ASX

Release

11 February 2020

AGM Results, Board Changes and Chairman's Contract

AGM Results

In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act, Cape Lambert Resources Limited (ASX: CFE) (Cape Lambert or the Company) advises details of the resolutions and the proxies received in respect of each resolution are set out in the attached proxy summary. Each resolution was decided by a poll and, other than resolution 2 (Re-election of Director - Stefan Muller), was carried.

Board Changes

The Company advises that Non-Executive Director Mr Stefan Müller has retired by rotation as a non-executive Director of the Company effective from today. The Board would like to thank Mr Müller for his service to the Company and wishes him the best with his future endeavors.

Following Mr Müller's retirement, the Board is pleased to announce the appointment of Mr Mark Hancock as a Non-Executive Director of the Company with effect from 11 February 2020.

Mr Mark Hancock has over 30 years' experience in key financial, commercial and marketing roles across a variety of industries with a strong focus on natural resources. During his 13 years at Atlas Iron Ltd, Mr Hancock served in numerous roles including CCO, CFO, Executive Director and Company Secretary. Mr Hancock has also served as a director on a number of ASX listed entities and is currently a director of Centaurus Metals Ltd and Fe Limited. Mr Hancock holds a Bachelor of Business (B.Bus) degree, is a Chartered Accountant (CA), and a Fellow of the Financial Services Institute of Australia (F FIN).

Executive Chairman Contract

The Company makes the following disclosure in connection with a new consultancy agreement entered into with Okewood Pty Ltd (Okewood) to provide the services of Chairman of Cape Lambert. This disclosure is made in accordance with ASX Listing Rule 3.16.4.

The Cape Lambert Remuneration Committee (Remuneration Committee) has been in discussion with Okewood regarding terms and conditions of a new contract since the previous contract expired on 31 October 2019 (refer ASX Announcement dated 7 October 2019).

The Company confirms the key terms of the new agreement with the Company as:

  • Addendum entered into covering the period 31 October 2019 to 31 December 2019 based on a set fee of $400,000 (plus GST) per annum;
  • three year term (effective from 1 January 2020) consultancy contract to provide the services of Chairman of the Company and specific responsibility for all negotiations and strategic networking to facilitate the acquisition and disposal of assets of the Company;
  • set fee of $400,000 (plus GST) per annum; and
  • 3 month termination notice (or payment in lieu of notice, subject to the Corporations Act and Listing Rules), without cause, for either party.

The revised set fee represents a 43% reduction from the previous fee of $700,000 per annum.

Cape Lambert Resources Limited ABN 71 095 047 920

32 Harrogate Street, West Leederville WA 6007

Phone: +61 8 9380 9555 Email: admin@capelam.com.au

www.capelam.com.au

ASX: CFE

ASX Release

11 February 2020

The Remuneration Committee acknowledges the importance of aligning the interests of Cape Lambert's shareholders with those of the Chairman. As such, the agreement provides market capitalisation linked

incentives:

  • If the market capitalisation of CFE exceeds $AUD 30 million continuously for more than one month the consultancy fee is to increase to $525,000 (plus GST) per annum.
  • If the market capitalisation of CFE exceeds $AUD 60 million continuously for more than one month the consultancy fee is to increase to $700,000 (plus GST) per annum.

The Remuneration Committee considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the agreement because the benefits under the agreement, reached as part of the remuneration package for Mr Sage, is considered reasonable remuneration in the circumstances. In reaching this view, the Remuneration Committee has considered Mr Sage's position, experience, responsibility and his overall remuneration package and the need of the Company to effective incentivise its Executive Chairman, while aligning the incentive with increasing shareholder value.

This announcement is authorised to be given to ASX by Mr Tony Sage, Cape Lambert's Executive Director and Mr Timothy Turner, Cape Lambert's Chairman of the Remuneration Committee. Security holders and other interested parties can contact Mr Sage on +61 8 9380 9555 if they have any queries.

