IOT Group Limited‌‌‌

Level 14

39 Martin Place

SYDNEY NSW 2000

IOT GROUP LIMITED - NOTICE OF 2016 ANNUAL GENERAL MEETING

Notice is given that the first Annual General Meeting (Meeting or AGM) of shareholders of IOT Group Limited (IOT or the Company) (formerly Ardent Resources Limited) will be held at the Company's offices at Level 14, 39 Martin Place Sydney NSW 2000 on Thursday, 30 June 2016 at 11:00 AM (Sydney time).

ORDINARY BUSINESS

1. Financial Report

   To receive and consider the Financial Report of the Company and the consolidated entities, and the Reports of the Directors and Auditor for the financial year ended 31 December 2015.

2. Remuneration Report

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

   "That the Remuneration Report for the financial year ended 31 December 2015, as set out in the Directors' Report section of the Annual Report, be adopted".

   (Note - the vote on this resolution is advisory only and does not bind the Directors or the Company.)

3. Election of Directors

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

   "That Simon Kantor, a Director appointed by the Directors as an additional Director on the Board, who in accordance with the Company's constitution holds office only until the close of the AGM, and who is eligible for re-election, be re-elected as a Director of the Company."

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

   "That Ian Duffell, a Director appointed by the Directors as an additional Director on the Board, who in accordance with the Company's constitution holds office only until the close of the AGM, and who is eligible for re-election, be re-elected as a Director of the Company."

6. Re-election of Director

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

   "That Scott Brown, who retires by rotation in accordance with clause 39 of the Company's Constitution and being eligible, offers himself for re-election, be re-elected as a director of the Company".

7. Previous Issue of Shares

   'To consider and if thought fit, pass the following as an ordinary resolution: "That the issue of;

8. 340,000 ordinary shares and 80,000 ordinary shares in the company on 18 May 2016 and 24 May 2016 respectively;

9. 2,000,000 ordinary shares in the company on 17 May 2016;

10. 6,757,231 ordinary shares in the company on 12 May 2016;

11. 4,000,000 ordinary shares in the company on 3 May 2016;

12. 4,250,000 ordinary shares in the company on 19 April 2016; and

13. F. 21,071,429 ordinary shares and 937,500 shares in the company issued 18 March 2016, on the terms summarised in the Explanatory Notes accompanying the notice of meeting, be

    approved and ratified for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes".

14. Issue of up to 100,000,000 ordinary shares

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

    "That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given to allow the Directors to issue up to 100,000,000 ordinary shares within 3 months after the AGM".

15. Issue options to Simon Kantor or his nominee

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

    "That, approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, for the issue of 12,500,000 options to acquire 12,500,000 ordinary shares in the capital of the Company to Simon Kantor, a Director of the Company or his nominee, in the manner described in the Explanatory Notes accompanying the notice of meeting."

16. Issue options to Ian Duffell or his nominee

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

    "That, approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, for the issue of 10,000,000 options to acquire 10,000,000 ordinary shares in the capital of the Company to Ian Duffell, a Director of the Company or his nominee, in the manner described in the Explanatory Notes forming part of this Notice of Meeting."

17. Issue options to Scott Brown or his nominee

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

    "That, approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, for the issue of 7,500,000 options to acquire 7,500,000 ordinary shares in the capital of the Company to Scott Brown, a Director of the Company or his nominee, in the manner described in the Explanatory Memorandum forming part of this Notice of Meeting."

19. - Removal of auditor

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

    "That Russell Bedford NSW be removed as the auditor of the Company, under section 329 of the Corporations Act 2001."

    Note: Russell Bedford NSW has informed the Company that it has applied to ASIC requesting its consent to resign from the office of auditor of the Company, and that it will provide formal written notification of resignation in accordance with section 329(5) of the Corporations Act 2001 once ASIC's consent is received. If ASIC's consent and Russell Bedford NSW's resignation is received before the meeting, thereby making resolution 10 unnecessary, the resolution will be withdrawn.

