THOR MINING PLC‌

Registered Number 05276414 (United Kingdom) ARBN 121 117 673 (Australia)

NOTICE OF ANNUAL GENERAL MEETING

Date of Meeting: Thursday 26th November 2015 Time of Meeting: 11.00 a.m. (London Time) Venue: Grant Thornton UK LLP,

30 Finsbury Square, London EC2P 2YU

This Notice of Annual General Meeting and accompanying Explanatory Notes and Proxy Form or CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Thor Mining plc 3rd Floor

55 Gower Street London WC1E 6HQ UNITED KINGDOM

23 October 2015

Dear Shareholder

Notice of annual general meeting

Thor Mining plc ('Thor' or 'the Company') is pleased to invite you to its annual general meeting to be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, United Kingdom on 26th November 2015 at 11.00 a.m. (London time) for the purpose of considering and, if thought fit, passing of the resolutions contained in the notice.

In addition to the usual resolutions which are considered at an annual general meeting I would like to draw your attention to resolutions 6 to 10. Resolutions 6 to 10 seek shareholder approval for the issue of the Ordinary Shares to directors in lieu of cash remuneration.

None of the directors of the Company have been paid any part of their approved remuneration of A$40,000 per annum since the shares paid in lieu of cash payments, as approved at the last Annual General Meeting in November 2014. As a means of conserving the Company's cash reserves, all the Directors including myself, have again agreed to waive our right to cash remuneration for the period from 1st October 2014 to 30th September 2015 (inclusive) in substitution for shares in the Company, by way of ordinary shares of 0.01p each in the capital of the Company ('Ordinary Shares') at a price of A$0.00835 (0.0835 cents) per Ordinary Share.

In my capacity as Chief Executive Officer of the Company, I have also agreed to waive my right to be paid in cash remuneration for approximately 41% of the value of fees owed to me from 1st September 2014 to 30 September 2015 inclusive, in substitution for Ordinary Shares (59% having been paid, or to be paid, in cash).

Resolutions 5, 11 and 14 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders and it is the normal procedure for such authority to be renewed at the annual general meeting. The figures inserted at resolutions 5, 11 and 14 take account of the number of shares which are proposed to be issued:

• in lieu of cash remuneration as detailed at resolutions 6 to 10 which are required under the ASX Rules; and

• the number of shares the Company may seek to issue throughout the year until the next annual general meeting.

Resolutions 5, 11 and 14 are a requirement under English company law.

Under resolution 12 the Company is proposing to amend its articles of association to reflect developments in market practice since the Articles were first adopted in 2003. The principal amendment proposed is to allow the Company to sell the Shares of a Shareholder who holds less than a marketable parcel of Shares on the ASX, as permitted by ASX listing rules. Less than a marketable parcel of Shares is currently a parcel worth less than A$500. This right is included in the articles of association of many ASX listed companies and provides a means by which the Company can more efficiently manage its share register while ensuring those Shareholders who divest their less than marketable parcel of Shares receive value for those Shares without the need to arrange the sale themselves or pay brokerage or other costs. A copy of the new proposed article of association 11A is set out in Annexure A of the Explanatory Notes enclosed to this Notice and on our website www.thormining.com. The proposed new articles of association will also be

available for inspection at the annual general meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting.

Thor's directors believe that all of the resolutions, including resolutions 6 to 10 relating to the issue of Ordinary Shares to the directors of the Company in lieu of cash remuneration, are in the best interests of the Company and recommend that shareholders vote in favour of the resolutions at the annual general meeting, as the directors intend to do in respect of their own holdings of 253,580,394 Shares representing 6.2% per cent of the Company's issued share capital (to the extent they are not excluded from voting).

The Notes to the Notice of Annual General Meeting contain further detail explaining the resolutions. Yours faithfully

Michael Billing Executive Chairman

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Thor Mining PLC will be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, United Kingdom on 26th November 2015 at 11.00 a.m.(London time) for the purpose of considering and, if thought fit, passing the following resolutions ('Resolutions' or 'Resolution' as the case may be) which will be proposed as ordinary resolutions in the cases of Resolutions 1 to 10 (inclusive) and as special resolutions in the case of Resolutions 11 to 14 (inclusive).