Yours faithfully

Cape Lambert Resources Limited

Tony Sage

Executive Chairman

For further information please contact:

Investor Relations

Follow us

+61 (0) 8 9380 9555

@Cape_Lambert

ir@capelam.com.au

cape-lambert-resources-limited

Cape Lambert Resources Limited

ASX: CFE

Page 2 of 2

CAPE LAMBERT RESOURCES LIMITED

ANNUAL GENERAL MEETING

Tuesday, 11 February 2020

Voting Results

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth).

Resolution details

Resolution

Resolution

Type

1 Remuneration Report

Ordinary

(Non-binding)

2 Re-election of Director -

Ordinary

Stefan Muller

3 Approval of 10%

Special

Placement Facility

4 Ratification of Prior Issue

Ordinary

of Winance Notes

5 Approval to Replace

Winance Notes (Debt

Ordinary

Securities)

6 Ratification of Prior Issue

Ordinary

of Magna Notes

7 Approval to replace

Ordinary

Magna Notes

8 Ratification of Prior Issue

Ordinary

of Magna Shares

9 Issue Shares to First

Investments Holding

Ordinary

Limited

10 Issue of Shares to

Ordinary

Okewood Pty Limited

11 Issue of Shares to

Ordinary

DGWA

12 Issue of Shares to

Ordinary

CRMS

Instructions given to validly appointed proxies

(as at proxy close)

For

Against

Proxy's

Abstain

Discretion

152,162,279

8,009,891

1,004,150

372,916

94.41%

4.97%

0.62%

4,446,899

155,715,571

1,216,150

77,937,297

2.76%

96.49%

0.75%

231,114,460

5,352,235

1,009,150

1,840,072

97.33%

2.25%

0.42%

230,816,057

5,614,638

1,009,150

1,876,072

97.22%

2.36%

0.42%

229,774,198

6,628,638

1,021,009

1,892,072

96.78%

2.79%

0.43%

229,746,057

6,014,638

1,009,150

2,546,072

97.03%

2.54%

0.43%

229,666,057

5,975,638

1,089,150

2,585,072

97.02%

2.52%

0.46%

229,586,460

5,788,235

1,409,150

2,532,072

96.97%

2.44%

0.59%

229,592,460

6,783,735

2,511,806

427,916

96.11%

2.84%

1.05%

153,233,935

6,909,235

1,004,150

78,168,597

95.09%

4.29%

0.62%

231,015,616

6,903,235

1,009,150

387,916

96.69%

2.89%

0.42%

231,000,616

6,850,235

1,077,150

387,916

96.68%

2.87%

0.45%

Number of votes cast on the poll

(where applicable)

For

Against

Abstain*

154,359,429

8,034,891

372,916

95.05%

4.95%

5,733,049

155,740,571

79,060,297

3.55%

96.45%

233,341,610

5,352,235

1,840,072

97.76%

2.24%

233,023,207

5,634,638

1,876,072

97.64%

2.36%

231,993,207

6,648,638

1,892,072

97.21%

2.79%

231,973,207

6,014,638

2,546,072

97.47%

2.53%

231,973,207

5,975,638

2,585,072

97.49%

2.51%

232,213,610

5,788,235

2,532,072

97.57%

2.43%

233,322,266

6,783,735

427,916

97.17%

2.83%

155,436,085

6,929,235

78,168,597

95.73%

4.27%

233,242,766

6,903,235

387,916

97.13%

2.87%

233,295,766

6,850,235

387,916

97.15%

2.85%

Resolution

Result

Carried /

Not Carried

Carried

Not Carried

Carried

Carried

Carried

Carried

Carried

Carried

Carried

Carried

Carried

Carried

13 Issue of Shares to

Ordinary

231,069,616

6,849,235

1,009,150

387,916

233,296,766

6,849,235

387,916

Carried

AusZam Mining Ltd

96.71%

2.87%

0.42%

97.15%

2.85%

14 Issue of Shares to

Ordinary

231,391,616

6,527,235

1,009,150

387,916

232,718,766

6,527,235

1,287,916

Carried

Bellatrix Corporate Pty Ltd

96.85%

2.73%

0.42%

97.27%

2.73%

* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.

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Cape Lambert Resources Ltd. published this content on 11 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 February 2020 09:47:01 UTC