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EXTERRA RESOURCES LIMITED ABN 26 138 222 705

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 19 June 2015

Time of Meeting 10:00 am (WST)

Place of Meeting Ground Floor, 20 Kings Park Road

West Perth WA 6005

This Notice of 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.

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EXTERRA RESOURCES LIMITED ABN 26 138 222 705

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Exterra Resources Limited (Company) will be held at Ground Floor, 20 Kings Park Road, West Perth WA 6005 on 19 June 2015 at 10:00 am (WST) for the purpose of transacting the following business.

The Explanatory Memorandum provides additional information on matters to be considered at the General Meeting. The attached proxy form and Explanatory Memorandum form part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

ORDINARY BUSINESS

Resolution 1 – Disposal of Linden Gold Project

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 11.2 and for all other purposes, approval is given for the sale of the Company’s interest in the Linden Gold Project to the Purchaser on the terms set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any associate of those persons. However, the Company will not disregard a vote if it 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 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.

Resolution 2 – Approval of Grant of Options to Mr John Davis


“That, for the purpose of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, the issue to Mr John Davis, or his nominees, for nil consideration of 5,000,000 Options to acquire fully paid shares in the capital of the Company, at an exercise price of 143% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue, expiring on 19 June 2020 and on the terms and conditions outlined in the Explanatory Memorandum and in Annexure A is hereby approved.”

Short Explanation: Approval is sought under Listing Rule 10.11 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum for details. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion: The Company will, in accordance with the Listing Rules, disregard any votes cast on Resolution 2 by Mr Davis and any associate of Mr Davis. However, the Company will not disregard a vote if it 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 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.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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Resolution 3 – Approval of Grant of Options to Mr Justin Brown


“That, for the purpose of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, the issue to Mr Justin Brown, or his nominees, for nil consideration of 3,000,000 Options to acquire fully paid shares in the capital of the Company, at an exercise price of 143% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue, expiring on 19 June 2020 and on the terms and conditions outlined in the Explanatory Memorandum and in Annexure A is hereby approved.”


Voting Exclusion: The Company will, in accordance with the Listing Rules, disregard any votes cast on Resolution 3 by Mr Brown and any associate of Mr Brown. However, the Company will not disregard a vote if it 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 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.








(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 4 – Approval of Grant of Options to Mr Peter Cole


“That, for the purpose of Listing Rule 10.11 of the Listing Rules, section 208 of the Corporations Act and for all other purposes, the issue to Mr Peter Cole, or his nominees, for nil consideration of 1,000,000 Options to acquire fully paid shares in the capital of the Company, at an exercise price of 143% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue, expiring on 19 June 2020 and on the terms and conditions outlined in the Explanatory Memorandum and in Annexure A is hereby approved.”


Voting Exclusion: The Company will, in accordance with the Listing Rules, disregard any votes cast on Resolution 4 by Mr Cole and any associate of Mr Cole. However, the Company will not disregard a vote if it 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 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.






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(c) the proxy is the Chair; and

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

A proxy form is attached.

To be valid, properly completed proxy forms must be received by the Company no later than 10:00 am (WST) on 17 June 2015:

by post at Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953; or

by facsimile to Security Transfer Registrars Pty Limited at (08) 9315 2233 (International: +61 8 9315 2233).

By order of the Board

Dennis Wilkins Company Secretary Date: 11 May 2015

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PROXIES

A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding ordinary Shares at 5:00 pm (WST) on 17 June 2015 will be entitled to attend and vote at the General Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for Shareholders in connection with the business to be conducted at the General Meeting of the Company to be held at Ground Floor, 20 Kings Park Road, West Perth WA 6005 on, 19 June 2015 commencing at 10:00 am (WST).

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolution. Further, Shareholders should carefully consider all announcements made by the Company via the ASX Company’s Announcement Platform between the date of the Notice and the date of and including the holding of the Meeting as it is anticipated that one or more such announcements may contain material having a direct bearing upon matters relevant to the business to be considered at the Meeting.

At the General Meeting, Shareholders will be asked to consider the disposal of the Linden Gold Project.

The Directors of the Company unanimously recommend that you vote in favour of Resolution 1 proposed in this Notice, and intend to vote all of their Shares in favour of Resolution 1 proposed in this Notice, in the absence of a superior proposal.

Resolution 1 – Disposal of Linden Gold Project

1.1 Background

The Company was listed in 2011 to undertake mineral exploration and it has been actively engaged with that objective at all times since listing. The Company has reviewed, and continues to review, many opportunities to invest in mineral exploration across a broad range of commodity and geographical sectors. The Company’s focus over recent years has been on the Linden Gold Project. This activity has been supplemented by a successful divestment program of the Company’s historical Australian based mineral project interests. In conjunction with the divestment of the historical Australian based project interests other acquisitions are being assessed presently.

