Tribune Resources Limited

ACN 009 341 539

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Friday 27 November 2015

10.00am Perth time (WST) IBIS Styles Kalgoorlie

45 Egan Street Kalgoorlie Western Australia

The Annual Report is available online at www.tribune.com.au

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 (08) 9474 2113.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Tribune Resources Limited will be held at the IBIS Styles Kalgoorlie, 45 Egan Street, Kalgoorlie on Friday 27 November 2015 commencing at 10.00am WST.

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 25 November 2015 at 5.00pm (WST).

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

AGENDA

Annual Report

To table and consider the Annual Report of the Company for the year ended 30 June 2015, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Resolution 1 - Adoption of Remuneration Report

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

'That, the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the remuneration report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

1. the person is acting as a proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

2. the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel.

Resolution 2 - Re-election of Director - Mr Gordon Sklenka

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

'That, for the purpose of clause 17.4(a) of the Constitution and for all other purposes, Mr Gordon Sklenka, a Director who was appointed on 30 November 2011, retires by rotation, and being eligible, is elected as a Director.'

Resolution 3 - Approval of 10% Placement Facility

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

'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the 10% Placement Facility (and any associates of such a person) and a person who might obtain a benefit (and any associates of such a person), except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.

However, the Company will not disregard a vote if:

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

2. it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

Resolution 4 - Re-appointment of Auditor

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

special resolution:

'That, for the purposes of Section 327B of the Corporations Act, and for all other purposes, RSM Bird Cameron Partners, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company on the terms and conditions in the Explanatory Memorandum.'

Dated 7 October 2015

BY ORDER OF THE BOARD

Mr Otakar Demis

Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

   This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the IBIS Styles Kalgoorlie, 45 Egan Street, Kalgoorlie on Friday, 27 November 2015 commencing at 10.00am (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 in the Notice.

   
   

   A Proxy Form is located at the end of the Explanatory Memorandum.

   
   

2. Action to be taken by Shareholders

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

   
   

3. 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 thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

   
   

   Please note that:

   
   

4. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

5. a proxy need not be a member of the Company; and

6. a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

   
   

   The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

   
   

7. Voting Prohibition by Proxy Holders

   
   

   In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

   
   

8. a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

   
   

9. a Closely Related Party of such member.




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




1. the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or

2. the person is the Chairman and the appointment of the Chairman as proxy:

3. does not specify the way the proxy is to vote on Resolution 1; and

4. expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel.




5. Annual Report

   There is no requirement for Shareholders to approve the Annual Report. Shareholders will be offered the following opportunities:

6. discuss the Annual Report which is online at www.tribune.com.au;

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

8. ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.




In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:




1. the preparation and the content of the Auditor's Report; and

2. the conduct of the audit;

3. accounting policies by the Company in relation to the preparation of the financial statements; and

4. the independence of the auditor in relation to the conduct of the audit,




may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.




9. Resolution 1 - Remuneration Report

   Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

   
   

   Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

   
   

   However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Director and Executive Remuneration Act) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

   
   

   The Director and Executive Remuneration Act introduced new sections 205U and 250Y, amongst others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings (Two Strikes Rule).

   
   

   Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report will cease to hold office immediately before that further meeting but may stand for re- election.

   
   

   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, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.

   
   

   The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

   
   

   The Chairman intends to exercise 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, the Shareholder is considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.

   
   

10. Resolution 2 - Re-election of Director - Mr Gordon Sklenka

    Clause 17.4(a) of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded down to the nearest whole number), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

    
    

    The Directors to retire at an annual general meeting are those who have been longest in the office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

    
    

    A Director who retires by rotation under clause 17.4(a) of the Constitution is eligible for re- election.

    
    

    The Company currently has 3 Directors and accordingly one must retire.

    
    

    Mr Gordon Sklenka will retire in accordance with clause 17.4(a) of the Constitution and being eligible, seeks re-election.

    
    

    Details of Mr Gordon Sklenka's background and experience are set out in the Annual Report.

    
    

    The Board (excluding Mr Gordon Sklenka) recommends that Shareholders vote in favour of Resolution 2. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 2.

    
    

11. Resolution 3 - Approval of 10% Placement Facility

12. General

    
    

    Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements in the 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

    
    

    An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalization of $300 million or less. The Company is an eligible entity.

    
    

    The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

    
    

    The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer Section

    6.2 below).

    
    

    The Company may use the 10% Placement Facility to fund ongoing development.

    
    

    The Directors of the Company believe Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

    
    

    6.2 Description of Listing Rule 7.1A

    
    

13. Shareholder approval

    
    

    The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

    
    

14. Equity Securities

    
    

    Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

    
    

    The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities.

    
    

15. Formula for calculating 10% Placement Facility

    
    

    Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

    
    

    (A x D) - E

    
    

    A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

    
    

16. plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

    
    

17. plus the number of partly paid shares that became fully paid in the 12 months;

    
    

18. plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

    
    

19. less the number of fully paid shares cancelled in the 12 months.




Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.




1. is 10%

   
   

2. is the number of Equity Securities issued or agreed to be issued under listing rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.




