ENERGY VENTURES LIMITED ACN 106 523 611

(TO BE RENAMED 'EVE INVESTMENTS LIMITED')

NOTICE OF ANNUAL GENERAL MEETING AND

EXPLANATORY STATEMENT

For the Annual General Meeting to be held on 20 November 2015 at 11:00am (WST) at

Suite 1, 245 Churchill Avenue Subiaco, Western Australia

This is an important document. Please read it carefully.

The Explanatory Statement contains information about the Resolutions to be considered at the Meeting. Shareholders should read the Explanatory Statement and the Prospectus, which accompanies this Notice. The Prospectus contains information in relation to Resolution 9 (proposed in specie distribution of fully paid ordinary shares in Aurora Uranium Limited).

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

You should speak to your professional adviser if you have any questions about this document, the Prospectus or what to do in relation to the Meeting.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Company will be held at:

Suite 1 Commencing

245 Churchill Avenue 11:00am (WST)

Subiaco, Western Australia 20 November 2015

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 11:00am (WST) on 20 November 2015.

Voting by Proxy

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

• hand to the Company's office at Suite 1, 245 Churchill Avenue, Subiaco, Western Australia, 6008;

  
  

• post to PO Box 162, Subiaco, Western Australia, 6904;

  
  

• facsimile to facsimile number +61 8 6465 5599

so that it is received not later than 11:00am (WST) on 18 November 2015.

ENERGY VENTURES LIMITED ACN 106 523 611

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Energy Ventures Limited will held at Suite 1, 245 Churchill Avenue, Subiaco, Western Australia, at 11:00am on 20 November 2015 (WST) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

'That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company's annual financial report for the financial year ended 30 June 2015.'

Short Explanation: The Company is required to put a resolution to adopt the remuneration report of the Company at each annual general meeting. This is an advisory resolution only and does not bind the Directors or the Company.

Voting Exclusion:

A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons (the 'voter'):

1. a member of the key management personnel, details of whose remuneration are included in the remuneration report; or

2. a closely related party of such a member.

   However, the voter may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) or (b) and either:

3. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

4. the voter is the chair of the meeting and the appointment of the chair as proxy:

5. does not specify the way the proxy is to vote on the resolution; and

6. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity.




RESOLUTION 2 - RE‐ELECTION OF DIRECTOR - MICHAEL CURNOW




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




'That Mr Michael Curnow, who retires by rotation in accordance with clause 13.2 of the Constitution of the Company, and being eligible, offers himself for re‐election, is hereby re‐elected as a Director of the Company.'




Short Explanation: Mr Michael Curnow was last re‐elected on 16 November 2012. Mr Michael Curnow is presented for re‐election in accordance with the rotation requirements of the Company's Constitution.

SPECIAL BUSINESS




RESOLUTION 3 - RATIFY THE ISSUE OF PLACEMENT SHARES




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




'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 80,000,000 Shares on the terms set out in the Explanatory Statement.'




Short Explanation: The Company has issued Shares pursuant to the Placement. The Company seeks subsequent approval by Shareholders under Listing Rule 7.4 to refresh its placement capacity.




Voting exclusion:

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of such a person. However, the Company need not disregard a vote cast on this Resolution if:

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

2. it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.




RESOLUTION 4 ‐ APPROVAL OF PLACEMENT OPTIONS

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




'That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 80,000,000 Options on the terms set out in the Explanatory Statement accompanying this Notice.'




Short Explanation: The Company seeks approval to issue the Options the subject of the Placement.




Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote cast on this Resolution if:

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

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




RESOLUTION 5 - APPROVAL TO CHANGE COMPANY NAME




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




'That for the purposes of section 157 of the Corporations Act and for all other purposes, the name of the Company be changed from 'Energy Ventures Limited' to 'EVE Investments Limited'.'




Short Explanation: Shareholder approval is sought under section 157 of the Corporations Act to allow the Company to more accurately reflect its activities as an investment company.




