CORE EXPLORATION LIMITED
ACN 146 287 809
NOTICE OF GENERAL MEETING EXPLANATORY NOTES
PROXY FORM
Date of Meeting
Thursday 18 August 2016
Time of Meeting
11:00 am (Adelaide time)
Place of Meeting Core Exploration 26 Gray Court,
Adelaide, South Australia
CORE EXPLORATION LIMITED ACN 146 287 809
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of Shareholders of Core Exploration Ltd ("Company") will be held at the offices of the Company, 26 Gray Court, Adelaide, South Australia on Thursday 18 August 2016 at 11:00 am (Adelaide time).
The business to be considered at the General Meeting is set out below.
This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes, which forms part of this Notice of Meeting and contains information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the Resolutions set out in this Notice of Meeting, you should consult your financial or other professional adviser.
Defined terms used in this Notice of Meeting have the meanings given to those terms in the Glossary at the end of the Explanatory Notes.
ORDINARY RESOLUTIONS
Resolution 1 - Ratification of Shares issued in the preceding 12 month period
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the allotment and issue of 52,585,715 Shares during the preceding 12 month period on the terms and to the parties set out in the Explanatory Notes is ratified."
Resolution 2 - Ratification of Quoted Options issued in the preceding 12 month period
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the allotment and issue of 2,000,000 Quoted Options during the preceding 12 month period on the terms and to the parties set out in the Explanatory Notes is ratified."
Resolution 3 - Issue of Director Performance Rights to Mr Stephen Biggins
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 10.14, approval is given for the issue and allotment of 3,000,000 Director Performance Rights to Mr Stephen Biggins (or his nominee) under the Core Exploration Limited Performance Share Plan."
Voting exclusions and restrictions
Voting exclusion in relation to Resolutions 1 and 2 (ratification of Shares and Quoted Options issued)
In accordance with the ASX Listing Rules, the Company will disregard any votes cast on these Resolutions by any person who participated in the issue and any associate of such persons. However, the Company need not disregard a vote if:
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it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting exclusions and voting restriction in relation to Director remuneration (Resolution 3)
In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this Resolution by Mr Biggins, Mr English and Mr Hellewell and any associates of Mr Biggins, Mr English and Mr Hellewell. However, the Company need not disregard a vote if:
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it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Further, in accordance with the Corporations Act, a vote must not be cast on this Resolution (and will be taken not to have been cast if cast contrary to this restriction) by a Key Management Personnel, and any Closely Related Party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this Resolution. However, the member or any Closely Related Party of such a member may vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution or by a person who is the chair of the Meeting at which the Resolution is voted on and the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a Key Management Personnel.
By order of the Board
Jaroslaw (Jarek) Kopias Company Secretary Adelaide, 14 July 2016
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your Shareholding and your vote is important.
VOTING AND PROXY
A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should either attend in person at the time, date and place of the Meeting set out above or appoint a proxy or proxies to attend or vote on the Member's behalf.
For the convenience of Members, a Proxy Form is enclosed. In completing the attached Proxy Form, Members must be aware that where the Chairman of the Meeting is appointed as their proxy, they will be directing the Chairman to vote in accordance with the Chairman's voting intention unless you indicate otherwise by marking the "For", "Against" or "Abstain" boxes. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. Members should note that they are entitled to appoint the Chairman as a proxy with a direction to cast the votes contrary to the Chairman's voting intention, or to abstain from voting, on any Resolution in the Proxy Form. Also, Members may appoint, as their proxy, a person other than the Chairman.
A proxy does need not be a Member of the Company. A Member who is entitled to attend and cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion or number of voting rights each proxy may exercise. If the Member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Member.
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In order to be valid, the Proxy Form must be received by the Company at the address or facsimile number specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 11:00am Adelaide time on
16 August 2016):
By mail: Core Exploration Limited
c/- Security Transfer Registrars Pty Ltd PO BOX 52
Collins Street West VIC 8007
By hand: Exchange Tower, Level 9, Suite 913
530 Little Collins Street
MELBOURNE VIC 3000 AUSTRALIA
By facsimile: +61 8 9315 2233
Any Proxy Forms received after that time will not be valid for the Meeting.
A Member who is a body corporate may appoint a representative to attend the Meeting in accordance with the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting.
For the purpose of determining the voting entitlements at the Meeting, the Directors have determined that Shares will be taken to be held by the registered holders of those Shares at 6:30pm Adelaide time on 16 August 2016. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.