at the Company’s instruction, the Company’s share registry) prior to the meeting that the Member wishes to vote in person on any or all of the resolutions to be put before the meeting, in which case the Direct Vote by the Member is revoked.
(g) A Direct Vote by a Member is automatically revoked if the Company receives a further valid Direct Vote from the Member.
(h) A Direct Vote by a Member is automatically revoked if, after the Direct Vote is received, the Company receives a valid proxy, attorney or Representative appointment in respect of that Member for the particular meeting.
(i) A Direct Vote by a Member revokes the authority of a previously provided proxy, power of attorney or Representative under Article 5.15, in respect of that Member for the particular meeting.
(j) A Direct Vote by a Member is valid even if prior to the vote being counted:
(i) the Member becomes of unsound mind or dies;
(ii) the Member wishes to change their vote; or
(iii) where the Direct Vote is given on behalf of the Member by an attorney, the appointment of the attorney or the authority under which the appointment was made is revoked,

if no notice in writing of the relevant event has been received by the Company at its registered office at least 48 hours (or any shorter period as the Directors may permit or specified in the Corporations Act) before the commencement of the meeting of Members or adjourned meeting to which the Direct Vote relates.

(k) If the chair of the meeting determines it is appropriate, a Direct Vote by a Member on a resolution is taken to be a Direct Vote on the resolution as amended.

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Proxies, attorneys and Representatives

(a) An Eligible Member, who is entitled to attend and cast a vote at a meeting of Members, may vote on a show of hands and on a poll:

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(i) in person or, if the Member is a body corporate, by its Representative appointed in accordance with the Corporations Act;
(ii) by proxy or, if the Member is entitled to cast two or more votes at the meeting, by not more than 2 proxies; or
(iii) by attorney or, if the Member is entitled to cast two or more votes at the meeting, by not more than 2 attorneys.
(b) A proxy, attorney or Representative of a Member need not be a Member.
(c) A Member may appoint a proxy, attorney or Representative for:
(i) all or any number of meetings of Members; or
(ii) a particular meeting of Members.
(d) An instrument appointing a proxy is valid if it is signed by the Member making the appointment and contains:
(i) the name and address of that Member;
(ii) the name of the Company;
(iii) the name of the proxy or the name of the office of the proxy; and
(iv) the meetings of Members at which the proxy may be used.
(e) The chairperson of a meeting of Members may determine that an instrument appointing a proxy is valid even if it contains only some of the information specified in Article 5.15(d).
(f) An instrument appointing an attorney or Representative must be in a form as the Directors may prescribe or the chairperson of a meeting of Members may accept.
(g) Subject to the Corporations Act, the decision of the chairperson of a meeting of Members as to the validity of an instrument appointing a proxy, attorney or Representative is final and conclusive.
(h) Unless otherwise provided in the Corporations Act or in the instrument appointing a proxy or attorney, a proxy or attorney may:
(i) agree to a meeting of Members being called by shorter notice than is required by the Corporations Act or this Constitution;
(ii) agree to a resolution being either or both proposed and passed at a meeting of Members of which notice of less than 28 days is given;
(iii) speak on any resolution at a meeting of Members on which the proxy or attorney may vote;
(iv) vote at a meeting of Members (but only to the extent allowed by the appointment);
(v) demand or join in demanding a poll on any resolution at a meeting of Members on which the proxy or attorney may vote; and
(vi) attend and vote at any meeting of Members which is rescheduled or adjourned.

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(i) Unless otherwise provided in the Corporations Act or in the instrument appointing a proxy or attorney, a proxy or attorney may vote on:
(i) any amendment to a resolution on which the proxy or attorney may vote;
(ii) any motion not to put that resolution or any similar motion; and
(iii) any procedural motion relating to that resolution, including a motion to elect the chairperson of a meeting of Members, vacate the chair or adjourn that meeting,

even if the appointment directs the proxy or attorney how to vote on that resolution.

(j) The Company must only send a form of proxy to Eligible Members in respect of a meeting of Members which provides for the Eligible Member:
(i) to appoint proxies of the Eligible Member's choice, but may specify who is to be appointed as proxy if the Eligible Member does not choose; and
(ii) to vote for or against each resolution, and may also provide for the Eligible Member to abstain from voting on each resolution or for the proxy to exercise a discretion to vote for or against each resolution.
(k) If the name of the proxy or the name of the office of the proxy in a proxy form of an Eligible Member is not filled in, the proxy of that Eligible Member is:
(i) the person specified by the Company in the form of proxy in the case the Eligible Member does not choose; or
(ii) if no person is so specified, the chairperson of that meeting.
(l) If the proxy form has not been duly signed or validated, the Company may return the appointment to the appointment Member and request that the Member sign or validate the proxy form and return it to the Company within a specified period (which may be later than the time specified in the relevant notice of meeting for receipt of proxy forms).
(m) If the proxy form is otherwise incomplete or unclear, the Company may, by written or oral communication, clarify with a Member any instruction on the proxy form and complete or amend the contents of any proxy form to reflect any clarification in instruction received from the Member (which completion or amendment may occur later than the time specified in the relevant notice of meeting for receipt of proxy forms). For this purpose, the Member appoints the Company as attorney.
(n) Nothing obliges the Directors or the Company to do anything referred to in Articles 5.15(l) or (m).
(o) An Eligible Member may specify the manner in which a proxy or attorney is to vote on a particular resolution at a meeting of Members.
(p) The appointment of a proxy or attorney by an Eligible Member may specify the proportion or number of the Eligible Member’s votes that the proxy or attorney may exercise.
(q) If an Eligible Member appoints 2 persons as proxy or attorney, and the appointment does not specify the proportion or number of the Eligible Member's votes those persons may exercise, those persons may exercise one half of the votes of the Eligible Member.

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(r) If the total number of votes to which a proxy or attorney is entitled to exercise does not constitute a whole number, the Company must disregard the fractional part of that total.
(s) An appointment of proxy or attorney for a meeting of Members is effective only if the Company receives the appointment (and any authority under which the appointment was signed or a certified copy of the authority) not less than:
(i) 48 hours before the time scheduled for commencement of that meeting; or (ii) in the case of a meeting which has been adjourned, 48 hours before the time scheduled for resumption of the meeting.
(t) Unless the Company has received notice in writing of the matter not less than 48 hours before the time scheduled for the commencement of a meeting of Members, a vote cast at that meeting by a person appointed by an Eligible Member as a proxy, attorney or Representative is, subject to this Constitution and the Applicable Law, valid even if, before the person votes:
(i) there is a Transmission Event in respect of that Eligible Member;
(ii) that Eligible Member revokes the appointment of that person;
(iii) that Eligible Member revokes the authority under which the person was appointed by a third party; or
(iv) that Eligible Member transfers the Shares in respect of which the appointment is made.

6 DIRECTORS

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Number of Directors

(a) The Company must have not less than 3, and not more than 10, Directors.
(b) The Company in general meeting may by ordinary resolution alter the maximum or minimum number of Directors provided that the minimum is not less than 3.
(c) Subject to this Article 6.1, the Directors must determine the number of Directors provided that the Directors cannot reduce the number of Directors below the number in office at the time that determination takes effect.
(d) If the number of Directors is below the minimum fixed by this Constitution, the Directors must not act except in emergencies, for appointing one or more directors in order to make up a quorum for a meeting of Directors, or to call and arrange to hold a meeting of Members.

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Appointment of Directors

(a) The first Directors are the persons specified as directors in the application for the registration of the Company under the Corporations Act.
(b) Subject to Article 6.1, the Directors may appoint any person as a Director.
(c) The Company in general meeting may by ordinary resolution appoint any person as a Director.
(d) A Director need not be a Member.

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(e) The Company must hold an election of Directors each year.
(f) The Company must accept nominations for the election of a Director:
(i) in the case of a meeting of Members called under Article 5.1(c), 30 Business Days; or
(ii) otherwise, at least 45 Business Days but no more than 90 Business Days,

before the date of the meeting of Members at which the Director may be elected.

(g) A nomination of a person for Director (other than a Director retiring in accordance with this Constitution) must be:
(i) in writing;
(ii) signed by a Member entitled to attend and vote at the meeting of Members at which the election is proposed;
(iii) accompanied by a notice in writing signed by the nominee consenting to the nomination; and
(iv) lodged with the Company at its registered office.

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Retirement of Directors and vacation of office

(a) Articles 6.3(b), 6.3(c) 6.3(d), 6.3(i) and 6.3(j) do not apply to the managing director of the Company, or if more than one, the managing director of the Company determined by the Directors, or to any Director who must retire pursuant to Article 6.3(j).
(b) A Director must retire from office no later than the longer of:
(i) the third annual general meeting of the Company; or
(ii) 3 years,

following that Director's last election or appointment.

(c) If the Company has 3 or more Directors, one third of the total number of Directors (excluding any Director who must retire pursuant to Article 6.3(j) and the managing director of the Company, or if more than one, the managing director of the Company determined by the Directors), rounded down to the nearest whole number, must retire at each AGM.
(d) If the Company has less than 3 Directors, one Director must retire at each AGM.
(e) The Directors to retire under Article 6.3(c) are:
(i) those who have held their office as Director the longest period of time since their last election or appointment to that office; and
(ii) if two or more Directors have held office for the same period of time, those Directors determined by lot, unless those Directors agree otherwise.
(f) A Director who retires under Articles 6.3(b), 6.3(c) or 6.3(d) is eligible for re-election.
(g) A Director may resign from office by giving the Company notice in writing.