On 13 April 2015, the Company announced to ASX that it had entered into a project sale agreement (PSA), pursuant to which Fortuna SL Mining Pty Ltd may acquire all of the Company’s interest in the Linden Gold Project and subsequently on 8 May 2015, announced it had entered into a First Deed of Variation to the PSA (the Disposal). A payment of $25,000 has been received by the Company in accordance with the terms of First Deed of Variation.

A summary of the key terms of the Disposal are provided in section 1.3 below.

The Disposal will result in a significant strengthening of the Company’s cash reserves, which will enhance the Company’s ability to pursue opportunities to acquire exploration and/or mining projects across a range of commodities at attractive valuations. The Directors are firmly of the view that the Disposal is in the best interests of the Company and Shareholders for the reasons more fully detailed in section 1.6, which include the increased ability to negotiate and secure other mineral exploration opportunities and providing value certainty for Shareholders.

1.2 Linden Gold Project

The Linden Gold Project, comprises a 100% interest of the Mining Property (as detailed in Schedule 1) and Equipment (as detailed in Schedule 3).

The Company reported on 24 July 2014 that the Project pre-feasibility study (“PFS”) confirmed a robust, low

capital, low operating cost, gold mining project.

The PFS was based on underground mining of the second fortune main lode with ore processed off-site under

an Ore Purchase Heads of Agreement with Saracen Gold Mines Limited. The ore would be delivered to

Saracen’s Carosue Dam processing plant 80km to the south of the second fortune gold project. The Company

has all required regulatory Approvals in place to commence mining.

The Project is considered prospective for near term mine development potential and has toll treatment opportunities. The Project includes the Second Fortune gold mine which has historic production and infrastructure including shaft, camp, offices, water and power supply. A series of systematic exploration programmes have been undertaken since acquisition which have further enhanced the prospectively of the Project.

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For further details on the Project, Shareholders should refer to the Company’s Annual Report lodged with ASX on 24 September 2014 and other ASX announcements since then.

Following the various exploration programmes the Company has gained a greater understanding of the potential of the Project and the requirements to develop, and ultimately exploit, the gold potential. These requirements are significant. Capital markets have changed since the acquisition which has increased the challenges to develop mineral projects generally. Accordingly, the Company has been reviewing various divestment and development strategies. The Directors have formed the view that the advantages of the Disposal outweigh the disadvantages and represent a better outcome for Shareholders (see section 1.6 below).

The Disposal is conditional upon, amongst other conditions, approval by Shareholders.

Shareholder approval is required under ASX Listing Rule 11.2 because the sale of the Company’s interests in the Project is considered by ASX to be a disposal of the Company’s “main undertaking”. The Resolution is included to enable Shareholders to consider, and if thought fit, approve the Disposal. The nature of the Company’s activities will remain unchanged should the Disposal be approved on the basis that the Company will remain a mineral exploration company.

The Company intends to use the funds raised from the Disposal to fund exploration on its remaining mineral exploration interests and for the purposes of pursuing opportunities to acquire new exploration and/or mining projects expected to be value accretive to Shareholders.

The Company understands that any future acquisitions (depending on their impact on the nature and scale of the Company’s activities) may require further consultation with ASX in relation to the application of the Listing Rules to those transactions. The Company will consult with ASX in the future, if so required, in order to comply with the Listing Rules, in particular Listing Rule 11.1.

ASX Guidance Note 12: Significant changes to activities requires certain information to be included in a notice of meeting seeking approval for the purposes of ASX Listing Rule 11.2. As a general proposition, this must include such material as will fully and fairly inform security holders of the matters to be considered at the meeting and enable them to make a properly informed judgment on those matters. Where the notice relates to a resolution by security holders approving a transaction for the purposes of Listing Rule 11.2, this includes a reasonable level of detail about the transaction, including an assessment of the financial effect of the transaction on the listed entity and on the interests of security holders in the entity. This information is set out below.

1.3 Key Terms

The key terms of the PSA with respect to the Disposal are set out in this section.

In consideration for the sale of the Project, the Purchaser has agreed to:

(1) Pay Exterra the following:

(i) $100,000 on the Execution Date;

(ii) $150,000, due late May 2015; and

(iii) $6,750,000 on or before Wednesday, 5 August 2015, or the date being 130 days after the Second Fortune Drilling program of work is approved by the Department of Mines and Petroleum, whichever first occurs.

(2) grant Exterra a 2% gross royalty on the Mining Property (as set out in Schedule 1);

(3) grant Exterra a 1% gross royalty on the Fortitude Tenements (as set out in Schedule 2), which are currently under an option to purchase agreement.

(4) Undertake the following:

(i) A drilling program to be completed by 30 June 2015;

(ii) Complete an updated JORC compliant resource and reserve for the Second Fortune deposit (located on M39/255) by 31 July 2015; and

(iii) Subject only to delays directly caused by adverse weather conditions, complete the collection of drilling program samples by 31 July 2015.

In addition to the other requirements set out in the PSA, the work programs must be carried out in compliance with all legislation, guidelines and conditions attached to any approval to carry out such work.

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If relevant approval requirements are not satisfied, the Company is obligated to refund instalment payments received in accordance with the terms of the PSA.

