Cassini Resources : Acquisition Scheme Booklet - Part 5 of 5

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ANNEXURE 3: - ACQUISITION SCHEME

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ANNEXURE 4: - DEED POLL

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ANNEXURE 5: - NOTICE OF ACQUISITION SCHEME MEETING

CASSINI RESOURCES LIMITED

ACN 149 789 337

NOTICE OF ACQUISITION SCHEME MEETING

AND

EXPLANATORY MEMORANDUM

A General Meeting of Cassini Resources Limited will be held at BDO

Australia, 38 Station Street, Subiaco, Western Australia on 21

September 2020 at 10:00am (AWST)

As a result of the potential health risks associated with large gatherings and the corona virus (COVID-

1. pandemic, shareholders are strongly encouraged to attend the Acquisition Scheme Meeting electronically.

This Notice of Acquisition Scheme 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 [phone]

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

Acquisition Scheme Meeting.

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CASSINI RESOURCES LIMITED

ACN 149 789 337

NOTICE OF GENERAL MEETING

By an order of the Supreme Court of Western Australia made on 12 August 2020 pursuant to section 411(1) of the Corporations Act, a meeting of the holders of ordinary shares in the Company will be held on Monday, 21 September 2020 at 10:00am (AWST).

The Court has also directed that Scott Douglas Gibson act as chairman of the Acquisition Scheme Meeting or failing him Michael Peter Bowen, and has directed the chairman to report the results of the Acquisition Scheme Meeting to the Court.

In line with the recent temporary modifications to the Corporations Act, changing how general meetings can be held, the Company has made arrangements for Cassini Shareholders to participate in the Acquisition Scheme Meeting electronically. Details on how to attend electronically are specified below.

The Directors have determined, pursuant to regulation 7.11.37 of the Corporations Regulations, that the persons eligible to vote on the Acquisition Scheme Meeting are those who are registered as shareholders of Cassini on 19 September 2020 at 5:00pm (AWST).

Purpose of Meeting

The purpose of the Acquisition Scheme Meeting is to consider and, if thought fit, to approve (with or without modification) a scheme of arrangement proposed to be made between Cassini and Cassini Shareholders.

To enable you to make an informed voting decision, important information on the Acquisition Scheme is set out in the Acquisition Scheme Booklet accompanying this Notice of Acquisition Scheme Meeting.

The Explanatory Memorandum and the Proxy Form forms part of this Notice of Acquisition Scheme Meeting. Unless otherwise defined, capitalised terms used in this notice have the same meaning as set out in the defined terms in section 13 of the Acquisition Scheme Booklet.

AGENDA

1. RESOLUTION 1 - APPROVAL OF THE ACQUISITION SCHEME

To consider and if, thought fit, to pass, with or without amendment, the following resolution in accordance with section 411 of the Corporations Act, as an ordinary resolution:

"That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Cassini and the holders of its ordinary shares as contained in and more particularly described in the Acquisition Scheme Booklet of which the Notice of Acquisition Scheme Meeting forms part, is approved, and the Directors of Cassini are authorised to agree to such alterations or conditions as are thought fit by the Court, and subject to approval by the Court, to implement the Acquisition Scheme with any such alterations or conditions."

By order of the Court

STEVEN WOOD

Company Secretary

Cassini Resources Limited

Dated 12 August 2020

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Cassini Resources Limited

ACN 149 789 337

EXPLANATORY MEMORANDUM

1. INTRODUCTION
   This Explanatory Memorandum has been prepared for the information of Cassini Shareholders in connection with the business to be conducted at the Acquisition Scheme Meeting to be held electronically and at BDO Australia, 38 Station Street, Subiaco, Western Australia on Monday, 21 September 2020 at 10:00am (AWST).
   To avoid the increase risk of transmission of COVID-19, the Cassini Directors strongly advise Cassini Shareholders to attend the meeting electronically rather than in person.
   This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompany Notice of Acquisition Scheme Meeting. The purpose of this Explanatory Memorandum is to provide information to Cassini Shareholders in deciding whether or not to pass the resolution set out in this Notice of Acquisition Scheme Meeting.
   A Proxy Form is located at the end of the Explanatory Memorandum.
   Any changes to the Acquisition Scheme Meeting will be communicated to Cassini Shareholders electronically via Cassini's ASX platform.
2. REQUIRED VOTING MAJORITY
   In order for the Acquisition Scheme to become effective, the resolution set out in the Notice of Acquisition Meeting must be passed at a meeting by:
3. 1. unless the Court orders otherwise, a majority of the number of Cassini Shareholders present and voting (whether in person or by proxy, attorney or, in the case of corporate shareholders, a corporate representative) at the meeting; and
   2. at least 75% of the votes cast on the resolution.