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(h) Subject to the Corporations Act, the Company may by ordinary resolution passed at a general meeting remove any Director, and if thought fit, appoint another person in place of that Director.
(i) A Director appointed under Article 6.2(b) may retire at the next general meeting of the Company and is eligible for re-election at that meeting.
(j) Unless a Director appointed under Article 6.2(b) has retired under Article 6.3(i), that Director must retire at the first AGM following the Director’s appointment, and is eligible for re-election at that meeting.
(k) A Director ceases to be a Director if:
(i) the Director becomes of unsound mind or a person whose property is liable to be dealt with under a law about mental health;
(ii) the Director fails to attend 3 consecutive meetings of the Directors without leave of absence or consent from the Directors;
(iii) the Director resigns or is removed under this Constitution;
(iv) the Director is an Executive Director (including a managing director) and ceases to be an employee of the Company or of a related body corporate of the Company;
(v) the Director becomes an insolvent under administration; or
(vi) the Corporations Act so provides.

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Alternate Directors

(a) With the approval of a majority of the other Directors, a Director may appoint a person as an alternate director of that Director for any period.
(b)
An Alternate Director need not be a Member.
(c) The appointing Director may terminate the appointment of his or her Alternate Director at any time.
(d) A notice of appointment or termination of appointment, of an Alternate Director is effective only if:
(i) the notice is in writing;
(ii) the notice is signed by the Director who appointed that Alternate Director; and
(iii) the Company is given a copy of the notice.
(e) If the Director who appointed an Alternate Director is not present at a meeting of Directors, that Alternate Director may, subject to this Constitution and the Applicable Law:
(i) attend, count in the quorum of, speak at, and vote at that meeting in place of that appointing Director; and
(ii) exercise any other powers (except the power under Article 6.4(a)) that the appointing Director may exercise.

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(f) An Alternate Director cannot exercise any powers of his or her appointing Director if that appointing Director ceases to be a Director.
(g) A person does not cease to be a Director under Article 6.4(f) if that person retires as a Director at a meeting of Members and is re-elected as a Director at that meeting.
(h) Subject to Article 6.5(h), the Company is not required to pay any remuneration to an Alternate Director.
(i) An Alternate Director is an officer of the Company and not an agent of his or her appointing Director.

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Remuneration of Directors

(a) The Directors may decide the remuneration from the Company to which each NonExecutive Director is entitled for their services as a Director but the total amount provided to all Non-Executive Directors for their services as Directors must not exceed in aggregate in any financial year the amount fixed by the Company in general meeting.
(b) Subject to the Applicable Law, when calculating a Non-Executive Director’s remuneration for the purposes of Article 6.5(a), any amount paid by the Company or related body corporate:
(i) includes an amount paid by the Company or related body corporate to a superannuation, retirement or pension fund for a Non-Executive Director so that the Company is not liable to pay the superannuation guarantee charge or similar statutory charge;
(ii) excludes an amount paid by the Company or related body corporate for any insurance premium paid or agreed to be paid for a Non-Executive Director under Article 7.3; and
(iii) excludes any securities issued by the Company to the Non-Executive Director by the Company (including under an employee incentive scheme) with the approval of Members.
(c) The remuneration of the Directors must not be calculated as a commission on, or percentage of, profits or operating revenue.
(d) The Directors may determine the manner in which all or part of the amount in Article 6.5(a) is divided between the Directors, or until so determined, the amount in Article 6.5(a) must be divided between the Directors equally.
(e) The remuneration of the Directors is taken to accrue from day to day.
(f) The remuneration of the Executive Directors:
(i) must, subject to the provisions of any contract between each of them and the Company, be fixed by the Directors; and
(ii) must not be calculated as a commission on, or percentage of, operating revenue.
(g) If a Director performs extra or special services, including being:
(i) a member on a committee of Directors; or
(ii) the chairperson of Directors or deputy chairperson of Directors,

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the Company may, subject to the Corporations Act and this Article 6.5, pay additional remuneration or provide benefits to that Director as the Directors resolve.

(h) The Company must pay all reasonable travelling, accommodation and other expenses that a Director or Alternate Director properly incurs:
(i) in attending meetings of Directors or any meetings of committees of Directors;
(ii) in attending any meetings of Members; and
(iii) in connection with the business of the Company.
(i) Subject to the Applicable Law, any Director may participate in any fund, trust or scheme for the benefit of:
(i) past or present employees or Directors of the Company or a related body corporate of the Company; or
(ii) the dependants of, or persons connected with, any person referred to in Article 6.5(i)(i).
(j) Subject to the Applicable Law, the Company may give, or agree to give, a person a benefit in connection with that person's, or someone else's, retirement from a board or managerial office in the Company or a related body corporate of the Company.

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Interests of Directors

(a) A Director may:
(i) hold an office or place of profit (except as auditor) in the Company, on any terms as the Directors resolve;
(ii) hold an office or otherwise be interested in any related body corporate of the Company or other body corporate in which the Company is interested; or
(iii) act, or the Director's firm may act, in any professional capacity for the Company (except as auditor) or any related body corporate of the Company or other body corporate in which the Company is interested,

and retain the benefits of doing so if the Director discloses in accordance with the Corporations Act the interest giving rise to those benefits.

(b) If a Director discloses the interest of the Director in accordance with the Corporations Act:
(i) the Director may contract or make an arrangement with the Company, or a related body corporate of the Company or a body corporate in which the Company is interested, in any matter in any capacity;
(ii) the Director may, subject to the Corporations Act, be counted in a quorum for a meeting of Directors considering the contract or arrangement;
(iii) the Director may, subject to the Applicable Law, vote on whether the Company enters into the contract or arrangement, and on any matter that relates to the contract or arrangement;

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(iv) the Director may sign on behalf of the Company, or witness the affixing of the common seal of the Company to, any document in respect of the contract or arrangement;
(v) the Director may retain the benefits under the contract or arrangement; and (vi) the Company cannot avoid the contract or arrangement merely because of the existence of the Director's interest.
(c) The Director must give to the Company:
(i) at its registered office; or
(ii) any other place the Company reasonably notifies the Director in writing,

the information which the Company is required by the Listing Rules to disclose to ASX in respect of:

(iii) Notifiable Interests of the Director; and
(iv) changes to the Notifiable Interests of the Director,

in the form which the Company is required to tell ASX under the Listing Rules.

(d) The information referred to in Article 6.6(c) must be given to the Company as soon as reasonably possible after each of the following dates but in any event no later than 3 Business Days after each of the following dates:
(i) when the Director is appointed as a director of the Company, the date of appointment;
(ii) when a change in a Notifiable Interest of the Director occurs, the date of the change; and
(iii) when the Director ceases to be a director of the Company, the date of cessation.
(e) Each Director authorises the Company to give the information provided by the Director under Article 6.6(c) to ASX on the Director's behalf and as the Director's agent.
(f) The Company may enforce after the date a person ceases to be a Director an obligation of that person under Article 6.6(c) in respect of events which occurred on or prior to the date that person ceased to be a Director.

7 OFFICERS

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Managing Director

(a) The Directors may appoint one or more of themselves as a managing director, for any period and on any terms (including as to remuneration) as the Directors resolve.
(b) Subject to any agreement between the Company and a managing director, the Directors may remove or dismiss a managing director at any time, with or without cause.
(c) The Directors may delegate any of their powers (including the power to delegate) to a managing director.
(d)
The Directors may revoke or vary:

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(i) the appointment of a managing director; or
(ii) any power delegated to a managing director.
(e) A managing director must exercise the powers delegated to him or her in accordance with any directions of the Directors.
(f) The exercise of a delegated power by a managing director is as effective as if the Directors exercised the power.
(g) A person ceases to be a managing director if the person ceases to be a Director.

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Secretary

(a) The first Secretary is the person specified in the application for registration of the Company as company secretary.
(b) The Directors may appoint one or more Secretaries, for any period and on any terms (including as to remuneration) as the Directors resolve.
(c) Subject to any agreement between the Company and a Secretary, the Directors may remove or dismiss a Secretary at any time, with or without cause.
(d) The Directors may revoke or vary the appointment of a Secretary.

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Indemnity and insurance

(a) To the extent permitted by law, the Company must indemnify each Relevant Officer against:
(i) a Liability of that person; and
(ii) Legal Costs of that person.
(b) To the extent permitted by law, the Company may make a payment (whether by way of advance, loan or otherwise) to a Relevant Officer in respect of Legal Costs of that person.
(c) To the extent permitted by law, the Company may pay, or agree to pay, a premium for a contract insuring a Relevant Officer against:
(i) a Liability of that person; and
(ii) Legal Costs of that person.
(d) To the extent permitted by law, the Company may enter into an agreement or deed with:
(i) a Relevant Officer; or
(ii) a person who is, or has been an officer of the Company or a subsidiary of the Company,

under which the Company must do all or any of the following:

(iii) keep books of the Company and allow either or both that person and that person's advisers access to those books on the terms agreed;
(iv) indemnify that person against any Liability of that person;

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(v) make a payment (whether by way of advance, loan or otherwise) to that person in respect of Legal Costs of that person; and
(vi) keep that person insured in respect of any act or omission by that person while a Relevant Officer or an officer of the Company or a subsidiary of the Company, on the terms agreed (including as to payment of all or part of the premium for the contract of insurance).