Conditions precedent

Completion of the Disposal is subject to and conditional upon:

(a) Exterra obtaining the consent of the Minister to the sale and purchase of the Mining Property;

(b) Exterra obtaining the approval of its shareholders to the proposed transaction; and

(c) the Purchaser agreeing to be bound by the terms of the Saracen Agreement in place of Exterra and in favour of Saracen.

Representations and warranties

The Company provides standard representations and warranties under the PSA, including that:

(i) as at the date of the PSA and as at Completion, Exterra owns the interest in the Mining Property as set out in Schedule 1 free from any Security Interest and any option or right of pre-emption granted by Exterra except those arising by operation of law or as disclosed on the instruments of title for the Mining Property; and

(ii) as at the date of the PSA:

(A) Exterra is not aware of any proceedings being on foot or any threats to surrender, cancel or forfeit the Mining Property; and

(B) Exterra is not aware of material litigation or arbitration against Exterra in respect of the Mining Property;

(C) no third party to Exterra’s knowledge claims an interest in or right or entitlement to the Equipment or the land covered by the Mining Property; and

(D) Exterra is not aware of any material breach of the conditions of the Mining Property or the Mining Act by Exterra that would be likely to lead to cancellation, forfeiture or surrender of the Mining Property (other than as may relate to the required allowable expenditure on the Mining Property.

But not extending to any representation or warranty in respect of:

(i) Native Title or in respect of the rights of any person as to Native Title and any such representation or warranty which could otherwise be implied in this Agreement is excluded; or

(ii) the renewal of the Mining Property beyond the current term; or

(iii) exemption from the requirements of section 65 of the Mining Act or the status of any application for relief from that section.

Termination

Either the Buyer or the Company may terminate the PSA if:

(i) the parties mutually agree to terminate the PSA; or

(ii) any of the conditions precedent in the PSA (as set out above in this notice) are not satisfied in accordance with the terms of the PSA.

1.4 Financial effect of the Disposal on the Company

Set out below is an abridged pro-forma statement of the financial position of the Company, prepared to enable an assessment of the likely effect of the Disposal on the financial position of the Company at completion.

It has been prepared:

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(i) based on the unaudited statement of financial position as at 30 April 2015, with certain adjustments applied reflecting the impact of the Disposal (see adjustments following the balance sheet, below); and

(ii) on an abbreviated basis and does not contain all of the disclosures usually provided in an audited statement of financial position.

You should be aware that the expected cash position of the Company on completion of the Disposal is provided as a guide only. The actual cash position of the Company on completion of the Disposal is dependent upon a range of factors, and is subject to various operational and economic uncertainties and contingencies, many of which are outside the Company’s control. In addition, the estimated cash position of the Company is based upon estimates and assumptions with respect to the Company’s future business decisions, which are subject to change. As such, the actual cash position of the Company upon completion may vary from the expected cash position set out in the abridged pro-forma statement of financial position below, and any such variation may be material. Neither the Company nor its Directors can give any assurance of the actual cash position of the Company on completion of the Disposal.

The impact of the Disposal on the Company’s consolidated balance sheet is set out in the pro forma balance sheet below:

Reviewed

31 December 2014

Unaudited

30 April 2015

Post Completion

Based on unaudited

30 April 2015

$ $ $

ASSETS Current Assets Cash and cash equivalents 277,328 349,449 7,229,449 Trade and other receivables 13,023 7,736 7,736 Financial assets at fair value through profit or loss 295,833 223,333 223,333 Total Current Assets 586,184 580,517 7,460,517

Non-Current Assets Plant and equipment 253,903 247,146 292 Mining properties 3,785,000 3,785,000 1,475,000 Total Non-Current Assets 4,038,903 4,032,146 1,475,292

TOTAL ASSETS 4,625,087 4,612,663 8,935,809 LIABILITIES Current Liabilities Trade and other payables 56,178 41,190 41,190 Total Current Liabilities 56,178 41,190 41,190

TOTAL LIABILITIES 56,178 41,190 41,190

NET ASSETS 4,568,909 4,571,473 8,894,619

EQUITY Contributed equity 13,317,529 13,317,529 13,317,529 Reserves 300,950 300,950 300,950 Accumulated losses (9,049,570) (9,047,006) (4,723,860)

TOTAL EQUITY 4,568,909 4,571,473 8,894,619

The proforma adjustments included above are the recognition of the Consideration of $6.9 million cash. An initial non-refundable deposit of $100,000 was received on 30 March 2015.

The Balance Sheet movements between 31 December 2014 and 30 April 2015 result from normal business activities.

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1.5 Indicative Timetable

Subject to ASX Listing Rule and Corporations Act requirements, the Company anticipates completion of the Disposal will be in accordance with the following timetable:

Event Date

General Meeting to approve Disposal 19 June 2015

Completion of Disposal No later than 2 business day after the payment of the final instalment of the cash component of the Consideration, as set out in the PSA or other date as may be agreed in writing between the parties.