The Court has the discretion under section 411(4)(a)(ii)(A) of the Corporations Act to approve the Acquisition Scheme if it is approved by at least 75% of the votes cast on the resolution but not by a majority in number of Cassini Shareholders (other than excluded shareholders) present and voting at the Acquisition Scheme Meeting.

Voting at the Acquisition Scheme Meeting will be by poll rather than by a show of hands.

1. COURT APPROVAL
   In accordance with section 411(4)(b) of the Corporations Act, the Acquisition Scheme (with or without alteration or conditions) is subject to approval of the Court. If the resolution proposed at the Acquisition Scheme Meeting is approved by the requisite majority, and the relevant conditions of the Acquisition Scheme (other than approval by the Court) are satisfied, or waived, by the time required under the Acquisition Scheme, Cassini intends to apply to the Court for the necessary orders to give effect to the Acquisition Scheme.
2. ENTITLEMENT TO VOTE
   For the purposes of the Corporations Act, all securities of the Company that are quoted securities at 5:00pm (AWST) on 19 September 2020 will be taken, for the purposes of the Acquisition Scheme Meeting, to be held by the persons who held them at the time and such persons are eligible to vote at the Meeting.

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5. HOW TO VOTE

Cassini Shareholders entitled to vote at the Acquisition Scheme Meeting can vote:

1. by attending the Acquisition Scheme Meeting electronically and vote using the instructions below; or
2. by attending the Acquisition Scheme Meeting physically and vote in person; or
3. by appointing an attorney to attend the Acquisition Scheme Meeting and vote on their behalf, or, in the case of corporate shareholders, a corporate representative to attend the Acquisition Scheme Meeting and vote on its behalf; or
4. by appointing a proxy to attend the Acquisition Scheme Meeting and vote on their behalf, using the Proxy Form accompanying this Notice of Acquisition Scheme Meeting.

A personalised Proxy Form accompanies this Notice of Acquisition Scheme Meeting. The Proxy Form contains full details of how to appoint persons and how to sign and lodge the voting form.

To be valid, Proxy Forms or electronic voting instructions must be received 10:00am (AWST) on 19 September 2020.

Voting in person

Cassini Shareholders are asked to arrive at the venue 30 minutes prior to the time designated for the Acquisition Scheme Meeting to allow for registration for the Acquisition Scheme Meeting. The meeting registration form for the Acquisition Scheme Meeting is the Proxy Form included with the Acquisition Scheme Booklet of which this Notice of Acquisition Scheme Meeting forms part.

Voting online

Cassini Shareholders and their proxies, attorneys or corporate representatives will be able to participate in the Acquisition Scheme Meeting through an online platform at investor.automic.com.au. This online platform will allow Cassini Shareholders to attend the Acquisition Scheme Meeting in real time and allow them to vote and ask questions in respect to the Acquisition Scheme Resolution.

It is recommend trying to log on to the online platform at least 15 minutes prior to the scheduled start time for the Acquisition Scheme Meeting.

Cassini Shareholders who wish to participate electronically may do so in accordance with the following instructions:

1. Open your internet browser and go to investor.automic.com.au
2. Login with your username and password or click "register" if you haven't already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on "View" when this appears
4. Click on "Register" and follow the steps
5. Click on the URL to join the webcast where you can view and listen to the virtual meeting
6. Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" to be

taken to the voting screen

Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted

Online voting will be open between the commencement of the Acquisition Scheme Meeting at 10:00am (AWST) on Monday 21 September 2020 and the time at which the chairman announces the closure of voting.

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Voting by corporate representative

A Cassini Shareholder or proxy, which is a body corporate, may appoint an individual to act as its representative to vote in the Acquisition Scheme Meeting.

Unless otherwise specified in the appointment, a representative acting in accordance with his or her authority, until it is revoked by the body corporate Cassini Shareholder, is entitled to exercise the same powers on behalf of that body corporate as that body corporate could exercise at a meeting or in voting on a resolution.

A corporation may appoint an individual as a representative to exercise its powers as Shareholder or as a Shareholder's proxy. The representative should bring to the Acquisition Scheme Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has been previously given to the Company's share registry.