8 POWERS OF THE COMPANY AND DIRECTORS

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General powers

(a) The Company may exercise in any manner permitted by the Corporations Act any power which a public company limited by shares may exercise under the Corporations Act.
(b) The business of the Company is managed by or under the direction of the Directors.
(c) The Directors may exercise all the powers of the Company except any powers that the Corporations Act or this Constitution requires the Company to exercise in general meeting.

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Execution of documents

(a) If the Company has a common seal, the Company may execute a document if that seal is fixed to the document and the fixing of that seal is witnessed by:
(i) 2 Directors;
(ii) a Director and a Secretary; or
(iii) a Director and another person appointed by the Directors for that purpose.
(b) The Company may execute a document without a common seal if the document is signed by:
(i) 2 Directors;
(ii) a Director and a Secretary; or
(iii) a Director and another person appointed by the Directors for that purpose.
(c) The Company may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with Article 8.2(a) or 8.2(b).
(d) The Directors may resolve, generally or in a particular case, that any signature on certificates for securities of the Company may be affixed by mechanical or other means.
(e) Negotiable instruments may be signed, drawn, accepted, endorsed or otherwise executed by or on behalf of the Company in the manner and by the persons as the Directors resolve.

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Committees and delegates

(a) The Directors may delegate any of their powers (including this power to delegate) to a committee of Directors, a Director, an employee of the Company or any other person.
(b) The Directors may revoke or vary any power delegated under Article 8.3(a).

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(c) A committee or delegate must exercise the powers delegated in accordance with any directions of the Directors.
(d) The exercise of a delegated power by the committee or delegate is as effective as if the Directors exercised the power.
(e) Article 9 applies with the necessary changes to meetings of a committee of Directors.

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Attorney or agent

(a) The Directors may appoint any person to be attorney or agent of the Company for any purpose, for any period and on any terms (including as to remuneration) as the Directors resolve.
(b) The Directors may delegate any of their powers (including the power to delegate) to an attorney or agent.
(c) The Directors may revoke or vary:
(i) an appointment under Article 8.4(a); or
(ii) any power delegated to an attorney or agent.

9 PROCEEDINGS OF DIRECTORS

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Written resolutions of Directors

(a) The Directors may pass a resolution without a meeting of the Directors being held if all of the Directors entitled to vote on the resolution assent to a document containing a statement that they are in favour of the resolution set out in the document.
(b) Separate copies of the document referred to in Article 9.1(a) may be used for assenting to by Directors if the wording of the resolution and the statement is identical in each copy.
(c) A Director may signify assent to a document under this Article 9.1 by signing the document or by notifying the Company of the assent of the Director:
(i) in a manner permitted by Article 11.3; or
(ii) by any technology including telephone.
(d) Where a Director signifies assent to a document under Article 9.1(c) other than by signing the document, the Director must by way of confirmation sign the document before or at the next meeting of Directors attended by that Director.
(e) The resolution the subject of a document under Article 9.1(a) is not invalid if a Director does not comply with Article 9.1(d).

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Meetings of Directors

(a) The Directors may meet, adjourn and otherwise regulate their meetings as they think fit.
(b) A meeting of Directors may be held using any technology.
(c) If a meeting of Directors is held in 2 or more places linked together by any technology:

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(i) a Director present at one of the places is taken to be present at the meeting unless and until the Director states to the chairperson of the meeting that the Director is discontinuing her or her participation in the meeting; and
(ii) the chairperson of that meeting may determine at which place the meeting will be taken to have been held.

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Who can call meetings of Directors

(a) A Director may call a meeting of Directors at any time.
(b) On request of any Director, a Secretary of the Company must call a meeting of the Directors.

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How to call meetings of Directors

(a) Notice of a meeting of Directors must be given to each Director and Alternate Director.
(b) The Company must give not less than 12 hours notice of a meeting of Directors, unless all Directors agree otherwise.
(c) A Director or Alternate Director may waive notice of a meeting of Directors by notice in writing to the Company to that effect.

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Quorum

(a) Subject to the Corporations Act, a quorum for a meeting of Directors is:
(i) if the Directors have fixed a number for the quorum, that number of Directors; and
(ii) in any other case, 2 Directors entitled to vote on a resolution that may be proposed at that meeting.
(b) In determining whether a quorum for a meeting of Directors is present:
(i) where a Director has appointed an Alternate Director, that Alternate Director is counted if the appointing Director is not present;
(ii) where a person is present as Director and an Alternate Director for another Director, that person is counted separately provided that there is at least one other Director or Alternate Director present; and
(iii) where a person is present as an Alternate Director for more than one Director, that person is counted separately for each appointment provided that there is at least one other Director or Alternate Director present.
(c) A quorum for a meeting of Directors must be present at all times during the meeting.
(d) If there are not enough persons to form a quorum for a meeting of Directors, one or more of the Directors (including those who have an interest in a matter being considered at that meeting) may call a general meeting of the Company and the general meeting may pass a resolution to deal with the matter.

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Chairperson

(a) The Directors may elect a Director as chairperson of Directors or deputy chairperson of Directors for any period they resolve, or if no period is specified, until that person ceases to be a Director.

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(b) The Directors may remove the chairperson of Directors or deputy chairperson of Directors at any time.
(c) The chairperson of Directors must (if present within 15 minutes after the time appointed for the holding of the meeting and willing to act) chair each meeting of Directors.
(d) If:
(i) there is no chairperson of Directors; or
(ii) the chairperson of Directors is not present within 15 minutes after the time appointed for the holding of a meeting of Directors; or
(iii) the chairperson of Directors is present within that time but is not willing to chair all or part of that meeting,

then if the Directors have elected a deputy chairperson of Directors, the deputy chairperson of Directors must (if present within 15 minutes after the time appointed for the holding of the meeting and willing to act) chair all or part of the meeting of Directors.

(e) Subject to Articles 9.6(c) and 9.6(d), if:
(i) there is no deputy chairperson of Directors; or
(ii) the deputy chairperson of Directors is not present within 15 minutes after the time appointed for the holding of a meeting of Directors; or
(iii) the deputy chairperson of Directors is present within that time but is not willing to chair all or part of that meeting,
(iv) the Directors present must elect one of themselves to chair all or part of the meeting of Directors.
(f) A person does not cease to be a chairperson of Directors or deputy chairperson of Directors if that person retires as a Director at a meeting of Members and is reelected as a Director at that meeting.

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Resolutions of Directors

(a) A resolution of Directors is passed if more votes are cast in favour of the resolution than against it.
(b) Subject to Article 6.6 and this Article 9.7, each Director has one vote on a matter arising at a meeting of the Directors.
(c) In determining the number of votes a Director has on a matter arising at a meeting of Directors:
(i) where a person is present as Director and an Alternate Director for another Director, that person has one vote as a Director and, subject to Article 6.4(e), one vote as an Alternate Director; and
(ii) where a person is present as an Alternate Director for more than one Director, that person has, subject to Article 6.4(e), one vote for each appointment.
(d) Subject to the Applicable Law, in case of an equality of votes on a resolution at a meeting of Directors, the chairperson of that meeting has a casting vote on that

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resolution in addition to any vote the chairperson has in his or her capacity as a Director in respect of that resolution.

10 DIVIDENDS

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Determination of Dividends

(a) Subject to the Applicable Law, the Directors may from time to time:
(i) declare or determine that a Dividend is payable to Members entitled to the Dividend; or
(ii) fix the amount, the time for payment and the method of payment of any Dividend.
(b) The method of payment of a Dividend may include any or all of the payment of cash, the issue of Shares, the grant of Company options or other Company securities, the transfer of shares or any other securities in any other body corporate or units in any unit trust or the transfer of any other assets.
(c) If the method of payment of a Dividend includes an issue or transfer of shares in a body corporate or units in a unit trust, each Member:
(i) agrees to become a Member of that body corporate or unit trust; and
(ii) in the case of transfer, appoints the Company and each Director as its agent to execute an instrument of transfer or other document required to transfer those shares or units in the unit trusts to that Member.
(d) Subject to the Applicable Law, a Dividend in respect of a Share must be paid to the person whose name is entered in the Register as the holder of that Share:
(i) where the Directors have fixed a time under Article 10.1(a)(ii), at that time; or
(ii) in any other case, on the date the Dividend is paid.
(e) A Member who holds restricted securities is not entitled to any Dividends in respect of those restricted securities during:
(i) a breach of the Listing Rules relating to those restricted securities; or
(ii) a breach of a restriction agreement.

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Resolution of distribution difficulties

(a) If a difficulty arises in regard to a distribution under Article 10.1(b), the Directors may:
(i) settle the matter as they consider expedient;
(ii) fix the value for distribution of the specific assets or any part of those assets;
(iii) determine that cash payments will be made to, or at the direction or, any Members on the basis of the value so fixed in order to adjust the rights of all parties; and
(iv) vest any such specific assets in trustees as the Directors consider expedient.