AGENDA

ORDINARY BUSINESS ORDINARY RESOLUTIONS

1. To receive the report of the Directors and the audited financial statements of the Company for the year ended 30 June 2015.

   
   

2. To re-elect David Edward Thomas as a Director who, in accordance with Articles 125 and 126 of the Articles of Association, retires by rotation and being eligible, offers himself for re-election.

   
   

3. To re-elect Gregory Durack as a Director who, in accordance with Articles 125 and 126 of the Articles of Association, retires by rotation and being eligible, offers himself for re-election.

   
   

4. To re-appoint Chapman Davis LLP as auditors of the Company to act until the conclusion of the next Annual General Meeting and to authorise the Directors to determine their remuneration.

   
   

   SPECIAL BUSINESS ORDINARY RESOLUTIONS

5. That in substitution for all existing and unexercised authorities, the directors of the Company be and they are hereby generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ('the Act') to exercise all or any of the powers of the Company to allot Relevant Securities (as defined in this Resolution) up to a maximum nominal amount of £155,000 provided that this authority shall, unless previously revoked or varied by the company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date of the passing of this Resolution, unless renewed or extended prior to such time except that the directors of the Company may before the expiry of such period make an offer or agreement which would or might require Relevant Securities to be allotted after the expiry of such period and the directors of the Company may allot Relevant Securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. In this Resolution, 'Relevant Securities' means any shares in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, shares in the capital of the Company ('Shares').

   
   

6. That, subject to the passing of Resolutions 5 and 14, and for the purposes of ASX Listing Rule

   10.11 and for all other purposes, Shareholders approve the issue and allotment of 165,281,438 Shares to CHESS Depository Nominees Pty Ltd to be beneficially held by Chairman, Michael Billing or his nominee (in the form of CDIs), subject to the terms and conditions and voting exclusions detailed in the Explanatory Notes to this notice of Annual General Meeting ('Explanatory Notes').

   
   

7. That, subject to the passing of Resolutions 5 and 14, and for the purposes of ASX Listing Rule

   10.11 and for all other purposes, Shareholders approve the issue and allotment of 47,904,192 Shares to CHESS Depository Nominees Pty Ltd to be beneficially held by Director, Michael Ashton or his nominee (in the form of CDIs) subject to the terms and conditions and voting exclusions detailed in the Explanatory Notes.

8. That, subject to the passing of Resolutions 5 and 14, and for the purposes of ASX Listing Rule

   10.11 and for all other purposes, Shareholders approve the issue and allotment of 47,904,192 Shares to CHESS Depository Nominees Pty Ltd to be beneficially held by Director, Gregory Durack or his nominee (in the form of CDIs) subject to terms and conditions and the voting exclusions detailed in the Explanatory Notes.

   
   

9. That, subject to the passing of Resolutions 5 and 14, and for the purposes of ASX Listing Rule

   10.11 and for all other purposes, Shareholders approve the issue and allotment of 47,904,192 Shares to CHESS Depository Nominees Pty Ltd to be beneficially held by Director, Trevor Ireland or his nominee (in the form of CDIs) subject to terms and conditions and the voting exclusions detailed in the Explanatory Notes.

   
   

10. That, subject to the passing of Resolutions 5 and 14, and for the purposes of ASX Listing Rule

    10.11 and for all other purposes, Shareholders approve the issue and allotment of 47,904,192 Shares to CHESS Depository Nominees Pty Ltd to be beneficially held by Director, David Thomas or his nominee (in the form of CDIs) subject to terms and conditions and the voting exclusions detailed in the Explanatory Notes.

    
    

    SPECIAL RESOLUTIONS

    
    

11. That, subject to and conditional on Resolution 5 being passed, and in substitution for and to the exclusion of any previous power given to the Directors, the Directors, pursuant to section 570(1) of the Act, be and they are empowered to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority of the Directors under section 551 of the Act, conferred by Resolution 5 above, as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:

12. the allotment of ordinary shares of 0.01p each in the capital of the Company ('Ordinary Shares') arising from the exercise of options and warrants outstanding at the date of this Resolution;

13. the allotment of equity securities (whether by way of a rights issue, open offer or otherwise) in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of the ordinary shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

14. the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate nominal amount of £115,000;

    
    

    and shall expire on the earlier of the date of the next Annual General Meeting of the Company or 15 months from the date of the passing of this Resolution save that the company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

15. That, the articles of association of the Company be amended to include provisions to allow the sale of unmarketable parcels of securities, by inserting a new article 11A and new definitions, as set out in Annexure A of the Explanatory Notes.