RESOLUTION 6 ‐ APPROVAL OF EMPLOYEE INCENTIVE SCHEME




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




'That, for the purposes of Listing Rule 7.2 Exception 9(b) and for all other purposes Shareholders approve the issue of securities under the Employee Share Plan called the 'Energy Ventures Employee Share Plan' for a period of 3 years commencing on the date of this Meeting on the terms and conditions set out in the Explanatory Statement.'

Short Explanation: The Company is seeking to rely on Listing Rule 7.2 exception 9(b) which provides that Listing Rules

1. and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by shareholders and the issue of securities is within 3 years from the date of shareholder approval. The Employee Share Plan was adopted by the Board on 10 October 2012 and last approved by Shareholders for the purposes of Listing Rule

2. exception 9(b) on 16 November 2012.







Voting exclusion:

The Company will disregard any votes cast on this resolution by the Directors of the Company and any associates of those persons. However, the Company need not disregard a vote cast on this Resolution if:

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

2. 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.




Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

1. the proxy is either:

2. a member of key management personnel; or

3. a closely related party of such a member; and

4. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

5. the proxy is the chair of the meeting; and

6. the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity.




RESOLUTION 7 ‐ APPROVAL OF ISSUE OF SHARES TO DIRECTOR UNDER EMPLOYEE INCENTIVE SCHEME - ALASDAIR COOKE




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




'That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Directors to issue up to 9,375,000 Shares to Mr Alasdair Cooke or his nominee pursuant to the Employee Share Plan in accordance with the terms and conditions of the Employee Share Plan.'




Short explanation: The Listing Rules requires the Company to seek shareholder approval before a director may acquire securities under an employee incentive scheme.







Voting exclusion: The Company will disregard any votes cast on this resolution by the Directors of the Company and any associate of those persons. However, the Company will not disregard a vote cast on this Resolution if:

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

2. it is cast by the Chair of the Meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.




Restriction on proxy voting by key management personnel or closely related parties: A person appointed as proxy must not vote, on the basis of that appointment, on this resolution if:

1. the proxy is either:

2. a member of the key management personnel for the Company; or

3. a closely related party of such a member; and

4. the appointment does not specify the way the proxy is to vote on this resolution. However, the above prohibition does not apply if:

5. the proxy is the Chair of the Meeting; and

6. the appointment expressly authorises the Chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

RESOLUTION 8 ‐ APPROVAL OF ISSUE OF SHARES TO DIRECTOR UNDER EMPLOYEE INCENTIVE SCHEME - MICHAEL CURNOW




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




'That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Directors to issue up to 3,125,000 Shares to Mr Michael Curnow or his nominee pursuant to the Employee Share Plan in accordance with the terms and conditions of the Employee Share Plan.'




Short explanation: The Listing Rules requires the Company to seek shareholder approval before a director may acquire securities under an employee incentive scheme.







Voting exclusion: The Company will disregard any votes cast on this resolution by the Directors of the Company and any associate of those persons. However, the Company will not disregard a vote cast on this Resolution if:

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

2. it is cast by the Chair of the Meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.




Restriction on proxy voting by key management personnel or closely related parties: A person appointed as proxy must not vote, on the basis of that appointment, on this resolution if:

1. the proxy is either:

2. a member of the key management personnel for the Company; or

3. a closely related party of such a member; and

4. the appointment does not specify the way the proxy is to vote on this resolution. However, the above prohibition does not apply if:

5. the proxy is the Chair of the Meeting; and

6. the appointment expressly authorises the Chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.




RESOLUTION 9 - REDUCTION OF CAPITAL - IN SPECIE DISTRIBUTION

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




'That, for the purposes of section 256C of the Corporations Act and for all other purposes, the issued share capital of the Company be reduced by the Company making a pro‐rata in specie distribution of 643,949,325 fully paid ordinary shares held in Aurora Uranium Limited (ACN 604 406 377) to Shareholders in the Company on the terms set out in the Explanatory Statement accompanying this Notice.'