The above dates are indicative and subject to change. The Company reserves the right to amend the timetable without prior written notice.

1.6 Reasons for the Disposal

The Directors believe that following an assessment of the advantages and disadvantages disclosed below, the Disposal is in the best interests of the Company, and consequently, in the absence of a superior proposal:

the Directors unanimously recommend that you vote in favour of the resolution proposed in this Notice; and

the Directors intend to vote all of their Shares in favour of the resolution proposed in this Notice.

Set out below are the Directors’ assessment of the advantages and disadvantages of the Disposal.

Advantages

If completed, the Disposal will add $7.0 million to the Company’s cash reserves, which will enable the Company to consider a much broader set of opportunities for new asset acquisitions to increase Shareholder value.

There is no certainty the Company could develop a mining operation at the Project. Whilst the Company’s exploration work has shown the Project to be highly prospective for gold mineralisation, there are a range of risks that the owner of the Project faces in developing a mining, processing and logistics operation. The Directors consider that these risks outweigh the potential rewards to Shareholders of pursuing the Project further.

Based on the work completed by the Company to date, to exploit the potential of the Linden Gold Project a significant amount of capital, compared to the Company’s current market capitalisation, is required. If the Company continued to self-fund such operations, it would need to raise additional capital, which may result in significant dilution of Shareholders.

The Directors believe that better opportunities are likely to exist elsewhere for the Company. In the current economic and market environment, it is possible to acquire exploration and mining projects at attractive valuations. The Directors present intention is to utilise the proceeds of the disposal along with its existing cash reserves, to continue its ongoing program to review a range of new opportunities and, if one can be identified that the Directors believe will increase Shareholder value, potentially make an acquisition.

The Disposal provides value certainty for Shareholders. Once the Company receives the Consideration, Shareholders will no longer be exposed to the same level of downside risks associated with current equity market volatility and exploration operating costs.

The Company will retain a 2% Gross Royalty on all proceeds from gold produced from the Mining Property and obtain a 1% Gross Royalty on all proceeds from gold sales on the Fortitude Tenements.

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Disadvantages

Other than the 2% Royalty described in section 1.3 (2) the Company will not be able to participate in or derive any future potential profits from any mining activities undertaken on the Linden Gold Project.

There is a risk that it may take the Company longer than is reasonably anticipated to locate and complete the acquisition of other suitable investment opportunities.

1.7 Future activities and direction on completion of the Disposal

The Company has been focussed on mineral exploration across a range of commodities.

Over the past 24 months the Company has been seeking new alternative, high quality, exploration opportunities to expand its asset portfolio. At the same time the Company has been selling certain interests and assets. The Company intends to continue a strategy of acquiring high quality exploration assets.

The Company is also currently in the early stages of assessing other opportunities to secure interests in exploration tenements. Following completion of the Disposal, the Company will continue to review, assess and advance discussions to acquire interests in mineral exploration properties. The Company considers that the proceeds of the Disposal of $7 million, provide a strong platform for it to negotiate and secure interests in high quality projects. The Company will consult with ASX on the need to obtain any Shareholder approvals for any future acquisitions.

The Directors intend to consider all investment opportunities.

1.8 Intentions of the Company if the Disposal is not approved by Shareholders

If Shareholders do not approve the Disposal, the Company will be required to continue to incur holding and exploration costs to maintain the Project. The Company will continue to review alternatives to develop or divest the Project.

1.9 Directors’ interests and recommendations

The Directors do not have any material interest in the outcome of the Resolution, other than as a result of their interest arising solely in the capacity as Shareholders.

No director of the Company will receive any payment or benefit of any kind as a consequence of the Disposal, other than in their capacity as a Shareholder of the Company.

As at the date of this Notice, the Directors have a relevant interest in the securities of the Company as set out in the following table:

Director Shares Options

Mr Justin Brown 5,500,002 Nil

Mr John Davis 500,000 Nil

Mr Peter Cole 2,000,000 Nil

COMBINED TOTAL 8,000,002 Nil

The Board has approved the proposal to put the Resolution to Shareholders. Each of the Directors intends to vote all of their Shares in favour of Resolution 1, in the absence of a superior proposal.

For the reasons set out in this Explanatory Memorandum, the Directors consider that the Disposal would be in the best interests of the Company and of Shareholders, and the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

A voting exclusion statement is included in the Notice.

Resolution 2 – Grant of Options to Mr John Davis

The Company proposes to grant 5,000,000 Options to Mr John Davis, or his nominees, for nil consideration at an exercise price of 143% of the VWAP of the fully paid ordinary shares 5 days prior to the date of the meeting to approve the issue and expire on 19 June 2020.

The full terms of the Options are set out in Annexure A to this Explanatory Memorandum.

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The Directors consider that the grant of the Options is a cost effective and efficient means for the Company to provide a reward and incentive.

The exercise price will only be known on the date of issue. Assuming that the Options were issued on the date of this Notice, the exercise price would be $0.0172. On that basis, in the event all the Options are exercised, Mr Davis (or his nominees) will need to pay a total of $86,000 to the Company.