    
    

16. That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders authorise the Company to have the additional capacity to issue Equity Securities comprising up to 10% of the issued capital of the Company (at the time of issue) under ASX Listing Rule 7.1A, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Notes.

    
    

17. That, subject to the passing of Resolution 5, the directors of the Company be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) pursuant to the authority conferred upon them by Resolution 5 as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by the Resolution, unless previously revoked or varied by special resolution of the company in general meeting, shall be limited to the allotment of such number of equity securities as equates to a nominal amount of £40,000 to such directors and consultants as elect to acquire shares in the company in place of fees paid in cash and shall expire on the date of the next Annual General Meeting of the company save that the company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.




Voting Exclusion statement for Resolutions 6 to 10

The Company will disregard any votes cast on Resolutions 6 to 10 (inclusive) respectively by any person who is to receive the securities the subject of the relevant Resolution and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if that Resolution is passed) and any of their respective associates. However, the Company will not disregard the vote if:

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

2. it is cast by the person chairing the General 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.

   
   

   Voting exclusion statement for Resolution 13

   The Company will disregard any votes cast on Resolution 13 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 13 is passed.

   
   

   However, the Company will not disregard a vote if:

   
   

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

   
   

4. it is cast by the Chairman 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.

Proxy Form




If you are a registered holder of Ordinary Shares whether or not you are able to attend the meeting, you may use the enclosed form of proxy to appoint one or more persons to attend and vote on poll on your behalf. A proxy need not be a member of the Company.




A form of proxy is provided and may be sent to:




Computershare Investor Services PLC, The Pavilions,

Bridgwater Road, Bristol BS99 6ZY




Shareholder help line telephone is available at 0370 707 1343




CDI voting instruction form




Holders of CDIs on the Australian CDI registry may only vote by directing CHESS Depositary Nominees Pty Ltd ('CHESS' the Depositary Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed. Please see the Notes to the Notice of Annual General Meeting for more details.




The CDI voting instruction form can be returned to:




Computershare Investor Services Pty Ltd GPO Box 242,

Melbourne, Victoria 3001




Shareholder help line telephone is available (within Australia) at 1300 850 505 and (outside Australia) at

+61 3 9415 4000.




Explanatory Notes and Annexures A and B




The Notes to the Annual General Meeting and Annexures A and B accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of General Meeting, and should be read in conjunction with this Notice.




By Order of the Board




Ray Ridge

Stephen F. Ronaldson Joint Company Secretary 23th October 2015

Notes to the Notice of Annual General Meeting Entitlement to attend and vote

1. Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001 and paragraph 18(c) of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the Meeting shall be entitled to attend and vote at the Meeting.

   
   

   Appointment of proxies

   
   

2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

   
   

3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

   
   

4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company at Computershare Investor Services in the UK (Refer Page 7).

   
   

5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

   
   

   Appointment of proxy using hard copy proxy form

   
   

6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

   
   

   To appoint a proxy using the proxy form, the form must be:

   • completed and signed;

   • sent or delivered to the Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and

   • received by the Company Secretary no later than 11.00 a.m. (London time) on 24 November 2015, or 48 hours before the time of any adjourned meeting.

     
     

     In the case of a member which is a Company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

     
     

     Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

     Appointment of proxy electronically

     
     

7. As an alternative to completing the hard-copy proxy form, shareholders can vote and appoint a proxy electronically by going to the following website www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as provided on your proxy card and agree to certain terms and conditions. For an electronic proxy to be valid, your appointment must be received by Computershare no later than 11.00

   a.m. (London time) on 24 November 2015, or 48 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a working day).

   
   

8. You may not use any electronic address provided within this notice or any related documents (including the form of proxy) to communicate with the Company other than as expressly stated.