Short Explanation: The Company wishes to transfer to Shareholders on a pro‐rata basis all of the shares that it holds in Aurora Uranium Limited. This in‐specie distribution constitutes an equal reduction of capital which requires shareholder approval under the Corporations Act.

VOTING AND PROXIES




1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. The Chairman will vote undirected proxies on, and in favour of, all of the proposed Resolutions (including Resolutions 1, 6, 7 and 8). In relation to Resolutions 1, 6, 7 and 8, the proxy form expressly authorises the Chairman to exercise the proxy even though the resolutions are connected directly or indirectly with the remuneration of a member of the key management personnel. Any undirected proxies held by a Director, any member of the key management personnel or any of their closely related parties (who are not the Chairman) will not be voted on Resolutions 1, 6, 7 and 8.

4. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 18 November 2015 at 4.00pm (WST).

5. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.




By order of the Board




Mr Steven Jackson Company Secretary

Dated: 13 October 2015

ENERGY VENTURES LIMITED ACN 106 523 611




EXPLANATORY STATEMENT




This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

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




1. FINANCIAL STATEMENTS AND REPORTS

   
   

   The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

   
   

   The Company is not required to provide a hard copy of the Company's annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

   
   

   Whilst the Company will not provide a hard copy of the Company's annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at http://www.energyventures.com.au.

   
   

   Shareholders will be offered the following opportunities:

   
   

2. discuss the Annual Financial Report for the financial period ended 30 June 2015;

   
   

3. ask questions and make comment on the management of the Company; and

   
   

4. ask the auditor questions about the conduct of the audit and preparation and content of the auditor's report.

   
   

5. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   
   

6. General

   
   

   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

   
   

   The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2015.

   
   

   A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

   
   

7. Voting Consequences

   
   

   Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a 'Spill Resolution') that another general meeting be held within 90 days at which all of the Directors (other than the Managing Director) must go up for re‐election.

8. Previous voting results

   
   

   At the Company's previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

   
   

9. Proxy restrictions




If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Remuneration Report) by marking either 'For', 'Against' or 'Abstain' on the Proxy Form for Resolution 1.




If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report (who is not the Chairman) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution 1, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution 1.




The Chairman intends to vote all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting 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 giving express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.




Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's key management personnel for the financial year to 30 June 2015. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.




10. RESOLUTION 2 - RE‐ELECTION OF DIRECTOR - MICHAEL CURNOW

    
    

    Mr Michael Curnow was last re‐elected on 16 November 2012.

    
    

    Pursuant to clause 13.2 of the Company's Constitution, Mr Curnow, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re‐election as Director of the Company.

    
    

    A summary of Mr Curnow's qualifications and experience is provided in the Company's Annual Report. The Board recommends the re‐election of Michael Curnow as a Director.

11. RESOLUTION 3 - RATIFY THE ISSUE OF PLACEMENT SHARES

    
    

12. Background

    
    

    The Company announced on 29 June 2015 that it had agreed to issue 80,000,000 Shares at 0.5 cents each with one free attaching Option (exercise price 2 cents and expiry date of 12 months from issue) for every Share subscribed for. The Placement was to sophisticated, professional and other exempt investors that are unrelated parties.

    
    

    The Shares were issued within the Company's placement capacity (and are the subject of ratification pursuant to Resolution 3) and the issue of the Options is the subject of Shareholder approval (pursuant to Resolution 4).

    
    

13. Requirements of the Listing Rules

    
    

    Listing Rule 7.1 provides that, without shareholder approval, during any 12 month period, a company must not issue or agree to issue more equity securities than 15% of the number of fully paid ordinary securities on issue 12 months before the issue date or the agreement to issue, unless an exception applies.

    
    

    The Company issued the Shares the subject of this Resolution within its 15% placement capacity.

    Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, it was within the 15% placement capacity) and shareholders subsequently approve it. The effect of approval under Listing Rule 7.4 is to refresh a company's 15% placement capacity. Listing Rule 7.4 also applies to issues made without approval under Listing Rule 7.1A.

    
    

    For the purposes of Listing Rule 7.5, the following information is provided to Shareholders:

    
    

14. The number of securities issued was 80,000,000 Shares.

    
    

15. The Shares were issued at an issue price of 0.5 cents per Share to raise a total of $400,000.

    
    

16. The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

    
    

17. The Shares were issued to sophisticated, professional and other investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act. None of the subscribers is a related party of the Company.

    
    

18. The Company intends to use the funds for due diligence on new technology investments and general working capital.




19. RESOLUTION 4 - APPROVAL OF PLACEMENT OPTIONS

    
    

20. Background

    
    

    Resolution 4 seeks Shareholder approval so that the Company may issue up to 80,000,000 Options as part of the Placement. The Options will be issued to the parties that subscribed for Shares the subject of Resolution 3.

    
    

21. Requirements of the Listing Rules

    
    

    Shareholder approval is required for the purposes of Listing Rule 7.1 as the Company has used its remaining 15% placement capacity by the placement of Shares the subject of Resolution 3.

    
    

    Information about Listing Rule 7.1 is set out in Section 4.2 above.

    
    

    For the purposes of Listing Rule 7.3, the following information is provided to Shareholders:

    
    

22. The maximum number of securities to issue is 80,000,000 Options.

    
    

23. The Options will be issued no later than 3 months after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

    
    

24. The Options are to be issued for no consideration as attaching Options to the Shares the subject of Resolution 3.

    
    

25. The Options will be issued to the parties that subscribed for Shares the subject of Resolution 3 being sophisticated, professional and other investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act. None of the parties will be a related party of the Company.

    
    

26. The Options have an exercise price of 2 cents and an expiry date of 31 December 2016. The full terms of the Options are set out in Schedule 1.

    
    

27. There will be no funds raised by the issue of the Options.

    
    

28. It is intended that the Options will be issued on one date.

29. RESOLUTION 5 - APPROVAL TO CHANGE COMPANY NAME

    
    

    Section 157 of the Corporations Act requires the Company to obtain the approval of its Shareholders by special resolution to a change of the Company's name. A special resolution must be passed by at least 75% of the votes cast by Shareholders who are entitled to vote at the meeting.

    
    

    Resolution 5 seeks the approval of Shareholders for the Company to change its name 'EVE Investments Limited'. The Directors believe the new name will more accurately reflect the Company's activities as an investment company.

    
    

    If Resolution 5 is passed, the change of name will take effect when ASIC alters the details of the Company's registration.

    
    

    The proposed name has been reserved by the Company and if the Resolution is passed, the Company will lodge a copy of a special resolution with ASIC.

    
    

30. RESOLUTION 6 - APPROVAL OF EMPLOYEE INCENTIVE SCHEME

    
    

31. Background

    
    

    The Board adopted the Employee Share Plan (known as the Energy Ventures Employee Share Plan) on 10 October 2012 to enable the Company to issue Shares under the Employee Share Plan to eligible participants being a full or part‐time employee or a Director of the Company or a related body corporate.

    
    

    The Employee Share Plan is intended to provide an opportunity to eligible participants to participate in the Company's future growth and assist with reward and retention of eligible participants.

    
    

    A copy of the Employee Share Plan will be made available for inspection at the Meeting. A summary of the Employee Share Plan is set out in Schedule 2.

    
    

32. Regulatory Requirements

    
    

    Shareholder approval is not required under the Corporations Act or the Listing Rules for the operation of the Employee Share Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the placement limits imposed by Listing Rules 7.1 and 7.1A on the number of securities that may be issued without shareholder approval. Listing Rule 7.2 exception 9(b) provides that Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by shareholders and the issue of securities is within 3 years from the date of shareholder approval of the issue of securities under the employee incentive scheme.