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(b) If a distribution of specific assets to, or at the direction of, a particular Member or Members is illegal or, in the Directors' opinion, impracticable the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the dividend instead of the distribution of specific assets.

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Dividends for different classes

The Directors may determine that Dividends be paid:

(a) on Shares of one class but not another class; and
(b) at different rates for different classes of Shares.

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Dividends proportional to paid up capital

(a) Subject to any rights or restrictions attached to a class of Shares, the person entitled to a Dividend on a Share is entitled to:
(i) if the Share is fully paid (whether the issue price of the Share was paid or credited or both), the entire Dividend; or
(ii) if the Share is partly paid, a proportion of that Dividend equal to the proportion which the amount paid (excluding amounts credited) on that Share is of the total amounts paid or payable (excluding amounts credited) on that Share.
(b) Amounts paid in advance of a call on a Share are ignored when calculating the proportion under Article 10.4(a)(ii).

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Effect of a transfer on Dividends

If a transfer of a Share is registered after the time determined for entitlements to a Dividend on that Share but before the Dividend is paid, the person transferring that Share is, subject to the ASX Settlement Operating Rules, entitled to that Dividend.

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No interest on Dividends

The Company is not required to pay any interest on a Dividend.

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Unpaid amounts

The Company may retain the whole or part of any Dividend on which the Company has a lien and apply that amount in total or part satisfaction of any amount secured by that lien.

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Capitalisation of profits

(a) The Directors may capitalise any profits of the Company and distribute that capital to the Members, in the same proportions as the Members are entitled to a distribution by Dividend.
(b) The Directors may fix the time for determining entitlements to a capitalisation of profits.
(c) The Directors may decide to apply capital under Article 10.8(a) in either or both of the following ways:
(i) in paying up an amount unpaid on Shares already issued; and
(ii) in paying up in full any unissued Shares or other securities in the Company.

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(d) The Members must accept an application of capital under Article 10.8(c) in full satisfaction of their interests in that capital.

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Distributions of assets

The Directors may settle any problem concerning a distribution under Article 10 in any way. This may include:

(a) rounding amounts up or down to the nearest whole number;
(b) ignoring fractions;
(c) valuing assets for distribution;
(d) paying cash to any Member on the basis of that valuation; and
(e) vesting assets in a trustee on trust for the Members entitled.

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Dividend plans

(a) The Directors may establish a dividend selection plan or bonus share plan on any terms, under which participants may elect in respect of all or part of their Shares:
(i) to receive a Dividend from the Company paid in whole or in part out of a particular fund or reserve or out of profits derived from a particular source; or
(ii) to forego a Dividend from the Company and receive some other form of distribution or entitlement (including securities) from the Company or another body corporate or a trust.
(b) The Directors may establish a dividend reinvestment plan on any terms, under which participants may elect in respect of all or part of their Shares to apply the whole or any part of a Dividend from the Company in subscribing for securities of the Company or a related body corporate of the Company.
(c) Subject to the Listing Rules, the Directors may implement, amend, suspend or terminate a plan established under this Article 10.10.

11 NOTICES AND PAYMENTS

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Notice to Members

(a) The Company may give Notice to a Member:
(i) in person;
(ii) by sending it by post to the address of the Member in the Register or the alternative address (if any) nominated by that Member; or
(iii) by sending it to the fax number or electronic address (if any) nominated by that Member.
(b) If the address of a Member in the Register is not within Australia, the Company must send all documents to that Member by air-mail, air courier or by fax.
(c) The Company must give any Notice to Members who are joint holders of a Share to the person named first in the Register in respect of that Share, and that notice is notice to all holders of that Share.

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(d) The Company may give Notice to a person entitled to a Share because of a Transmission Event in any manner specified in Article 11.1(a).
(e) Notice to a person entitled to a Share because of a Transmission Event is taken to be notice to the Member of that Share.
(f) Subject to the Corporations Act, a Notice to a Member is sufficient, even if:
(i) a Transmission Event occurs in respect of that Member (whether or not a joint holder of a Share); or
(ii) that Member is an externally administered body corporate,

and regardless of whether or not the Company has notice of that event.

(g) A person entitled to a Share because of a transfer, Transmission Event or otherwise, is bound by every Notice given in respect of that Share.
(h) Any Notice required or allowed to be given by the Company to one or more Members by advertisement is, unless otherwise stipulated, sufficiently advertised if advertised once in a daily newspaper circulating in the states and territories of Australia.

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Notice to Directors

The Company may give Notice to a Director or Alternate Director:

(a) in person;
(b) by sending it by post to the usual residential address of that person or the alternative address (if any) nominated by that person;
(c) by sending it to the fax number or electronic address (if any) nominated by that person; or
(d) by any other means agreed between the Company and that person.

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Notice to the Company

A person may give Notice to the Company:

(a) by leaving it at the registered office of the Company during a time when the registered office is open;
(b) by sending it by post to the registered office of the Company;
(c) by sending it to a fax number at the registered office of the Company nominated by the Company for that purpose;
(d) by sending it to the electronic address (if any) nominated by the Company for that purpose; or
(e) by any other means permitted by the Corporations Act.

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Time of service

(a) A notice sent by post to an address within Australia is taken to be given:
(i) in the case of a notice of meeting, two days after it is posted; or
(ii) in any other case, at the time at which the notice would be delivered in the ordinary course of post.

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(b) A notice sent by post or air-mail to an address outside Australia is taken to be given:
(i) in the case of a notice of meeting, two days after it is posted; or
(ii) in any other case, at the time at which the notice would be delivered in the ordinary course of post.
(c) A notice sent by air courier to a place outside Australia is taken to be given one day after delivery to the air courier.
(d) A notice sent by fax is taken to be given on the day it is sent, provided that the sender's transmission report shows that the whole notice was sent to the correct fax number.
(e) A notice sent to an electronic address is taken to be given on the date it is sent unless a delivery failure message is received by the Company.
(f) The giving of a notice by post, air-mail or air courier is sufficiently proved by evidence that the notice:
(i) was addressed to the correct address of the recipient; and
(ii) was placed in the post or delivered to the air courier.
(g) A certificate by a Director or Secretary of a matter referred to in Article 11.4(f) is sufficient evidence of the matter, unless it is proved to the contrary.

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Signatures

The Directors may decide, generally or in a particular case, that a notice given by the Company be signed by mechanical or other means.

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Payments

(a) The Company may pay a person entitled to an amount payable in respect of a Share (including a Dividend) by:
(i) by electronic means directly into an account nominated in writing by that person;
(ii) cheque made payable to bearer, to the person entitled to the amount or any other person the person entitled directs in writing; or
(iii) any other manner as the Directors resolve.
(b) The Company may post a cheque referred to in Article 11.6(a)(ii) to:
(i) the address in the Register of the Member of the Share;
(ii) if that Share is jointly held, the address in the Register of the Member named first in the Register in respect of the Share; or
(iii) any other address which that person directs in writing.
(c) Any joint holder of a Share may give effective receipt for an amount (including a Dividend) paid in respect of the Share.
(d) If a payment is made by electronic transfer into an account nominated by a person, but no such account is nominated by the person or an electronic transfer into a nominated account is rejected or refunded, the Company may credit the amount

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payable to an account of the Company to be held until the person nominates a valid account.

(e) If a payment is made by cheque sent to a person’s address in the Register, but a person does not an address in the Register or the Company believes that the address in the Register is not correct, the Company may credit the amount payable to an account of the Company to be held until the person claims the amount payable or provides a registered address.
(f) Subject to Applicable Law, all Dividends unclaimed may be invested or otherwise used by the Directors for the benefit of the Company until claimed or otherwise disposed of according to law. The Company will not be a trustee for the money and no interest will accrue on the money.

12 WINDING UP

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Distributions proportional to paid up capital

Subject to any rights or restrictions attached to a class of Shares, on a winding up of the Company, any surplus must be divided among the Members in the proportions which the amount paid (including amounts credited) on the Shares of a Member is of the total amounts paid and payable (including amounts credited) on the Shares of all Members.

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Distributions of assets

(a) Subject to any rights or restrictions attached to a class of Shares, on a winding up of the Company, the liquidator may, with the sanction of a special resolution of the Members:
(i) distribute among the Members the whole or any part of the property of the Company; and
(ii) decide how to distribute the property as between the Members or different classes of Members.
(b) The liquidator of the Company may settle any problem concerning a distribution under Article 12 in any way. This may include:
(i) rounding amounts up or down to the nearest whole number;
(ii) ignoring fractions;
(iii) valuing assets for distribution;
(iv) paying cash to any Member on the basis of that valuation; and
(v) vesting assets in a trustee on trust for the Members entitled.
(c) A Member need not accept any property, including shares or other securities, carrying a liability.

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Schedule 1 – Definitions and Interpretation

1 DEFINITIONS

In this Constitution:

“ AGM ” means an annual general meeting of the Company that the Corporations Act requires to be held.

" Alternate Director " means a person for the time being holding office as an alternate director of the Company under Article 6.4.

