Variscan Mines : Notice of General Meeting/Proxy Form

VARISCAN MINES LIMITED

ACN 003 254 395

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NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM ------------------------------------------------------------------------------------------------

Date of Meeting

Monday 14 January 2019

Time of Meeting 9:30am (Perth time)

Place of Meeting

The offices of HLB Mann Judd, Level 4, 130 Stirling Street Perth WA 6000

This Notice of Meeting and Explanatory Memorandum should be read in their entirety. If you do not understand these documents or are in any doubt as to how to deal with them, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

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VARISCAN MINES LIMITED

ACN 003 254 395

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the members of Variscan Mines Limited (the "Company") will be held at the offices of HLB Mann Judd, Level 4, 130 Stirling Street Perth WA on Monday, 14 January 2019 commencing at 9.30 am (Perth time).

The business to be considered at the meeting is set out below. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum, which contains information in relation to each of the Resolutions. A Proxy Form also accompanies this Notice of Meeting.

BUSINESS OF THE EXTRAORDINARY GENERAL MEETING

Resolution 1 - Re-Election of Dr Foo Fatt Kah as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Dr Foo Fatt Kah, being a director of the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V of the Corporations Act and, being eligible, is re-elected as a director of the Company."

Resolution 2 - Re-Election of Mr Michael Moore as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Michael Moore, being a director of the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V of the Corporations Act and, being eligible, is re-elected as a director of the Company."

BY ORDER OF THE BOARD

Mark Pitts

Director and Company Secretary

Dated 30 November 2018

IMPORTANT INFORMATION

The Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting is incorporated in and comprises part of this Notice of Extraordinary General Meeting, and should be read in conjunction with this Notice of Extraordinary General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used both in this Notice of Extraordinary General Meeting and the Explanatory Memorandum.

Proxies

• (a) Votes at the Extraordinary General Meeting may be given personally or by proxy, attorney or representative;

• (b) Each shareholder has a right to appoint one or two proxies;

• (c) A proxy need not be a shareholder of the Company;

• (d) If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution;

• (e) Where a shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

• (f) If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder's votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands;

• (g) A proxy must be signed by the Shareholder or his or her power of attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with the Company's Constitution and the Corporations Act.

(h)To be effective, proxy forms must be received by the Company's share registry (Boardroom Pty Limited) no later than 48 hours before the commencement of the Extraordinary General Meeting, that is no later than 9.30am Perth time on Saturday 12 January 2019. Any proxy form received after that time will not be valid for the scheduled meeting.

Hand Delivery	By Mail	By Facsimile
Boardroom Pty Limited	Boardroom Pty Limited	[phone]
Level 12,	GPO Box 3993
225 George St	SYDNEY NSW 2001
SYDNEY NSW 2000
Record date

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the holders of shares of the Company recorded in the Company's register as at 5pm (Perth time) on 12 January 2019 shall, for the purposes of determining voting entitlements at the Extraordinary General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

This Explanatory Memorandum sets out information in connection with the business to be considered at the Variscan Mines Limited Extraordinary General Meeting to be held on 14 January 2019.

The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the meaning given to them in the Glossary to this Explanatory Memorandum.

The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

EXPLANATORY MEMORANDUM

BACKGROUND

At the Company's 2018 Annual General Meeting (AGM) more than 25% of votes cast were against the adoption of the Remuneration Report for the 2018 financial year (a second strike). As a result, shareholders were required to vote on a resolution ('Spill Resolution') on whether an extraordinary general meeting of the Company should be held ('Spill Meeting') at which all the Company's Directors (other than the Company's Managing Director, Mr Stewart Dickson, who may continue to hold office without re-election under the Corporations Act and Listing Rules, and those current Directors who were not in office at the time the Board resolutions to approve the 2018 Director Report was passed, namely, Mr Mark Pitts, must stand for re-election, should they wish to continue as Directors. These requirements are as prescribed in section 250V of the Corporations Act.

The Spill Resolution (which is an ordinary resolution) was passed at the 2018 AGM. As such, section 250V of the Corporations Act requires the Company to hold a Spill Meeting within 90 days after the spilll resolution was passed. This Notice is intended to serve as notice for that Spill Meeting.

At the Spill Meeting, all of the Company's directors who were in office when the Board Resolution to approve the Directors Report was passed will cease to hold office immediately before the end of the Spill Meeting. Those Directors elected or re-elected at the Spill Meeting will commence to hold office at the end of the Spill Meeting. Dr Foo and Mr Moore were Directors of the Company when the Board Resolution to approve the Director's Report was passed and have not subsequently resigned.

Notwithstanding the results of the Spill Meeting, the Company must retain three Directors (at least 2 of whom must reside in Australia), being the minimum number of Directors required for a public company under the Corporations Act. If no person receives sufficient votes to be elected as a Director by way of ordinary resolution, then the Director or Directors that are retained to maintain the statutory minimum will be those candidates for election with the most votes in favour of their appointment. If two or more persons have the same percentage of votes in favour of their appointment, the other Directors will choose one of those persons as the appointed Director.

For the purposes of determining the length of time in office for future retirements by rotation, each Director who is re-elected at a Spill Meeting is considered to have been in office from the time of their previous election (i.e. their term in office runs as if the cessation and appointment at the Spill Meeting had not happened).

Resolution 1

Re-election of Director - Dr Foo Fatt Kah

Dr Foo Fatt Kah, being a Director of the Company, will cease to hold office immediately before the end of the Spill Meeting, and being eligible, offers himself for re-election as a Director of the Company.

Dr Foo Fatt Kah currently serves as the Chairman of the Company.

The Company provides the following information concerning Dr Foo: Biographical details

Dr Foo was appointed a Director of the Company on 7 October 2009. Dr Foo is the Managing Director and co-founder of Luminor Capital, a private equity fund management company based in Singapore. He has over 20 years' experience in the investment banking, fund management and advisory businesses spanning Europe and Asia. He was previously Head of Asian Equities for SG Securities Asia (the Asian Investment Banking business for Societe Generale) covering 10 Asian countries ex-Japan. Since 2004 Dr Foo has been active as an investor, overseeing investments in Resources, Energy and Healthcare.

Dr Foo is qualified in Medicine (MB, B Ch, BAO) and Business Administration (M.B.A.) from the Queen's University, United Kingdom, with further continuing education qualifications from Insead on Economic Value Added (EVA) and International Project Management. He has experience with listed companies in Singapore, being previously Executive Director of CyberVillage Holdings Ltd and currently Lead Independent Director of PEC Ltd and a Non Executive Director of Anchor Resources Limited and Ayondo Limited.

Details of relationships between the Candidate and the Company

Dr Foo is the non-executive Chairman of the Company.

Details of relationships between the Candidate and Directors of the Company Not applicable.

Other directorships held

PEC Limited; Anchor Resources Limited and Ayondo Limited.