Amex Resources : Notice of General Meeting/Proxy Form

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AMEX RESOURCES LIMITED‌‌‌‌‌‌‌‌‌ ACN 089 826 237 NOTICE OF GENERAL MEETING

Incorporating Explanatory Statement and Proxy Form

Date: Wednesday, 17 August 2016

Time: 10:00am (WST)

Place: The Celtic Club, 48 Ord Street, West Perth, Western Australia‌

These documents should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.‌‌‌‌‌‌‌‌‌‌‌‌‌‌

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Amex Resources Limited ACN 089 826 237 (Company) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 17 August 2016 at 10:00am (WST).

The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the various matters to be considered at the meeting and includes a glossary of defined terms.

AGENDA

To consider and, if thought fit, to pass, the following resolutions:

1. Resolution 1 - Issue of Conditional Call Option to Construction Contractor

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

   ordinary resolution: Approval of issue of Conditional Call Option to Construction Contractor

   "That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the issue of an unlisted Option over shares at a quantity and an exercise price as detailed in the formula included in the Explanatory Statement, to CCCC First Harbor Consultants Co. Limited on the terms and conditions set out in the Explanatory Statement."

   ASX voting exclusion

   The Company will disregard any votes cast under Resolution 1 by any persons who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as holder of Shares, if Resolution 1 is passed, and any of their associates unless the votes are cast:

   • by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

   • 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.

2. Resolution 2 - Approval of Placement of up to 80,000,000 Shares

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

   "That for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the issue and allotment of up to 80,000,000 Shares at an issue price of at least 80% of the average market price for Shares calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue was made, to sophisticated and professional investors and other investors to whom the placement may be made without a disclosure document, on the terms and conditions set out in the Explanatory Statement."

   ASX voting exclusion

   The Company will disregard any votes cast under Resolution 2 by any person who may participate in the proposed placement and a person who might obtain a benefit, except a benefit solely in the capacity as holder of Shares, if the Resolution is passed and any of their associates unless the votes are cast:

   • by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

   • 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.

3. Resolution 3 - Ratification of prior issues of Options

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

   separate ordinary resolutions:
4. Issue of 500,000 Options to Eteword International Group Limited

   "That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 500,000 Options each exercisable at $0.80 and expiring 30 December 2020, to Eteword International Group Limited on the terms and conditions set out in the Explanatory Statement."

5. Issue of 1,000,000 Options to Iana Pty Ltd

   "That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 1,000,000 Options each exercisable at $0.80 and expiring 16 November 2019, to Iana Pty Ltd, as trustee for the Cowden Super Fund, on the terms and conditions set out in the Explanatory Statement."

6. Issue of 1,500,000 Options to Speedy Focus Investments Limited

   "That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 1,500,000 Options each exercisable at $0.80 and expiring 30 December 2020, to Speedy Focus Investments Limited on the terms and conditions set out in the Explanatory Statement."

   ASX voting exclusion

   The Company will disregard any votes cast under each of Resolutions 3(a), 3(b) or 3(c) by any person who participated in the issue and any of their associates unless the votes are cast:

   • by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

   • 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.

8. Resolution 4 - Approval of Issue of Director Options to Matthew Collard

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

   "That for the purposes of Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the issue and allotment by the Company of 3,000,000 Director Options to Matthew Collard, the Managing Director of the Company, (or his nominee) on the terms and conditions set out in Annexure A of, and for the purposes and as described in, the Explanatory Statement and the issue of Shares upon exercise of those Director Options from time to time."

   ASX voting exclusion

   The Company will disregard any votes cast under Resolution 4 by Matthew Collard (or his nominee) and any associate of Mr Collard unless the votes are cast:

   • by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

   • 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.

     Voting prohibition statement

     A vote on Resolution 4 must not be cast by, or on behalf of, Mr Collard or any of his associates, unless:

     • the vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 4; and

     • it is not cast on behalf of Mr Collard or any of his associates.

       A person appointed as proxy must not vote on Resolution 4 if that person is either a member of the Key Management Personnel of the Company or a Closely Related Party of such a member and the proxy appointment does not specify the way the proxy is to vote on the resolution. However, this does not apply if:

   • the person is the Chair of the meeting; and

   • the proxy appointment 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.

9. Resolution 5 - Approval of Issue of Director Options to Yibo Qiu

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

   "That for the purposes of Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the issue and allotment by the Company of 1,000,000 Director Options to Yibo Qiu, Executive Director of Marketing for the Company, (or his nominee) on the terms and conditions set out in Annexure A of, and for the purposes and as described in, the Explanatory Statement and the issue of Shares upon exercise of those Director Options from time to time."

   ASX voting exclusion

   The Company will disregard any votes cast under Resolution 5 by Yibo Qiu (or his nominee) and any associate of Mr Qiu unless the votes are cast:

   • by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

   • 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.

     Voting prohibition statement

     A vote on Resolution 5 must not be cast by, or on behalf of, Mr Qiu or any of his associates, unless:

     • the vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 5; and

     • it is not cast on behalf of Mr Qiu or any of his associates.

       A person appointed as proxy must not vote on Resolution 5 if that person is either a member of the Key Management Personnel of the Company or a Closely Related Party of such a member and the proxy appointment does not specify the way the proxy is to vote on the resolution. However, this does not apply if:

   • the person is the Chair of the meeting; and

   • the proxy appointment 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.

10. Resolution 6 - Approval to Grant Security to a Related Party

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

    "That for the purposes of Listing Rule 10.1, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the grant of Security over the assets and undertakings of Amex Resources Limited to a Fund to be established for the purpose of providing debt funding to the Company in the amount of USD60,000,000 for the purposes and as described in, the Explanatory Statement and in the Independent Expert's Report. Mr Kenny Zhang, a substantial shareholder of the Company and therefore a related party in this transaction will invest in the Fund and may control the Fund."