Gulf Manganese : 20/10/2017 – Notice of Annual General Meeting 2017 – PDF

Western Australia

This Notice of Meeting should be read in its 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 on +61 8 9367 9228.

Business of the Meeting (setting out the proposed Resolutions) 3

Explanatory Statement (explaining the proposed Resolutions) 7

Glossary 18

Annexure A - Summary of Terms and Conditions - Listed Options 20

Annexure B - Summary of Long Term Incentive Plan Rules 21

Annexure C - Summary of Long Term Incentive Plan Policies 24

Proxy Form 28

Notice is given that the Meeting will be held at 11.00 am (WST) on 21 November 2017 at: CWA House, 1176 Hay Street,

West Perth 6005, Western Australia

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

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 11.00 am (WST) on 19 November 2017.

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

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.

1. FINANCIAL STATEMENTS AND REPORTS

   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 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 a non-binding resolution:

   "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2017."

   Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - ANDREW WILSON

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

   "That, Mr Andrew Wilson, who retires in accordance with clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, and being eligible, offers himself for re-election, be elected as a Director."

4. RESOLUTION 3 - RATIFICATION OF PREVIOUS CONVERTIBLE NOTES ISSUE

   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 7.4 and for all other purposes, Shareholders

   ratify the prior issue of 100 Convertible Notes to BB Lee Superfund at an issue price of

   $10,000 per note on the terms and conditions set out in the Explanatory Statement."

5. RESOLUTION 4 - RATIFICATION OF PREVIOUS SECURITIES ISSUE

   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 7.4 and for all other purposes, Shareholders ratify the prior issue of 33,333,333 shares and 50,000,000 listed options to sophisticated investors at an issue price of $0.015 per share on the terms and conditions set out in the Explanatory Statement."

6. RESOLUTION 5 - APPROVAL OF ISSUE OF OPTIONS

   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 7.4 and for all other purposes, Shareholders approve the issue of 250,000,000 Listed Options on the terms and conditions set out in the Explanatory Statement."

7. RESOLUTION 6 - APPROVAL FOR THE ISSUE OF PERFORMANCE RIGHTS - CRAIG MUNRO

   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 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 20,000,000 Performance Rights to Craig Munro, a Director, under the Gulf Manganese Corporation Limited Long Term Incentive Plan on the terms and conditions contained in the Explanatory Notes to this Notice of Meeting."

8. RESOLUTION 7 - APPROVAL FOR THE ISSUE OF PERFORMANCE RIGHTS - HAMISH BOHANNAN

   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 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 62,500,000 Performance Rights to Hamish Bohannan, a Director, under the Gulf Manganese Corporation Limited Long Term Incentive Plan on the terms and conditions contained in the Explanatory Notes to this Notice of Meeting."

9. RESOLUTION 8 - APPROVAL FOR THE ISSUE OF PERFORMANCE RIGHTS - ANDREW WILSON

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 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 12,000,000 Performance Rights to Andrew Wilson, a Director, under the Gulf Manganese Corporation Limited Long Term Incentive Plan on the terms and conditions contained in the Explanatory Notes to this Notice of Meeting."