Falcon Minerals : 2016 Notice of General Meeting & Proxy Form (1.51 Mb)

This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 (8) 9382 1596.

Notice is given that the General Meeting of Shareholders of Falcon Minerals Limited (ACN 009 256

535) (to be renamed Robo 3D Limited) (Company) will be held at Suite 1, 245 Churchill Avenue, Subiaco, Western Australia on 18 November 2016 commencing at 10 am WST.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form forms part of this 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 the registered holders of Shares in the Company on 16 November 2016 at 5:00pm WST.

Further terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

1. Resolution 1 - Change to Nature and Scale of Activities

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

   "That, subject to the passing of all Key Resolutions, for the purposes of Listing Rule 11.1.2 and for all other purposes, the Company be authorised to make a significant change in the nature and scale of its activities as set out in the Explanatory Memorandum."

   Voting Exclusion

   The Company will disregard any votes cast on this Resolution by any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if 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 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.

2. Resolution 2 - Consolidation of Capital

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

   ordinary resolution:

   "That, subject to the passing of all Key Resolutions, pursuant to and in accordance with section 254H of the Corporations Act, and for all other purposes, Shareholders approve and authorise the Directors to consolidate the issued capital of the Company on a 1 for 7.143 basis (Consolidation) and otherwise with the Consolidation taking effect in accordance with the Listing Rules and as described in the Explanatory Memorandum, with any fractional entitlements being rounded down to the nearest whole number and otherwise on the terms and conditions in the Explanatory Memorandum."

3. Resolution 3 - Issue of Consideration Shares to Albion 3D Vendors in consideration for the acquisition of Albion 3D

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

   "That, subject to the passing of all Key Resolutions, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 98,488,030 Shares (on a Post- Consolidation basis) to the Albion 3D Vendors (and/or their nominees) on completion of the Acquisition on the terms and conditions and as set out in the Explanatory Memorandum."

   Voting Exclusion

   The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if 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 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.

4. Resolution 4 - Issue of Consideration Shares to ROBO 3D Vendors in consideration for the Existing Robo 3D Shares

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

   "That, subject to the passing of all Key Resolutions, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 43,629,264 Shares (on a Post- Consolidation basis) to the ROBO 3D Vendors (and/or their nominees) on completion of the Acquisition on the terms and conditions and as set out in the Explanatory Memorandum."

   Voting Exclusion

   The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if 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 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.

5. Resolution 5 - Issue of Performance Rights

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

   "That, subject to completion of the Acquisition occurring and the passing of all Key Resolutions, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the issue of a total of 13,999,720 Performance Rights (on a Post-Consolidation basis), as follows:

6. 2,449,951 Performance Rights to Ryan Legudi (and/or his nominee) (on a Post- Consolidation basis) as Incoming Management on the terms set out in Schedule 2 (Item 1);

7. 2,449,951 Performance Rights to Tim Grice (and/or his nominee) (on a Post-Consolidation basis) as Incoming Management on the terms set out in Schedule 2 (Item 1);

8. 2,799,944 Performance Rights to Braydon Moreno (and/or his nominee) (on a Post- Consolidation basis) as a Founder on the terms set out in Schedule 2 (Item 2);

9. 2,799,944 Performance Rights to Jacob Kabili (and/or his nominee) (on a Post-Consolidation basis) as a Founder on the terms set out in Schedule 2 (Item 2); and

10. 3,499,930 Performance Rights to the Employees (and/or their nominees) (on a Post- Consolidation basis) on the terms set out in Schedule 2 (Item 3),

11. on the terms set out in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if 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 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.

12. Resolution 6 - Issue of Adviser Options

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

    "That, subject to the passing of all Key Resolutions, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 13,999,720 unlisted Adviser Options (on a Post-Consolidation basis) to the Advisers (and/or their nominees) on completion of the Acquisition on the terms and conditions and as set out in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if 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 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.

13. Resolution 7 - Capital Raising

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

    ordinary resolution:

    "That, subject to the passing of all Key Resolutions, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to a maximum of 60,000,000 Shares (on a Post-Consolidation basis) at a price of AUD$0.10 on the terms and conditions set out in the Explanatory Memorandum."

    Voting Exclusion