Citation Resources : Notice of General Meeting

ACN 118 710 508

To be renamed Pearl Global Limited subject to completion of the Recapitalisation Proposal

10:00 am (WST)

1 December 2017

At Lavan, Level 20, The Quadrant, 1 William Street, Perth, Western Australia

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 Deed Administrators on +61 8 9220 9333

Important notices 2

Time and place of Meeting and how to vote 4

Business of the General Meeting 6

Explanatory Statement 10

Part 1 - Overview of the Recapitalisation Proposal 10

1. Background 10

2. Update on the Recapitalisation Proposal 11

3. Information on Pearl's business 13

4. Financial information on Pearl 24

5. Key terms of the Pearl Acquisition 24

6. Key terms of the Pearl Loan Agreement 25

7. Board and management changes 25

8. Re-compliance with Chapters 1 and 2 of the ASX Listing Rules 26

9. Pro-forma capital structure 26

10. Indicative timetable 28

11. The DOCA 29

12. Pro-forma statement of financial position 30

13. Advantages and disadvantages of the Recapitalisation Proposal and the Pearl Acquisition 30

14. Risks 32

15. Future direction for the Company if the change to nature and scale of activities is not approved 38

16. Directors' recommendation 39

Part 2 - Explanation of the proposed Resolutions 40

Annexure A Pro-forma Statement of Financial Position 54

Annexure B Terms of New Options 57

Annexure C Pearl Vendors 60

Annexure D Pearl Series A Noteholders 62

Annexure E Pearl Series B Noteholders 64

General

This Notice of Meeting is dated 30 October 2017.

Shareholders should read this document and the accompanying Explanatory Statement in their entirety before making a decision as to how to vote on the Resolutions.

Purpose of this document

The purpose of this document is to:

• seek further Shareholder approval in respect of the significant change to the nature and scale of the Company's activities through the Pearl Acquisition, in light of certain changes to the proposed Recapitalisation Proposal since the approvals received from Shareholders at the Company's general meeting on 30 June 2017. The key change is that the previously proposed call option for Pearl to acquire the issued share capital of Keshi in consideration for the issue of new "B" class shares in Pearl has, as a result of feedback received from the ASX in relation to the "B" class shares, been terminated. In its place Pearl and Keshi have agreed, within the 12 month period commencing on 20 October 2017, to negotiate in good faith to agree the terms of a purchase by Pearl from Keshi of the intellectual property underpinning Pearl's operations (please see Section 3.5 of Part 1 of the Explanatory Statement for further details);

• refresh the Shareholder approvals obtained at the Company's general meeting on 30 June 2017 in relation to the issue of securities in connection with the Recapitalisation Proposal; and

• seek Shareholder approval for the issue of Shares upon conversion of the Pearl Series B Convertible Notes, which have been issued to fund the Pearl business given the extended timeline to complete the Recapitalisation Proposal,

and to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve the Resolutions to give effect to these matters.

Preparation of and responsibility for this document

The Deed Administrators have given their consent to convene the Meeting and to despatch this Notice and the Explanatory Statement, but express no opinion about any of their contents (including, but not limited to, any statement regarding the Pearl Acquisition or the Recapitalisation Proposal) other than as set out in their report to the Company's creditors dated 2 February 2017.

The Deed Administrators have not independently verified any of the information contained in this Notice or the Explanatory Statement. Neither the Deed Administrators nor any servants, representatives, agents or employees of the Deed Administrator Firm makes any representation or warranty (express or implied) as to the accuracy, reasonableness or completeness of the information contained in this Notice or the Explanatory Statement. To the fullest extent permitted by law, all such parties and entities expressly disclaim any and all liability for, based on or relating to, any such information contained in, errors in or omissions from this Notice and the Explanatory Statement.

The Deed Administrators make no recommendations about how Shareholders should vote on the resolutions contained in this Notice and have not undertaken any due diligence in relation to the Pearl Acquisition or the Recapitalisation Proposal and have relied on discussions with the

Proponents and their advisers. The Directors take responsibility for, and have caused the despatch of, this Notice and the Explanatory Statement.

The ASX does not take any responsibility for the contents of this Notice of Meeting, and the fact that ASX may re-admit the Company's securities to quotation on its official list is not to be taken in any way as an indication of the merits of the Company.

Defined terms and glossary

Capitalised terms and certain abbreviations used in this document have the defined meanings set out in the Glossary on page 49.

Investment decisions

This document does not take into account the individual investment objectives, financial situation or particular needs of any Shareholder or any other person. Shareholders should seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other appropriate adviser.

Enquiries

Shareholders are requested to contact the Deed Administrators on +61 8 9220 9333 if they have any queries in respect of the matters set out in this Notice of Meeting or the accompanying Explanatory Statement.