" Applicable Law " means the Corporations Act, the Listing Rules, the ASX Settlement Operating Rules and any other law applicable from time to time.

" ASX " means ASX Limited ABN 98 008 624 691, and where the context requires, the securities exchange operated by it.

“ ASX Settlement Operating Rules ” means the operating rules of ASX Settlement Pty Limited ABN 49 008 504 532 and, to the extent that they are applicable, the operating rules of each of ASX and ASX Clear Pty Limited ABN 48 001 314 503.

" Business Day ":

(a) if the Company is admitted to the Official List of ASX at the time, has the meaning given in the Listing Rules; or
(b) otherwise, means a day except a Saturday, Sunday or public holiday in Western Australia.

" Company " means the company named Todd River Resources Limited ABN 45 600 308 398, or whatever its name may be from time to time.

“ Constitution ” means this constitution as amended from time to time.

" Corporations Act " means the Corporations Act 2001 (Commonwealth), except to the extent of any exemption, modification, declaration or order made in respect of that legislation which applies to the Company.

“ Direct Vote ” means a notice of a Member’s voting intention delivered to the Company by post, fax, electronic or other means approved by the Directors and otherwise in accordance with the Constitution and regulations, rules and procedures made by the Directors in accordance with Article 5.14(a).

" Directors " means the directors of the Company for the time being, and where appropriate includes an Alternate Director.

" Dividend " includes an interim dividend and a final dividend.

" Eligible Member " means, in respect of a meeting of Members:

(a) if a date and time is specified under Article 5.3(e) in the notice of that meeting, a person who is a Member at that time; or
(b) otherwise, a person who is a Member at the time appointed for the holding of that meeting.

" Executive Director " means a Director who is an employee (whether full-time or part-time) of the Company or of any related body corporate of the Company.

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" Legal Costs " of a person means legal costs incurred by that person in defending an action for a Liability of that person.

" Liability " of a person means any liability incurred by that person as an officer of the Company or a subsidiary of the Company.

" Listing Rules " means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except and to the extent of any express written waiver by ASX.

" Member " means a person whose name is entered in the Register as the holder of a Share.

" Non-Executive Directors " means all Directors other than Executive Directors.

" Notice " means a notice given pursuant to, or for the purposes of, this Constitution or the Applicable Law.

" Notifiable Interest " has the meaning given by paragraph (a) of the definition of "notifiable interest of a director" in the Listing Rules.

“ Official List ” means the official list of entities that ASX has admitted and has not removed.

" Personal Representative " means the legal personal representative, executor or administrator of the estate of a deceased person.

" Prescribed Notice " means 28 days or any shorter period of notice for a meeting of Members of the Company allowed under the Corporations Act.

“ Proper ASTC Transfer ” has the meaning given to that term in the Corporations Regulations 2001 (Commonwealth).

" Register " means the register of Members kept under the Applicable Law and, where appropriate, includes any sub-register and branch register.

" Relevant Officer " means a person who is, or has been, a director, executive officer or secretary of the Company or of a related body corporate of the Company.

“ Representative ” in relation to a member that is a body corporate, means a person authorised in accordance with the Corporations Act by the body corporate to act as its representative at the meeting.

" Secretary " means a company secretary of the Company for the time being.

" Share " means a share in the capital of the Company.

" Transmission Event " means:

(a) if a Member is an individual:
(i) death or bankruptcy of that Member; or
(ii) that Member becoming of unsound mind or becoming a person whose property is liable to be dealt with under a law about mental health;
(b) if a Member is a body corporate, the deregistration of that Member under the laws of the jurisdiction of its registration; or
(c) in any case, the vesting in, or transfer to, a person of the Shares of a Member without that person becoming a Member.

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2 INTERPRETATION

(a) In this Constitution:
(i) a reference to a partly paid Share is a reference to a Share on which there is an amount unpaid;
(ii) a reference to a call or an amount called in respect of a Share includes an amount that, by the terms of issue of a Share or otherwise, is payable at one or more fixed times;
(iii) a reference to a Share which is jointly held is a reference to a Share for which there is more than one Member;
(iv) a reference to a meeting of Members includes a meeting of any class of Members;
(v) a Member is taken to be present at a meeting of Members if the Member is present in person or by proxy, attorney or Representative; and
(vi) a reference to a notice or document in writing includes a notice or document given by fax or another form of written communication.
(b) In this Constitution, headings are for convenience only and do not affect interpretation, and unless the context indicates a contrary intention:
(i) words importing the singular include the plural (and vice versa);
(ii) words indicating a gender include every other gender;
(iii) the word "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
(iv) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
(v) the word "includes" in any form is not a word of limitation.
(c) Unless the context indicates a contrary intention, in this Constitution:
(i) a reference to an Article or a Schedule is to an article or a schedule of this Constitution;
(ii) a reference in a Schedule to a paragraph is to a paragraph of that Schedule;
(iii) a Schedule is part of this Constitution; and
(iv) a reference to this Constitution is to this Constitution (and where applicable any of its provisions) as modified or repealed from time to time.
(d) Unless the context indicates a contrary intention, in this Constitution:
(i) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; and

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(ii) a reference to the Listing Rules or the ASX Settlement Operating Rules includes any amendment or replacement of those rules from time to time.
(e) Unless the context indicates a contrary intention:
(i) an expression in a provision of this Constitution which deals with a matter dealt with by a provision of the Applicable Law has the same meaning as in that provision of the Applicable Law; and
(ii) an expression in a provision of this Constitution that is defined in section 9 of the Corporations Act has the same meaning as in that section.
(f) In this Constitution, a reference to the Listing Rules, the ASX Settlement Operating Rules or ASX has effect only if at that time the Company is included in the Official List of ASX.

3 EXERCISE OF POWERS

Where this Constitution confers a power or imposes a duty, then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires.

4 SEVERING INVALID PROVISIONS

If at any time any provision of this Constitution is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that does not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Constitution; or
(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Constitution.

5 PROVISIONS REQUIRED BY LISTING RULE 15.11.1

If the Company is admitted to the Official List of ASX, the following clauses apply:

(a) notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done;
(b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision;
(e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision; and
(f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

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Schedule 2 – Calls, Company Payments, Forfeiture and Liens

1 EXERCISE OF POWERS

The powers of the Company under this Schedule 2 may only be exercised by the Directors.

2 CALLS

2.1 Making a call

(a) Subject to the Applicable Law and the terms of issue of a Share, the Company may at any time make calls on the Members of a Share for all or any part of the amount unpaid on the Share as the Directors resolve.
(b) The Company may make calls payable for one or more Members for different amounts and at different times.
(c) Subject to the Listing Rules and the terms of issue of a Share, a call may be made payable by instalments.
(d) Subject to the Listing Rules, the Company may revoke or postpone a call or extend the time for payment of a call.
(e) A call is made when the Directors resolve to make the call.

2.2 Notice of a call

(a) The Company must give Members at least 10 Business Days notice of a call.
(b) A notice of a call must be in writing and specify the amount of the call, the due date for payment, the manner in which payment of the call must be made, the consequences of non-payment of the call and any other information required by the Listing Rules.
(c) A call is not invalid if either or both a Member does not receive notice of the call or the Company accidentally does not give notice of the call to a Member.

2.3 Payment of a call

(a) A Member must pay to the Company the amount of each call made on the Member on the date and in the manner specified in the notice of the call.
(b) If an amount unpaid on a Share is payable, by the terms of issue of the Share or otherwise, in one or more fixed amounts on one or more fixed dates, the Member of that Share must pay to the Company those amounts on those dates.
(c) A Member must pay to the Company:
(i) interest at the rate specified in paragraph 7(a) on any amount referred to in paragraphs 2.3(a) or 2.3(b) which is not paid on or before the time appointed for its payment, from the time appointed for payment to the time of the actual payment; and
(ii) expenses incurred by the Company because of the failure to pay or late payment of that amount.
(d) The Company may waive payment of all or any part of an amount payable under paragraph 2.3(c).

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(e) The joint holders of a Share are jointly and severally liable for the payment of all calls due in respect of that Share.

2.4 Recovery of a call

(a) The Company may recover an amount due and payable under this paragraph 2 from a Member by:
(i) commencing legal action against the Member for all or part of the amount due;
(ii) enforcing a lien on the Share in respect of which the call was made; or
(iii) forfeiting the Share in respect of which the call was made.
(b) The debt due in respect of an amount payable under this paragraph 2 in respect of a Share is sufficiently proved by evidence that:
(i) the name of the Member sued is entered in the Register as one or more of the holders of that Share; and
(ii) there is a record in the minute books of the Company of:
- (A) in the case of an amount referred to in paragraph 2.3(b), that amount; or
- (B) in any other case, the resolution making the call.

2.5 Payment in advance of a call

(a) The Company may:
(i) accept from any Member all or any part of the amount unpaid on a Share held by the Member before that amount is called for;
(ii) pay interest at any rate the Directors resolve, on the amount paid before it is called, from the date of payment until and including the date the amount becomes actually payable; and
(iii) repay the amount paid to that Member.
(b) An amount paid pursuant to paragraph 2.5(a)(i) does not confer a right to participate in:
(i) a Dividend determined to be paid from the profits of the Company; or
(ii) any surplus of the Company in a winding up of the Company,

for the period before the date when the amount paid would have otherwise become payable.