   
   

   Appointment of proxy by joint members

   
   

9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

   
   

   Changing proxy instructions

   
   

10. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the Cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amend proxy appointment received after the relevant cut-off time will be disregarded.

    
    

    Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services in the UK (Refer page 7).

    
    

    If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

    
    

    Termination of proxy appointments

    
    

11. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

    
    

    In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

    
    

    In either case, the revocation notice must be received by the Company Secretary no later than 48 hours (excluding non-business days) prior to the meeting.

    
    

    If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

    
    

    Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

    Holders of CDIs in the Australian register:

    
    

12. Holders of CDIs will be permitted to attend the Meeting but may only vote by directing CHESS Depositary Nominees Pty Ltd ('CHESS' the Depositary Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed.

    
    

    The CDI voting instruction, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, should be sent to:

    Postal address: Computershare Investor Services Pty Ltd GPO Box 242

    Melbourne

    Victoria 3001 Australia

    Fax number (within Australia): 1800 783 447

    Fax number (from overseas): +61 3 9473 2555

    so as to arrive by not later than 10.00pm Australian Eastern Daylight Time (11.00 a.m. London time) on 23 November 2015 i.e. to allow CHESS sufficient time to lodge the combined proxies in the UK 48 hours before the time of the meeting (without taking into account any part of a day that is not a working day).

    
    

    Instructions for completing and lodging the CDI voting instruction form are appended to it.

    
    

    You must be registered as the holder of CDIs as at 10.00pm Australian Eastern Daylight Time (11.00 a.m. London time) on 23 November 2015 for your CDI voting instruction to be valid.

    
    

    Should the meeting be adjourned then the deadline for revised voting instructions and the record date for determining registered holders of CDIs will be 72 hours before the time that the adjourned meeting recommences.

    
    

    To obtain a copy of the CHESS Depositary Nominee's Financial Services Guide, go to www.asx.com.au/CDIs or phone 1300 300 279 if you would like one sent to you by mail.

    
    

    Issued shares and total voting rights

    
    

13. As at 15 October 2015, the Company's issued share capital comprised 4,103,091,211 Ordinary Shares of £0.0001 each and 982,870,766 Deferred Shares. Each Ordinary Share carries the right to one vote at a general meeting of the Company. Each Deferred Share has no rights whatsoever attached to it, including no right to vote at a general meeting. Therefore, the total number of voting rights in the Company as at 15 October 2015 is 4,103,091,211.

    
    

    Communications with the Company

    
    

14. Except as provided above, members who have general queries about the Meeting should telephone relevant Company Secretaries as shown below (no other methods of communication will be accepted). You may not use any electronic address provided either in this notice of annual general meeting; or any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

    
    

    United Kingdom register Mr Stephen Ronaldson +44 (0)20 7580 6075

    Australian register Mr Ray Ridge +61 (0) 8 7324 1935

    Notes to Resolutions 6 to 10

    
    

15. The Company seeks approval under ASX Listing Rule 10.11 in respect of the issue of Shares to CHESS, to be beneficially held by the Directors or their respective nominees (in the form of CDIs) (Remuneration Shares).

    
    

16. ASX Listing Rule 10.11 requires that Shareholder approval be obtained where an entity issues, or agrees to issue, Equity Securities to a related party (which includes a director of the Company), 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. The Remuneration Shares are Equity Securities and the issue of Remuneration Shares to a Director (or their nominee) requires Shareholder approval under ASX Listing Rule 10.11 on the basis that the Directors are related parties of the Company.

    
    

17. The Remuneration Shares are being issued to the directors or their respective nominees in lieu of cash payment for accrued directors' fees for the period 1 October 2014 to 30 September 2015 (inclusive). In the case of Michael Billing, in addition to his directors' fees, a portion of his consultancy fees for the period 1 September 2014 to 30 September 2015 (inclusive) are also to be paid by way of Remuneration Shares in lieu of cash payment. Michael Billing has agreed to receive a fixed amount of $6,000 cash payment per month for consulting fees (excluding Australian Goods and Services Tax), with the remainder being settled through the issue of Remuneration Shares, subject to shareholder approval. This equates to approximately 41% of the value of Michael Billing's consulting fees being paid through Remuneration shares, with the remaining 59% paid in cash, or remaining to be paid in cash.

