Announcement PDF PARKWAY MINERALS NL ABN 62 147 346 334 NOTICE OF GENERAL MEETING TIME: 9:00am WST DATE: Wednesday, 15 August 2018 PLACE: Level 1, 675 Murray Street West Perth WA 6005 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9479 5386. CONTENTS Notice of General Meeting (setting out the proposed resolutions) 4 Explanatory Statement (explaining the proposed resolutions) 7 Glossary 16 Proxy Form enclosed TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The General Meeting of the Shareholders of Parkway Minerals NL which this Notice of General Meeting relates to will be held at 9:00am WST on Wednesday, 15 August 2018 at Level 1, 675 Murray Street, West Perth WA 6005. YOUR VOTE IS IMPORTANT The business of the General Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the General Meeting on the date and at the place set out above. VOTING BY PROXY 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. Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that: • if proxy holders vote, they must cast all ‘directed’ proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details on these changes are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and • if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and • if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and 2 • if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and • the appointed proxy is not the chair of the meeting; and • at the meeting, a poll is duly demanded on the question that the resolution be passed; and • either of the following applies: ➢ if a record of attendance is made for the meeting - the proxy is not recorded as attending the meeting; ➢ the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. 3 PARKWAY MINERALS NL ABN 62 147 346 334 NOTICE OF GENERAL MEETING Notice is given that the General Meeting of Shareholders of Parkway Minerals NL will be held at Level 1, 675 Murray Street, West Perth WA 6005 at 9:00am WST on Wednesday, 15 August 2018. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5:00pm WST on 13 August 2018. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. AGENDA RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES (LR 7.1) To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 24,000,000 Shares to Acuity Capital on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast in favour of the resolution by or on behalf of any person who participated in the issue or any associates of those persons. However, the company need not disregard a vote if 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 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. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES (LR 7.1) To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 1,000,000 Shares to Acuity Capital on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast in favour of the resolution by or on behalf of any person who participated in the issue or any associates of those persons. However, the company need not disregard a vote if 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 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. 4 PARKWAY MINERALS NL ABN 62 147 346 334 RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES (LR 7.1) To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 50,126,000 Shares to Exempt Investors on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast in favour of the resolution by or on behalf of any person who participated in the issue or any associates of those persons. However, the company need not disregard a vote if 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 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. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES (LR 7.1) To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 1,524,453 Shares to Acuity Capital on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast in favour of the resolution by or on behalf of any person who participated in the issue or any associates of those persons. However, the company need not disregard a vote if 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 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. RESOLUTION 5 – APPROVAL FOR THE FUTURE PLACEMENT OF 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 ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares which, when multiplied by the issue price, will raise up to $3,000,000 on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares), or their respective associates. However, the Company need not disregard a vote if 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, 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. 5 PARKWAY MINERALS NL ABN 62 147 346 334 RESOLUTION 6 – APPROVAL FOR THE ISSUE OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 50,126,000 Options on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares), or their respective associates. However, the Company need not disregard a vote if 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, 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. RESOLUTION 7 – APPROVAL FOR THE ISSUE OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Options on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares), or their respective associates. However, the Company need not disregard a vote if 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, 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. DATED: 12 JULY 2018 BY ORDER OF THE BOARD AMANDA WILTON-HEALD COMPANY SECRETARY PARKWAY MINERALS NL 6 PARKWAY MINERALS NL ABN 62 147 346 334 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting of the Company to be held at Level 1, 675 Murray Street, West Perth WA 6005 at 9:00am WST on Wednesday, 15 August 2018. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions in the Notice of Meeting. 