Dateline Resources : Notice of AGM-2016

Sydney NSW 2000

This Notice of Meeting together with the attaching Explanatory Statement and Independent Expert's Report should be read in their 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, Mr John Smith on +61 2 8231 6640.7‌

27202415v9 BATHD

Business of the Meeting (setting out the proposed Resolutions) 5

Explanatory Statement (explaining the proposed Resolutions) 10

Glossary 35

Schedule 1 - Terms of Options 39

Proxy Form Attached

Independent Expert's Report Annexure A

Notice is given that the Meeting will be held at 10:00am (Sydney time) on 30 November 2016 at:

The Offices of K&L Gates Level 31, 1 O'Connell Street

Sydney NSW 2000

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

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 Shareholders at 7.00pm (Sydney time) on 28 November 2016.

Voting in person

To vote in person, attend the Meeting at the time, date and 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.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

  Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 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

• 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 resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting; or

  • 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.

    Proxies must be:

• lodged by posting them or delivering them by hand to the address specified below; or

• received at the fax number specified below; or

• received at the email address specified below,

not later than 48 hours before the Meeting (i.e. 10.00am (Sydney time) on 28 November 2016).

Address: Dateline Resources Limited Level 29, 2 Chifley Square

SYDNEY NSW 2000

Postal address: Dateline Resources Limited PO Box 553

SOUTH HURSTVILLE NSW 2221

Fax number: +61 2 8231 6487

Email address: info@datelineresources.com.au

1. FINANCIAL STATEMENTS AND REPORTS

   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

   "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given to adopt the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2016."

   Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

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

4. a Closely Related Party of such a member.

   However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

5. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

6. the voter is the Chair and the appointment of the Chair as proxy:

7. does not specify the way the proxy is to vote on this Resolution; and

8. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

9. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR STEPHEN BAGHDADI

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

   "That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Stephen Baghdadi, a Director who was appointed on 3 July, 2014 retires, and being eligible, is re-elected as a Director."

10. RESOLUTION 3 - APPROVAL OF PROPOSED TRANSACTION AND ISSUE OF OPTIONS TO SOUTHERN CROSS EXPLORATION NL

    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 Rules 10.1 and 10.11 and for all other purposes, approval is given for the Company to acquire the entire issued share capital of Gunnison Gold Pty Ltd ACN 614 904 479 from Southern Cross Exploration NL for $250,000 in cash and the issue of 25,000,000 Options to Southern Cross Exploration NL with an exercise price of $0.04 per Share plus re-imbursement of costs, on the terms for the Proposed Transaction as set out in the Explanatory Statement attached to this Notice of Meeting."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by:

11. Southern Cross Exploration NL;

12. an Associate of Southern Cross Exploration NL; and

13. CRG Mining LLC, SLV Minerals LLC and an Associate of each of CRG Mining LLC and SLV Minerals LLC.

    However, the Company will not disregard a vote if:

14. 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

15. it is cast by the Chair 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.

    Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by Lonergan Edwards & Associates Limited for the purposes of the Company seeking Shareholder approval under Listing Rule 10.1. The Independent Expert has concluded that the Proposed Transaction and issue of Options to SXX is not fair but is reasonable to the Non-Associated Shareholders. The Independent Expert's Report also provides a valuation of the Options.
16. RESOLUTION 4 - ISSUE OF SHARES TO SOUTHERN CROSS EXPLORATION NL

    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 10.11, item 7 of section 611 of the Corporations Act, and for all other purposes, the Company issue 40,000,000 Shares to Southern Cross Exploration NL at an issue price of $0.01 per Share in full and final satisfaction of its loan of $400,000 to the Company and 100,000,000 Shares to Southern Cross Exploration NL at an issue price of $0.01 per Share, such that the voting power of Southern Cross Exploration NL will increase from 19.75% to approximately 43.56%, as described in the Explanatory Statement attached to this Notice of Meeting."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by:

17. Southern Cross Exploration NL, the directors of Southern Cross (Stephen Baghdadi, Craig Coleman and Andrew Phillips) and the secretary of Southern Cross (Andrew Phillips); and

18. an Associate of Southern Cross Exploration NL. However, the Company will not disregard a vote if:

19. 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

20. it is cast by the Chair 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.

    Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by Lonergan Edwards & Associates Limited for the purposes of the Company seeking Shareholder approval under section 611 (item 7) of the Corporations Act. The Independent Expert has concluded that the issue of Shares to SXX is not fair but is reasonable to the Non- Share Associated Shareholders in the absence of a superior funding proposal.
21. RESOLUTION 5 - ISSUE OF SHARES TO A COMPANY CONTROLLED BY RELATED PARTY, MR GREG HALL

    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 10.11 and for all other purposes, the Company issue 10,000,000 Shares to a company controlled by Mr Greg Hall (or its nominee) at an issue price of $0.01 per Share in lieu of consultancy fees for services provided to Golden Phoenix Resources Ltd (a wholly owned subsidiary of the Company) by a company controlled by Mr Hall, as described in the Explanatory Statement attached to this Notice of Meeting."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by:

22. Greg Hall (or his nominee); and

23. an Associate of those persons.

    However, the Company will not disregard a vote if:

24. 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

25. it is cast by the Chair 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.

    The Independent Expert has concluded that the issue of shares to Mr Greg Hall (or his nominee) is not fair but is reasonable to the Non-Share Associated Shareholders in the absence of a superior funding proposal.
26. RESOLUTION 6 - ISSUE OF SHARES TO A RELATED PARTY - MR MARK JOHNSON

    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 10.11 and for all other purposes, the Company issue up to 6,000,000 Shares to Mr Mark Johnson (or his nominee) at an issue price of $0.01 per Share in satisfaction of his loan of up to $60,000 to the Company and to issue 15,000,000 Shares at an issue price of $0.01 per Share to Mr Mark Johnson (or his nominee), on the terms set out in the Explanatory Statement attached to this Notice of Meeting."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by:

27. Mark Johnson (or his nominee); and

28. an Associate of those persons.

    However, the Company will not disregard a vote if:

29. 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

30. it is cast by the Chair 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.

    The Independent Expert has concluded that the issue of Shares to Mark Johnson (or his nominee) is not fair but is reasonable to the Non-Share Associated Shareholders in the absence of a superior funding proposal.
31. RESOLUTION 7 - ISSUE OF SHARES AND OPTIONS TO UNRELATED PARTY, MICHAEL SILVER

    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, the Company be authorised to issue 25,000,000 Shares to Michael Silver (or his nominee) at an issue price of $0.01 per Share and 10,000,000 Options with an exercise price of $0.04, as described in the Explanatory Statement attached to this Notice of Meeting."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by:

32. Michael Silver (or his nominee) and any person who may participate in the issue of Shares or Options under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder; and

33. an Associate of those persons.

    However, the Company will not disregard a vote if:

34. 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

35. it is cast by the Chair 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.

36. RESOLUTION 8 - ISSUE OF SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

    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, the Company be authorised to issue up to 70,000,000 Shares to sophisticated and professional investors at an issue price of $0.01 per Share as described in the Explanatory Statement attached to this Notice of Meeting."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by:

37. any person who may participate in the issue of Shares under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder; and

38. an Associate of those persons.

    However, the Company will not disregard a vote if:

39. 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

40. it is cast by the Chair 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.

41. RESOLUTION 9 - APPROVAL FOR ADDITIONAL PLACEMENT CAPACITY

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

    special resolution:

    "That, for the purposes of ASX Listing Rule 7.1A and all other purposes, approval is given for the Company to allot and issue 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 ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by:

42. any person who may participate in the proposed issue (Participant);

43. any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary Shares) if Resolution 9 is passed; and

44. any Associate of a Participant.

    However, the Company need not disregard a vote if:

45. 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

46. 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.

47. Dated: 31 October 2016 By order of the Board Mr John Smith Company Secretary EXPLANATORY STATEMENT

    This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

    Various statements in this Explanatory Statement constitute statements relating to intentions, future acts and events. Such statements are generally classified as forward looking statements and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ from the way or manner in which they are expressly or implicitly portrayed in this Explanatory Statement. There are risks and uncertainties specific to prospective gold mining and none of the Company, the Directors or their advisers provide any assurance that economically recoverable gold resources will be identified in relation to the proposed acquisition of Gunnison Gold (the subject of Resolution 3) and Gunnison Gold's proposed acquisition of the Gold links mine and processing mill mining operations referred to in Section 4 below.
48. FINANCIAL STATEMENTS AND REPORTS - AGENDA ITEM

    In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.

