Gascoyne Resources : Notice of Annual General Meeting & Proxy Form, 270 KB

ACN 139 522 900

West Perth, Western Australia

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss the matters in this Notice of Annual General Meeting please contact the Company Secretary on +61 8 9481 3434.

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions) 1

Explanatory Statement (explaining the proposed resolutions) 6

Glossary 15

Annexure A - Key Features of Employee Share Option Plan 17

Corporate Representative Appointment Form 21

TIME AND PLACE OF MEETING AND HOW TO VOTE

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The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1pm WST on Thursday, 24 November 2016 at:

The Celtic Club 48 Ord Street

West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your Shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the accompanying Proxy Form and return:

• In person at: Level 2, 33 Ord Street, West Perth, Western Australia

• By post to: PO Box 1449, West Perth WA 6872

• By facsimile to: +61 8 9481 0411

• By scan and email to: cosec@gascoyneresources.com.au

Please note that the Proxy Form must be received by the Company not later than 1pm (WST) on

Tuesday, 22 November 2016.

Proxy Forms received later than this time will be invalid.

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the Meeting, at which a "snap‐shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Annual General Meeting.

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 4 pm (WST) on Tuesday, 22 November 2016 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Notice is given that an Annual General Meeting of the Shareholders of Gascoyne Resources Limited (the Company) will be held at The Celtic Club, 48 Ord Street, West Perth on Thursday, 24 November 2016 commencing at 1pm WST to consider, and if thought fit, to pass the Resolutions set out below.

Terms used in this Notice of Annual General Meeting and accompanying Explanatory Statement are defined in the Glossary to this document.

The Explanatory Statement which accompanies and forms part of this Notice of Annual General Meeting describes the matters to be considered at the Annual General Meeting.

1. FINANCIAL STATEMENTS AND REPORTS - PERIOD 1 JULY 2015 - 30 JUNE 2016

   To receive and consider the Annual financial Statements, the Directors' Report and the Audit Report of the Company for the year ended 30 June 2016.

   Note: there is no requirement for Shareholders to approve these reports.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT (NON‐BINDING RESOLUTION)

   To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a non‐binding resolution:

   "That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Annual Remuneration Report as set out in the Directors' Report for the financial year ended 30 June 2016."

   Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by any member of the Key Management Personnel of the Company whose remuneration is included in the remuneration report, or a closely related party of such member.

   However, the Company will not disregard any votes cast on Resolution 1 by such person if:

3. the person is acting as proxy and the Proxy Form specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

4. the person is the Chairman of the Meeting voting an undirected proxy even though Resolution 1 is connected with the remuneration of the Key Management Personnel of the Company.

   If you are a member of the Key Management Personnel of the Company or a Closely Related Party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

5. RESOLUTION 2 - RE‐ELECTION OF MR JOHN DEN DRYVER AS A DIRECTOR

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

   "That Mr John den Dryver, being a Director of the Company, who retires by rotation in accordance with Listing Rule 14.4 and clause 17.4 of the Company's Constitution, and being eligible, offers himself for re‐election, be re‐elected as a Director of the Company."

   SPECIAL BUSINESS
6. RESOLUTION 3 - APPROVAL OF EMPLOYEE SHARE OPTION PLAN

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

   "That, for the purposes of Exception 9 of Listing Rule 7.2 and for all other purposes, the Company's Share Option Plan, and the issue of options under the Employee Share Option Plan, on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting, be approved by Shareholders."

   Voting exclusion: The Company will disregard any votes cast on Resolution 3 by:

7. a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and

8. an Associate of the Director.

9. However, the Company will not disregard any votes cast on Resolution 3 by any such person if:

10. the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

11. the person is the Chairman of the Meeting acting 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 Company will also disregard any votes cast on Resolution 3 by:

(a) any member of the Key Management Personnel of the Company, or a closely related party of such member.

However, the Company will not disregard any votes cast on Resolution 3 by such person if:

1. the person is acting as proxy and the Proxy Form specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

2. the person is the Chairman of the Meeting voting an undirected proxy.

If you are a member of the Key Management Personnel of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.