Related Party Transactions Generally

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provision; or

(b) prior Shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, Directors and persons who were a related party in the previous six months are considered to be related parties of the Company.

Resolution 2 provides for the grant of Options to a related party which is a financial benefit requiring Shareholder approval. For the purpose of Chapter 2E of the Corporations Act the following information is provided.

The related party to whom the proposed Resolution would permit the financial benefit to be given

Subject to Shareholder approval, the Options the subject of Resolution 2 will be granted to Mr Davis, or his nominees, within one month of the passing of this Resolution. Mr Davis is a Director of the Company and is therefore classified as a related party.

The nature of, reasons for and basis for the financial benefit

The proposed financial benefit is the grant of 5,000,000 options to Mr Davis, or his nominees, for no issue price. Each Option will allow Mr Davis to subscribe for one ordinary fully paid Share in the Company. The Options have an exercise price of 143% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting to approve the issue and expire on 19 June 2020.

The Options form part of Mr Davis’ incentive for continuing and future efforts. The issue of Options to Mr Davis is subject to Resolution 2 being passed. Options are considered to be the appropriate incentive given the Company’s current size and stage of development, being an exploration company with limited cash reserves. If Mr Davis is to derive any value from the Options, the market Share price must be in excess of the exercise price at the time of exercise. As the exercise price of the Options is at a premium to the most recent closing Share price prior to the date of this Notice, and the average Share price as traded over the previous 6 months, the Options represent an incentive to Mr Davis to achieve this increase in the Share price, which would result in an increase in Shareholder value.

Directors' recommendation

All directors except Mr Davis recommend Shareholders vote in favour of Resolution 2. Mr Davis does not wish to make a recommendation about the proposed Resolution 2 as he may potentially receive a financial benefit from the passing of the Resolution in relation to the grant of Options and does not consider himself sufficiently independent to make a recommendation.

Interests of Directors

Mr Davis has noted his interest in the approval of Resolution 2 in relation to the Options.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

(a) The proposed Resolution would have the effect of giving power to the Directors to grant 5,000,000 Options to Mr Davis, or his nominees.

(b) The exercise of the Options is subject to the terms and conditions as set out in Annexure A to this Explanatory Memorandum and as otherwise mentioned above.

(c) The Directors, in conjunction with the Company's advisers, have provided an indicative value to the Options by reference to the Black-Scholes valuation method.

(d) The total value of the Options to be issued is outlined in Table 1 below. If Options granted to Mr Davis, or his nominees, are exercised, the effect would be to dilute the Shareholdings of the existing Shareholders.

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Table 1 - Details of Director Options

Name Relationship Number of options

Exercise price Expiry date Vesting Value as determined by Black-Scholes valuation

John Davis

Director 5,000,000 143% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting

19 June 2020 At date of allotment

$21,500 (i)

Option Valuation details

Details Input

Share price $0.012

Exercise Price $0.0172

Risk Free Rate 2.36%

Volatility (Annualised) 50%

Start Date 19 June 2015

Expiry Date 19 June 2020

Value per Option $0.0043 (i)

(e) As at the date of this Notice, the issued capital of the Company comprised 181,152,994 Shares. If all Options granted as proposed above are exercised, and assuming all existing Options and Performance Rights on issue have been exercised, and assuming no other share issues proceed, the effect would be to dilute the Shareholding of existing Shareholders as per the table below:

Existing Shares and Options

Shares and Options 181,652,994

Options to be granted 5,000,000

New Total 186,652,994

Dilutionary effect 2.75%

(f) Mr Davis’ current interests in securities of the Company are set out in the table below:

Director Shareholding Option holding

John Davis 500,000 Nil

(g) The market price of the Company's Shares during the term of the Options will normally determine whether or not the Option holder exercises the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company's Shares may be trading at a price which is higher than the exercise price of the Options.

(h) The Options will not be quoted on ASX and as such have no actual market value. The fully paid ordinary Shares of the Company have been traded on ASX since May 2011. In the twelve months prior to the date of this notice the Shares have traded in the range of 1 cent to 2.7 cents, the most recent closing price prior to the date of this Notice was 1.2 cents. The Options are capable of being converted to Shares by payment of the exercise price.

(i) Mr Davis currently receives remuneration of $7,200 per month plus GST, based on three days per week.

(j) Under the Australian equivalent of IFRS, the Company is required to expense the value of the Options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Options to Mr Davis or his nominees pursuant to Resolution 2.

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(k) Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by this Resolution.

Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

(a) The Options will be issued to Mr Davis (or his nominees).

(b) The maximum number of Options to be issued to Mr Davis (or his nominees) is 5,000,000.

(c) The Options will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

(d) The Options will be issued at an exercise price of 143% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting to approve the issue and expire on 19 June 2020.

(e) The Options will be issued on the terms and conditions outlined in Annexure A.

(f) A voting exclusion statement is included in the Notice of Meeting.

(g) No funds will be raised from the issue of the Options.