1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES 1.1 Background Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 24,000,000 Shares to Acuity Capital on the terms set out below. As announced on 19 January 2018, the Company issued 24,000,000 Shares which were issued form the Company’s 15% placement capacity under ASX Listing Rule 7.1. By ratifying the issue of the Shares issued, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 1.2 ASX Listing Rules 7.1 and 7.4 ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 1.3 Technical information required by Listing Rules 7.4 and 7.5 for the Share ratification Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share ratification: (a) 24,000,000 Shares were issued pursuant to ASX Listing Rule 7.1 (Resolution 1); (b) the issue price per Share was nil, as they were issued pursuant to a Controlled Placement Facility with Acuity Capital announced to ASX on 19 January 2018; (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the allottee of the Shares was Acuity Capital who is not a related party of the Company; and (e) no funds were raised via the issue of the Shares. 7 PARKWAY MINERALS NL ABN 62 147 346 334 1.4 Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 1. The Board believes that the ratification of the issue of the Shares the subject of Resolution 1 is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 1 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval. 2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES 2.1 Background Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 1,000,000 Shares to Acuity Capital on the terms set out below. On 19 January 2018, the Company issued 1,000,000 Shares which were issued form the Company’s 15% placement capacity under ASX Listing Rule 7.1. By ratifying the issue of the Shares issued, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 2.2 ASX Listing Rules 7.1, 7.4 and 7.5 A summary of ASX Listing Rules 7.1, 7.4 and 7.5 is set out in Section 1.2 above. 2.3 Technical information required by Listing Rules 7.4 and 7.5 for the Share ratification Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share ratification: (a) 1,000,000 Shares were issued pursuant to ASX Listing Rule 7.1 (Resolution 2); (b) the issue price per Share was $0.015; (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the allottee of the Shares was Acuity Capital who is not a related party of the Company; and (e) no funds were raised via the issue of the Shares as they were issued as part payment of a transaction fee pursuant to a Controlled Placement Facility. 2.4 Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 2. The Board believes that the ratification of the issue of the Shares the subject of Resolution 2 is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 2 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval. 8 PARKWAY MINERALS NL ABN 62 147 346 334 3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES 3.1 Background Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 50,126,000 Shares to Exempt Investors on the terms set out below. On 29 June 2018, the Company completed a placement of 50,126,000 Shares which were issued form the Company’s 15% placement capacity under ASX Listing Rule 7.1. By ratifying the issue of the Shares issued, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 3.2 ASX Listing Rules 7.1, 7.4 and 7.5 A summary of ASX Listing Rules 7.1, 7.4 and 7.5 is set out in Section 1.2 above. 3.3 Technical information required by Listing Rules 7.4 and 7.5 for the Share ratification Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share ratification: (a) 50,126,000 Shares were issued pursuant to ASX Listing Rule 7.1 (Resolution 3); (b) the issue price per Share was $0.01; (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the allottees of the Shares were Exempt Investors of which none are a related party of the Company; and (e) a total of $501,260 was raised via the issue of the Shares which will be used to subscribe for shares in associated company Davenport Resources Limited. 3.4 Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 3 (although Patrick McManus, an existing Company director serves as Chairman of Davenport Resources Ltd). The Board (other than Patrick McManus) believes that the ratification of the issue of the Shares the subject of Resolution 3 is beneficial for the Company. The Board (other than Patrick McManus) recommends Shareholders vote in favour of Resolution 3 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval. 9 PARKWAY MINERALS NL ABN 62 147 346 334 4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES 4.1 Background Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 1,524,453 Shares to Acuity Capital on the terms set out below. On 29 June 2018, the Company issued 1,524,453 Shares which were issued form the Company’s 15% placement capacity under ASX Listing Rule 7.1. By ratifying the issue of the Shares issued, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 4.2 ASX Listing Rules 7.1, 7.4 and 7.5 A summary of ASX Listing Rules 7.1, 7.4 and 7.5 is set out in Section 1.2 above. 4.3 Technical information required by Listing Rule 7.4 for the Share ratification Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share ratification: (a) 1,524,453 Shares were issued pursuant to ASX Listing Rule 7.1 (Resolution 4); (b) the issue price per Share was $0.0098; (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the allottee of the Shares was Acuity Capital who is not a related party of the Company; and (e) no funds were raised via the issue of the Shares as they were issued as part payment of a transaction fee pursuant to a Controlled Placement Facility . 4.4 Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 4. The Board believes that the ratification of the issue of the Shares the subject of Resolution 4 is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 4 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval. 10 PARKWAY MINERALS NL ABN 62 147 346 334 5. RESOLUTION 5 – APPROVAL FOR THE FUTURE PLACEMENT OF SHARES 5.1 General This Resolution seeks Shareholder approval for the issue of that number of Shares which, when multiplied by the issued price, will raise up to $3,000,000 (Placement). ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. The effect of this Resolution will be to allow the Company to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% placement capacity. 5.2 ASX Listing Rule 7.1 A summary of ASX Listing Rule 7.1 is set out in Section 1.2 above. 