Tyranna Resources : Notice of Annual General Meeting_Proxy Form

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The Notice of Annual General Meeting 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 prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9485 1040

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

Notice is hereby given that the annual general meeting of Shareholders of Tyranna Resources Limited (Company) will be held at The Celtic Club, 48 Ord Street, West Perth, WA 6005 on Wednesday, 30 November 2016 at 10:30 AM (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

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 as Shareholders on 28 November 2016 at 10:30 AM (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

1. Annual Report

   To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2016, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 - Remuneration Report

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

   "That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum."

   Voting Exclusion

   In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

   A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

3. the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

4. the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

5. Resolution 2 - Election of Director - Mr Joseph Pinto

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

   "That, for the purposes of Article 6.3(j) of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Joseph Pinto, a Director who was appointed on 18 July 2016, retires and being eligible, is elected as a Director."

6. Resolution 3 - Election of Director - Mr Nicholas Revell

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

   "That, for the purposes of Article 6.3(j) of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Nicholas Revell, a Director who was appointed on 1 August 2016, retires and being eligible, is elected as a Director."

7. Resolution 4 - Election of Director - Mr Frank Lesko

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

   "That, for the purposes of Article 6.3(j) of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Frank Lesko, a Director who was appointed on 1 August 2016, retires and being eligible, is elected as a Director."

8. Resolution 5 - Ratification of prior issue of Placement Securities

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

   "That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

9. 19,463,765 Shares at $0.037 per Share; and

10. 24,000,000 Options exercisable at $0.04 each on or before 24 August 2017, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of those persons.

The Company will not disregard a vote if:

1. 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

2. it is cast by the Chairman 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.

11. Resolution 6 - Ratification of prior issue of Placement Shares

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

    "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 28,536,235 Shares at $0.037 per Share, on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of those persons.

    However, the Company need not disregard a vote if:

12. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

13. 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.

14. Resolution 7 - Approval of 10% Placement Facility

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

    "That in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

    The Company will not disregard a vote if:

15. 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