Resolution 3 – Grant of Options to Mr Justin Brown

The Company proposes to grant 3,000,000 Options to Mr Justin Brown, or his nominees, for nil consideration at an exercise price of 143% of the VWAP of the fully paid ordinary shares 5 days prior to the date of the meeting to approve the issue and expire on 19 June 2020.



The exercise price will only be known on the date of issue. Assuming that the Options were issued on the date of this Notice, the exercise price would be $0.0172. On that basis, in the event all the Options are exercised, Mr Brown (or his nominees) will need to pay a total of $51,600 to the Company.








Subject to Shareholder approval, the Options the subject of Resolution 3 will be granted to Mr Brown, or his nominees, within one month of the passing of this Resolution. Mr Brown is a Director of the Company and is therefore classified as a related party.


The proposed financial benefit is the grant of 3,000,000 options to Mr Brown, or his nominees, for no issue price. Each Option will allow Mr Brown to subscribe for one ordinary fully paid Share in the Company. The Options have an exercise price of 143% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting to approve the issue and expire on 19 June 2020.

The Options form part of Mr Brown’s incentive for continuing and future efforts. The issue of Options to Mr Brown is subject to Resolution 3 being passed. Options are considered to be the appropriate incentive given the Company’s current size and stage of development, being an exploration company with limited cash reserves. If Mr Brown is to derive any value from the Options, the market Share price must be in excess of the exercise price at the time of exercise. As the exercise price of the Options is at a premium to the most recent closing Share price prior to the date of this Notice,

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and the average Share price as traded over the previous 6 months, the Options represent an incentive to Mr Brown to achieve this increase in the Share price, which would result in an increase in Shareholder value.


All directors except Mr Brown recommend Shareholders vote in favour of Resolution 3. Mr Brown does not wish to make a recommendation about the proposed Resolution 3 as he may potentially receive a financial benefit from the passing of the Resolution in relation to the grant of Options and does not consider himself sufficiently independent to make a recommendation.


Mr Brown has noted his interest in the approval of Resolution 3 in relation to the Options.


(a) The proposed Resolution would have the effect of giving power to the Directors to grant 3,000,000 Options to Mr Brown, or his nominees.



(d) The total value of the Options to be issued is outlined in Table 1 below. If Options granted to Mr Brown, or his nominees, are exercised, the effect would be to dilute the Shareholdings of the existing Shareholders.




Justin Brown



$12,900 (i)


Details Input

Share price $0.012







(e) As at the date of this Notice, the issued capital of the Company comprised 181,152,994 Shares. If all Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, and assuming no other share issues proceed, the effect would be to dilute the Shareholding of existing Shareholders as per the table below:

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New Total 184,652,994


(f) Mr Brown’s current interests in securities of the Company are set out in the table below:


Justin Brown 5,500,002 Nil



(i) Mr Brown currently does not receive director fees in accordance with a resolution of the Board of Directors. Non-Executive Director fees have been cancelled until further notice.

(j) Under the Australian equivalent of IFRS, the Company is required to expense the value of the Options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Options to Mr Brown or his nominees pursuant to Resolution 3.




(a) The Options will be issued to Mr Brown (or his nominees).

(b) The maximum number of Options to be issued to Mr Brown (or his nominees) is 3,000,000.


(d) The Options will be issued at an exercise price of 143% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting to approve the issue and expire on 19 June 2020.




Resolution 4 – Grant of Options to Mr Peter Cole

The Company proposes to grant 1,000,000 Options to Mr Peter Cole, or his nominees, for nil consideration at an exercise price of 143% of the VWAP of the fully paid ordinary shares 5 days prior to the date of the meeting to approve the issue and expire on 19 June 2020.



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The exercise price will only be known on the date of issue. Assuming that the Options were issued on the date of this Notice, the exercise price would be $0.0172. On that basis, in the event all the Options are exercised, Mr Cole (or his nominees) will need to pay a total of $17,200 to the Company.








Subject to Shareholder approval, the Options the subject of Resolution 4 will be granted to Mr Cole, or his nominees, within one month of the passing of this Resolution. Mr Cole is a Director of the Company and is therefore classified as a related party.


The proposed financial benefit is the grant of 1,000,000 options to Mr Cole, or his nominees, for no issue price. Each Option will allow Mr Cole to subscribe for one ordinary fully paid Share in the Company. The Options have an exercise price of 143% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting to approve the issue and expiring 19 June 2020.

The Options form part of Mr Coles’ incentive for continuing and future efforts. The issue of Options to Mr Cole is subject to Resolution 4 being passed. Options are considered to be the appropriate incentive given the Company’s current size and stage of development, being an exploration company with limited cash reserves. If Mr Cole is to derive any value from the Options, the market Share price must be in excess of the exercise price at the time of exercise. As the exercise price of the Options is at a premium to the most recent closing Share price prior to the date of this Notice, and the average Share price as traded over the previous 6 months, the Options represent an incentive to Mr Cole to achieve this increase in the Share price, which would result in an increase in Shareholder value.