5.3 Technical information required by ASX Listing Rule 7.1 Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement: the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $3,000,000; the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur progressively; the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares were recorded before the date on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed; the persons to whom the Shares will be issued are not, as yet, identifiable, but will be subscribers to be identified by the Company and any brokers appointed by the Company to manage the Placement. The persons will not be related parties of the Company; the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and the Company intends to use the funds raised from the Placement as follows: Use of Funds Advancing Lake Barlee exploration programme $ $2,000,000 Exploration at Dandaragan Trough $500,000 Working capital $500,000 Total $3,000,000 11 PARKWAY MINERALS NL ABN 62 147 346 334 5.4 Voting Dilution Any issue of Shares under the Placement will dilute the interests of Shareholders who do not receive any Shares under the Placement. The volume weighted average price (VWAP) for Shares on the 5 days on which sales in Shares were recorded before 3 July 2018 was $0.01023. The lowest issue price (i.e. maximum discount) of not less than 80% of this volume weighted average price would be $0.00818 per Share. Accordingly, set out below is a worked example of the number of Shares that may be issued under the Resolution based on an assumed issue price of $0.010 (being the Share price as at 3 July 2018), and $0.00818 and $0.00921 (being 80% and 90% of the VWAP for Shares on the 5 days on which sales in Shares were recorded before 3 July 2018, respectively). Assumed issue price Maximum number of Fully Paid Ordinary Shares which the Company could issue (rounded up to the nearest whole number) pursuant to this Resolution Current Fully Paid Ordinary Shares on issue as at the date of this Notice Increased number of Fully Paid Ordinary Shares on issue assuming the Company issued the maximum amount pursuant to this Resolution Dilution effect on existing Shareholders $0.010 300,000,000 594,814,654 894,814,654 33.53% $0.00818 366,748,166 594,814,654 961,562,820 38.14% $0.00921 325,732,899 594,814,654 920,547,553 35.38% The table above uses the following assumptions: ▪ ▪ ▪ ▪ ▪ The total number of Fully Paid Ordinary Shares on issue is 594,814,654 The Company issues the maximum possible number of Shares under the Placement. Figures have been rounded up to the nearest whole number. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. No Options are exercised. The Company notes that the above workings are examples only and the actual issue price may differ. This will result in the maximum number of Shares to be issued and the dilution percentage to also differ. 5.5 Directors’ Recommendation None of the Directors have a material personal interest in the subject matter of this Resolution. The Board recommends that Shareholders vote in favour of this Resolution as it will enable the Company to fund its ongoing operations and commitments. 12 PARKWAY MINERALS NL ABN 62 147 346 334 6. RESOLUTION 6 – APPROVAL FOR THE ISSUE OF OPTIONS As mentioned in the ASX Announcement on 25 June 2018, each Share issued under the recent placement is entitled to be issued with a free attaching option (Attaching Options), subject to Resolution 6 being passed by Shareholders. Resolution 6 seeks Shareholder approval for the issue of up to 50,126,000 Attaching Options to investors. A summary of ASX Listing Rule 7.1 is set out above in Section 1.2. The effect of Resolution 6 will be to allow the Company to issue the Attaching Options during the period of 3 months after the Meeting, without using the Company's 15% placement capacity. The Attaching Options will be issued on the terms contained within Annexure 1. 6.1 Technical information required by ASX Listing Rule 7.1 Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Attaching Options: the maximum number of Attaching Options to be issued is 50,126,000; the Attaching Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that their issue will occur 5 Business Days after the date of the Meeting; there is no issue price for the Attaching Options; the persons to whom the Attaching Options will be issued are the investors and the parties who received Shares in the placement referred to in Resolution 3; the terms of the Attaching Options are set out within Annexure 1; no cash will be received for the issue of the Attaching Options as they will be issued for nil consideration. Funds received from payment of the exercise price of the Attaching Options will be used to fund general working capital requirements; and the Attaching Options are not being issued under, or to fund, a reverse takeover. 6.2 Directors’ recommendation None of the Directors has a material personal interest in the subject matter of this Resolution. The Board recommends Shareholders vote in favour of the Resolution as it will conserve the Company’s 15% placement capacity. 13 PARKWAY MINERALS NL ABN 62 147 346 334 7. RESOLUTION 7 – APPROVAL FOR THE ISSUE OF OPTIONS Resolution 7 seeks Shareholder approval for the issue of up to 5,000,000 Broker Options to JB Advisory in relation to the placement completed on 29 June 2018. A summary of ASX Listing Rule 7.1 is set out above in section 1.2. The effect of Resolution 7 will be to allow the Company to issue the Broker Options during the period of 3 months after the Meeting, without using the Company's 15% placement capacity. The Broker Options will be issued on the terms contained within Annexure 1. 7.1 Technical information required by ASX Listing Rule 7.1 Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Broker Options: the maximum number of Broker Options to be issued is 5,000,000; the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that their issue will occur 5 Business Days after the date of the Meeting; there is no issue price for the Broker Options; the persons to whom the Broker Options will be issued JB Advisory; the terms of the Broker Options are set out within Annexure 1; no cash will be received for the issue of the Broker Options as they will be issued for nil consideration. Funds received from payment of the exercise price of the Broker Options will be used to fund general working capita