20. Listing Rule 7.1 and Listing Rule 7.4

    
    

    The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

    
    

    At the date of this Notice, the Company has on issue 50,003,023 Shares and therefore has a capacity to issue:

    
    

21. 7,500,453 Equity Securities under Listing Rule 7.1; and

22. subject to Shareholder approval being obtained, a maximum of 5,000,302 Equity Securities may be issued under Listing Rule 7.1A.

    
    

    The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

    
    

23. Minimum Issue Price

    
    

    The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days (on which trades in that class of Equity Securities were recorded) immediately before:

    
    

24. the date on which the price at which the Equity Securities are to be issued or agreed; or

25. if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

26. 10% Placement Period

    
    

    Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

    
    

27. the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

28. the date of the approval by shareholders of a transaction under Listing Rules

11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),




(10% Placement Period).




1. Listing Rule 7.1A

   
   

   The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

   
   

   Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

   
   

2. Specific information required by Listing Rule 7.3A




Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:




1. The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days (on which trades in that class of Equity Securities were recorded) immediately before:

2. the date on which the price at which the Equity Securities are to be issued is agreed; or

3. if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

4. If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

5. the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

6. the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity

   
   

   Securities are issued as part of the consideration for the acquisition of a new asset,

   
   

   which may have an effect on the amount of funds raised by the issue of the Equity Securities.

   
   

   The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

   
   

   The table shows:

   
   

7. two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

8. two examples of where the issue price or ordinary securities has decreased by 50% and increased by 100% as against the current market price.

   Dilution example

   
   

   
   

   Variable 'A' in Listing Rule 7.1A.2	Dilution
   	$2.05 50% decrease in Issue Price	$4.10 Issue Price	$8.20 100% increase in Issue Price
   Current Variable 'A' 50,003,023 Shares	10% Voting Dilution	5,000,302 Shares	5,000,302 Shares	5,000,302 Shares
   	Funds raised	$10,250,619	$20,501,238	$41,002,476
   50% increase in current Variable 'A 75,004,535 Shares	10% Voting Dilution	7,500,453 Shares	7,500,453 Shares	7,500,453 Shares
   	Funds raised	$15,375,929	$30,751,857	$61,503,715
   100% increase in current Variable 'A' 100,006,046 Shares	10% Voting Dilution	10,000,604 Shares	10,000,604 Shares	10,000,604 Shares
   	Funds raised	$20,501,238	$41,002,476	$82,004,953

   
   

   The table has been prepared on the following assumptions:

   
   

9. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

10. No Options are issued and subsequently exercised into Shares before the date of the issue of the Equity Securities;

11. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example at 10%.

    
    

12. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder's holding at the date of the Meeting.

13. The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

14. The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

15. The issue price is $4.10, being the closing price of the Shares on ASX on 7 October 2015.

16. The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule

    11.1.2 (a significant change to a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

17. The Company may seek to issue the Equity Securities for the following purposes:

18. non-cash consideration for the acquisition of the new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

19. cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration on the Company's current assets such as the East Kundana Joint Venture and the project in Japa, Ghana and/or general working capital.

    
    

    The Company will comply with the disclosure obligations under the Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

    
    

    The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

    
    

20. the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

21. the effect of the issue of the Equity Securities on the control of the Company;

22. the financial situation and solvency of the Company; and

23. advice from corporate, financial and broking advisers (if applicable).




The allottees under the 10% Placement Facility have not been determined as at the date of Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company. The Company notes that issues under listing rule 7.1A to related parties (whether existing or new Shareholders) are only permitted if the issue falls within Listing Rule 7.2 exception 14, or an exception in Listing Rule 10.12.




Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.




24. The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting on 28 November 2014. In the 12 months preceding the date of the 2015 Annual General Meeting, the Company did not issue any Equity Securities.




A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.




25. Resolution 4 - Re-appointment of Auditor

At the Company's general meeting on 13 May 2015, Shareholders approved:




1. the removal of BDO Audit (WA) Pty Ltd as the Company's auditor pursuant to section 329 of the Corporations Act; and

2. the appointment of RSM Bird Cameron Partners (RSM) as the Company's auditor under section 327D of the Corporations Act.




Under section 327D of the Corporations Act, the Company, in a general meeting, may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act. However, section 327D(5) provides that an auditor appointed under section 327D holds office until the Company's next annual general meeting. Accordingly, RSM's appointment as auditor will expire at the Meeting.




Section 327B(1) of the Corporations Act requires that a company must appoint an auditor to fill any vacancy in the office of auditor at the next annual general meeting following the vacancy arising.




Accordingly, Resolution 2 is a special resolution seeking the appointment of RSM Bird Cameron Partners (RSM) as the auditor of the Company on and from the close of the Meeting.




As required by the Corporations Act, a nomination for RSM to be appointed as the auditor of the Company has been received from a Shareholder. A copy of the nomination of RSM as auditor is set out in Schedule 2 to this Notice.




RSM has given its written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act, subject to shareholder approval of this resolution.




If Resolution 4 is passed, the appointment of RSM as the Company's auditor will take effect at the close of this Meeting.