All directors except Mr Cole recommend Shareholders vote in favour of Resolution 4. Mr Cole does not wish to make a recommendation about the proposed Resolution 4 as he may potentially receive a financial benefit from the passing of the Resolution in relation to the grant of Options and does not consider himself sufficiently independent to make a recommendation.


Mr Cole has noted his interest in the approval of Resolution 4 in relation to the Options.


(a) The proposed Resolution would have the effect of giving power to the Directors to grant 1,000,000 Options to Mr Cole, or his nominees.



(d) The total value of the Options to be issued is outlined in Table 1 below. If Options granted to Mr Cole, or his nominees, are exercised, the effect would be to dilute the Shareholdings of the existing Shareholders.

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Peter Cole



$4,300 (i)


Details Input

Share price $0.012







(e) As at the date of this Notice, the issued capital of the Company comprised 181,152,994 Shares. If all Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, and assuming no other share issues proceed, the effect would be to dilute the Shareholding of existing Shareholders as per the table below:




New Total 182,652,994


(f) Mr Coles current interests in securities of the Company are set out in the table below:


Peter Cole 2,000,000 Nil



(i) Mr Cole currently does not receive director fees in accordance with a resolution of the Board of Directors. Non-Executive Director fees have been cancelled until further notice.

(j) Under the Australian equivalent of IFRS, the Company is required to expense the value of the Options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or

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detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Options to Mr Cole or his nominees pursuant to Resolution 4.




(a) The Options will be issued to Mr Cole (or his nominees).

(b) The maximum number of Options to be issued to Mr Cole (or his nominees) is 1,000,000.


(d) The Options will be issued at an exercise price of 143% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting to approve the issue and expiring 19 June 2020.




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GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

$ means Australian dollars.

Associate has the same meaning as defined in Section 11 and Sections 13 to 17 of the Corporations Act.

ASX means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd.

Board means the board of Directors of the Company.

Company means Exterra Resources Limited ABN 26 138 222 705.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Disposal means the proposed sale by the Company of the Project to the Fortuna SL Mining Pty Ltd.

Explanatory Memorandum means this explanatory memorandum, which accompanies and forms part of the Notice.

First Deed of Variation means the additional terms to the PSA that have been agreed by Company and Fortuna SL Mining Pty Ltd.

Fortitude Tenements means the tenements detailed in Schedule 2 of this Notice of Meeting.

Listing Rules means the listing rules of ASX.

Linden Gold Project or Project means the tenements as detailed in Schedule 1 and Equipment detailed in Schedule 3.

Meeting means the general meeting of the Company convened by the Notice of Meeting.

Mining Act means the Mining Act 1978 (WA), and for the avoidance of doubt includes transitional provisions under the Mining Amendment Act 2004.

Mining Property means the tenements detailed in Schedule 1 of this Notice of Meeting.

Notice or Notice of Meeting means the notice of general meeting accompanying this Explanatory Memorandum.

Native Title means a right, interest or entitlement to the occupation or use of land by indigenous inhabitants in accordance with the laws and customs of the indigenous inhabitants that is recognised in the place where the Mining Property is situated by statute or common law.

Purchaser means Fortuna SL Mining Pty Ltd ACN 602 730 825.

Proxy Form means the proxy form enclosed with this Notice of Meeting.

Resolution means a resolution contained in the Notice of Meeting.

Security Interest means any mortgage, charge, pledge, lien, encumbrance, arrangement for retention of title or other interest having the effect of providing security, whether existing or agreed to be granted or created, and includes any arrangement of any kind or any other right of, or arrangement with, any creditor to have its claim satisfied in priority to other creditors with, or from the proceeds of, any asset.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

PSA has the meaning given in section 1.1 of the Explanatory Memorandum.

WST means Australian Western Standard Time.

VWAP means volume weighted average price of Exterra Resources Limited securities traded on ASX.

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ANNEXURE A

TERMS AND CONDITIONS OPTIONS EXPIRING 19 JUNE 2020

The Options will be issued on the following terms:

1. Each Option shall be issued for no consideration.

2. The exercise price of each Option will be 143% of the VWAP of the fully paid ordinary shares of the Company on the five days prior to the date of meeting (“Exercise Price”).

3. Each Option entitles the holder to subscribe for one Share in Exterra Resources Limited ABN 26 138 222 705 ("Company") upon the payment of the Exercise Price per Share subscribed for.

4. The Options will lapse at 5:00 pm, Western Standard Time on 19 June 2020 ("Expiry Date").

5. The Options may be transferred at any time in accordance with the Corporations Law, the SCH Business Rules and/or the Listing Rules.

6. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

7. Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before closing date to exercise the Options.

8. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2.

9. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

10. The Options shall be exercisable at any time until the Expiry Date ("Exercise Period") by the delivery to the registered office of the Company of a notice in writing ("Notice") stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it.