Voting by attorney

A Cassini Shareholder or proxy, which is a body corporate, may appoint an individual to act as its representative to vote in the Acquisition Scheme Meeting.

An instrument appointing an attorney must be in writing executed under the hand of the appointer or the appointer's attorney duly authorised in writing, or if the appointer is a corporation, under its common seal (if any) or the hand of its duly authorised attorney or executed in a manner permitted by the Corporations Act. The instrument may contain directions as to the manner in which the attorney is to vote on a particular resolution(s) and subject to the Corporations Act, may otherwise be in any form as the Directors may prescribe or accept.

A fax of a written power of attorney is valid provided it has been provided to Cassini on the fax number above by no later than 10:00am (AWST) on 19 September 2020. Such fax will be deemed to have been served on Cassini upon the receipt of a transmission report confirming successful transmission of that fax.

Voting by proxy

A Cassini Shareholder entitled to attend and vote at the Acquisition Scheme Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on the resolution to be put to the Acquisition Scheme Meeting and also to speak at the Acquisition Scheme Meeting. The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed, and if the appointment does not specify the proportion or number of the Cassini Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Cassini Shareholder.

If a proxy is not directed how to vote any item of business, the proxy may vote or abstain from voting, as that person thinks fit. If a proxy is instructed to abstain from voting on an item of business, that person is directed not to vote on the shareholder's behalf on the poll, and the Cassini Shares the subject of the proxy appointment will not be counted in computing the required majority.

Cassini Shareholders who return their Proxy Form with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the chairman of the Scheme Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Acquisition Scheme Meeting, the chairman of the Acquisition Scheme Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the chairman of the Acquisition Scheme Meeting, the company secretary of Cassini or any director of Cassini which do not contain a direction will be used to support the resolution to approve the Acquisition Scheme.

You must return the Proxy Form to Cassini by either posting it in the reply paid envelope provided (only for use in Australia) or by sending, delivering, or faxing it as follows:

1. Mail to:
   Automic, GPO Box 5193, Sydney NSW 2001

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1. Hand deliver to:
   Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
2. Fax to:
   [phone]
3. lodged online athttps://investor.automic.com.au/#/loginsahand following the instructions provided.

The Proxy Form must be received by Cassini by no later than 10:00am (AWST) on 19 September 2020.

The Proxy Form must be signed by the Cassini Shareholder or the Cassini Shareholder's attorney. If an attorney signs a Proxy Form on your behalf, a certified copy of the power of attorney under which the Proxy Form was signed must be received at the same time as the Proxy Form, unless you have already provided a certified copy of the power of attorney to Cassini. Proxies given by corporations must be executed in accordance with the Corporations Act.

If you complete and return a Proxy Form, you may still attend the Acquisition Scheme Meeting in person, revoke the proxy and vote at the Acquisition Scheme Meeting.

The chairman intends to vote all available proxies in favour of the Acquisition Scheme Resolution.

1. JOINT HOLDERS
   In the case of Cassini Shares held by joint holders, only one of the joint holders is entitled to vote. If more than one Cassini Shareholder votes in respect of jointly held Cassini Shares, the vote of the senior who tenders a vote must be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority is determined by the order in which the names stand in the Cassini Share Register.
2. FURTHER INFORMATION FOR CASSINI SHAREHOLDERS
   Further information for Cassini Shareholders If you have any questions please contact the Company Secretary on [phone] between 9.00 am and 5.00 pm (Perth time) Monday to Friday.

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Corporate Directory

Directors	Legal Advisers
Michael Young - Non-Executive Chairman	DLA Piper Australia
Richard Bevan - Managing Director
Level 21
Dr Jon Hronsky OAM - Non-Executive Director
240 St Georges Terrace
Phil Warren - Non-Executive Director
Perth WA 6000
Sze Man (Simone) Suen - Non-Executive Director
Tel [phone]
Company Secretary
Steven Wood

Registered and Corporate Office	Share Registry
Ground Floor, 16 Ord Street	Automic Registry Services
WEST PERTH WA 6005	Level 2
Telephone: [phone]	267 St Georges Terrace
Facsimile: [phone]	Perth WA 6000
	Australia
	Email: [e-mail]
	Website: www.automic.com.au
Independent Expert	Independent Technical Specialist
Grant Thornton Corporate Finance Pty Ltd	CSA Global Pty Ltd
Level 43, 152-158 St Georges Terrace	Level 2, 3 Ord Street
Perth WA 6000	West Perth WA 6005
	Stock Exchange Listing
	ASX Code: CZI

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