3 COMPANY PAYMENTS ON BEHALF OF A MEMBER

3.1 Rights of the Company

(a) A Member or, if the Member is deceased, the Member's Personal Representative, must indemnify the Company against any liability which the Company has under any law to make a payment (including payment of a tax) in respect of:
(i) a Share held by that Member (whether solely or jointly);

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(ii) a transfer or transmission of Shares by that Member;
(iii) a Dividend or other money which is, or may become, due or payable to that Member; or
(iv) that Member.
(b) A Member or, if the Member is deceased, the Member's Personal Representative, must pay to the Company immediately on demand:
(i) the amount required to reimburse the Company for a payment referred to in paragraph 3.1(a); and
(ii) pay to the Company interest at the rate specified in paragraph 7(a) on any amount referred to in
(iii) paragraph 3.1(a) paid by the Company, from the date of payment by the Company until and including the date the Company is reimbursed in full for that payment.
(c) Subject to the Applicable Law, the Company may refuse to register a transfer of any Shares by a Member referred to in paragraph 3.1(a), or that Member's Personal Representative, until all money payable to the Company under this paragraph 3.1 has been paid.
(d) The powers and rights of the Company under this paragraph 3.1 are in addition to any right or remedy that the Company may have under the law which requires the Company to make a payment referred to in paragraph 3.1(a).

3.2 Recovery of Company payments

(a) Subject to the Listing Rules, the Company may recover an amount due and payable under paragraph 3.1 from the Member or the Member's Personal Representative by any or all of:
(i) deducting all or part of that amount from any other amount payable by the Company to that person in respect of the Shares of that person;
(ii) commencing legal action against that person for all or part of that amount; or
(iii) enforcing a lien on one or more of the Shares of that person.
(b) The Company may waive any or all its rights under paragraph 3.

4 FORFEITURE

4.1 Forfeiture procedure

Subject to the Applicable Law, the Company may forfeit a Share of a Member by a resolution of the Directors if:

(a) that Member does not pay a call or instalment on that Share on or before the date for its payment;
(b) the Company gives that Member notice in writing:
(i) requiring the Member to pay that call or instalment, any interest on it and all expenses incurred by the Company by reason of the non-payment; and

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(ii) stating that the Share is liable to be forfeited if that Member does not pay to the Company, at the place specified in the notice, the amount specified in the notice, within 10 Business Days (or any longer period specified) after the date of the notice; and
(c) that Member does not pay that amount in accordance with that notice.

4.2 Notice of forfeiture

(a) When any Share has been forfeited, the Company must:
(i) give notice in writing of the forfeiture to the Member registered as its holder before the forfeiture; and
(ii) record the forfeiture with the date of forfeiture in the Register.
(b) Failure by the Company to comply with any requirement in paragraph 4.2(a) does not invalidate the forfeiture.

4.3 Effect of forfeiture

(a) The forfeiture of a Share extinguishes:
(i) all interests in that Share of the former Member; and
(ii) all claims against the Company in respect of that Share by the former Member, including all Dividends determined to be paid in respect of that Share and not actually paid.
(b) A former Member of a forfeited Share must pay to the Company:
(i) all calls, instalments, interest and expenses in respect of that Share at the time of forfeiture; and
(ii) interest at the rate specified in paragraph 7(a) on those amounts from the time of forfeiture until and including the date of payment of those amounts.

4.4 Sale or reissue of forfeited Shares

Subject to the Applicable Law, the Company may sell, otherwise dispose of or reissue, a Share which has been forfeited on any terms and in any manner as the Directors resolve.

4.5 Cancellation of forfeited Shares

The Company may by ordinary resolution passed at a general meeting cancel a Share which has been forfeited under the terms on which the Share is on issue.

4.6 Proof of forfeiture

A certificate in writing from the Company signed by a Director or Secretary that a Share was forfeited on a specified date is sufficient evidence of:

(a) the forfeiture of that Share; and
(b) the right and title of the Company to sell, dispose or reissue that Share.

4.7 Waiver or cancellation of forfeiture

Subject to the Applicable Law, the Company may:

(a) waive any or all of its rights under paragraph 4; and

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(b) at any time before a sale, disposition, reissue or cancellation of a forfeited Share, cancel the forfeiture on any terms as the Directors resolve.

5 LIENS

5.1 First ranking lien

The Company has a first ranking lien on:

(a) each Share registered in the name of a Member;
(b) the proceeds of sale of those Shares; and
(c) all Dividends determined to be payable in respect of those Shares, for:
(d) each unpaid call or instalment which is due but unpaid on those Shares;
(e) if those Shares were acquired under an employee incentive scheme, all amounts payable to the Company by the Member under loans made to enable those Shares to be acquired;
(f) all amounts which the Company is required by law to pay, and has paid, in respect of those Shares (including any payment under paragraph 3) or the forfeiture or sale of those Shares; and
(g) subject to the Listing Rules, all interest and expenses due and payable to the Company under this Schedule 2.

5.2 Enforcement by sale

Subject to the Applicable Law, the Company may sell a Share of a Member to enforce a lien on that Share if:

(a) an amount secured by that lien is due and payable;
(b) the Company gives that Member or the Member's Personal Representative notice in writing:
(i) requiring payment to the Company of that amount, any interest on it and all expenses incurred by the Company by reason of the non-payment; and
(ii) stating that the Share is liable to be sold if that person does not pay to the Company, in the manner specified in the notice, the amount specified in the notice within 10 Business Days (or any longer period specified) after the date of the notice; and
(c) that Member or the Member's Personal Representative does not pay that amount in accordance with that notice.

5.3 Release or Waiver of lien

(a) Registration of a transfer of a Share by the Company releases any lien of the Company on that Share in respect of any amount owing on that Share, unless the Company gives notice in writing, to the person to whom that Share is transferred, of the amount owing.
(b) The Company may waive any or all of its rights under paragraph 5.

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6 SALES, DISPOSALS AND REISSUES

6.1 Sale procedure

(a) The Company may:
(i) receive the purchase money or consideration for Shares sold or disposed of under this Schedule 2;
(ii) appoint a person to sign a transfer of Shares sold or disposed of under this Schedule 2;
(iii) do all things necessary or desirable under the Applicable Law to effect a transfer of Shares sold or disposed of under this Schedule 2; and
(iv) enter in the Register the name of the person to whom Shares are sold or disposed.
(b) The person to whom a Share is sold or disposed under this Schedule 2 need not enquire whether the Company:
(i) properly exercised its powers under this Schedule 2 in respect of that Share; or
(ii) properly applied the proceeds of sale or disposal of those Shares,

and the title of that person is not affected by those matters.

(c) The remedy (if any) of any person aggrieved by a sale or other disposal of Shares under this Schedule 2 is in damages only and against the Company exclusively.
(d) A certificate in writing from the Company signed by a Director or Secretary that a Share was sold, disposed of or reissued in accordance with this Schedule 2 is sufficient evidence of those matters.

6.2 Application of proceeds

The Company must apply the proceeds of any sale, other disposal or reissue of any Shares under this Schedule 2 in the following order:

(a) the expenses of the sale, other disposal or reissue;
(b) the amounts due and unpaid in respect of those Shares; and
(c) the balance (if any) to the former Member or the former Member's Personal Representative, on the Company receiving the certificate (if any) of those Shares or other evidence satisfactory to the Company regarding the ownership of those Shares.

7 INTEREST

(a) A person must pay interest under this Schedule 2 to the Company:
(i) at a rate the Directors resolve; or
(ii) if the Directors do not resolve, at 15% per annum.
(b) Interest payable to the Company under this Schedule 2 accrues daily.

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Schedule 3 – Transmission

1 DECEASED MEMBERS

1.1 Effect of death

(a) If a Member in respect of a Share which is not jointly held dies, the Company must recognise only the Personal Representative of that Member as having any title to or interest in, or any benefits accruing in respect of, that Share.
(b) If a Member in respect of a Share which is jointly held dies, the Company must recognise only the surviving Member or Members of that Share as having any title to or interest in, or any benefits accruing in respect of, that Share.

1.2 Estates and Personal Representatives

(a) The estate of a deceased Member is not released from any liability in respect of the Shares registered in the name of that Member.
(b) Where 2 or more persons are jointly entitled to any Share as a consequence of the death of the registered holder of that Share, they are taken to be joint holders of that Share.

2 TRANSMISSION EVENTS

2.1 Transmittee right to register or transfer

(a) Subject to the Bankruptcy Act 1966 and the Applicable Law, if a person entitled to a Share because of a Transmission Event gives the Directors the information they reasonably require to establish the person's entitlement to be registered as the holder of the Share, that person may:
(i) elect to be registered as a Member in respect of that Share by giving a signed notice in writing to the Company; or
(ii) transfer that Share to another person.
(b) On receiving a notice under paragraph 2.1(a)(i), the Company must register the person as the holder of that Share.
(c) Subject to the Applicable Law, a transfer under paragraph 2.1(a)(ii) is subject to all provisions of this Constitution relating to transfers of Shares.