    SPECIAL BUSINESS

20. - Appointment of auditor

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

    "That, subject to resolution 10 being passed (or the Company receiving written notification of resignation as auditor of the Company from Russell Bedford NSW with the consent of ASIC before the date of the meeting), the firm A.D. Danielli Audit Pty Ltd be appointed as auditor of the Company in place of Russell Bedford NSW, under section 327D(2) of the Corporations Act 2001 (if resolution 10 is passed) or under section 327B(1) of the Corporations Act 2001 (if the Company receives Russell Bedford NSW's written notification of resignation with the consent of ASIC before the date of the meeting)."

    12. Amendment of Constitution

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

    That, the Constitution of the Company be amended to include the following clause with effect from the close of the Meeting:

    "Agreement on behalf of members

    If the company distributes specific assets to any members, the company may make, as agent of those members, or the board may authorise any other person to make, as agent of those members, an agreement with the company or any other person under which those members accept the transfer of those assets and, in the case of a distribution of shares of a body corporate or securities of a trust, agree to become members of that body corporate or holders of securities in that trust."

    By Order of the Board

    Ron Hollands 30 May 2016

    ELIGIBILITY TO VOTE

    For the purpose of the Meeting, the Directors have determined that shares will be taken to be held by persons registered as shareholders of the Company as at 7:00 PM (Sydney time) on Tuesday, 28 June 2016.

    PROXIES

    Each shareholder who is entitled to attend and vote at the AGM may appoint not more than two proxies to attend and vote at the AGM on the shareholder's behalf. A proxy need not be a shareholder of the Company, and may be either an individual or a body corporate. Where two proxies are appointed by a shareholder, the shareholder may specify the proportion or number of votes which each proxy is entitled to exercise on a poll. If the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise one half of the votes (disregarding fractions) on a poll.

    Due to the voting exclusions and requirements referred to in this Notice, if you intend to appoint any Director or other member of the Company's 'key management personnel'1(KMP) or their closely related parties, other than the Chairman, as your proxy, you should direct your proxy how to vote on Item 2 (Remuneration Report) by marking either "For", "Against" or "Abstain" on the Proxy Form for the relevant Item of business. If you do not direct such a proxy how to vote on those Items they will not be able to vote an undirected proxy and your vote will not be counted. This does not apply to the Chairman, who is able to vote undirected proxies.

    Direction to Chairman: If the Chairman of the Meeting is appointed, or taken to be appointed, as proxy, the shareholder can direct the Chairman of the Meeting to vote for or against or to abstain from voting on a resolution, including Item 2 (Remuneration Report), by marking the appropriate box opposite each resolution on the Proxy Form. However, if a shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on the proposed resolutions set out in this Notice, then the Chairman intends to vote all available undirected proxies in favour of each of the proposed resolutions, including Item 2 (Remuneration Report) (if a poll is called on the relevant resolution).

    CORPORATE REPRESENTATIVES

    A body corporate which is a shareholder or the proxy of a shareholder may appoint an individual as its representative to exercise all or any of its powers that it could exercise at the Meeting. The representative should bring to the meeting original documentary evidence of his or her appointment, including any authority under which the appointment is signed.

    VOTING EXCLUSIONS

    The Company will disregard any votes cast on the resolutions as follows:

    Item 2 Remuneration Report

    A vote must not be cast (in any capacity) on Item 2, and the Company will disregard any votes cast on Item 2:

    • by or on behalf of a KMP whose remuneration is included in the Remuneration Report; or

    • by or on behalf of a closely related party2(such as close family members and any controlled companies) of a KMP whose remuneration is included in the Remuneration Report.

      However, a person described above may cast a vote on Item 2 if:

    • the person does so as a proxy that specifies how the proxy is to vote (For, Against or Abstain) on Item 2; or

    • the person is the Chairman of the Meeting and has been appointed as a proxy without being directed how to vote on Item 2, and the appointment expressly authorises the Chairman to exercise the proxy even though Item 2 is connected directly or indirectly with the remuneration of a member of the KMP for the Company; and

    • in either case, the vote is not cast on behalf of a person described above.

    1For the full definition of 'key management personnel', please refer to section 9 of the Corporations Act 2001.

    2For the full definition of 'closely related party', please refer to section 9 of the Corporations Act 2001.