Hill End Gold : Notice of Annual General Meeting & Proxy Form ( 595.48 kB)

ACN 072 692 365‌‌

Annual General Meeting to be held at the Christie Conference Centre, Shang Room, Mezzanine Level, 3 Spring Street, Sydney NSW 2000 on Wednesday, 23 November 2016 at 11.00 a.m. (Sydney Time)

This Notice of Annual General Meeting, Explanatory Statement and Proxy Form 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.‌

NOTICE IS HEREBY GIVEN that the 2016 Annual General Meeting of Hill End Gold Limited ("Company") will be convened at the Christie Conference Centre, Shang Room, Mezzanine Level, 3 Spring Street, Sydney, NSW, 2000, on Wednesday, 23 November 2016 at 11.00 a.m. (Sydney Time).

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received by the Company at least 48 hours before the commencement of the meeting.

An Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning as explained in the Explanatory Statement.

Financial Statements and Reports

To receive and consider the Annual Financial Report of the Company, together with the Directors' and Auditor's Reports for the period ending 30 June 2016.

Resolution 1 - Adoption of Remuneration Report

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

ordinary resolution:

1. The vote on this resolution is advisory only and does not bind the Directors or the Company.

2. The Company's key management personnel ('KMP') and their closely related parties must not cast a vote in relation to the Remuneration Report unless they are appointed in writing as a proxy for a member eligible to vote on the resolution and that proxy specifies how to vote on the resolution.

3. The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote "against" or "abstain" you should mark the relevant box on the attached Proxy Form.

The Company will disregard and not count any vote cast (in any capacity) on Resolution 1 by or on behalf of either or both of the following persons:

1. a member of the KMP of the Company, details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2016;

2. a closely related party of such a person, unless:

3. the person

4. does so in relation to the Item as a proxy where the proxy form appointing the person as a proxy specifies how the person is to vote on the Item; or

5. is the Chairman of the meeting and the appointment of the Chairman as proxy expressly authorises the Chairman to exercise the proxy (even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP); and

6. the vote is not cast on behalf of a person described in paragraph (a) or (b) above.

7. Resolution 2 - Re-election of Director - Mr Graham Reveleigh

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

   ordinary resolution:

   "That, for all purposes, Mr Graham Reveleigh, being a Director of the Company who retires in accordance with the Company's Constitution and being eligible offers himself for re-election, is re- elected as a Director."

   Resolution 3 - Ratify a prior issue of Shares to Alchemy Securities Pty Ltd

   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, Shareholders ratify the issue of 44,108,913 Shares on the terms and conditions set out in the Explanatory Statement."

   Short Explanation: Approval is sought under Listing Rule 7.4 to ratify the issue of these securities. Please refer to the Explanatory Statement for details.

   Voting Exclusion Statement

   The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any associate of any such person. However, the Company need not disregard a vote if:

   • The vote 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

   • The vote is cast by a 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 - Ratify a prior issue of Shares to Bao Industry Pty Ltd

     To consider and, if thought fit, pass the following resolution as an ordinary resolution:

     "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 45,000,000 Shares at an issue price of $0.002 to Bao Industry Pty Ltd on the terms and conditions specified in the Explanatory Notes accompanying this Notice of Meeting."

     Short Explanation: Approval is sought under Listing Rule 7.4 to ratify the issue of these securities. Please refer to the Explanatory Statement for details.

     Voting Exclusion Statement

     The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any associate of any such person. However, the Company need not disregard a vote if:

   • The vote 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

   • The vote is cast by a 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 - Ratify a prior issue of Shares to Doraemon Investments Pty Ltd

     To consider and, if thought fit, pass the following resolution as an ordinary resolution:

     "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 45,000,000 Shares at an issue price of $0.002 to Doraemon Investments Pty Ltd on the terms and conditions specified in the Explanatory Notes accompanying this Notice of Meeting."

     Short Explanation: Approval is sought under Listing Rule 7.4 to ratify the issue of these securities. Please refer to the Explanatory Statement for details.

     Voting Exclusion Statement

     The Company will disregard any votes cast on Resolution 5 by any person who participated in the issue and any associate of any such person. However, the Company need not disregard a vote if:

   • The vote 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

   • The vote is cast by a 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 6 - Ratify a prior issue of Shares to Bao Industry Pty Ltd

     To consider and, if thought fit, pass the following resolution as an ordinary resolution:

     "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 45,000,000 Shares at an issue price of $0.002 to Bao Industry Pty Ltd on the terms and conditions specified in the Explanatory Notes accompanying this Notice of Meeting."

     Short Explanation: Approval is sought under Listing Rule 7.4 to ratify the issue of these securities. Please refer to the Explanatory Statement for details.

     Voting Exclusion Statement

     The Company will disregard any votes cast on Resolution 6 by any person who participated in the issue and any associate of any such person. However, the Company need not disregard a vote if:

   • The vote 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

   • The vote is cast by a 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 - Ratify a prior issue of Shares to Staff and Consultants

     To consider and, if thought fit, pass the following resolution as an ordinary resolution:

     "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 63,895,525 Shares at an issue price of $0.002 to Staff and Consultants on the terms and conditions specified in the Explanatory Notes accompanying this Notice of Meeting."

     Short Explanation: Approval is sought under Listing Rule 7.4 to ratify the issue of these securities. Please refer to the Explanatory Statement for details.

     Voting Exclusion Statement

     The Company will disregard any votes cast on Resolution 7 by any person who participated in the issue and any associate of any such person. However, the Company need not disregard a vote if:

   • The vote 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

   • The vote is cast by a 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.