2.2 Other transmute rights and obligations

(a) A person registered as a Member as a consequence of paragraph 2.1 must indemnify the Company to the extent of any loss or damage suffered by the Company as a result of that registration.
(b) A person who has given to the Directors the information referred to in paragraph 2.1(a) in respect of a Share is entitled to the same rights to which that person would be entitled if registered as the holder of that Share.

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Schedule 4 – Unmarketable Parcels

1 DEFINITIONS

In this Schedule:

" Sale Share " means a Share which is sold or disposed of in accordance with this Schedule.
“ marketable parcel ” has the meaning given in the Listing Rules.

2 POWER TO SELL UNMARKETABLE PARCELS

2.1 Existing unmarketable parcels

(a) Subject to the Applicable Law, the Company may sell the Shares of a Member if:
(i) the total number of Shares of a particular class held by that Member is less than a marketable parcel;
(ii) the Company gives that Member notice in writing stating that the Shares are liable to be sold or disposed of by the Company; and
(iii) that Member does not give notice in writing to the Company, by the date specified in the notice of the Company (being not less than 42 days after the date of the Company giving that notice), stating that all or some of those Shares are not to be sold or disposed of.
(b) The Company may only exercise the powers under paragraph 2.1(a), in respect of one or more Members, once in any 12 month period.
(c) The power of the Company under paragraph 2.1(a) lapses following the announcement of a takeover bid. However, the procedure may be started again after the close of the offers made under the takeover bid.

2.2 New unmarketable parcels

(a) Subject to the Applicable Law, the Company may sell the Shares of a Member if:
(i) the Shares of a particular class held by that Member are in a new holding created by a transfer on or after 1 September 1999; and
(ii) that transfer is of a number of Shares of that class that was less than a marketable parcel at the time the transfer document was initiated, or in the case of a paper based transfer document, was lodged with the Company.
(b) The Company may give a Member referred to in paragraph 2.2(a) notice in writing stating that the Company intends to sell or dispose of the Shares.

3 EXERCISE OF POWER OF SALE

3.1 Extinguishment of interests and claims

The exercise by the Company of its powers under paragraph 2 extinguishes, subject to this Schedule 4:

(a) all interests in the Sale Shares of the former Member; and

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(b) all claims against the Company in respect of the Sale Shares by that Member, including all Dividends determined to be paid in respect of those Share and not actually paid.

3.2 Manner of sale

(a) Subject to the Applicable Law, the Company may sell or dispose of any Shares under paragraph 2 at any time:
(i) using a financial services licensee on the basis that person obtains the highest possible price for the sale of the Shares; or
(ii) in any other manner and on any terms as the Directors resolve.
(b) The Company may:
(i) exercise any powers permitted under the Applicable Law to enable the sale or disposal of Shares under this Schedule;
(ii) receive the purchase money or consideration for Sale Shares;
(iii) appoint a person to sign a transfer of Sale Shares; and
(iv) enter in the Register the name of the person to whom Sale Shares are sold or disposed.
(c) The person to whom a Sale Share is sold or disposed need not enquire whether the Company:
(i) properly exercised its powers under this Schedule in respect of that Share; or
(ii) properly applied the proceeds of sale or disposal of those Shares,

and the title of that person is not affected by those matters.

(d) The remedy of any person aggrieved by a sale or disposal of Sale Shares is in damages only and against the Company exclusively.
(e) A certificate in writing from the Company signed by a Director or Secretary that a Share was sold or disposed of in accordance with this Schedule 4 is sufficient evidence of those matters.

3.3 Application of proceeds

(a) If the Company exercises the powers under paragraph 2.1, either the Company or the person to whom a Sale Share is sold or disposed of must pay the expenses of the sale or disposal.
(b) The Company must apply the proceeds of any sale or disposal of any Sale Shares in the following order:
(i) in the case of an exercise of the powers under paragraph 2.2, the expenses of the sale or disposal;
(ii) the amounts due and unpaid in respect of those Shares; and
(iii) the balance (if any) to the former Member or the former Member's Personal Representative, on the Company receiving the certificate (if any) for those

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Shares or other evidence satisfactory to the Company regarding the ownership of those Shares.

3.4 Voting and dividend rights pending sale

(a) If the Company is entitled to exercise the powers under paragraph 2.2, the Company may by resolution of the Directors remove or change either or both:
(i) the right to vote; and
(ii) the right to receive Dividends,

of the relevant Member in respect of some or all of the Shares liable to be sold or disposed of.

(b) After the sale of the relevant Sale Shares, the Company must pay to the person entitled any Dividends that have been withheld under paragraph 3.4(a).

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Schedule 5 – Proportional Takeover Bid Approval

1 DEFINITIONS

In this Schedule:

" Approving Resolution " means a resolution to approve a proportional takeover bid in accordance with this Schedule.

" Deadline " means the 14th day before the last day of the bid period for a proportional takeover bid or a later day allowed by the Australian Securities and Investments Commission.

" Voter " means a person (other than the bidder under a proportional takeover bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

2 REFUSAL OF TRANSFERS

2.1 Requirement for an Approving Resolution

(a) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule 5.
(b) This Schedule 5 ceases to apply on the 3rd anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

2.2 Voting on an Approving Resolution

(a) Where offers are made under a proportional takeover bid, the Directors must, subject to the Corporations Act, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.
(b) The provisions of this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under paragraph 2.2(a).
(c) Subject to this Constitution, every Voter present at the meeting held under paragraph 2.2(a) is entitled to one vote for each Share in the bid class securities that the Voter holds.
(d) To be effective, an Approving Resolution must be passed before the Deadline.
(e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
(f) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this Schedule, to have been passed in accordance with this Schedule.

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Schedule 6 – Preference Shares

1 DEFINITIONS

In this Schedule, unless the context otherwise requires:

" Conversion Circumstances " means, in respect of a Converting Preference Share, whether the Preference Share is liable to be converted or convertible:

(a) at the option of the Holder, or of the Company, or both;
(b) upon the happening of a particular event; or
(c) at a fixed time.

" Conversion Date " means, in respect of a Converting Preference Share, the date (if any) specified in the Issue Resolution for the conversion of that Preference Share or the date upon which an event specified in the Issue Resolution occurs which results in the conversion of that Preference Share.

" Conversion Number " means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

" Converting Preference Share " means a Preference Share which is specified in the Issue Resolution as being liable to be converted or convertible into ordinary Shares in a manner permitted by the Corporations Act, whether at the option of the Holder or otherwise.

" Dividend " means any distribution of any property (including without limitation, money, Paid Up shares, debentures, debenture stock or other securities of the Company or of any other Corporation) to a Holder in respect of a Preference Share as a dividend, whether interim or final.

" Dividend Date " means, in respect of a Preference Share, a date specified in the Issue Resolution on which a Dividend in respect of that Preference Share is payable.

" Dividend Rate " means, in respect of a Preference Share, the terms specified in the Issue Resolution for the calculation of the amount of Dividend to be paid in respect of that Preference Share on any Dividend Date, which calculation may be wholly or partly established by reference to an algebraic formula.

"Franked Dividend" has the meaning given in section 160APA of the Income Tax Assessment Act 1936 (Cth)

" Holder " means, in respect of a Preference Share, the registered holder of that Share.

" Issue Resolution " means the resolution specified in paragraph 3. "Preference Share" means a Share issued under Article 2.2.

" Redeemable Preference Share " means a Preference Share which is specified in the Issue Resolution as being liable to be redeemed in a manner permitted by the Corporations Act.

" Redemption Amount " means, in respect of a Redeemable Preference Share, the amount specified in the Issue Resolution to be paid on redemption of the Redeemable Preference Share.

" Redemption Circumstances " means, in respect of a Redeemable Preference Share, whether the Preference Share is liable to be redeemed:

(a) at the option of the Holder, or of the Company, or both;

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(b) upon the happening of a particular event; or
(c) at a fixed time.

" Redemption Date " means, in respect of a Redeemable Preference Share, the date specified in the Issue Resolution for the redemption of that Preference Share or the date upon which an event specified in the Issue Resolution occurs which results in the redemption of that Preference Share.

" Specified Date " means, in respect of a Redeemable Preference Share, the date (if any) specified in the Issue Resolution before which that Redeemable Preference Share may not be redeemed by the Holder.

2 RIGHTS OF HOLDERS

Each Preference Share confers upon its Holder:

(a) the rights referred to in Articles 2.2(b) and 2.2(c);
(b) the right in winding up to payment in cash of the amount then paid up on it, and any arrears of Dividend in respect of that Preference Share in priority to any other class of Shares;
(c) the right in priority to any payment of a Dividend to any other class of Shares, to a cumulative preferential dividend payable on each Dividend Date in relation to that Preference Share calculated in accordance with the Dividend Rate in relation to that Preference Share; and
(d) no right to participate beyond the extent elsewhere specified in this paragraph 2 in surplus assets or profits of the Company, whether in winding up or otherwise.