    
    

    The Employee Share Plan was last approved by Shareholders for the purposes of Listing Rule 7.2 exception 9(b) on 16 November 2012. The number of securities issued under the Employee Share Plan since the last approval is 66,607,146 Shares.

    
    

    If an offer is made to a Director to participate in the Employee Share Plan then separate Shareholder approval will need to be obtained.

    
    

33. Recommendation




The Board recommends that Shareholders again approve the Employee Share Plan for the purposes of Listing Rule 7.2 exception 9(b). It will allow the Company to issue securities for the benefit of participants of the Employee Share Plan whilst preserving the Company's placement limits of issuing securities and provide flexibility in the manner in which the Employee Share Plan is managed.

34. RESOLUTIONS 7 AND 8 - APPROVAL OF ISSUE OF SHARES TO DIRECTORS UNDER EMPLOYEE INCENTIVE SCHEME




1. Background

   
   

   The Board proposes to invite Mr Alasdair Cooke (the Executive Chairman) and Mr Michael Curnow (Non‐ Executive Director) to apply for Shares under the Employee Share Plan in lieu of the payment of Director's fees that will accrue to each of the Directors over the 12 months from 1 September 2015. The invitations will be made on a quarterly basis for services that have been provided to the Company during the previous quarter (payment in arrears). The Employee Share Plan can be therefore be used to reduce the cash costs of the Company by allowing Messrs Cooke and Curnow to take their remuneration in equity. As a consequence, a greater proportion of the Company's cash reserves can therefore be allocated to advancing the Company's investments.

   
   

   Resolutions 7 and 8 seek Shareholder approval for the issue of up to a total of 12,500,000 Shares to Messrs Cooke and Curnow under Employee Share Plan as follows:

   
   

   Director

   Dec‐15 Qtr

   Shares

   Mar‐16 Qtr

   Shares

   Jun‐16 Qtr

   Shares

   Sep‐16 Qtr

   Shares

   Total Number

   of Shares

   Alasdair Cooke	2,343,750	2,343,750	2,343,750	2,343,750	9,375,000
   Michael Curnow	781,250	781,250	781,250	781,250	3,125,000

   The maximum number of Shares to be issued under the Employee Share Plan will be equal to the amount of Director's fees that have accrued and are owing to each respective Director at each quarter. The Company will issue Shares under the Plan to the Directors subject to the requirements of the Listing Rules and/or the Corporations Act. The deemed issue price for the Shares has been fixed at 0.8 cents. This issue price is greater than the most recent closing price of Shares at the date of this Notice of 0.6 cents.

   
   

   The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act (the related party provisions) is not required as the issue of Shares under the Employee Share Plan is on reasonable arms length terms so far as the Company is concerned as the Shares are to be issued under the Employee Share Plan after fees have accrued and at a fixed price greater than the price of Shares at the date of this Notice.

   
   

2. Requirements of the Listing Rules




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




An exception to Listing Rule 10.11 is set out in Listing Rule 10.12 (exception 4) which provides that Listing Rule

10.11 does not apply to issues made with the approval of shareholders under Listing Rule 10.14.




Listing Rule 10.14 provides that an entity must only allow Directors or their associates to acquire securities under an employee incentive plan with the approval of Shareholders and provided the Notice of Meeting complies with Listing Rules 10.15 or 10.15A.




The Employee Share Plan is an employee incentive scheme for the purposes of the Listing Rules. For the purposes of Listing Rule 10.15, the following information is provided to Shareholders:

1. The Shares will be granted to Mr Cooke, the Executive Chairman of the Company and Mr Curnow, a Non‐ Executive Director of the Company, or their nominees.

   
   

2. The maximum number of Shares that may be acquired by Messrs Cooke and Curnow is up to 12,500,000 Shares.

   
   

3. The Shares will be issued in lieu of cash remuneration that Messrs Cooke and Curnow as Directors are entitled to be paid and, accordingly, no funds will be raised. The Shares under the Employee Share Plan