11. The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

12. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

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Schedule 1 - Mining Property

Tenement Registered Holder Interest Held

Linden

L39/0012 Exterra Resources Ltd 100%




M39/0255 Exterra Resources Ltd 100%




M39/0500 Exterra Resources Ltd 90% (10% held by GME Resources Ltd)








E39/1232 Exterra Resources Ltd 100%



Schedule 2 - Fortitude Tenements

Fortitude

M39/1 Fortitude Gold Pty Ltd 100%




M39/1065 Midas Resources Ltd 100%

M39/1089 Midas Resources Ltd 100%

P39/4644 Midas Resources Ltd 100%

P39/4645 Fortitude Gold Pty Ltd 100%

E39/1752 Fortitude Gold Pty Ltd 100%



E39/1803 Drillpak Pty Ltd 100%

E39/1819 Baymoon Pty Ltd 100%

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Schedule 3 – Equipment

Linden Project Site Inventory

8 x 5 Person transportable accommodation units

1 x Female ablution block

1 x Male ablution block

1 x Transportable laundry block

1 x Transportable kitchen/mess building including cool room/freezer

1 x Transportable office block

1 x Camp potable water storage tank

1 x 12,000L fuel tank

Portable water bore pump and genset (Lister) including PVC pipeline

Satellite free to air television system

Contents of Accommodation and Mess buildings

Small sheds at camp site

1 x 20’ sea container

Core yard diamond drill core

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This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Lodge your proxy vote securely at www.securitytransfer.com.au

1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson is authorised to exercise the proxy in relation to each of Resolutions 2, 3 and 4 even though

each such resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or if the Company is part of a consolidated

entity for the entity. The Chairperson intends to vote any undirected proxies in favour of all the resolutions.

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

REGISTERED OFFICE:

«HOLDER_NAME»

«ADDRESS_LINE_1»

«ADDRESS_LINE_2»

«ADDRESS_LINE_3»

«ADDRESS_LINE_4»

«ADDRESS_LINE_5»

SECTION C: Signature of Security Holder(s)

I/We, the above named, being registered holders of the Company and entitled to attend and vote, hereby appoint:

SECTION A: Appointment of Proxy

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Individual or Security Holder

Sole Director & Sole Company Secretary

Security Holder 2

Director

Security Holder 3

Director/Company Secretary

«EF

T_R

EFER

ENC

E_N

UM

BER

»

SECTION B: Voting Directions

OR

The meeting chairperson

EXC Code:

«HOLDER_NUM

BER»

Holder Number:

VOTE

ONLINE

«ONLINE

PRX ID»

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

PROXY FORM

«ADDRESS_LINE_5»

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 10:00am WST on Wednesday 17 June 2015.

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10:00am WST on Friday 19 June 2015 at Ground Floor, 20 Kings Park Road, West Perth WA 6005 and at any adjournment of that meeting.

EXTERRA RESOURCES LIMITED

ACN: 138 222 705

GROUND FLOOR 20 KINGS PARK ROAD WEST PERTH WA 6005

EXCPX1190615 1 1 EXC EXCPX1190615

RESOLUTION For Against Abstain*

1. Disposal of Linden Gold Project

2. Approval of Grant of Options to Mr John Davis

3. Approval of Grant of Options to Mr Justin Brown

4. Approval of Grant of Options to Mr Peter Cole

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My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this

information is incorrect, please make corrections on this form. Shareholders

sponsored by a broker should advise their broker of any changes. Please note that

you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the

Chairperson of the Meeting please write the name of that person in Section A.

If you leave this section blank, or your named Proxy does not attend the meeting,

the Chairperson of the Meeting will be your Proxy. A Proxy need not be a

shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each

item in Section B. Where more than one Proxy is to be appointed and the proxies

are to vote differently, then two separate forms must be used to indicate voting

intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting

and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form

may be obtained by contacting the Company's share registry or you may photocopy

this form.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or

number of securities applicable to that form. If the appointments do not

specify the percentage or number of votes that each Proxy may exercise,

each Proxy may exercise half of your votes; and

b) Return both forms in the same envelope.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the

Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged

this document with the Company's share registry. If you have not previously lodged

this document for notation, please attach a certified photocopy of the Power of

Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole

Company Secretary, this form must be signed by that person. If the Company

(pursuant to section 204A of the Corporations Act 2001) does not have a Company

Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a

Director jointly with either another Director or Company Secretary. Please indicate

the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate

"Certificate of Appointment of Corporate Representative" should be lodged with the

Company before the meeting or at the registration desk on the day of the meeting.

A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received

by Security Transfer Registrars Pty Ltd no later than the date and time stated on

the form overleaf. Any Proxy form received after that time will not be valid for the

scheduled meeting.

The proxy form does not need to be returned to the share registry if the votes have

been lodged online.

Security Transfer Registrars Pty Ltd

Online www.securitytransfer.com.au

Postal Address PO BOX 535

Applecross WA 6953 AUSTRALIA

Street Address Alexandrea House

Suite 1, 770 Canning Highway

Applecross WA 6153 AUSTRALIA

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email [email protected]

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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