ADX Energy : Notice of General Meeting /Proxy Form

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

GENERAL MEETING OF ADX ENERGY LTD

TO BE HELD AT LEVEL 2, SUITE 14

210 BAGOT ROAD, SUBIACO, WESTERN AUSTRALIA

FRIDAY 20 SEPTEMBER 2019

COMMENCING AT 10:00 AM (WST)

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 ([phone]

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ADX Energy Ltd

ABN 50 009 058 646

Suite 14, 210 Bagot Road, Subiaco WA 6008

Phone: [phone] Fax: [phone] Email: [e-mail]

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of ADX Energy Ltd will be held at the office of

Level 2, Suite 14, 210 Bagot Road, Subiaco, Western Australia on

Friday 20 September 2019 at 10:00 am (WST)

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	9
Proxy Form	enclosed

IMPORTANT INFORMATION

Your Vote is Important

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

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting eligibility

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 5.00pm (WST) on 18 September 2019.

Voting in Person

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

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Your proxy form is enclosed.

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Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they apply to this General Meeting. Broadly, the sections mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the question that the resolution be passed; and
• either of the following applies:
  o the proxy is not recorded as attending the meeting;

1. the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. Resolution 1 - Issue of Convertible Loan Facilities to Director - Mr Ian Tchacos
   To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue convertible loan facilities to the value of $50,000 to Mr Ian Tchacos (or his nominee) on the terms and conditions set out in the Explanatory Statement."
2. Resolution 2 - Issue of Convertible Loan Facilities to Director - Mr Paul Fink
   To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue convertible loan facilities to the value of $50,000 to Mr Paul Fink (or his nominee) on the terms and conditions set out in the Explanatory Statement."
3. Resolution 3 - Issue of Convertible Loan Facilities to Director - Mr Robert Brown
   To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue convertible loan facilities to the value of $50,000 to Mr Robert Brown (or his nominee) on the terms and conditions set out in the Explanatory Statement."
   Voting Exclusion Statement for Resolutions 1 to 3
   The Company will disregard any votes cast in favour of these Resolutions by or on behalf of any Director who participated in the convertible loan facilities in respect of which the approval is sought, and any associates of those Directors (Resolutions 1 to 3 Excluded Party). 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, provided the Chair is not a Resolutions 1 to 3 Excluded Party, 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 - Ratification of Prior Issues of Convertible Loan Facilities
   To consider and, if thought fit, to pass the following resolution with or without amendment, as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issue of convertible loan facilities totalling $1,055,000 issued on 16 July 2019 on the terms and conditions set out in the Explanatory Statement."
   Voting Exclusion Statement:
   The Company will disregard any votes cast in favour of the resolution by, or on behalf of, a person who participated in the issue or any associates of those persons.
   However, the Company need not disregard a vote if:
5. • 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.
6. Resolution 5 - Approval of Future Issue of Shares
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 500,000,000 fully paid ordinary Shares on the terms and conditions set out in the Explanatory Statement."
   Voting Exclusion Statement:
   The Company will disregard any votes cast in favour of Resolution 5 by a person and any associates of the person who:

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