    The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at http://www.datelineresources.com.au

49. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
50. General

    Section 250R(2) of the Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

    The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

    The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

51. Voting consequences

    If at least 25% or more of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors (Spill Resolution) at the second annual general meeting.

    If more than 50% of votes cast are in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting.

    All of the Directors who were in office when the Directors' report (as included in the Company's annual financial report for the most recent financial year) was approved, other than the managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

    Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors.

52. Previous voting results

    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, the Spill Resolution is not relevant for this Annual General Meeting.

53. Proxy voting restrictions

    Shareholders appointing a proxy for this Resolution should note the following:

54. If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy:

    You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

55. If you appoint the Chair as your proxy (where the Chair is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member):

    You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his or her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

56. If you appoint any other person as your proxy:

    You do not need to direct your proxy how to vote on this Resolution, and you do not

    need to mark any further acknowledgement on the Proxy Form.

57. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR STEPHEN BAGHDADI

    Clause 13.2 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 upwards in case of doubt), 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. Any Director appointed by the Directors to fill a casual vacancy or as an addition to the existing Directors under clause 13.4 of the Constitution is not taken into account when determining the Directors who are to retire by rotation under clause 13.2 of the Constitution.

    The Directors to retire at an annual general meeting are those who have been longest in 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 13.2 of the Constitution is eligible for re- election.

    The Company currently has three Directors who were elected at a general meeting of the Shareholders, and accordingly one of them must retire.

    Mr Mark Johnson and Mr Greg Hall were both last elected as Directors at last year's annual general meeting of the Shareholders and it has been determined that Mr Baghdadi will retire.

    Mr Baghdadi retires by rotation and seeks re-election.

    Recommendation of Directors

    The Directors (other than Mr Baghdadi) unanimously recommend that Shareholders vote FOR

    this Resolution 2.

58. RESOLUTION 3 - APPROVAL OF PROPOSED TRANSACTION AND ISSUE OF OPTIONS TO SOUTHERN CROSS EXPLORATION N.L
59. Background

    As announced by the Company on 19 August 2016, the Company entered into a binding agreement with Southern Cross Exploration NL (Southern Cross or SXX) to acquire the entire issued share capital of Gunnison Gold Pty Ltd ACN 614 904 479 (Gunnison Gold) from SXX.

    Gunnison Gold was incorporated on 20 September 2016 as a wholly-owned subsidiary of SXX, with 100 fully paid ordinary shares at $1 each per share held by SXX (Gunnison Shares). The sole director of Gunnison Gold is Mr Stephen Baghdadi, who is a director of both the Company and SXX.

    On 20 September 2016, SXX procured that Gunnison enter into an acquisition agreement in relation to CRG Mining LLC, company number 20111033525, a company incorporated in Colorado, United States of America (CRG Mining) with Robert Geydesen, Jacob Wilkinson and CRG Mining LLC (CRG Acquisition Agreement).

    On 20 September 2016, SXX procured that Saguache Milling, LLC enter into an acquisition agreement in relation to SLV Minerals LLC, company number 20111261959, a company incorporated in Colorado, United States of America (SLV Minerals) with Robert Geydesen, Jacob Wilkinson, the Jon R. Fullmer Trust, Lorrin Fulmer, Saguache Milling, LLC and SLV Minerals (SLV Acquisition Agreement).

    Subject to completion of each of the CRG Acquisition Agreement and SLV Acquisition Agreement, Gunnison will own various assets including the 'Gold Links Mine' in Colorado, United States of America and 'Processing Mill' (details summarised below).

    The terms of the Company's proposed acquisition of the Gunnison Shares are that, subject to all necessary shareholder and regulatory approvals:

60. (100% acquisition): the Company will buy, free from any security interests, the Gunnison Shares together with all benefits and rights attached or accruing to them for the 'Purchase Price'; and