3 ISSUE RESOLUTION

(a) The Directors may allot a Preference Share by a resolution of the Directors specifying:
(i) the Dividend Date;
(ii) the Dividend Rate;
(iii) whether the Preference Share is or is not a Redeemable Preference Share;
(iv) if the Preference Share is a Redeemable Preference Share, the Redemption Amount, the Redemption Date, the Redemption Circumstances and any Specified Date for that Redeemable Preference Share;
(v) whether the Preference Share is or is not a Converting Preference Share;
(vi) if the Preference Share is a Converting Preference Share, the Conversion Circumstances, the Conversion Number and any Conversion Date; and
(vii) any other terms and conditions to apply to that Preference Share.
(b) The Issue Resolution in establishing the Dividend Rate for a Preference Share may specify that the Dividend is to be:
(i) fixed;

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(ii) variable depending upon any variation of the respective values of any factors in an algebraic formula specified in the Issue Resolution; or
(iii) variable depending upon such other factors as the Directors may specify in the Issue Resolution,

and may also specify that the Dividend is to be a Franked Dividend or not a Franked Dividend.

(c) Where the Issue Resolution specifies that the Dividend to be paid in respect of the Preference Share is to be a Franked Dividend the Issue Resolution may also specify:
(i) the extent to which such Dividend is to be franked; and
(ii) the consequences of any Dividend paid not being so franked, which may include a provision for an increase in the amount of the Dividend to such an extent or by reference to such factors as may be specified in the Issue Resolution.

4 REDEMPTION

(a) Subject to the Corporations Act, the Company must redeem a Redeemable Preference Share on issue:
(i) in the case where the Redeemable Preference Share is liable to be redeemed at the option of the Company, on the specified date where the Company, not less than 10 Business Days before that date, has given a notice to the Holder of that Redeemable Preference Share stating that the Redeemable Preference Share will be redeemed on the specified date;
(ii) in the case where the Redeemable Preference Share is liable to be redeemed at the option of the Holder, on the specified date where the Holder of that Redeemable Preference Share, not less than 10 Business Days before that date, has given a notice to the Company stating that the Redeemable Preference Share will be redeemed on the specified date; and
(iii) in any event, on the Redemption Date,

but no Redeemable Preference Share may be redeemed by the Holder before the Specified Date unless the Redemption Date occurs before that date.

(b) On redemption of a Redeemable Preference Share, the Company, after the Holder has surrendered to the Company the Certificate (if any) in respect of that Redeemable Preference Share, must pay to the Holder the Redemption Amount by:

(i) directly crediting the account nominated in writing by the Holder from time to time; or
(ii) cheque made payable to the Holder or such other person nominated in writing by the Holder sent through the post to:
(A) in the case where the Holder is a joint holder of the Redeemable Preference Share, the address in the Register of the person whose name stands first on the Register in respect of the joint holding; or
(B) otherwise, to the address of the Holder in the Register.

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5 CONVERSION

(a) Subject to the Corporations Act, the Company must convert a Converting Preference Share on issue:

(i) in the case where the Converting Preference Share is liable to be redeemed at the option of the Company, on the specified date where the Company, not less than 10 Business Days before that date, has given a notice to the Holder of that Converting Preference Share stating that the Converting Preference Share will be converted on the specified date;
(ii) in the case where the Converting Preference Share is liable to be redeemed at the option of the Holder, on the specified date where the Holder of that Converting Preference Share, not less than 10 Business Days before that date, has given a notice to the Company stating that the Converting Preference Share will be converted on the specified date; and
(iii) in any event, on the Conversion Date.
(b) On conversion of a Converting Preference Share the Company must allot to the Holder additional ordinary Shares such that following conversion the Holder holds that number of ordinary Shares in accordance with the Conversion Number. Conversion of a Converting Preference Shares does not constitute a cancellation, redemption or termination of a Converting Preference Share or the issue, allotment or creation of a new Share.
(c) The allotment of additional ordinary Shares on Conversion does not constitute a cancellation, redemption or termination of a Converting Preference Share. Conversion is the taking effect of existing rights of a Converting Preference Share and the ending of the special rights attached to the Converting Preference Share.
(d) Following Conversion, each Converting Preference Share will rank equally with and will confer rights identical with and impose obligations identical with all other fully paid ordinary Shares then on issue.

6 CERTIFICATE

The Certificate (if any) issued by the Company in relation to any Preference Share, must specify in relation to that Preference Share:

(a) the date of issue of the Preference Share;
(b) the Dividend Rate and Dividend Dates;
(c) whether the Preference Share is a Redeemable Preference Share;
(d) if the Preference Share is a Redeemable Preference Share, the:
(i) Redemption Circumstances;
(ii) Redemption Amount; and
(iii) Redemption Date to the extent possible or if not, the event which if it occurs will result in redemption of that Redeemable Preference Share; and
(e) if the Preference Share is a Converting Preference Share, the:
(i) Conversion Circumstances;

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(ii) Conversion Number; and

(iii) Conversion Date to the extent possible or if not, the event which if it occurs will result in conversion of that Concerting Preference Share; and

(f) any other matter the Directors determine.

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Schedule 3 – Proportional takeover provisions

1 DEFINITIONS

In this Schedule:

" Approving Resolution " means a resolution to approve a proportional takeover bid in accordance with this Schedule.

" Deadline " means the 14th day before the last day of the bid period for a proportional takeover bid or a later day allowed by the Australian Securities and Investments Commission.

2 REFUSAL OF TRANSFERS

2.1 Requirement for an Approving Resolution

(a) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule 5.
(b) This Schedule 5 ceases to apply on the 3rd anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

2.2 Voting on an Approving Resolution

(a) Where offers are made under a proportional takeover bid, the Directors must, subject to the Corporations Act, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.
(b) The provisions of this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under paragraph 2.2(a).
(c) Subject to this Constitution, every Voter present at the meeting held under paragraph 2.2(a) is entitled to one vote for each Share in the bid class securities that the Voter holds.
(d) To be effective, an Approving Resolution must be passed before the Deadline.
(e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
(f) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this Schedule, to have been passed in accordance with this Schedule.

Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

TRT

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote online



Go to www.investorvote.com.au or scan the QR Code with your mobile device.
• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 2.00pm (WST) Wednesday, 10 July 2019

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Todd River Resources Limited hereby appoint

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the Chairman of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Todd River Resources Limited to be held at the Rendezvous Hotel, The Esp l anade, Scarborough, Western Australia on Friday, 12 July 2019 at 2.00pm (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 1 Adopt New Constitution Resolution 2 Approve Proportional Takeover Provisions Resolution 3 Ratification of issue of Shares pursuant to the Strategic 7.1 Placement Resolution 4 Ratification of issue of Shares pursuant to the Strategic 7.1A Placement

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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T R T

AI assistant

XENORA MINERALS LTD — Proxy Solicitation & Information Statement 2019

66103_rns_2019-06-06_221c5e78-c33e-4366-a95b-d43efa96bcf7.pdf

NOTICE OF GENERAL MEETING

Todd River Resources Limited A B N 4 5 6 0 0 3 0 8 3 9 8

NOTICE OF GENERAL MEETING

AGENDA

SPECIAL BUSINESS

Part A – Adoption of New Constitution

Resolution 1 – Adopt New Constitution

Part B – Approval of Proportional Takeover Provisions

Resolution 2 – Approve Proportional Takeover Provisions

Part C – Ratification of prior issues

Resolution 3 – Ratification of issue of Shares pursuant to the Strategic 7.1 Placement

Voting exclusion statement

Resolution 4 – Ratification of issue of Shares pursuant to the Strategic 7.1A Placement

Voting exclusion statement

OTHER BUSINESS

BY ORDER OF THE BOARD

Simon Robertson Company Secretary

EXPLANATORY MEMORANDUM

Introduction

Part A – Adoption of New Constitution

Resolution 1 – Adopt New Constitution

Definitions and interpretation

Small Holdings

Dividends and distributions

Direct voting

Directors

(a) Retirement and re-election of Directors

(b) Appointment of Directors

(c) Remuneration of Non-Executive Directors

(d) Directors vacating office

Indemnity and insurance

Proxies

Proportional takeover provisions

Directors’ recommendation

Part B – Approval of Proportional Takeover Provisions

Resolution 2 – Approve Proportional Takeover Provisions

(a) What is a proportional takeover bid?

(c) Reasons for proposing the resolution

(d) Potential advantages and disadvantages

(e) No knowledge of present acquisition proposals

Directors’ recommendation

Part C – Ratification of prior issues

Background to Resolutions 3 and 4

Resolution 3 – Ratification of issue of Shares pursuant to the Strategic 7.1 Placement

Directors’ Recommendation

Resolution 4 – Ratification of issue of Shares pursuant to the Strategic 7.1A Placement

Directors’ Recommendation

Action to be taken by Shareholders

Proxies

Voting Exclusions

Schedule 1 – Definitions

Schedule 2 – Proposed New Constitution

Constitution

Todd River Resources Limited

Contents

Constitution Todd River Resources Limited

Date

Constitution

1 Preliminary

Definitions and Interpretation

Nature of the Company

Replaceable rules

2 SHARES

Issue of Shares and options

Preference Shares

Variation of classes and class rights

Converting Shares

Reductions of capital and buy-backs

Unmarketable parcels of Shares

Registered holder is absolute owner

Holding statements and certificates

3 CALLS, COMPANY PAYMENTS, FORFEITURE AND LIENS

4 TRANSFER OF SHARES

Electronic transfer systems

Forms of transfer

Instrument of transfer

Transferor is holder until transfer registered

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