Valor Resources : Notice of Annual General Meeting Proxy Form

VALOR RESOURCES LIMITED ACN 076 390 451‌ NOTICE OF ANNUAL GENERAL MEETING

TIME: 1.30pm AWST

DATE: 30 November 2017

PLACE: 22 Lindsay Street, Perth WA 6000

This Notice of Annual General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone]

CONTENTS
Business of the Meeting	3
Explanatory Statement	7
Glossary	18
Schedule 1 - Issues of Equity Securities since 30 November 2016	20
Schedule 2 - Terms and Conditions of Options	24
Schedule 3 - Terms and Conditions of Employee Share Plan	26
Proxy Form	Enclosed
IMPORTANT INFORMATION
VENUE

The Annual General Meeting of the Shareholders of Valor Resources Limited which this Notice of Annual General Meeting relates to will be held at 1.30pm AWST on 30 November 2017 at:

22 Lindsay Street

Perth WA 6000

YOUR VOTE IS IMPORTANT

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

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 4.00pm AWST on 28 November 2017.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form 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, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder 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.

  Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 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 on these changes 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 resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • 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.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Valor Resources Limited will be held at 22 Lindsay Street, Perth WA 6000 at 1.30pm AWST on 30 November 2017.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA ORDINARY BUSINESS Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   To consider and if thought fit, to pass, with or without amendment, the following resolution as a

   non-binding resolution:

   "That for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial period ended 30 June 2017."

   Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

   Voting Prohibition Statement:

   A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

2. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

3. a Closely Related Party of such a member.

   However, a person (the Voter) described above may vote on this Resolution as a proxy vote if the vote is not cast on behalf of a person described above and either:

4. the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

5. the Voter is the Chair and the appointment of the Chair as proxy:

6. does not specify the way the proxy is to vote on this Resolution; and

7. 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 for the Company, or if the Company is part of a consolidated entity, for the entity.

9. RESOLUTION 2 - ELECTION OF A DIRECTOR - MR MARK SUMNER

10. To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purpose of clause 3.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Mark Sumner, a Director who was appointed on 15 December 2016, retires, and being eligible, is elected as a Director."