    
    

18. The Board considers the issue of Remuneration Shares to CHESS (to be beneficially held by each Director) to be reasonable, and allows the Company to secure and maintain the engagement of high calibre professionals whilst maintaining cash reserves.

    
    

19. The amount owed to each Director, the number of Remuneration Shares to be issued to CHESS (to be beneficially held by each Director) in lieu of cash payment and the basis for the calculation of this is set out in the table below.

    
    

    Resolution	Director	Fee type	Fees Owed $AUD	one month VWAP $AUD (1)	Number of Shares	Notional Value $AUD
    9	M Billing	Director	40,000	0.000835	47,904,192	40,000
    		Consultant	98,010	0.000835	117,377,246	98,010
    10	M Ashton	Director	40,000	0.000835	47,904,192	40,000
    11	G Durack	Director	40,000	0.000835	47,904,192	40,000
    12	T Ireland	Director	40,000	0.000835	47,904,192	40,000
    13	D Thomas	Director	40,000	0.000835	47,904,192	40,000

    (1) The one month VWAP for AIM traded Shares through to 7 October 2015 of £0.0003932, converted to AUD at the exchange rate of 0.4709 at 7 October 2015.

20. In accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 6 to 10 (inclusive):

    
    

21. up to a total of 356,898,206 Remuneration Shares will be issued to CHESS, to be beneficially held by the Directors (or their respective nominees) in the proportions specified in the table above (in the form of CDIs);

    
    

22. the Remuneration Shares will be issued within one month of this Meeting;

    
    

23. the Remuneration Shares will be issued at a deemed issue price of A$0.000853 (0.0853 cents) per Remuneration Share (being the one month VWAP for AIM traded Shares through to 7 October 2015 of £0.0003932, converted to AUD at the exchange rate of 0.4709 at 7 October 2015);

    
    

24. the Remuneration Shares will be fully paid and will rank equally in all respects with existing Shares, and application will be made for their quotation on AIM and ASX;

    
    

25. a voting exclusion statement for Resolutions 6 to 10 (inclusive) is included in the notice of meeting; and

    
    

26. no funds will be raised by the issue of Remuneration Shares although the Company's liability to the Directors in relation to their remuneration will be satisfied by the issue.




27. If Resolutions 6 to 10 (inclusive) are passed (and approval is therefore obtained for the purposes of ASX Listing Rule 10.11), further shareholder approval is not required under ASX Listing Rule 7.1, and the securities issued pursuant to Resolutions 6-10 (inclusive) will not be included in the calculation of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

    
    

    Notes to Resolutions 12

    
    

28. Some amendments are proposed to be made to the articles of association of the Company ('Articles') to allow the Company to set up a sale facility to sell the Shares or CDIs of a Securityholder (as the case may be) who holds a non-marketable parcel of Shares or CDIs (Procedure).

    
    

29. For the purposes of the Listing Rules, a non-marketable parcel of Shares or CDIs is currently a parcel worth less than A$500 or equivalent based on the closing price of Shares or CDIs. The right to set up such a Procedure is included in the articles of association of many Australian ASX listed companies and provides a means by which the Company can more efficiently manage its share register and CDI register and reduce the costs of administering the Company while ensuring those Securityholders who divest their non-marketable parcel of Shares or CDIs receive value for those Shares or CDIs without the need to arrange the sale themselves or pay brokerage or other costs.

    
    

    The amendments proposed are to:

    
    

30. insert a new article 11A, as set out in Annexure A to these Explanatory Notes, immediately following article 11;

    
    

31. make consequential amendments to the definitions in article 1 in alphabetical order, as set out in Annexure A to these Explanatory Notes.




The articles of association will otherwise remain unchanged.




32. In summary, new article 11A will allow the Company to invoke an 'opt out' procedure under which Shares or CDIs held by Securityholders who hold a non-marketable parcel may be sold by the Company on their behalf, unless the Securityholder gives notice to the Company by a specified date that they wish to keep their Shares or CDIs. The procedure can only be invoked once in any 12 month period.